UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
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Investment Company Act file number: | | 811-08565 |
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Exact name of registrant as specified in charter: | | Prudential Investment Portfolios 12 |
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(This Form N-CSR relates solely to the Registrant’s PGIM Global Real Estate Fund, PGIM Jennison Technology Fund, PGIM Jennison International Small-Mid Cap Opportunities Fund and PGIM Jennison NextGeneration Global Opportunities Fund (each a “Fund” and collectively the “Funds”)) |
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Address of principal executive offices: | | 655 Broad Street, 17th Floor |
| | Newark, New Jersey 07102 |
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Name and address of agent for service: | | Andrew R. French |
| | 655 Broad Street, 17th Floor |
| | Newark, New Jersey 07102 |
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Registrant’s telephone number, including area code: | | 800-225-1852 |
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Date of fiscal year end: | | 10/31/2021 |
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Date of reporting period: | | 10/31/2021 |
Item 1 – Reports to Stockholders
PGIM GLOBAL REAL ESTATE FUND
ANNUAL REPORT
OCTOBER 31, 2021
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To enroll in e-delivery, go to pgim.com/investments/resource/edelivery |
Table of Contents
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.
The views expressed in this report and information about the Fund’s portfolio holdings are for the period covered by this report and are subject to change thereafter.
Mutual funds are distributed by Prudential Investment Management Services LLC (PIMS), member SIPC. PGIM Real Estate is a unit of PGIM, Inc. (PGIM), a registered investment adviser. PIMS and PGIM are Prudential Financial companies. © 2021 Prudential Financial, Inc. and its related entities. PGIM Real Estate, PGIM, and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.
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2 | | Visit our website at pgim.com/investments |
Letter from the President
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| | Dear Shareholder: We hope you find the annual report for the PGIM Global Real Estate Fund informative and useful. The report covers performance for the 12-month period that ended October 31, 2021. The global economy and markets continued to recover throughout the period from the ongoing impact of the COVID-19 pandemic. The Federal Reserve slashed interest rates and kept them near zero to encourage borrowing. Congress passed stimulus bills worth several trillion dollars to help consumers and businesses. And several |
effective COVID-19 vaccines received regulatory approval. Those measures were enough to offset the fear of rising inflation and supply chain challenges that threatened to disrupt growth.
At the start of the period, stocks had recovered most of the steep losses they had suffered at the onset of the pandemic. Equities rallied as states reopened their economies but became more volatile as investors worried that a surge in COVID-19 infections would stall the recovery. However, rising corporate profits and economic growth, the resolution of the US presidential election, and the global rollout of approved vaccines lifted equity markets to record levels, helping stocks around the globe post gains for the full period.
Throughout this volatile period, investors sought safety in fixed income.
Investment-grade bonds in the US and the overall global bond market declined slightly during the period as the economy recovered, but emerging market debt rose. While the 10-year US Treasury yield hovered near record lows early in the period after a significant rally in interest rates, rates moved higher later on as investors began to focus on stronger economic growth and the prospects of higher inflation. The Fed also took several aggressive actions to keep the bond markets running smoothly, implementing many of the relief programs that proved to be successful in helping end the global financial crisis in 2008-09.
Regarding your investments with PGIM, we believe it is important to maintain a diversified portfolio of funds consistent with your tolerance for risk, time horizon, and financial goals. Your financial advisor can help you create a diversified investment plan that may include funds covering all the basic asset classes and that reflects your personal investor profile and risk tolerance. However, diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.
At PGIM Investments, we consider it a great privilege and responsibility to help investors participate in opportunities across global markets while meeting their toughest investment challenges. PGIM is a top-10 global investment manager with more than $1.5 trillion in assets under management. This scale and investment expertise allow us to deliver actively managed funds and strategies to meet the needs of investors around the globe.
Thank you for choosing our family of funds.
Sincerely,
Stuart S. Parker, President
PGIM Global Real Estate Fund
December 15, 2021
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PGIM Global Real Estate Fund | | | 3 | |
Your Fund’s Performance (unaudited)
Performance data quoted represent past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at pgim.com/investments or by calling (800) 225-1852.
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| | Average Annual Total Returns as of 10/31/21 | |
| | One Year (%) | | Five Years (%) | | | Ten Years (%) | | | Since Inception (%) | |
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Class A | | | | | | | | | | | | | | |
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(with sales charges) | | 30.72 | | | 7.53 | | | | 7.60 | | | | — | |
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(without sales charges) | | 38.32 | | | 8.75 | | | | 8.21 | | | | — | |
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Class C | | | | | | | | | | | | | | |
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(with sales charges) | | 36.48 | | | 8.17 | | | | 7.53 | | | | — | |
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(without sales charges) | | 37.48 | | | 8.17 | | | | 7.53 | | | | — | |
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Class R | | | | | | | | | | | | | | |
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(without sales charges) | | 38.08 | | | 8.58 | | | | 8.02 | | | | — | |
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Class Z | | | | | | | | | | | | | | |
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(without sales charges) | | 38.87 | | | 9.26 | | | | 8.62 | | | | — | |
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Class R2 | | | | | | | | | | | | | | |
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(without sales charges) | | 38.33 | | | N/A | | | | N/A | | | | 8.85 (12/27/2017) | |
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Class R4 | | | | | | | | | | | | | | |
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(without sales charges) | | 38.68 | | | N/A | | | | N/A | | | | 9.13 (12/27/2017) | |
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Class R6 | | | | | | | | | | | | | | |
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(without sales charges) | | 39.05 | | | 9.40 | | | | N/A | | | | 8.03 (08/23/2013) | |
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FTSE EPRA/NAREIT Developed Index | | | | | | | | | | | | | | |
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| | 42.12 | | | 7.00 | | | | 7.69 | | | | — | |
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S&P 500 Index | | | | | | | | | | | | | | |
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| | 42.90 | | | 18.92 | | | | 16.20 | | | | — | |
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Average Annual Total Returns as of 10/31/21 Since Inception (%) |
| | | | | | Class R2, Class R4 (12/27/2017) | | Class R6 (08/23/2013) |
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FTSE EPRA/NAREIT Developed Index | | | | | | 6.42 | | 7.07 |
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S&P 500 Index | | 17.34 | | 15.77 |
Since Inception returns are provided for any share class with less than 10 fiscal years of returns. Since Inception returns for the Indexes are measured from the closest month-end to the class’ inception date.
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4 | | Visit our website at pgim.com/investments |
Growth of a $10,000 Investment (unaudited)
The graph compares a $10,000 investment in the Fund’s Class Z shares with a similar investment in the FTSE EPRA/NAREIT Developed Index and S&P 500 Index by portraying the initial account values at the beginning of the 10-year period for Class Z shares (October 31, 2011) and the account values at the end of the current fiscal year (October 31, 2021), as measured on a quarterly basis. For purposes of the graph, and unless otherwise indicated, it has been assumed that (a) all recurring fees (including management fees) were deducted and (b) all dividends and distributions were reinvested. The line graph provides information for Class Z shares only. As indicated in the tables provided earlier, performance for other share classes will vary due to the differing fees and expenses applicable to each share class (as indicated in the following paragraphs). Without waiver of fees and/or expense reimbursements, if any, the returns would have been lower.
Past performance does not predict future performance. Total returns and the ending account values in the graph include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.
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PGIM Global Real Estate Fund | | | 5 | |
Your Fund’s Performance (continued)
The returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. The average annual total returns take into account applicable sales charges, which are described for each share class in the table below.
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| | Class A | | Class C | | Class R | | Class Z | | Class R2 | | Class R4 | | Class R6 |
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Maximum initial sales charge | | 5.50% of the public offering price | | None | | None | | None | | None | | None | | None |
Contingent deferred sales charge (CDSC) (as a percentage of the lower of the original purchase price or the net asset value at redemption) | | 1.00% on sales of $1 million or more made within 12 months of purchase | | 1.00% on sales made within 12 months of purchase | | None | | None | | None | | None | | None |
Annual distribution or distribution and service (12b-1) fees (shown as a percentage of average daily net assets) | | 0.30% | | 1.00% | | 0.75% (0.50% currently) | | None | | 0.25% | | None | | None |
Shareholder service fees | | None | | None | | None | | None | | 0.10%* | | 0.10%* | | None |
*Shareholder service fee reflects maximum allowable fees under a shareholder services plan.
Benchmark Definitions
FTSE EPRA/NAREIT Developed Index—The Financial Times Stock Exchange European Public Real Estate Association/National Association of Real Estate Investment Trusts (FTSE EPRA/NAREIT) Developed Index reflects the stock performance of companies engaged in specific aspects of the major real estate markets/regions of the world.
S&P 500 Index*—The S&P 500 Index is an unmanaged index of over 500 stocks of large US public companies. It gives a broad look at how stock prices in the United States have performed.
*The S&P 500 Index (“Index”) is a product of S&P Dow Jones Indices LLC and/or its affiliates and has been licensed for use by PGIM, Inc. and/or its affiliates. Copyright © 2021 S&P Dow Jones Indices LLC, a division of S&P Global, Inc., and/or its affiliates. All rights reserved. Redistribution or reproduction in whole or in part are prohibited without written permission of S&P Dow Jones Indices LLC. For more information on any of S&P Dow Jones Indices LLC’s indices please visit www.spdji.com. S&P® is a registered trademark of S&P Global and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC.
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6 | | Visit our website at pgim.com/investments |
Investors cannot invest directly in an index. The returns for the Indexes would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes that may be paid by an investor.
Presentation of Fund Holdings as of 10/31/21
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Ten Largest Holdings | | Real Estate Sectors | | Country | | % of Net Assets |
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Prologis, Inc. | | Industrial REITs | | United States | | 5.2% |
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Welltower, Inc. | | Health Care REITs | | United States | | 4.2% |
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Simon Property Group, Inc. | | Retail REITs | | United States | | 3.8% |
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Equinix, Inc. | | Specialized REITs | | United States | | 3.1% |
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Camden Property Trust | | Residential REITs | | United States | | 3.0% |
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Essex Property Trust, Inc. | | Residential REITs | | United States | | 2.5% |
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Equity Residential | | Residential REITs | | United States | | 2.5% |
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Segro PLC | | Industrial REITs | | United Kingdom | | 2.4% |
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Life Storage, Inc. | | Specialized REITs | | United States | | 2.2% |
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Rexford Industrial Realty, Inc. | | Industrial REITs | | United States | | 2.0% |
Holdings reflect only long-term investments and are subject to change.
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PGIM Global Real Estate Fund | | | 7 | |
Strategy and Performance Overview (unaudited)
How did the Fund perform?
The PGIM Global Real Estate Fund’s Class Z shares returned 38.87% in the 12-month reporting period that ended October 31, 2021, underperforming the 42.12% return of the FTSE EPRA/NAREIT Developed Index (the Index).
What were conditions like in the global real estate securities market?
● | Conditions in the US real estate investment trust (REIT) market during the reporting period can be characterized by a robust recovery in fundamentals following the devastating impact of the COVID-19 pandemic. After the US commercial real estate market experienced one of its worst years ever, Pfizer Inc. announced strong efficacy results for its COVID-19 vaccine in November 2020, which kicked off a massive recovery in fundamentals and stock valuations for the REIT sector. Overall, the US REIT market rallied more than 50% during the period, with some of the harder-hit sectors, such as strip malls and shopping malls, up more than 100%. A successful vaccination effort in the US, combined with record levels of government stimulus, resulted in a highly favorable operating environment for nearly every sector in the US REIT market. |
● | Europe’s US-dollar total return during the period was strongly positive at 33.8%, with COVID-19 vaccines helping the region’s economies start to recover from the pandemic. Europe was the second-best-performing global region during the period, ahead of Asia but trailing North America. The United Kingdom (UK) was the quickest country to implement a vaccination program, but other countries in continental Europe rolled out successful programs as well by the summer of 2021. Sweden was the best-performing European market during the period, as its economy benefited from a less-severe recession than other countries in the region. Sweden had resisted locking down its economy, and its companies enjoyed a strong profit rebound aided by record-low interest rates and higher leverage. France was the next-best performer, with its heavily discounted and dominant retail sector experiencing a strong bounce-back as the economy emerged from lockdown. The UK’s return exceeded the European average return for the period due to its early vaccine distribution and subsequent early emergence from lockdown. The weakest European markets during the period were Germany and Finland, both heavily dominated by the multifamily residential sector. Germany, the leading performer in Europe in 2020, lagged for most of 2021 as its residential sector struggled against regulation pressures and the headwind of anticipated interest rate tightening. |
● | Asia recovered moderately in 2021 as the market struggled to break out of numerous macro-economic, policy, and pandemic setbacks. In Japan, riskier sectors such as developers, hotel, and office REITs outperformed, benefiting from expectations of pandemic recovery. Despite numerous states of emergency, strong residential demand and relatively resilient office occupancy for the major developers helped solidify expectations of an earnings recovery. Hospitality JREITs (i.e., a REIT established in Japan) also outperformed during the period despite a slow recovery in their fundamentals. Japanese developers and REITs with a reopening tilt (i.e., hotel and office sectors) looked well-positioned for a strong recovery with the Liberal |
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8 | | Visit our website at pgim.com/investments |
| Democratic Party’s successful election and dwindling COVID-19 cases. Reopening was also a significant reason for outperformance in retail, office, and residential REITs in Australia. Residential REITs benefited from government subsidies for home purchases, while numerous retail tenants received mandated rent relief programs. Hong Kong commercial landlords also staged a meaningful recovery, as investors’ expectations reset from pandemic lockdowns to the eventual reopening of borders. Despite strong residential fundamentals in Hong Kong due to negative real interest rates and the lack of meaningful new supply, developers suffered from fears of the regulatory and policy tightening that affected numerous sectors in China. Investors also were concerned during the period about the financial distress of major Chinese developer China Evergrande Group, albeit these worries have abated somewhat due to some successful financing deals. In Singapore, domestic retail-centric REITs outperformed as the nation successfully vaccinated more than 80% of its population. |
What worked and didn’t work?
● | The Fund underperformed the Index during the reporting period. While North America outperformed, Europe and Asia underperformed on a relative basis, resulting in the Fund’s overall underperformance. |
● | Within North America, the US healthcare and net lease sectors made the most significant contribution to performance due to favorable security selection. Several other sectors also performed well, including data centers and storage. Data centers benefited due to an underweight position relative to the Index. Storage performed well due to positive stock selection. The specialty housing, office, and shopping centers sectors detracted from performance. |
● | Europe’s underperformance for the period was the result of weak stock picking in Sweden and Spain. An underweight exposure to France also negatively impacted the Fund. Strong stock selection in Belgium contributed to performance, as did a lack of exposure to Switzerland. |
● | The Asia Pacific region’s underperformance was driven by notably unfavorable stock selection in Hong Kong. |
Current outlook
● | PGIM Real Estate views the US REIT market as well positioned for the remainder of 2021 and into 2022. In PGIM Real Estate’s view, despite strong year-to-date performance, this market’s average implied capitalization rate (i.e., the rate of return expected to be generated on a real estate investment property) remains attractive at 4.5%, a roughly 310 basis points (bps) spread relative to the 10-year US Treasury yield. (One basis point equals 0.01%.) While this spread is consistent with the long-term average, given the current depressed net operating income (NOI) levels of most REITs, PGIM Real Estate expects this spread to compress much further before reverting to its long-term average. Despite some near-term disruption to NOI growth in certain sectors, PGIM Real Estate anticipates funds-from-operations per-share growth of 7.7% in 2021 and 9.7% in 2022 (Source: PGIM). In PGIM Real Estate’s view, the |
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PGIM Global Real Estate Fund | | | 9 | |
Strategy and Performance Overview (continued)
| recent improvement in REITs’ equity valuations has allowed many REITs to issue new equity for acquisitions and development. A favorable cost of capital and a faster pace of economies reopening bode well for PGIM Real Estate’s higher near-term earnings expectations. Capital markets continue to be active in the REIT sector, with the market already witnessing eight REIT takeovers in 2021 across a variety of sectors, representing both public-to-public and take-private transactions. Attractive debt and equity capital, combined with a multi-year recovery outlook in fundamentals, is likely to keep private equity interest focused on additional REIT market opportunities, in PGIM Real Estate’s view. PGIM Real Estate remains diligent in its value-based investment process, emphasizing individual stock selection and looking to capitalize on sectors expected to benefit from economic reopening. PGIM Real Estate has increased its overweight allocation to the retail sectors (malls and shopping centers) on the expectation that robust consumer spending will boost fundamentals in 2021 and 2022. PGIM Real Estate has further increased its underweight allocation to data centers, given a challenged internal growth outlook and full valuation, while adding to the storage sector given the strong operating environment and upward valuation revisions. Finally, the Fund remains underweight relative to the Index to the office sector, given a challenging long-term growth outlook. |
● | Europe began ending remaining lockdown measures during the period that had been implemented by many countries in the region, as COVID-19 vaccinations gained momentum across the continent. More than 80% of the UK’s adult population was fully vaccinated at the end of the period, and most countries in continental Europe have largely caught up with the UK. The UK ended all remaining social distancing measures in the middle of July 2021, and continental European countries followed. While the spread of the Delta variant remains a concern, the hope is that an expected increase in cases during the winter can be managed with high vaccination rates, including booster shots. The UK REIT sector is trading around a 9% discount to its one-year forward net asset value (NAV), and continental Europe trades on a slightly lower NAV discount of 6%. However, there are wide divergences across individual sub-sectors, with retail trading at the highest discount and industrial/logistics at a significant premium. The UK trades at a 3.9% implied capitalization rate, an approximately 300-bps spread to 10-year UK bonds, while the continent trades at a 4.0% rate, a 420-bps spread to German 10-year government yields. Dividend yields on offer are still attractive at 2.7% in the UK and 3.1% on the continent. PGIM Real Estate retains a careful stance on the retail sector, given the structural challenges it still faces and the price recovery already seen in many retail shares. PGIM Real Estate has a broadly neutral weight relative to the Index in the offices sector and retains a preference for industrial/logistics and alternatives. PGIM Real Estate is still cautious on the German residential sector following the uncertain outcome of Germany’s federal elections at the end of September 2021 and the impact this could have on future regulation of the residential rental market there. |
● | PGIM Real Estate believes Asia should witness a more sustained recovery heading into 2022. The COVID-19 pandemic has ushered in a period of unprecedented global |
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10 | | Visit our website at pgim.com/investments |
| monetary easing and fiscal stimulus as countries cope with the economic fallout. As Asia emerges from the depths of the Delta variant, there is optimism ahead with a focus now on reopening and recovery. Sectors that witnessed a significant contraction in demand (e.g., hospitality and retail) will likely see a gradual recovery in the coming months, in PGIM Real Estate’s view. Equity market investors are also looking beyond the Federal Reserve’s expected tapering of its monthly bond purchases as the Fed also considers when it might start raising interest rates. This is somewhat complicated by the current market focus on supply-chain disruption leading to stagflation concerns. In PGIM Real Estate’s view, the following themes could be in focus in the near term: (1) recovery from the COVID-19 pandemic, (2) stagflation concerns, (3) bond yield spike on inflation expectations, (4) recovery in retail and hospitality, and (5) US-China geopolitical relations. PGIM Real Estate remains positive on the Australian manufacturing housing and self-storage sectors, with demographic and market consolidation trends providing structural tailwinds. PGIM Real Estate has a slightly underweight allocation relative to the Index to Hong Kong with a preference toward non-discretionary retail, and an overweight allocation relative to the Index to Japanese developers with a preference for retail and hospitality exposures that are levered to a bigger COVID-19 recovery. PGIM Real Estate also has an overweight allocation relative to the Index to JREITs with a preference for hospitality and diversified companies that could benefit from easing COVID-19 restrictions, and an overweight to logistic JREITs given their consistent drive for accretive acquisition growth. In Singapore, PGIM Real Estate has an underweight relative to the Index allocation to developers given a lack of growth catalysts and its preference for recovery opportunities in other countries. For REITs, PGIM Real Estate favors logistic and suburban retail companies that offer resilient demand. Markets are improving but global reopening remains fraught with the risk of a subsequent wave of COVID-19 outbreaks amid growing economic and social marginalization. The effectiveness of incremental vaccine delivery via booster shots and childrens’ vaccinations likely will shape domestic recovery and determine when borders might reopen, in PGIM Real Estate’s view. At the same time, a strong recovery in the US could stoke inflationary pressures beyond what many economists currently say is a transitory trend, which could raise expectations for interest rate hikes. Supply-chain concerns could also hamper growth while creating an inflation spiral. Within PGIM Real Estate’s individual sector holdings, a sharp rise in long-term real interest rates could negatively impact regional REIT valuations. |
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PGIM Global Real Estate Fund | | | 11 | |
Comments on Largest Holdings (unaudited)
5.2% Prologis Inc., Industrial REITs
Prologis is an owner, operator, and developer of industrial real estate, focusing on global and regional markets across the Americas, Europe, and Asia. The company also leases modern distribution facilities to customers, including manufacturers, retailers, transportation companies, third-party logistics providers, and other enterprises.
4.2% Welltower Inc., Healthcare REITs
Welltower invests in senior housing and healthcare real estate properties.
3.8% Simon Property Group, Retail REITs
Simon Property owns, develops, and manages retail real estate properties, including regional malls, outlet centers, community/lifestyle centers, and international properties.
3.1% Equinix Inc., Specialized REITs
Equinix invests in interconnected data centers. It focuses on developing network and cloud-neutral data center platforms.
3.0% Camden Property Trust, Residential REITs
Camden owns and operates multifamily apartment communities in the US.
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12 | | Visit our website at pgim.com/investments |
Fees and Expenses (unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 held through the six-month period ended October 31, 2021. The example is for illustrative purposes only; you should consult the Prospectus for information on initial and subsequent minimum investment requirements.
Actual Expenses
The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to individual retirement accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of PGIM funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account over the six-month period when you estimate the total ongoing expenses paid over the period and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information
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PGIM Global Real Estate Fund | | | 13 | |
Fees and Expenses (continued)
provided in the expense table. Additional fees have the effect of reducing investment returns.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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PGIM Global Real Estate Fund
| | Beginning Account Value May 1, 2021 | | Ending Account Value October 31, 2021 | | Annualized Expense Ratio Based on the Six-Month Period | | Expenses Paid During the Six-Month Period* |
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Class A | | Actual | | $1,000.00 | | $1,098.20 | | 1.29% | | $6.82 |
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| | Hypothetical | | $1,000.00 | | $1,018.70 | | 1.29% | | $6.56 |
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Class C | | Actual | | $1,000.00 | | $1,094.80 | | 1.89% | | $9.98 |
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| | Hypothetical | | $1,000.00 | | $1,015.68 | | 1.89% | | $9.60 |
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Class R | | Actual | | $1,000.00 | | $1,097.00 | | 1.47% | | $7.77 |
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| | Hypothetical | | $1,000.00 | | $1,017.80 | | 1.47% | | $7.48 |
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Class Z | | Actual | | $1,000.00 | | $1,100.10 | | 0.91% | | $4.82 |
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| | Hypothetical | | $1,000.00 | | $1,020.62 | | 0.91% | | $4.63 |
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Class R2 | | Actual | | $1,000.00 | | $1,097.70 | | 1.30% | | $6.87 |
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| | Hypothetical | | $1,000.00 | | $1,018.65 | | 1.30% | | $6.61 |
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Class R4 | | Actual | | $1,000.00 | | $1,099.40 | | 1.05% | | $5.56 |
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| | Hypothetical | | $1,000.00 | | $1,019.91 | | 1.05% | | $5.35 |
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Class R6 | | Actual | | $1,000.00 | | $1,100.70 | | 0.78% | | $4.13 |
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| | Hypothetical | | $1,000.00
| | $1,021.27
| | 0.78%
| | $3.97
|
*Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended October 31, 2021, and divided by the 365 days in the Fund’s fiscal year ended October 31, 2021 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.
| | |
14 | | Visit our website at pgim.com/investments |
Schedule of Investments
as of October 31, 2021
| | | | | | | | |
| | |
Description | | Shares | | | Value | |
| | |
LONG-TERM INVESTMENTS 99.8% | | | | | | |
| | |
COMMON STOCKS | | | | | | |
| | |
Australia 3.3% | | | | | | |
Ingenia Communities Group, REIT | | | 2,274,940 | | | $ | 11,155,374 | |
Mirvac Group, REIT | | | 5,336,157 | | | | 11,338,468 | |
National Storage REIT, REIT | | | 5,370,415 | | | | 9,673,439 | |
Stockland, REIT | | | 5,262,755 | | | | 18,059,629 | |
| | | | | | | | |
| | |
| | | | | | | 50,226,910 | |
| | |
Belgium 2.0% | | | | | | |
Aedifica SA, REIT | | | 82,936 | | | | 11,058,077 | |
Shurgard Self Storage SA | | | 67,731 | | | | 4,179,362 | |
VGP NV | | | 61,377 | | | | 15,907,674 | |
| | | | | | | | |
| | |
| | | | | | | 31,145,113 | |
| | |
Canada 3.2% | | | | | | |
Canadian Apartment Properties REIT, REIT | | | 197,251 | | | | 9,631,446 | |
InterRent Real Estate Investment Trust, REIT | | | 891,187 | | | | 13,055,285 | |
Summit Industrial Income REIT, REIT | | | 1,331,517 | | | | 25,433,954 | |
| | | | | | | | |
| | |
| | | | | | | 48,120,685 | |
| | |
Finland 1.0% | | | | | | |
Kojamo OYJ | | | 680,026 | | | | 15,230,658 | |
| | |
France 0.8% | | | | | | |
Klepierre SA, REIT* | | | 145,990 | | | | 3,478,809 | |
Unibail-Rodamco-Westfield, REIT* | | | 133,819 | | | | 9,568,409 | |
| | | | | | | | |
| | |
| | | | | | | 13,047,218 | |
| | |
Germany 2.6% | | | | | | |
Aroundtown SA | | | 1,308,985 | | | | 9,098,307 | |
LEG Immobilien SE | | | 91,762 | | | | 13,692,471 | |
Vonovia SE | | | 268,382 | | | | 16,271,970 | |
| | | | | | | | |
| | |
| | | | | | | 39,062,748 | |
| | |
Hong Kong 4.4% | | | | | | |
CK Asset Holdings Ltd. | | | 1,117,909 | | | | 6,910,896 | |
Link REIT, REIT | | | 2,459,446 | | | | 21,837,114 | |
Sun Hung Kai Properties Ltd. | | | 1,835,213 | | | | 24,395,979 | |
See Notes to Financial Statements.
| | | | |
PGIM Global Real Estate Fund | | | 15 | |
Schedule of Investments (continued)
as of October 31, 2021
| | | | | | | | |
| | |
Description | | Shares | | | Value | |
| | |
COMMON STOCKS (Continued) | | | | | | |
| | |
Hong Kong (cont’d.) | | | | | | |
Swire Properties Ltd. | | | 3,308,108 | | | $ | 8,894,112 | |
Wharf Real Estate Investment Co. Ltd. | | | 960,277 | | | | 5,425,333 | |
| | | | | | | | |
| | |
| | | | | | | 67,463,434 | |
| | |
Japan 10.5% | | | | | | |
Daiwa House REIT Investment Corp., REIT | | | 2,467 | | | | 7,090,803 | |
GLP J-REIT, REIT | | | 6,694 | | | | 10,931,740 | |
Invincible Investment Corp., REIT | | | 36,877 | | | | 14,608,505 | |
Japan Hotel REIT Investment Corp., REIT | | | 18,122 | | | | 10,971,105 | |
Mitsui Fudosan Co. Ltd. | | | 1,143,863 | | | | 26,137,978 | |
Mitsui Fudosan Logistics Park, Inc., REIT | | | 1,880 | | | | 9,997,268 | |
Nippon Building Fund, Inc., REIT | | | 3,258 | | | | 21,195,684 | |
Nippon Prologis REIT, Inc., REIT | | | 3,988 | | | | 13,317,012 | |
Nomura Real Estate Master Fund, Inc., REIT | | | 9,011 | | | | 13,488,959 | |
Seibu Holdings, Inc.* | | | 774,327 | | | | 8,450,985 | |
Sumitomo Realty & Development Co. Ltd. | | | 667,941 | | | | 24,158,135 | |
| | | | | | | | |
| | |
| | | | | | | 160,348,174 | |
| | |
Singapore 2.7% | | | | | | |
CapitaLand Integrated Commercial Trust, REIT | | | 9,374,371 | | | | 14,963,985 | |
CapitaLand Investment Ltd.* | | | 1,777,809 | | | | 4,567,553 | |
Frasers Centrepoint Trust, REIT | | | 7,370,890 | | | | 13,172,636 | |
Mapletree Logistics Trust, REIT | | | 5,837,928 | | | | 8,766,451 | |
| | | | | | | | |
| | |
| | | | | | | 41,470,625 | |
| | |
Spain 0.6% | | | | | | |
Inmobiliaria Colonial Socimi SA, REIT | | | 904,248 | | | | 8,793,722 | |
| | |
Sweden 3.5% | | | | | | |
Castellum AB | | | 532,187 | | | | 14,166,593 | |
Fabege AB | | | 673,541 | | | | 11,393,996 | |
Pandox AB* | | | 921,772 | | | | 16,262,278 | |
Samhallsbyggnadsbolaget i Norden AB | | | 1,690,986 | | | | 11,357,170 | |
| | | | | | | | |
| | |
| | | | | | | 53,180,037 | |
| | |
United Kingdom 5.6% | | | | | | |
Big Yellow Group PLC, REIT | | | 706,163 | | | | 14,338,445 | |
British Land Co. PLC (The), REIT | | | 1,280,508 | | | | 8,671,169 | |
Capital & Counties Properties PLC, REIT | | | 4,805,260 | | | | 10,871,397 | |
See Notes to Financial Statements.
| | | | | | | | |
| | |
Description | | Shares | | | Value | |
| | |
COMMON STOCKS (Continued) | | | | | | |
| | |
United Kingdom (cont’d.) | | | | | | |
Segro PLC, REIT | | | 2,042,375 | | | $ | 36,156,674 | |
Tritax Big Box REIT PLC, REIT | | | 4,874,613 | | | | 15,018,777 | |
| | | | | | | | |
| | |
| | | | | | | 85,056,462 | |
| | |
United States 59.6% | | | | | | |
Acadia Realty Trust, REIT | | | 732,276 | | | | 15,656,061 | |
Alexandria Real Estate Equities, Inc., REIT | | | 62,897 | | | | 12,839,794 | |
American Homes 4 Rent (Class A Stock), REIT | | | 438,695 | | | | 17,811,017 | |
Boston Properties, Inc., REIT | | | 225,184 | | | | 25,589,910 | |
Camden Property Trust, REIT | | | 277,619 | | | | 45,279,659 | |
Community Healthcare Trust, Inc., REIT | | | 249,796 | | | | 11,950,241 | |
CubeSmart, REIT | | | 262,251 | | | | 14,426,427 | |
CyrusOne, Inc., REIT | | | 25,678 | | | | 2,106,110 | |
Digital Realty Trust, Inc., REIT(a) | | | 187,954 | | | | 29,661,021 | |
Douglas Emmett, Inc., REIT | | | 171,376 | | | | 5,600,568 | |
Duke Realty Corp., REIT | | | 194,876 | | | | 10,959,826 | |
EPR Properties, REIT | | | 404,123 | | | | 20,291,016 | |
Equinix, Inc., REIT | | | 55,758 | | | | 46,673,349 | |
Equity Residential, REIT | | | 433,249 | | | | 37,432,714 | |
Essential Properties Realty Trust, Inc., REIT | | | 855,152 | | | | 25,474,978 | |
Essex Property Trust, Inc., REIT | | | 112,022 | | | | 38,079,638 | |
Extra Space Storage, Inc., REIT | | | 124,769 | | | | 24,625,657 | |
Federal Realty Investment Trust, REIT | | | 166,026 | | | | 19,981,229 | |
First Industrial Realty Trust, Inc., REIT | | | 196,053 | | | | 11,416,166 | |
Global Medical REIT, Inc., REIT | | | 1,118,434 | | | | 18,543,636 | |
Healthcare Trust of America, Inc. (Class A Stock), REIT | | | 358,544 | | | | 11,971,784 | |
Highwoods Properties, Inc., REIT | | | 152,504 | | | | 6,838,279 | |
Host Hotels & Resorts, Inc., REIT* | | | 981,468 | | | | 16,518,106 | |
Invitation Homes, Inc., REIT | | | 536,004 | | | | 22,110,165 | |
JBG SMITH Properties, REIT | | | 143,251 | | | | 4,134,224 | |
Kimco Realty Corp., REIT | | | 1,152,451 | | | | 26,045,393 | |
Life Storage, Inc., REIT | | | 255,256 | | | | 34,155,805 | |
MGM Growth Properties LLC (Class A Stock), REIT | | | 360,948 | | | | 14,214,132 | |
National Retail Properties, Inc., REIT | | | 132,130 | | | | 5,993,417 | |
NETSTREIT Corp., REIT | | | 211,114 | | | | 5,117,403 | |
Park Hotels & Resorts, Inc., REIT* | | | 567,468 | | | | 10,515,182 | |
Pebblebrook Hotel Trust, REIT | | | 477,994 | | | | 10,735,745 | |
Phillips Edison & Co., Inc., REIT | | | 264,930 | | | | 7,984,990 | |
Prologis, Inc., REIT | | | 548,944 | | | | 79,574,922 | |
Public Storage, REIT | | | 41,271 | | | | 13,709,401 | |
Rexford Industrial Realty, Inc., REIT | | | 445,189 | | | | 29,916,701 | |
Simon Property Group, Inc., REIT | | | 395,180 | | | | 57,925,484 | |
Spirit Realty Capital, Inc., REIT | | | 320,003 | | | | 15,657,747 | |
UDR, Inc., REIT | | | 490,218 | | | | 27,221,806 | |
See Notes to Financial Statements.
| | | | |
PGIM Global Real Estate Fund | | | 17 | |
Schedule of Investments (continued)
as of October 31, 2021
| | | | | | | | |
| | |
Description | | Shares | | | Value | |
| | |
COMMON STOCKS (Continued) | | | | | | |
| | |
United States (cont’d.) | | | | | | |
VICI Properties, Inc., REIT(a) | | | 285,473 | | | $ | 8,378,633 | |
Welltower, Inc., REIT | | | 794,500 | | | | 63,877,800 | |
| | | | | | | | |
| | |
| | | | | | | 906,996,136 | |
| | | | | | | | |
TOTAL LONG-TERM INVESTMENTS (cost $1,194,747,687) | | | | | | | 1,520,141,922 | |
| | | | | | | | |
| | |
SHORT-TERM INVESTMENTS 0.9% | | | | | | |
| | |
AFFILIATED MUTUAL FUNDS | | | | | | |
PGIM Core Ultra Short Bond Fund(wa) | | | 3,308,653 | | | | 3,308,653 | |
PGIM Institutional Money Market Fund | | | | | | | | |
(cost $9,797,288; includes $9,796,810 of cash collateral for securities on loan)(b)(wa) | | | 9,803,170 | | | | 9,797,288 | |
| | | | | | | | |
| | |
TOTAL SHORT-TERM INVESTMENTS (cost $13,105,941) | | | | | | | 13,105,941 | |
| | | | | | | | |
| | |
TOTAL INVESTMENTS 100.7% (cost $1,207,853,628) | | | | | | | 1,533,247,863 | |
Liabilities in excess of other assets (0.7)% | | | | | | | (10,522,024 | ) |
| | | | | | | | |
| | |
NET ASSETS 100.0% | | | | | | $ | 1,522,725,839 | |
| | | | | | | | |
Below is a list of the abbreviation(s) used in the annual report:
LIBOR—London Interbank Offered Rate
REITs—Real Estate Investment Trust
* | 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 $9,405,233; cash collateral of $9,796,810 (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.
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 October 31, 2021 in valuing such portfolio securities:
| | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | |
Investments in Securities | | | | | | | | | | | | |
Assets | | | | | | | | | | | | |
Long-Term Investments | | | | | | | | | | | | |
Common Stocks | | | | | | | | | | | | |
Australia | | $ | — | | | $ | 50,226,910 | | | $ | — | |
Belgium | | | — | | | | 31,145,113 | | | | — | |
Canada | | | 48,120,685 | | | | — | | | | — | |
Finland | | | — | | | | 15,230,658 | | | | — | |
France | | | — | | | | 13,047,218 | | | | — | |
Germany | | | — | | | | 39,062,748 | | | | — | |
Hong Kong | | | — | | | | 67,463,434 | | | | — | |
Japan | | | — | | | | 160,348,174 | | | | — | |
Singapore | | | — | | | | 41,470,625 | | | | — | |
Spain | | | — | | | | 8,793,722 | | | | — | |
Sweden | | | — | | | | 53,180,037 | | | | — | |
United Kingdom | | | — | | | | 85,056,462 | | | | — | |
United States | | | 906,996,136 | | | | — | | | | — | |
Short-Term Investments | | | | | | | | | | | | |
Affiliated Mutual Funds | | | 13,105,941 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total | | $ | 968,222,762 | | | $ | 565,025,101 | | | $ | — | |
| | | | | | | | | | | | |
See Notes to Financial Statements.
| | | | |
PGIM Global Real Estate Fund | | | 19 | |
Schedule of Investments (continued)
as of October 31, 2021
Sector Classification:
The sector classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of October 31, 2021 were as follows (unaudited):
| | | | |
Industrial REITs | | | 16.6 | % |
Specialized REITs | | | 15.0 | |
Retail REITs | | | 14.7 | |
Residential REITs | | | 14.7 | |
Real Estate Operating Companies | | | 9.4 | |
Health Care REITs | | | 7.7 | |
Office REITs | | | 5.7 | |
Diversified REITs | | | 5.7 | |
Diversified Real Estate Activities | | | 5.2 | |
Hotel & Resort REITs | | | 4.2 | |
| | | | |
Affiliated Mutual Funds (0.6% represents investments purchased with collateral from securities on loan) | | | 0.9 | % |
Railroads | | | 0.5 | |
Real Estate Development | | | 0.4 | |
| | | | |
| | | 100.7 | |
Liabilities in excess of other assets | | | (0.7 | ) |
| | | | |
| | | 100.0 | % |
| | | | |
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 | | | $ | 9,405,233 | | | | $ | (9,405,233 | ) | | | $ | — | |
| | | | | | | | | | | | | | | |
(1) | Collateral amount disclosed by the Fund is limited to the market value of financial instruments/transactions. |
See Notes to Financial Statements.
Statement of Assets and Liabilities
as of October 31, 2021
| | | | |
Assets | | | | |
Investments at value, including securities on loan of $9,405,233: | | | | |
Unaffiliated investments (cost $1,194,747,687) | | $ | 1,520,141,922 | |
Affiliated investments (cost $13,105,941) | | | 13,105,941 | |
Foreign currency, at value (cost $33,259) | | | 33,205 | |
Receivable for investments sold | | | 17,501,632 | |
Receivable for Fund shares sold | | | 1,555,125 | |
Dividends receivable | | | 1,437,333 | |
Tax reclaim receivable | | | 792,525 | |
Prepaid expenses | | | 12,410 | |
| | | | |
Total Assets | | | 1,554,580,093 | |
| | | | |
| |
Liabilities | | | |
Payable for Fund shares purchased | | | 20,778,175 | |
Payable to broker for collateral for securities on loan | | | 9,796,810 | |
Management fee payable | | | 958,669 | |
Accrued expenses and other liabilities | | | 246,221 | |
Distribution fee payable | | | 56,700 | |
Affiliated transfer agent fee payable | | | 12,369 | |
Payable for investments purchased | | | 3,533 | |
Trustees’ fees payable | | | 1,777 | |
| | | | |
Total Liabilities | | | 31,854,254 | |
| | | | |
| |
Net Assets | | $ | 1,522,725,839 | |
| | | | |
| | | | |
Net assets were comprised of: | | | | |
Shares of beneficial interest, at par | | $ | 55,231 | |
Paid-in capital in excess of par | | | 1,032,642,740 | |
Total distributable earnings (loss) | | | 490,027,868 | |
| | | | |
Net assets, October 31, 2021 | | $ | 1,522,725,839 | |
| | | | |
See Notes to Financial Statements.
| | | | |
PGIM Global Real Estate Fund | | | 21 | |
Statement of Assets and Liabilities
as of October 31, 2021
| | | | |
Class A | | | | |
Net asset value and redemption price per share, ($153,762,547 ÷ 5,603,518 shares of beneficial interest issued and outstanding) | | $ | 27.44 | |
Maximum sales charge (5.50% of offering price) | | | 1.60 | |
| | | | |
Maximum offering price to public | | $ | 29.04 | |
| | | | |
| |
Class C | | | |
Net asset value, offering price and redemption price per share, ($14,756,142 ÷ 553,034 shares of beneficial interest issued and outstanding) | | $ | 26.68 | |
| | | | |
| |
Class R | | | |
Net asset value, offering price and redemption price per share, ($14,415,189 ÷ 526,903 shares of beneficial interest issued and outstanding) | | $ | 27.36 | |
| | | | |
| |
Class Z | | | |
Net asset value, offering price and redemption price per share, ($755,204,882 ÷ 27,362,579 shares of beneficial interest issued and outstanding) | | $ | 27.60 | |
| | | | |
| |
Class R2 | | | |
Net asset value, offering price and redemption price per share, ($688,957 ÷ 25,014 shares of beneficial interest issued and outstanding) | | $ | 27.54 | |
| | | | |
| |
Class R4 | | | |
Net asset value, offering price and redemption price per share, ($937,360 ÷ 34,007 shares of beneficial interest issued and outstanding) | | $ | 27.56 | |
| | | | |
| |
Class R6 | | | |
Net asset value, offering price and redemption price per share, ($582,960,762 ÷ 21,126,359 shares of beneficial interest issued and outstanding) | | $ | 27.59 | |
| | | | |
See Notes to Financial Statements.
Statement of Operations
Year Ended October 31, 2021
| | | | | | | |
Net Investment Income (Loss) | | | | | | | |
Income | | | | | | | |
Unaffiliated dividend income (net of $1,313,309 foreign withholding tax) | | | $ | 31,099,363 | | | |
Income from securities lending, net (including affiliated income of $9,169) | | | | 24,838 | | | |
Affiliated dividend income | | | | 6,656 | | | |
| | | | | | | |
Total income | | | | 31,130,857 | | | |
| | | | | | | |
| | |
Expenses | | | | | | | |
Management fee | | | | 10,162,529 | | | |
Distribution fee(a) | | | | 713,964 | | | |
Shareholder servicing fees(a) | | | | 1,115 | | | |
Transfer agent’s fees and expenses (including affiliated expense of $74,437)(a) | | | | 1,300,242 | | | |
Custodian and accounting fees | | | | 204,074 | | | |
Registration fees(a) | | | | 82,972 | | | |
Shareholders’ reports | | | | 60,611 | | | |
Audit fee | | | | 31,003 | | | |
Legal fees and expenses | | | | 24,823 | | | |
Trustees’ fees | | | | 24,790 | | | |
Miscellaneous | | | | 76,296 | | | |
| | | | | | | |
Total expenses | | | | 12,682,419 | | | |
Less: Fee waiver and/or expense reimbursement(a) | | | | (11,230 | ) | | |
Distribution fee waiver(a) | | | | (35,247 | ) | | |
| | | | | | | |
Net expenses | | | | 12,635,942 | | | |
| | | | | | | |
Net investment income (loss) | | | | 18,494,915 | | | |
| | | | | | | |
| | |
Realized And Unrealized Gain (Loss) On Investment And Foreign Currency Transactions | | | | |
Net realized gain (loss) on: | | | | | | | |
Investment transactions (including affiliated of $(6,153)) | | | | 212,331,693 | | | |
Foreign currency transactions | | | | (134,017 | ) | | |
| | | | | | | |
| | | | 212,197,676 | | | |
| | | | | | | |
Net change in unrealized appreciation (depreciation) on: | | | | | | | |
Investments (including affiliated of $(3,881)) | | | | 196,493,954 | | | |
Foreign currencies | | | | (76,637 | ) | | |
| | | | | | | |
| | | | 196,417,317 | | | |
| | | | | | | |
Net gain (loss) on investment and foreign currency transactions | | | | 408,614,993 | | | |
| | | | | | | |
Net Increase (Decrease) In Net Assets Resulting From Operations | | | $ | 427,109,908 | | | |
| | | | | | | |
(a) | Class specific expenses and waivers were as follows: |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Class A | | | Class C | | | Class R | | | Class Z | | | Class R2 | | | Class R4 | | | Class R6 | |
| | | | | | | |
Distribution fee | | | 422,423 | | | | 184,688 | | | | 105,742 | | | | — | | | | 1,111 | | | | — | | | | — | |
Shareholder servicing fees | | | — | | | | — | | | | — | | | | — | | | | 350 | | | | 765 | | | | — | |
Transfer agent’s fees and expenses | | | 300,167 | | | | 21,263 | | | | 28,429 | | | | 938,541 | | | | 887 | | | | 1,362 | | | | 9,593 | |
Registration fees | | | 14,518 | | | | 9,011 | | | | 5,038 | | | | 24,608 | | | | 5,038 | | | | 6,288 | | | | 18,471 | |
Fee waiver and/or expense reimbursement | | | — | | | | — | | | | — | | | | — | | | | (5,072 | ) | | | (6,158 | ) | | | — | |
Distribution fee waiver | | | — | | | | — | | | | (35,247 | ) | | | — | | | | — | | | | — | | | | — | |
See Notes to Financial Statements.
| | | | |
PGIM Global Real Estate Fund | | | 23 | |
Statements of Changes in Net Assets
| | | | | | | | |
| |
| | Year Ended October 31, | |
| | |
| | 2021 | | | 2020 | |
| | |
Increase (Decrease) in Net Assets | | | | | | | | |
Operations | | | | | | | | |
Net investment income (loss) | | $ | 18,494,915 | | | $ | 25,311,827 | |
Net realized gain (loss) on investment and foreign currency transactions | | | 212,197,676 | | | | 24,430,338 | |
Net change in unrealized appreciation (depreciation) on investments and foreign currencies | | | 196,417,317 | | | | (320,056,808 | ) |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 427,109,908 | | | | (270,314,643 | ) |
| | | | | | | | |
Dividends and Distributions | | | | | | | | |
Distributions from distributable earnings | | | | | | | | |
Class A | | | (1,508,193 | ) | | | (17,767,151 | ) |
Class B | | | — | | | | (380,431 | ) |
Class C | | | (98,634 | ) | | | (5,500,197 | ) |
Class R | | | (109,922 | ) | | | (2,023,130 | ) |
Class Z | | | (9,707,872 | ) | | | (109,591,519 | ) |
Class R2 | | | (4,645 | ) | | | (25,361 | ) |
Class R4 | | | (10,595 | ) | | | (73,643 | ) |
Class R6 | | | (7,316,802 | ) | | | (47,655,645 | ) |
| | | | | | | | |
| | | (18,756,663 | ) | | | (183,017,077 | ) |
| | | | | | | | |
Tax return of capital distributions | | | | | | | | |
Class A | | | — | | | | (1,511,005 | ) |
Class B | | | — | | | | (32,353 | ) |
Class C | | | — | | | | (467,764 | ) |
Class R | | | — | | | | (172,057 | ) |
Class Z | | | — | | | | (9,320,197 | ) |
Class R2 | | | — | | | | (2,157 | ) |
Class R4 | | | — | | | | (6,263 | ) |
Class R6 | | | — | | | | (4,052,869 | ) |
| | | | | | | | |
| | | — | | | | (15,564,665 | ) |
| | | | | | | | |
Fund share transactions (Net of share conversions) | | | | | | | | |
Net proceeds from shares sold | | | 312,798,775 | | | | 321,462,855 | |
Net asset value of shares issued in reinvestment of dividends and distributions | | | 17,101,728 | | | | 173,255,496 | |
Cost of shares purchased | | | (367,662,340 | ) | | | (590,994,288 | ) |
| | | | | | | | |
Net increase (decrease) in net assets from Fund share transactions | | | (37,761,837 | ) | | | (96,275,937 | ) |
| | | | | | | | |
Total increase (decrease) | | | 370,591,408 | | | | (565,172,322 | ) |
| | |
Net Assets: | | | | | | | | |
Beginning of year | | | 1,152,134,431 | | | | 1,717,306,753 | |
| | | | | | | | |
End of year | | | $1,522,725,839 | | | | $1,152,134,431 | |
| | | | | | | | |
See Notes to Financial Statements.
Financial Highlights
| | | | | | | | | | | | | | | | | | | | |
Class A Shares | |
| | Year Ended October 31, | |
| | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | |
Per Share Operating Performance(a): | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | | $20.05 | | | | $27.31 | | | | $22.97 | | | | $24.07 | | | | $23.41 | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 0.25 | | | | 0.31 | | | | 0.36 | | | | 0.42 | | | | 0.31 | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | 7.41 | | | | (4.45 | ) | | | 4.87 | | | | (0.36 | ) | | | 1.21 | |
Total from investment operations | | | 7.66 | | | | (4.14 | ) | | | 5.23 | | | | 0.06 | | | | 1.52 | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.27 | ) | | | (0.88 | ) | | | (0.51 | ) | | | (0.74 | ) | | | (0.57 | ) |
Tax return of capital distributions | | | - | | | | (0.25 | ) | | | - | | | | - | | | | - | |
Distributions from net realized gains | | | - | | | | (1.99 | ) | | | (0.38 | ) | | | (0.42 | ) | | | (0.29 | ) |
Total dividends and distributions | | | (0.27 | ) | | | (3.12 | ) | | | (0.89 | ) | | | (1.16 | ) | | | (0.86 | ) |
Net asset value, end of year | | | $27.44 | | | | $20.05 | | | | $27.31 | | | | $22.97 | | | | $24.07 | |
Total Return(b): | | | 38.32 | % | | | (16.64 | )% | | | 23.50 | % | | | 0.11 | % | | | 6.72 | % |
| |
Ratios/Supplemental Data: | |
Net assets, end of year (000) | | | $153,763 | | | | $122,346 | | | | $169,987 | | | | $161,591 | | | | $283,167 | |
Average net assets (000) | | | $140,808 | | | | $139,599 | | | | $160,416 | | | | $231,191 | | | | $376,991 | |
Ratios to average net assets(c)(d): | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | 1.30 | % | | | 1.42 | % | | | 1.50 | % | | | 1.46 | % | | | 1.27 | % |
Expenses before waivers and/or expense reimbursement | | | 1.30 | % | | | 1.42 | % | | | 1.50 | % | | | 1.46 | % | | | 1.27 | % |
Net investment income (loss) | | | 1.00 | % | | | 1.40 | % | | | 1.43 | % | | | 1.79 | % | | | 1.33 | % |
Portfolio turnover rate(e) | | | 149 | % | | | 158 | % | | | 82 | % | | | 57 | % | | | 66 | % |
(a) | Calculated based on average shares outstanding during the year. |
(b) | Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. |
(c) | Does not include expenses of the underlying funds in which the Fund invests. |
(d) | Effective November 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class. |
(e) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
PGIM Global Real Estate Fund | | | 25 | |
Financial Highlights (continued)
| | | | | | | | | | | | | | | | | | | | |
Class C Shares | |
| | Year Ended October 31, | |
| | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | |
Per Share Operating Performance(a): | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | | $19.51 | | | | $26.69 | | | | $22.46 | | | | $23.57 | | | | $22.98 | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 0.10 | | | | 0.19 | | | | 0.25 | | | | 0.30 | | | | 0.15 | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | 7.20 | | | | (4.34 | ) | | | 4.77 | | | | (0.35 | ) | | | 1.18 | |
Total from investment operations | | | 7.30 | | | | (4.15 | ) | | | 5.02 | | | | (0.05 | ) | | | 1.33 | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.13 | ) | | | (0.79 | ) | | | (0.41 | ) | | | (0.64 | ) | | | (0.45 | ) |
Tax return of capital distributions | | | - | | | | (0.25 | ) | | | - | | | | - | | | | - | |
Distributions from net realized gains | | | - | | | | (1.99 | ) | | | (0.38 | ) | | | (0.42 | ) | | | (0.29 | ) |
Total dividends and distributions | | | (0.13 | ) | | | (3.03 | ) | | | (0.79 | ) | | | (1.06 | ) | | | (0.74 | ) |
Net asset value, end of year | | | $26.68 | | | | $19.51 | | | | $26.69 | | | | $22.46 | | | | $23.57 | |
Total Return(b): | | | 37.48 | % | | | (17.11 | )% | | | 23.05 | % | | | (0.36 | )% | | | 5.99 | % |
| |
Ratios/Supplemental Data: | |
Net assets, end of year (000) | | | $14,756 | | | | $23,586 | | | | $54,343 | | | | $67,679 | | | | $96,562 | |
Average net assets (000) | | | $18,469 | | | | $38,807 | | | | $62,207 | | | | $82,784 | | | | $116,225 | |
Ratios to average net assets(c)(d): | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | 1.95 | % | | | 1.95 | % | | | 1.91 | % | | | 1.92 | % | | | 1.97 | % |
Expenses before waivers and/or expense reimbursement | | | 1.95 | % | | | 1.95 | % | | | 1.91 | % | | | 1.92 | % | | | 1.97 | % |
Net investment income (loss) | | | 0.41 | % | | | 0.90 | % | | | 1.05 | % | | | 1.29 | % | | | 0.67 | % |
Portfolio turnover rate(e) | | | 149 | % | | | 158 | % | | | 82 | % | | | 57 | % | | | 66 | % |
(a) | Calculated based on average shares outstanding during the year. |
(b) | Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. |
(c) | Does not include expenses of the underlying funds in which the Fund invests. |
(d) | Effective November 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class. |
(e) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | | | | | |
Class R Shares | |
| | Year Ended October 31, | |
| | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | |
Per Share Operating Performance(a): | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | | $19.97 | | | | $27.24 | | | | $22.90 | | | | $24.01 | | | | $23.36 | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 0.20 | | | | 0.27 | | | | 0.33 | | | | 0.40 | | | | 0.27 | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | 7.38 | | | | (4.44 | ) | | | 4.88 | | | | (0.38 | ) | | | 1.21 | |
Total from investment operations | | | 7.58 | | | | (4.17 | ) | | | 5.21 | | | | 0.02 | | | | 1.48 | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.19 | ) | | | (0.86 | ) | | | (0.49 | ) | | | (0.71 | ) | | | (0.54 | ) |
Tax return of capital distributions | | | - | | | | (0.25 | ) | | | - | | | | - | | | | - | |
Distributions from net realized gains | | | - | | | | (1.99 | ) | | | (0.38 | ) | | | (0.42 | ) | | | (0.29 | ) |
Total dividends and distributions | | | (0.19 | ) | | | (3.10 | ) | | | (0.87 | ) | | | (1.13 | ) | | | (0.83 | ) |
Net asset value, end of year | | | $27.36 | | | | $19.97 | | | | $27.24 | | | | $22.90 | | | | $24.01 | |
Total Return(b): | | | 38.08 | % | | | (16.82 | )% | | | 23.45 | % | | | (0.06 | )% | | | 6.52 | % |
| |
Ratios/Supplemental Data: | |
Net assets, end of year (000) | | | $14,415 | | | | $12,562 | | | | $19,815 | | | | $19,864 | | | | $33,346 | |
Average net assets (000) | | | $14,099 | | | | $15,354 | | | | $19,694 | | | | $24,550 | | | | $33,336 | |
Ratios to average net assets(c)(d): | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | 1.52 | % | | | 1.58 | % | | | 1.58 | % | | | 1.60 | % | | | 1.47 | % |
Expenses before waivers and/or expense reimbursement | | | 1.77 | % | | | 1.83 | % | | | 1.83 | % | | | 1.85 | % | | | 1.72 | % |
Net investment income (loss) | | | 0.80 | % | | | 1.25 | % | | | 1.35 | % | | | 1.70 | % | | | 1.15 | % |
Portfolio turnover rate(e) | | | 149 | % | | | 158 | % | | | 82 | % | | | 57 | % | | | 66 | % |
(a) | Calculated based on average shares outstanding during the year. |
(b) | Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. |
(c) | Does not include expenses of the underlying funds in which the Fund invests. |
(d) | Effective November 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class. |
(e) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
PGIM Global Real Estate Fund | | | 27 | |
Financial Highlights (continued)
| | | | | | | | | | | | | | | | | | | | |
Class Z Shares | |
| | Year Ended October 31, | |
| | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | |
Per Share Operating Performance(a): | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | | $20.15 | | | | $27.45 | | | | $23.07 | | | | $24.17 | | | | $23.50 | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 0.34 | | | | 0.42 | | | | 0.50 | | | | 0.55 | | | | 0.39 | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | 7.46 | | | | (4.48 | ) | | | 4.92 | | | | (0.36 | ) | | | 1.21 | |
Total from investment operations | | | 7.80 | | | | (4.06 | ) | | | 5.42 | | | | 0.19 | | | | 1.60 | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.35 | ) | | | (1.00 | ) | | | (0.66 | ) | | | (0.87 | ) | | | (0.64 | ) |
Tax return of capital distributions | | | - | | | | (0.25 | ) | | | - | | | | - | | | | - | |
Distributions from net realized gains | | | - | | | | (1.99 | ) | | | (0.38 | ) | | | (0.42 | ) | | | (0.29 | ) |
Total dividends and distributions | | | (0.35 | ) | | | (3.24 | ) | | | (1.04 | ) | | | (1.29 | ) | | | (0.93 | ) |
Net asset value, end of year | | | $27.60 | | | | $20.15 | | | | $27.45 | | | | $23.07 | | | | $24.17 | |
Total Return(b): | | | 38.87 | % | | | (16.26 | )% | | | 24.27 | % | | | 0.64 | % | | | 7.05 | % |
| |
Ratios/Supplemental Data: | |
Net assets, end of year (000) | | | $755,205 | | | | $609,899 | | | | $1,030,064 | | | | $974,596 | | | | $1,473,514 | |
Average net assets (000) | | | $696,648 | | | | $794,641 | | | | $971,722 | | | | $1,175,745 | | | | $1,747,768 | |
Ratios to average net assets(c)(d): | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | 0.92 | % | | | 0.94 | % | | | 0.92 | % | | | 0.93 | % | | | 0.97 | % |
Expenses before waivers and/or expense reimbursement | | | 0.92 | % | | | 0.94 | % | | | 0.92 | % | | | 0.93 | % | | | 0.97 | % |
Net investment income (loss) | | | 1.38 | % | | | 1.90 | % | | | 2.01 | % | | | 2.32 | % | | | 1.65 | % |
Portfolio turnover rate(e) | | | 149 | % | | | 158 | % | | | 82 | % | | | 57 | % | | | 66 | % |
(a) | Calculated based on average shares outstanding during the year. |
(b) | Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. |
(c) | Does not include expenses of the underlying funds in which the Fund invests. |
(d) | Effective November 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class. |
(e) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class R2 Shares | | |
| | Year Ended October 31, | | | | December 27, 2017(a) through October 31, 2018 | | |
| | 2021 | | 2020 | | 2019 | | |
Per Share Operating Performance(b): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | | | $20.11 | | | | | $27.40 | | | | | $23.05 | | | | | | | | | | $24.10 | | | | | | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | | 0.25 | | | | | 0.32 | | | | | 0.34 | | | | | | | | | | 0.24 | | | | | | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | | 7.43 | | | | | (4.45 | ) | | | | 4.97 | | | | | | | | | | (0.96 | ) | | | | | |
Total from investment operations | | | | 7.68 | | | | | (4.13 | ) | | | | 5.31 | | | | | | | | | | (0.72 | ) | | | | | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | | (0.25 | ) | | | | (0.92 | ) | | | | (0.58 | ) | | | | | | | | | (0.33 | ) | | | | | |
Tax return of capital distributions | | | | - | | | | | (0.25 | ) | | | | - | | | | | | | | | | - | | | | | | |
Distributions from net realized gains | | | | - | | | | | (1.99 | ) | | | | (0.38 | ) | | | | | | | | | - | | | | | | |
Total dividends and distributions | | | | (0.25 | ) | | | | (3.16 | ) | | | | (0.96 | ) | | | | | | | | | (0.33 | ) | | | | | |
Net asset value, end of period | | | | $27.54 | | | | | $20.11 | | | | | $27.40 | | | | | | | | | | $23.05 | | | | | | |
Total Return(c) : | | | | 38.33 | % | | | | (16.56 | )% | | | | 23.77 | % | | | | | | | | | (3.01 | )% | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | |
Net assets, end of period (000) | | | | $689 | | | | | $237 | | | | | $222 | | | | | | | | | | $10 | | | | | | |
Average net assets (000) | | | | $444 | | | | | $223 | | | | | $69 | | | | | | | | | | $10 | | | | | | |
Ratios to average net assets(d): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | | 1.30 | % | | | | 1.30 | % | | | | 1.30 | % | | | | | | | | | 1.30 | %(e) | | | | | |
Expenses before waivers and/or expense reimbursement | | | | 2.44 | % | | | | 7.86 | % | | | | 19.11 | % | | | | | | | | | 209.91 | %(e) | | | | | |
Net investment income (loss) | | | | 0.97 | % | | | | 1.48 | % | | | | 1.28 | % | | | | | | | | | 1.22 | %(e) | | | | | |
Portfolio turnover rate(f) | | | | 149 | % | | | | 158 | % | | | | 82 | % | | | | | | | | | 57 | % | | | | | |
(a) | Commencement of offering. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(d) | Does not include expenses of the underlying funds in which the Fund invests. |
(f) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
PGIM Global Real Estate Fund | | | 29 | |
Financial Highlights (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class R4 Shares | | |
| | Year Ended October 31, | | | | December 27, 2017(a) through October 31, 2018 | | |
| | | | | | | | | | |
| | 2021 | | 2020 | | 2019 | | | | | | |
| | | | | | | | | | |
Per Share Operating Performance(b): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | | | $20.12 | | | | | $27.41 | | | | | $23.06 | | | | | | | | | | $24.10 | | | | | | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | | 0.31 | | | | | 0.39 | | | | | 0.47 | | | | | | | | | | (0.27 | ) | | | | | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | | 7.44 | | | | | (4.47 | ) | | | | 4.90 | | | | | | | | | | (0.39 | ) | | | | | |
Total from investment operations | | | | 7.75 | | | | | (4.08 | ) | | | | 5.37 | | | | | | | | | | (0.66 | ) | | | | | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | | (0.31 | ) | | | | (0.97 | ) | | | | (0.64 | ) | | | | | | | | | (0.38 | ) | | | | | |
Tax return of capital distributions | | | | - | | | | | (0.25 | ) | | | | - | | | | | | | | | | - | | | | | | |
Distributions from net realized gains | | | | - | | | | | (1.99 | ) | | | | (0.38 | ) | | | | | | | | | - | | | | | | |
Total dividends and distributions | | | | (0.31 | ) | | | | (3.21 | ) | | | | (1.02 | ) | | | | | | | | | (0.38 | ) | | | | | |
Net asset value, end of period | | | | $27.56 | | | | | $20.12 | | | | | $27.41 | | | | | | | | | | $23.06 | | | | | | |
Total Return(c): | | | | 38.68 | % | | | | (16.35 | )% | | | | 24.08 | % | | | | | | | | | (2.77 | )% | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | |
Net assets, end of period (000) | | | | $937 | | | | | $658 | | | | | $577 | | | | | | | | | | $295 | | | | | | |
Average net assets (000) | | | | $839 | | | | | $616 | | | | | $409 | | | | | | | | | | $24 | | | | | | |
Ratios to average net assets(d): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | | 1.05 | % | | | | 1.05 | % | | | | 1.05 | % | | | | | | | | | 1.05 | %(e) | | | | | |
Expenses before waivers and/or expense reimbursement | | | | 1.78 | % | | | | 3.39 | % | | | | 4.06 | % | | | | | | | | | 87.40 | %(e) | | | | | |
Net investment income (loss) | | | | 1.26 | % | | | | 1.78 | % | | | | 1.86 | % | | | | | | | | | (1.35 | )%(e) | | | | | |
Portfolio turnover rate(f) | | | | 149 | % | | | | 158 | % | | | | 82 | % | | | | | | | | | 57 | % | | | | | |
(a) | Commencement of offering. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(d) | Does not include expenses of the underlying funds in which the Fund invests. |
(f) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | | | | | |
Class R6 Shares | |
| | Year Ended October 31, | |
| | 2021 | | | 2020 | | | 2019 | | | 2018 | | | 2017 | |
Per Share Operating Performance(a): | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Year | | | $20.14 | | | | $27.44 | | | | $23.06 | | | | $24.17 | | | | $23.51 | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | 0.37 | | | | 0.44 | | | | 0.54 | | | | 0.53 | | | | 0.43 | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | 7.46 | | | | (4.47 | ) | | | 4.90 | | | | (0.32 | ) | | | 1.20 | |
Total from investment operations | | | 7.83 | | | | (4.03 | ) | | | 5.44 | | | | 0.21 | | | | 1.63 | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | (0.38 | ) | | | (1.03 | ) | | | (0.68 | ) | | | (0.90 | ) | | | (0.68 | ) |
Tax return of capital distributions | | | - | | | | (0.25 | ) | | | - | | | | - | | | | - | |
Distributions from net realized gains | | | - | | | | (1.99 | ) | | | (0.38 | ) | | | (0.42 | ) | | | (0.29 | ) |
Total dividends and distributions | | | (0.38 | ) | | | (3.27 | ) | | | (1.06 | ) | | | (1.32 | ) | | | (0.97 | ) |
Net asset value, end of year | | | $27.59 | | | | $20.14 | | | | $27.44 | | | | $23.06 | | | | $24.17 | |
Total Return(b): | | | 39.05 | % | | | (16.14 | )% | | | 24.42 | % | | | 0.74 | % | | | 7.18 | % |
| |
Ratios/Supplemental Data: | |
Net assets, end of year (000) | | | $582,961 | | | | $382,847 | | | | $438,023 | | | | $863,357 | | | | $748,552 | |
Average net assets (000) | | | $483,697 | | | | $383,591 | | | | $711,529 | | | | $896,240 | | | | $575,716 | |
Ratios to average net assets(c)(d): | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | 0.79 | % | | | 0.80 | % | | | 0.79 | % | | | 0.80 | % | | | 0.80 | % |
Expenses before waivers and/or expense reimbursement | | | 0.79 | % | | | 0.80 | % | | | 0.79 | % | | | 0.80 | % | | | 0.80 | % |
Net investment income (loss) | | | 1.50 | % | | | 2.01 | % | | | 2.19 | % | | | 2.23 | % | | | 1.81 | % |
Portfolio turnover rate(e) | | | 149 | % | | | 158 | % | | | 82 | % | | | 57 | % | | | 66 | % |
(a) | Calculated based on average shares outstanding during the year. |
(b) | Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. |
(c) | Does not include expenses of the underlying funds in which the Fund invests. |
(d) | Effective November 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class. |
(e) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
PGIM Global Real Estate Fund | | | 31 | |
Notes to Financial Statements
Prudential Investment Portfolios 12 (the “Registered Investment Company” or “RIC”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The RIC is organized as a Delaware Statutory Trust and currently consists of six separate funds: PGIM Global Real Estate Fund, PGIM Jennison International Small-Mid Cap Opportunities Fund, PGIM Jennison NextGeneration Global Opportunities Fund, PGIM Jennison Technology Fund, PGIM Short Duration Muni Fund and PGIM US Real Estate Fund. These financial statements relate only to the PGIM Global Real Estate Fund (the “Fund”). The Fund is classified as a diversified fund for purposes of the 1940 Act.
The investment objective of the Fund is capital appreciation and income.
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 RIC’s Board of Trustees (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or the “Manager”). Pursuant to the Board’s delegation, the Manager has established a Valuation Committee responsible for supervising the fair valuation of portfolio securities and other assets and liabilities. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A record of the Valuation Committee’s actions is subject to the Board’s review at its first quarterly meeting following the quarter in which such actions take place.
For the fiscal reporting year-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 Measurements and Disclosures.
Common or preferred stocks, exchange-traded funds 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 valuation date exists, these securities are generally valued at the mean between the last reported bid and ask prices, or at the last bid price in the absence of an ask price. These securities are classified as Level 2 in the fair value hierarchy.
Foreign equities traded on foreign securities exchanges are generally valued using pricing vendor services that provide model prices derived using adjustment factors based on information such as local closing price, relevant general and sector indices, currency fluctuations, depositary receipts, and futures, as applicable. Securities valued using such model prices are classified as Level 2 in the fair value hierarchy. The models generate an evaluated adjustment factor for each security, which is applied to the local closing price to adjust it for post closing market movements up to the time the Fund is valued. Utilizing that evaluated adjustment factor, the vendor provides an evaluated price for each security. If the vendor does not provide an evaluated price, securities are valued in accordance with exchange-traded common and preferred stock valuation policies discussed above.
Investments in open-end funds (other than exchange-traded funds) are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.
Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy. Altering one or more unobservable inputs may result in a significant change to a Level 3 security’s fair value measurement.
| | | | |
PGIM Global Real Estate Fund | | | 33 | |
Notes to Financial Statements (continued)
When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the Manager 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.
Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:
(i) market value of investment securities, other assets and liabilities — at the exchange rate as of the valuation date;
(ii) purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities held at the end of the period. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities sold during the period. Accordingly, holding period unrealized and realized foreign currency gains (losses) are included in the reported Net change in unrealized appreciation (depreciation) on investments and Net realized gains (losses) on investment transactions on the Statements of Operations.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the disposition of holdings of foreign currencies, currency gains (losses) realized between the trade and settlement dates on investment transactions, and the difference between the amounts of interest, dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) arise from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates.
Master Netting Arrangements: The RIC, on behalf of 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 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 maturities 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.
Equity and Mortgage Real Estate Investment Trusts (collectively REITs): The Fund invested in REITs, which report information on the source of their distributions annually. Based on current and historical information, a portion of distributions received from REITs during the period is estimated to be dividend income, capital gain or return of capital and recorded accordingly. When material, these estimates are adjusted periodically when the actual source of distributions is disclosed by the REITs.
| | | | |
PGIM Global Real Estate Fund | | | 35 | |
Notes to Financial Statements (continued)
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. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual. Net investment income or loss (other than class specific expenses and waivers, which are allocated as noted below) and unrealized and realized gains (losses) are allocated daily to each class of shares based upon the relative proportion of adjusted net assets of each class at the beginning of the day. Class specific expenses and waivers, where applicable, are charged to the respective share classes. Such class specific expenses and waivers include distribution fees and distribution fee waivers, shareholder servicing fees, transfer agent’s fees and expenses, registration fees and fee waivers and/or expense reimbursements, as applicable.
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.
Tax reform legislation commonly referred to as the Tax Cuts and Jobs Act permits a direct REIT shareholder to claim a 20% “qualified business income” deduction for ordinary REIT dividends. The tax legislation did not expressly permit regulated investment companies (“RICs”) paying dividends attributable to such income to pass through this special treatment to its shareholders. On January 18, 2019, the Internal Revenue Service issued final regulations that permit RICs to pass through “qualified REIT dividends” to their shareholders.
Dividends and Distributions: The Fund expects to pay dividends from net investment income quarterly. Distributions from net realized capital and currency gains, if any, are declared and paid annually. Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from 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.
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.
The RIC, on behalf of the Fund, has a management agreement with the Manager. Pursuant to this agreement, the Manager has responsibility for all investment advisory services and supervises the subadviser’s performance of such services.
The Manager has entered into an amended and restated subadvisory agreement with PGIM, Inc. (which provides subadvisory services to the Fund through its business unit, PGIM Real Estate) and PGIM Real Estate (UK) Limited (formerly PGIM Fund Management Limited), an indirect wholly-owned subsidiary of PGIM, Inc. (together, the “Subadvisers”). The Manager pays for the services of the Subadvisers.
The management fee paid to the Manager is accrued daily and payable monthly at an annual rate of 0.75% of the Fund’s average daily net assets up to and including $5 billion, 0.74% on the next $5 billion and 0.73% of the Fund’s average daily net assets in excess of $10 billion. The effective management fee rate before any waivers and/or expense reimbursements was 0.75% for the year ended October 31, 2021.
The Manager has contractually agreed, through February 28, 2023, to limit transfer agency, shareholder servicing, sub-transfer agency, and blue sky fees, as applicable, to the extent that such fees cause the total annual operating expenses to exceed 1.30% of average daily net assets for Class R2 shares or 1.05% of average daily net assets for Class R4 shares. This contractual waiver excludes interest, brokerage, taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), acquired fund fees and expenses, extraordinary expenses, and certain other Fund expenses such as dividend and interest expense and broker charges on short sales.
Where applicable, the Manager agrees to waive management fees or shared operating expenses on any share class to the same extent that it waives such expenses on any other share class. In addition, total annual operating expenses for Class R6 shares will not exceed total annual operating expenses for Class Z shares. Fees and/or expenses waived and/or reimbursed by the Manager may be recouped by the Manager within the same fiscal year during which such wavier/reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year.
The RIC, on behalf of the Fund, has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class A, Class C, Class R, Class Z, Class R2, Class R4 and Class R6 shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A, Class C, Class R and Class R2 shares, pursuant to the plans of distribution (the “Distribution Plans”), regardless of expenses actually incurred by PIMS.
Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to 0.30%, 1%, 0.75% and 0.25% of the average daily net assets of the Class A, Class C, Class R and Class R2 shares, respectively. PIMS has
| | | | |
PGIM Global Real Estate Fund | | | 37 | |
Notes to Financial Statements (continued)
contractually agreed through February 28, 2023 to limit such fees to 0.50% of the average daily net assets of Class R shares. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class Z, Class R4 and Class R6 shares of the Fund.
The Fund has adopted a Shareholder Services Plan with respect to Class R2 and Class R4 shares. Under the terms of the Shareholder Services Plan, Class R2 and Class R4 shares are authorized to pay to Prudential Mutual Fund Services LLC (“PMFS”), its affiliates or third-party service providers, as compensation for services rendered to the shareholders of such Class R2 or Class R4 shares, a shareholder service fee at an annual rate of up to 0.10% of the average daily net assets attributable to Class R2 and Class R4 shares. The shareholder service fee is accrued daily and paid monthly.
For the year ended October 31, 2021, PIMS received $52,227 in front-end sales charges resulting from sales of Class A shares. Additionally, for the year ended October 31, 2021, PIMS received $515 in contingent deferred sales charges imposed upon redemptions by certain Class C shareholders. From these fees, PIMS paid such sales charges to broker-dealers, who in turn paid commissions to salespersons and incurred other distribution costs.
PGIM Investments, PGIM, Inc., PIMS, PGIM Real Estate (UK) Limited and PMFS are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).
4. | Other Transactions with Affiliates |
PMFS serves as the Fund’s transfer agent. Transfer agent’s fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.
The Fund may 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”), each a fund 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. 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 year ended October 31, 2021, no 17a-7 transactions were entered into by the Fund.
The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Government securities) for the year ended October 31, 2021, were $1,992,797,524 and $2,025,662,278, respectively.
A summary of the cost of purchases and proceeds from sales of shares of affiliated mutual funds for the year ended October 31, 2021, is presented as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Value, Beginning of Year | | Cost of Purchases | | | Proceeds from Sales | | | Change in Unrealized Gain (Loss) | | | Realized Gain (Loss) | | | Value, End of Year | | | Shares, End of Year | | | Income | |
|
Short-Term Investments - Affiliated Mutual Funds: | |
|
PGIM Core Ultra Short Bond Fund (1)(wa) | |
$ 10,467,928 | | $ | 265,001,257 | | | $ | 272,160,532 | | | $ | — | | | $ | — | | | $ | 3,308,653 | | | | 3,308,653 | | | $ | 6,656 | |
|
PGIM Institutional Money Market Fund (1)(b)(wa) | |
105,326,732 | | | 265,826,371 | | | | 361,345,781 | | | | (3,881 | ) | | | (6,153 | ) | | | 9,797,288 | | | | 9,803,170 | | | | 9,169 | (2) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$115,794,660 | | $ | 530,827,628 | | | $ | 633,506,313 | | | $ | (3,881 | ) | | $ | (6,153 | ) | | $ | 13,105,941 | | | | | | | $ | 15,825 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(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. | Distributions and Tax Information |
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.
For the year ended October 31, 2021, the tax character of dividends paid by the Fund was $18,756,663 of ordinary income. For the year ended October 31, 2020, the tax character of dividends paid by the Fund were $92,436,400 of ordinary income, $90,580,677 of long-term capital gains and $15,564,665 of tax return of capital.
As of October 31, 2021, the accumulated undistributed earnings on a tax basis were $120,612,721 of ordinary income and $75,011,017 of long-term capital gains.
| | | | |
PGIM Global Real Estate Fund | | | 39 | |
Notes to Financial Statements (continued)
The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of October 31, 2021 were as follows:
| | | | | | |
Tax Basis | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation |
$1,238,843,733 | | $341,751,156 | | $(47,347,026) | | $294,404,130 |
The difference between GAAP and tax basis were primarily attributable to deferred losses on wash sales, investments in passive foreign investment companies and other cost basis adjustments.
The Fund utilized approximately $5,196,000 of its capital loss carryforward to offset net taxable gains realized in the fiscal year ended October 31, 2021.
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 October 31, 2021 are subject to such review.
The Fund offers Class A, Class C, Class R, Class Z, Class R2, Class R4 and Class R6 shares. Class A shares are sold with a maximum front-end sales charge of 5.50%. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (“CDSC”) of 1%, although they are not subject to an initial sales charge. The Class A CDSC is waived for certain retirement and/or benefit plans. A special exchange privilege is also available for shareholders who qualified to purchase Class A shares at net asset value. Effective June 26, 2020, all of the issued and outstanding Class B shares of the Fund converted into Class A shares. Class C shares are sold with a CDSC of 1% on sales made within 12 months of purchase. Class C shares will automatically convert to Class A shares on a monthly basis approximately eight years (ten years prior to January 22, 2021) after purchase. Class R, Class Z, Class R2, Class R4 and Class R6 shares are not subject to any sales or redemption charges and are available exclusively for sale to a limited group of investors.
Under certain circumstances, an exchange may be made from specified share classes of the Fund to one or more other share classes of the Fund as presented in the table of transactions in shares of beneficial interest, below.
The RIC has authorized an unlimited number of shares of beneficial interest of the Fund at $0.001 par value per share, currently divided into seven classes, designated Class A, Class C, Class R, Class Z, Class R2, Class R4 and Class R6.
As of October 31, 2021, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned shares of the Fund as follows:
| | | | | | | | | | |
| | Number of Shares | | Percentage of Outstanding Shares |
Class A | | | | 2,107 | | | | | 0.1% | |
Class R | | | | 50,045 | | | | | 9.5% | |
Class Z | | | | 56,065 | | | | | 0.2% | |
Class R4 | | | | 508 | | | | | 1.5% | |
Class R6 | | | | 1,938,066 | | | | | 9.2% | |
At the reporting period end, the number of shareholders holding greater than 5% of the Fund are as follows:
| | | | | | |
Affiliated | | Unaffiliated |
Number of Shareholders | | Percentage of Outstanding Shares | | Number of Shareholders | | Percentage of Outstanding Shares |
— | | —% | | 6 | | 59.8% |
Transactions in shares of beneficial interest were as follows:
| | | | | | | | |
Class A | | Shares | | | Amount | |
| | |
Year ended October 31, 2021: | | | | | | | | |
Shares sold | | | 407,683 | | | $ | 10,110,581 | |
Shares issued in reinvestment of dividends and distributions | | | 53,233 | | | | 1,328,132 | |
Shares purchased | | | (1,402,409 | ) | | | (33,506,582 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | (941,493 | ) | | | (22,067,869 | ) |
Shares issued upon conversion from other share class(es) | | | 562,458 | | | | 13,619,113 | |
Shares purchased upon conversion into other share class(es) | | | (120,176 | ) | | | (2,926,197 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | (499,211 | ) | | $ | (11,374,953 | ) |
| | | | | | | | |
Year ended October 31, 2020: | | | | | | | | |
Shares sold | | | 749,792 | | | $ | 16,534,254 | |
Shares issued in reinvestment of dividends and distributions | | | 727,153 | | | | 16,929,477 | |
Shares purchased | | | (2,164,337 | ) | | | (46,443,509 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | (687,392 | ) | | | (12,979,778 | ) |
Shares issued upon conversion from other share class(es) | | | 724,848 | | | | 15,258,279 | |
Shares purchased upon conversion into other share class(es) | | | (158,239 | ) | | | (3,509,769 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | (120,783 | ) | | $ | (1,231,268 | ) |
| | | | | | | | |
| | |
Class B | | | | | | | | |
| | |
Period ended June 26, 2020*: | | | | | | | | |
Shares sold | | | 1,414 | | | $ | 32,897 | |
Shares issued in reinvestment of dividends and distributions | | | 15,819 | | | | 362,893 | |
Shares purchased | | | (18,798 | ) | | | (405,502 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | (1,565 | ) | | | (9,712 | ) |
Shares purchased upon conversion into other share class(es) | | | (158,615 | ) | | | (3,237,166 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | (160,180 | ) | | $ | (3,246,878 | ) |
| | | | | | | | |
| | | | |
PGIM Global Real Estate Fund | | | 41 | |
Notes to Financial Statements (continued)
| | | | | | | | |
Class C | | Shares | | | Amount | |
Year ended October 31, 2021: | | | | | | | | |
Shares sold | | | 121,351 | | | $ | 2,846,504 | |
Shares issued in reinvestment of dividends and distributions | | | 3,982 | | | | 94,277 | |
Shares purchased | | | (223,381 | ) | | | (5,044,023 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | (98,048 | ) | | | (2,103,242 | ) |
Shares issued upon conversion from other share class(es) | | | 709 | | | | 15,262 | |
Shares purchased upon conversion into other share class(es) | | | (558,419 | ) | | | (13,107,346 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | (655,758 | ) | | $ | (15,195,326 | ) |
| | | | | | | | |
Year ended October 31, 2020: | | | | | | | | |
Shares sold | | | 183,258 | | | $ | 4,241,407 | |
Shares issued in reinvestment of dividends and distributions | | | 216,824 | | | | 4,943,903 | |
Shares purchased | | | (693,145 | ) | | | (13,790,890 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | (293,063 | ) | | | (4,605,580 | ) |
Shares purchased upon conversion into other share class(es) | | | (534,265 | ) | | | (10,922,758 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | (827,328 | ) | | $ | (15,528,338 | ) |
| | | | | | | | |
| | |
Class R | | | | | | | | |
Year ended October 31, 2021: | | | | | | | | |
Shares sold | | | 54,750 | | | $ | 1,324,356 | |
Shares issued in reinvestment of dividends and distributions | | | 4,407 | | | | 109,312 | |
Shares purchased | | | (161,174 | ) | | | (3,931,897 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | (102,017 | ) | | $ | (2,498,229 | ) |
| | | | | | | | |
Year ended October 31, 2020: | | | | | | | | |
Shares sold | | | 90,306 | | | $ | 1,973,453 | |
Shares issued in reinvestment of dividends and distributions | | | 90,410 | | | | 2,101,000 | |
Shares purchased | | | (279,271 | ) | | | (6,082,495 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | (98,555 | ) | | $ | (2,008,042 | ) |
| | | | | | | | |
| | |
Class Z | | | | | | | | |
Year ended October 31, 2021: | | | | | | | | |
Shares sold | | | 5,504,159 | | | $ | 135,563,665 | |
Shares issued in reinvestment of dividends and distributions | | | 333,685 | | | | 8,415,884 | |
Shares purchased | | | (8,101,151 | ) | | | (194,829,511 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | (2,263,307 | ) | | | (50,849,962 | ) |
Shares issued upon conversion from other share class(es) | | | 184,568 | | | | 4,528,865 | |
Shares purchased upon conversion into other share class(es) | | | (828,846 | ) | | | (20,770,321 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | (2,907,585 | ) | | $ | (67,091,418 | ) |
| | | | | | | | |
Year ended October 31, 2020: | | | | | | | | |
Shares sold | | | 8,757,628 | | | $ | 188,295,017 | |
Shares issued in reinvestment of dividends and distributions | | | 4,246,795 | | | | 98,997,967 | |
Shares purchased | | | (19,361,776 | ) | | | (408,696,997 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | (6,357,353 | ) | | | (121,404,013 | ) |
Shares issued upon conversion from other share class(es) | | | 221,007 | | | | 4,961,954 | |
Shares purchased upon conversion into other share class(es) | | | (1,120,845 | ) | | | (24,094,546 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | (7,257,191 | ) | | $ | (140,536,605 | ) |
| | | | | | | | |
| | | | | | | | |
Class R2 | | Shares | | | Amount | |
Year ended October 31, 2021: | | | | | | | | |
Shares sold | | | 12,587 | | | $ | 301,407 | |
Shares issued in reinvestment of dividends and distributions | | | 182 | | | | 4,645 | |
Shares purchased | | | (5,923 | ) | | | (148,924 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | 6,846 | | | | 157,128 | |
Shares issued upon conversion from other share class(es) | | | 6,391 | | | | 173,400 | |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 13,237 | | | $ | 330,528 | |
| | | | | | | | |
Year ended October 31, 2020: | | | | | | | | |
Shares sold | | | 7,443 | | | $ | 163,045 | |
Shares issued in reinvestment of dividends and distributions | | | 1,183 | | | | 27,518 | |
Shares purchased | | | (4,936 | ) | | | (107,924 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 3,690 | | | $ | 82,639 | |
| | | | | | | | |
| | |
Class R4 | | | | | | | | |
Year ended October 31, 2021: | | | | | | | | |
Shares sold | | | 12,931 | | | $ | 306,419 | |
Shares issued in reinvestment of dividends and distributions | | | 230 | | | | 5,767 | |
Shares purchased | | | (12,522 | ) | | | (297,162 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | 639 | | | | 15,024 | |
Shares issued upon conversion from other share class(es) | | | 1,337 | | | | 30,167 | |
Shares purchased upon conversion into other share class(es) | | | (687 | ) | | | (15,262 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 1,289 | | | $ | 29,929 | |
| | | | | | | | |
Year ended October 31, 2020: | | | | | | | | |
Shares sold | | | 17,653 | | | $ | 385,058 | |
Shares issued in reinvestment of dividends and distributions | | | 2,487 | | | | 57,909 | |
Shares purchased | | | (8,475 | ) | | | (191,346 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 11,665 | | | $ | 251,621 | |
| | | | | | | | |
| | |
Class R6 | | | | | | | | |
Year ended October 31, 2021: | | | | | | | | |
Shares sold | | | 6,320,848 | | | $ | 162,345,843 | |
Shares issued in reinvestment of dividends and distributions | | | 281,958 | | | | 7,143,711 | |
Shares purchased | | | (5,221,203 | ) | | | (129,904,241 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | 1,381,603 | | | | 39,585,313 | |
Shares issued upon conversion from other share class(es) | | | 745,358 | | | | 18,654,530 | |
Shares purchased upon conversion into other share class(es) | | | (8,516 | ) | | | (202,211 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 2,118,445 | | | $ | 58,037,632 | |
| | | | | | | | |
Year ended October 31, 2020: | | | | | | | | |
Shares sold | | | 5,150,615 | | | $ | 109,837,724 | |
Shares issued in reinvestment of dividends and distributions | | | 2,145,888 | | | | 49,834,829 | |
Shares purchased | | | (5,257,414 | ) | | | (115,275,625 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | 2,039,089 | | | | 44,396,928 | |
Shares issued upon conversion from other share class(es) | | | 1,007,337 | | | | 21,544,610 | |
Shares purchased upon conversion into other share class(es) | | | (31 | ) | | | (604 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 3,046,395 | | | $ | 65,940,934 | |
| | | | | | | | |
* | Effective June 26, 2020, all of the issued and outstanding Class B shares of the Fund converted into Class A shares. |
| | | | |
PGIM Global Real Estate Fund | | | 43 | |
Notes to Financial Statements (continued)
The RIC, on behalf of 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 current SCA in effect at the reporting period-end as well as the prior SCA.
| | | | |
| | Current SCA | | Prior SCA |
Term of Commitment | | 10/1/2021 – 9/29/2022 | | 10/2/2020 – 9/30/2021 |
Total Commitment | | $1,200,000,000 | | $1,200,000,000 |
Annualized Commitment Fee on the Unused Portion of the SCA | | 0.15% | | 0.15% |
Annualized Interest Rate on Borrowings | | 1.20% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate or (3) zero percent | | 1.30% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate 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 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 utilized the SCA during the year ended October 31, 2021. The average daily balance for the 71 days that the Fund had loans outstanding during the period was approximately $2,335,014, borrowed at a weighted average interest rate of 1.43%. The maximum loan outstanding amount during the period was $8,619,000. At October 31, 2021, the Fund did not have an outstanding loan amount.
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.
Active Trading Risk: The Fund actively and frequently trades its portfolio securities. High portfolio turnover results in higher transaction costs, which can affect the Fund’s performance and have adverse tax consequences. In addition, high portfolio turnover may also mean that a proportionately greater amount of distributions to shareholders will be
taxed as ordinary income rather than long-term capital gains compared to investment companies with lower portfolio turnover.
Country Risk: Changes in the business environment may adversely affect operating profits or the value of assets in a specific country. For example, financial factors such as currency controls, devaluation or regulatory changes or stability factors such as mass riots, civil war and other potential events may contribute to companies’ operational risks.
Distribution Risk: The Fund’s distributions may consist of net investment income, if any, and net realized gains, if any, from the sale of investments and/or return of capital. The Fund will provide to shareholders early in each calendar year the final tax character of the Fund’s distributions for the previous year. Also, at such time that the Fund distribution is expected to be from sources other than current or accumulated net income, a notice to shareholders may be required.
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 or the functioning of the securities markets, may at times result in unusually high market volatility, which could negatively impact performance. Relatively reduced liquidity in credit and fixed income markets could adversely affect issuers worldwide.
Emerging Markets Risk: The risks of foreign investments are greater for investments in or exposed to emerging markets. Emerging market countries typically have economic and political systems that are less fully developed, and can be expected to be less stable, than those of more developed countries. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation. Low trading volumes may result in a lack of liquidity and price volatility. Emerging market countries may have policies that restrict investment by non-U.S. investors, or that prevent non-U.S. investors from withdrawing their money at will.
The Fund may invest in some emerging markets that subject it to risks such as those associated with illiquidity, custody of assets, different settlement and clearance procedures and asserting legal title under a developing legal and regulatory regime to a greater degree than in developed markets or even in other emerging markets.
Equity and Equity-Related Securities Risk: Equity and equity-related securities may be subject to changes in value, and their values may be more volatile than those of other asset classes. In addition to an individual security losing value, the value of the equity markets or a sector in which the Fund invests could go down. Different parts of a market can react differently to adverse issuer, market, regulatory, political and economic developments.
Foreign Securities Risk: Investments in securities of non-U.S. issuers (including those denominated in U.S. dollars) may involve more risk than investing in securities of U.S. issuers. Foreign political, economic and legal systems, especially those in developing and
| | | | |
PGIM Global Real Estate Fund | | | 45 | |
Notes to Financial Statements (continued)
emerging market countries, may be less stable and more volatile than in the United States. Foreign legal systems generally have fewer regulatory requirements than the U.S. legal system, particularly those of emerging markets. In general, less information is publicly available with respect to non-U.S. companies than U.S. companies. Non-U.S. companies generally are not subject to the same accounting, auditing, and financial reporting standards as are U.S. companies. Additionally, the changing value of foreign currencies and changes in exchange rates could also affect the value of the assets the Fund holds and the Fund’s performance. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest or dividends to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.
Investments in emerging markets are subject to greater volatility and price declines.
In addition, the Fund’s investments in non-U.S. securities may be subject to the risks of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of non-U.S. currency, confiscatory taxation and adverse diplomatic developments. Special U.S. tax considerations may apply.
Increase in Expenses Risk: Your actual cost of investing in the Fund may be higher than the expenses shown in the expense table in the Fund’s prospectus for a variety of reasons. For example, expense ratios may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Fund expense ratios are more likely to increase when markets are volatile. Active and frequent trading of Fund securities can increase expenses.
Large Shareholder and Large Scale Redemption Risk: Certain individuals, accounts, funds (including funds affiliated with the Manager) or institutions, including the Manager and its affiliates, may from time to time own or control a substantial amount of the Fund’s shares. There is no requirement that these entities maintain their investment in the Fund. There is a risk that such large shareholders or that the Fund’s shareholders generally may redeem all or a substantial portion of their investments in the Fund in a short period of time, which could have a significant negative impact on the Fund’s NAV, liquidity, and brokerage costs. Large redemptions could also result in tax consequences to shareholders and impact the Fund’s ability to implement its investment strategy. The Fund’s ability to pursue its investment objective after one or more large scale redemptions may be impaired and, as a result, the Fund may invest a larger portion of its assets in cash or cash equivalents.
Market Disruption and Geopolitical Risks: International wars or conflicts and geopolitical developments in foreign countries, along with instability in regions such as Asia, Eastern Europe, and the Middle East, possible terrorist attacks in the United States or around the world, public health epidemics such as the outbreak of infectious diseases like the outbreak of COVID-19 globally in 2020 or the 2014–2016 outbreak in West Africa of the Ebola virus,
and other similar events could adversely affect the U.S. and foreign financial markets, including increases in market volatility, reduced liquidity in the securities markets and government intervention, and may cause further long-term economic uncertainties in the United States and worldwide generally. The coronavirus pandemic and the related governmental and public responses have had and may continue to have an impact on the Fund’s investments and net asset value and have led and may continue to lead to increased market volatility and the potential for illiquidity in certain classes of securities and sectors of the market. Preventative or protective actions that governments may take in respect of pandemic or epidemic diseases may result in periods of business disruption, business closures, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the issuers in which the Fund invests. Government intervention in markets may impact interest rates, market volatility and security pricing. The occurrence, reoccurrence and pendency of such diseases could adversely affect the economies (including through changes in business activity and increased unemployment) and financial markets either in specific countries or worldwide.
Market Risk: Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the Fund fall, the value of your investment in the Fund will decline.
Real Estate Investment Trust (REIT) Risk: Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, may not be diversified geographically or by property/mortgage asset type, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs may be more volatile and/or more illiquid than other types of equity securities. REITs (especially mortgage REITs) are subject to interest rate risks. REITs may incur significant amounts of leverage. The Fund will indirectly bear a portion of the expenses, including management fees, paid by each REIT in which it invests, in addition to the expenses of the Fund.
REITs must also meet certain requirements under the Internal Revenue Code of 1986, as amended (the Code) to avoid entity level tax and be eligible to pass-through certain tax attributes of their income to shareholders. REITs are consequently subject to the risk of failing to meet these requirements for favorable tax treatment and of failing to maintain their exemptions from registration under the Investment Company Act of 1940. REITs are subject to the risks of changes in the Code affecting their tax status.
Real Estate Related Securities Risk: Because the Fund invests in real estate securities, including REITs, the Fund is subject to the risks of investing in the real estate industry, such as changes in general and local economic conditions, the supply and demand for real estate and changes in zoning and tax laws. Since the Fund concentrates in the real estate industry, its holdings can vary significantly from broad market indices. As a result, the Fund’s
| | | | |
PGIM Global Real Estate Fund | | | 47 | |
Notes to Financial Statements (continued)
performance can deviate from the performance of such indices. Because the Fund invests in stocks, there is the risk that the price of a particular stock owned by the Fund could go down or pay lower-than-expected or no dividends. In addition to an individual stock losing value, the value of the equity markets or of companies comprising the real estate industry could go down. An investment in the Fund will be closely linked to the performance of the real estate markets. Real estate securities are subject to the same risks as direct investments in real estate and mortgages, and their value will depend on the value of the underlying properties or the underlying loans or interests. The underlying loans may be subject to the risks of default or of prepayments that occur earlier or later than expected, and such loans may also include so-called “subprime” mortgages. The value of these securities will rise and fall in response to many factors, including economic conditions, the demand for rental property and interest rates. In particular, the value of these securities may decline when interest rates rise and will also be affected by the real estate market and by the management of the underlying properties.
Selection Risk: Selection risk is the risk that the securities selected by the subadviser will underperform the market, the relevant indices, or other funds with similar investment objectives and investment strategies. Individual REIT prices may drop because of the failure of borrowers to pay their loans, a dividend reduction, a disruption to the real estate investment sales market, changes in federal or state taxation policies affecting REITs, or poor management of a REIT.
Value Style Risk: Since the Fund follows a value investment style, there is the risk that the value style may be out of favor for long periods of time, that the market will not recognize a security’s intrinsic value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. Issuers of value stocks may have experienced adverse business developments or may be subject to special risks that have caused the stock to be out of favor. In addition, the Fund’s value investment style may go out of favor with investors, negatively affecting the Fund’s performance. If the Fund’s assessment of market conditions or a company’s value is inaccurate, the Fund could suffer losses or produce poor performance relative to other funds.
10. | Recent Regulatory Developments |
On December 3, 2020, the SEC announced that it voted to adopt a new rule that establishes an updated regulatory framework for fund valuation practices (the “Rule”). The Rule, in part, provides (i) a framework for determining fair value in good faith and (ii) provides for a fund Board’s assignment of its responsibility for the execution of valuation-related activities to a fund’s investment adviser. Further, the SEC is rescinding previously issued guidance on
related issues. The Rule took effect on March 8, 2021, with a compliance date of September 8, 2022. Management is currently evaluating the Rule and its impact to the Fund.
| | | | |
PGIM Global Real Estate Fund | | | 49 | |
Report of Independent Registered Public
Accounting Firm
To the Board of Trustees of Prudential Investment Portfolios 12 and Shareholders of PGIM Global Real Estate Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of PGIM Global Real Estate Fund (one of the funds constituting Prudential Investment Portfolios 12, referred to hereafter as the “Fund”) as of October 31, 2021, the related statement of operations for the year ended October 31, 2021, the statement of changes in net assets for each of the two years in the period ended October 31, 2021, including the related notes, and financial highlights for each of the two years in the period ended October 31, 2021 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the two years in the period ended October 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
The financial statements of the Fund as of and for the year ended October 31, 2019 and the financial highlights for each of the periods ended on or prior to October 31, 2019 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated December 16, 2019 expressed an unqualified opinion on those financial statements and financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2021 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
New York, New York
December 16, 2021
We have served as the auditor of one or more investment companies in the PGIM Retail Funds complex since 2020.
Tax Information (unaudited)
For the year ended October 31, 2021, the Fund reports the maximum amount allowable, but not less than 6.40% of the ordinary income dividends paid during the year as qualified dividend income in accordance with Section 854 of the Internal Revenue Code.
In January 2022, you will be advised on IRS Form 1099-DIV or substitute 1099-DIV as to the federal tax status of the dividends received by you in calendar year 2021.
| | | | |
PGIM Global Real Estate Fund | | | 51 | |
INFORMATION ABOUT BOARD MEMBERS AND OFFICERS (unaudited)
Information about Board Members and Officers of the Fund is set forth below. Board Members who are not deemed to be “interested persons” of the Fund, as defined in the 1940 Act, are referred to as “Independent Board Members.” Board Members who are deemed to be “interested persons” of the Fund are referred to as “Interested Board Members.” The Board Members are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Board in turn elects the Officers, who are responsible for administering the day-to-day operations of the Fund.
| | | | | | |
Independent Board Members |
| | | |
Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
| | | |
Ellen S. Alberding 1958 Board Member Portfolios Overseen: 95 | | President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); formerly Vice Chair, City Colleges of Chicago (community college system) (2011-2015); Trustee, National Park Foundation (charitable foundation for national park system) (2009-2018); Trustee, Economic Club of Chicago (2009-2016); Trustee, Loyola University (since 2018). | | None. | | Since September 2013 |
| | | |
Kevin J. Bannon 1952 Board Member Portfolios Overseen: 95 | | Retired; formerly Managing Director (April 2008-May 2015) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds. | | Director of Urstadt Biddle Properties (equity real estate investment trust) (since September 2008). | | Since July 2008 |
PGIM Global Real Estate Fund
| | | | | | |
Independent Board Members |
| | | |
Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
| | | |
Linda W. Bynoe 1952 Board Member Portfolios Overseen: 92 | | President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Limited LLC (formerly Telemat Ltd) (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer). | | Trustee of Equity Residential (residential real estate) (since December 2009); Director of Northern Trust Corporation (financial services) (since April 2006); formerly Director of Anixter International, Inc. (communication products distributor) (January 2006-June 2020). | | Since March 2005 |
| | | |
Barry H. Evans 1960 Board Member Portfolios Overseen: 94 | | Retired; formerly President (2005-2016), Global Chief Operating Officer (2014-2016), Chief Investment Officer - Global Head of Fixed Income (1998-2014), and various portfolio manager roles (1986-2006), Manulife Asset Management (asset management). | | Formerly Director, Manulife Trust Company (2011-2018); formerly Director, Manulife Asset Management Limited (2015-2017); formerly Chairman of the Board of Directors of Manulife Asset Management U.S. (2005-2016); formerly Chairman of the Board, Declaration Investment Management and Research (2008-2016). | | Since September 2017 |
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Keith F. Hartstein 1956 Board Member & Independent Chair Portfolios Overseen: 95 | | Retired; Executive Committee of the Independent Directors Council (IDC) Board of Governors (since October 2019); Member (since November 2014) of the Governing Council of the IDC (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008). | | None. | | Since September 2013 |
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Laurie Simon Hodrick 1962 Board Member Portfolios Overseen: 91 | | A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business, Columbia Business School (since 2018); Visiting Fellow at the Hoover Institution, Stanford University (since 2015); Sole Member, ReidCourt LLC (since 2008) (a consulting firm); formerly Visiting Professor of Law, Stanford Law School (2015-2021); formerly A. Barton Hepburn Professor of Economics in the Faculty of Business, Columbia Business School (1996-2017); formerly Managing Director, Global Head of Alternative Investment Strategies, Deutsche Bank (2006-2008). | | Independent Director, Roku (since December 2020) (communication services); formerly Independent Director, Synnex Corporation (2019-2021) (information technology); formerly Independent Director, Kabbage, Inc. (2018-2020) (financial services); formerly Independent Director, Corporate Capital Trust (2017-2018) (a business development company). | | Since September 2017 |
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Brian K. Reid 1961 Board Member Portfolios Overseen: 94 | | Retired; formerly Chief Economist for the Investment Company Institute (ICI) (2005-2017); formerly Senior Economist and Director of Industry and Financial Analysis at the ICI (1998-2004); formerly Senior Economist, Industry and Financial Analysis at the ICI (1996-1998); formerly Staff Economist at the Federal Reserve Board (1989-1996); Director, ICI Mutual Insurance Company (2012-2017). | | None. | | Since March 2018 |
PGIM Global Real Estate Fund
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Grace C. Torres 1959 Board Member Portfolios Overseen: 94 | | Retired; formerly Treasurer and Principal Financial and Accounting Officer of the PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of PGIM Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc. | | Director (since January 2018) of OceanFirst Financial Corp. and OceanFirst Bank; formerly Director (July 2015-January 2018) of Sun Bancorp, Inc. N.A. and Sun National Bank. | | Since November 2014 |
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Interested Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Stuart S. Parker 1962 Board Member & President Portfolios Overseen: 94 | | President, Chief Executive Officer, Chief Operating Officer and Officer in Charge of PGIM Investments LLC (formerly known as Prudential Investments LLC) (since January 2012); formerly Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011); Investment Company Institute - Board of Governors (since May 2012). | | None. | | Since January 2012 |
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Interested Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Scott E. Benjamin 1973 Board Member & Vice President Portfolios Overseen: 95 | | Executive Vice President (since May 2009) of PGIM Investments LLC; Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); formerly Vice President of Product Development and Product Management, PGIM Investments LLC (2003-2006). | | None. | | Since March 2010 |
(1) The year that each Board Member joined the Board is as follows:
Ellen S. Alberding, 2013; Kevin J. Bannon, 2008; Linda W. Bynoe, 2005; Barry H. Evans, 2017; Keith F. Hartstein, 2013; Laurie Simon Hodrick, 2017; Michael S. Hyland, 2008; Richard A. Redeker, 1993; Stephen G. Stoneburn, 2003; Stuart S. Parker, Board Member since 2012 and President since 2012; Scott E. Benjamin, Board Member since 2010 and Vice President since 2009; Grace C. Torres, 2014.
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Claudia DiGiacomo 1974 Chief Legal Officer | | Chief Legal Officer, Executive Vice President and Secretary of PGIM Investments LLC (since August 2020); Chief Legal Officer of Prudential Mutual Fund Services LLC (since August 2020); Chief Legal Officer of PIFM Holdco, LLC (since August 2020); Vice President and Corporate Counsel (since January 2005) of Prudential; and Corporate Counsel of AST Investment Services, Inc. (since August 2020); formerly Vice President and Assistant Secretary of PGIM Investments LLC (2005-2020); formerly Associate at Sidley Austin Brown & Wood LLP (1999-2004). | | Since December 2005 |
PGIM Global Real Estate Fund
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Dino Capasso 1974 Chief Compliance Officer | | Chief Compliance Officer (since July 2019) of PGIM Investments LLC; Chief Compliance Officer (since July 2019) of the PGIM Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM High Yield Bond Fund, Inc., and PGIM Short Duration High Yield Opportunities Fund; Vice President and Deputy Chief Compliance Officer (June 2017-2019) of PGIM Investments LLC; formerly Senior Vice President and Senior Counsel (January 2016-June 2017), and Vice President and Counsel (February 2012-December 2015) of Pacific Investment Management Company LLC. | | Since July 2019 |
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Andrew R. French 1962 Secretary | | Vice President (since December 2018) of PGIM Investments LLC; formerly Vice President and Corporate Counsel (2010-2018) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC. | | Since October 2006 |
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Diana N. Huffman 1982 Assistant Secretary | | Vice President and Corporate Counsel (since September 2015) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Associate at Willkie Farr & Gallagher LLP (2009-2015). | | Since March 2019 |
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Melissa Gonzalez 1980 Assistant Secretary | | Vice President and Corporate Counsel (since September 2018) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Director and Corporate Counsel (March 2014-September 2018) of Prudential. | | Since March 2020 |
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Patrick E. McGuinness 1986 Assistant Secretary | | Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; Director and Corporate Counsel (since February 2017) of Prudential; and Corporate Counsel (2012-2017) of IIL, Inc. | | Since June 2020 |
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Debra Rubano 1975 Assistant Secretary | | Vice President and Corporate Counsel (since November 2020) of Prudential; formerly Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC (2010-2020) and Assistant Secretary of numerous funds in the Allianz fund complex (2015-2020). | | Since December 2020 |
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Kelly A. Coyne 1968 Assistant Secretary | | Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010). | | Since March 2015 |
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Christian J. Kelly 1975 Treasurer and Principal Financial and Accounting Officer | | Vice President, Head of Fund Administration of PGIM Investments LLC (since November 2018); formerly Director of Fund Administration of Lord Abbett & Co. LLC (2009-2018), Treasurer and Principal Accounting Officer of the Lord Abbett Family of Funds (2017-2018); Director of Accounting, Avenue Capital Group (2008-2009); Senior Manager, Investment Management Practice of Deloitte & Touche LLP (1998-2007). | | Since January 2019 |
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Lana Lomuti 1967 Assistant Treasurer | | Vice President (since 2007) and Director (2005-2007), within PGIM Investments Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc. | | Since April 2014 |
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Russ Shupak 1973 Assistant Treasurer | | Vice President (since 2017) and Director (2013-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Deborah Conway 1969 Assistant Treasurer | | Vice President (since 2017) and Director (2007-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Elyse M. McLaughlin 1974 Assistant Treasurer | | Vice President (since 2017) and Director (2011-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Jonathan Corbett 1983 Anti-Money Laundering Compliance Officer | | Vice President, Corporate Compliance, Global Compliance Programs and Compliance Risk Management (since August 2019) of Prudential; formerly Vice President and Head of Key Risk Areas Compliance (March 2016 to July 2019), Chief Privacy Officer (March 2016 to July 2019) and Head of Global Financial Crimes Unit (April 2014 to March 2016) at MetLife. | | Since October 2021 |
(a) Excludes Mr. Parker and Mr. Benjamin, interested Board Members who also serve as President and Vice President, respectively.
Explanatory Notes to Tables:
∎ | | Board Members are deemed to be “Interested,” as defined in the 1940 Act, by reason of their affiliation with PGIM Investments LLC and/or an affiliate of PGIM Investments LLC. |
∎ | | Unless otherwise noted, the address of all Board Members and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102-4410. |
∎ | | There is no set term of office for Board Members or Officers. The Board Members have adopted a retirement policy, which calls for the retirement of Board Members on December 31 of the year in which they reach the age of 75. |
∎ | | “Other Directorships Held” includes all directorships of companies required to register or file reports with the SEC under the 1934 Act (that is, “public companies”) or other investment companies registered under the 1940 Act. |
∎ | | “Portfolios Overseen” includes all investment companies managed by PGIM Investments LLC. The investment companies for which PGIM Investments LLC serves as manager include the PGIM Funds, Target Funds, The Prudential Variable Contract Accounts, PGIM ETF Trust, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM Short Duration High Yield Opportunities Fund, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust. |
∎ | | As used in the Fund Officers table “Prudential” means The Prudential Insurance Company of America. |
PGIM Global Real Estate Fund
Approval of Advisory Agreements (unaudited)
The Fund’s Board of Trustees
The Board of Trustees (the “Board”) of PGIM Global Real Estate Fund (the “Fund”)1 consists of ten individuals, eight of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”). The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Trustees have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Trustee. The Board has established four standing committees: the Audit Committee, the Nominating and Governance Committee, and two Investment Committees. Each committee is chaired by, and composed of, Independent Trustees.
Annual Approval of the Fund’s Advisory Agreements
As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with PGIM Investments LLC (“PGIM Investments”) and the Fund’s subadvisory agreement with PGIM, Inc. (“PGIM”) on behalf of its PGIM Real Estate unit (“PGIM Real Estate”), and PGIM Real Estate (UK) Limited (“PGIM RE (UK)”). In considering the renewal of the agreements, the Board, including all of the Independent Trustees, met on June 7-10, 2021 and approved the renewal of the agreements through July 31, 2022, after concluding that the renewal of the agreements was in the best interests of the Fund and its shareholders.
In advance of the meetings, the Board requested and received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with its consideration. Among other things, the Board considered comparative fee information from PGIM Investments, PGIM, and PGIM RE (UK). Also, the Board considered comparisons with other mutual funds in relevant Peer Universes and Peer Groups, as is further discussed below.
In approving the agreements, the Board, including the Independent Trustees advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PGIM Investments and the subadvisers, the performance of the Fund, the profitability of PGIM Investments and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders as the Fund’s assets grow. In their deliberations, the Trustees did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund. In connection with its deliberations, the Board considered information provided by PGIM Investments throughout the year at regular Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on June 7-10, 2021.
1 | PGIM Global Real Estate Fund is a series of Prudential Investment Portfolios 12. |
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PGIM Global Real Estate Fund | | | | |
Approval of Advisory Agreements (continued)
The Trustees determined that the overall arrangements between the Fund and PGIM Investments, which serves as the Fund’s investment manager pursuant to a management agreement, and between PGIM Investments and each of PGIM, which, through its PGIM Real Estate unit, and PGIM RE (UK), which serve as the Fund’s subadvisers pursuant to the terms of a subadvisory agreement with PGIM Investments, are in the best interests of the Fund and its shareholders in light of the services performed, fees charged and such other matters as the Trustees considered relevant in the exercise of their business judgment.
The material factors and conclusions that formed the basis for the Trustees’ reaching their determinations to approve the continuance of the agreements are separately discussed below.
Nature, Quality and Extent of Services
The Board received and considered information regarding the nature, quality and extent of services provided to the Fund by PGIM Investments, PGIM Real Estate and PGIM RE (UK). The Board noted that PGIM Real Estate and PGIM RE (UK) are affiliated with PGIM Investments. The Board considered the services provided by PGIM Investments, including but not limited to the oversight of the subadvisers for the Fund, as well as the provision of fund recordkeeping, compliance and other services to the Fund, and PGIM Investments’ role as administrator for the Fund’s liquidity risk management program. With respect to PGIM Investments’ oversight of the subadvisers, the Board noted that PGIM Investments’ Strategic Investment Research Group (“SIRG”), which is a business unit of PGIM Investments, is responsible for monitoring and reporting to PGIM Investments’ senior management on the performance and operations of the subadvisers. The Board also considered that PGIM Investments pays the salaries of all of the officers and interested Trustees of the Fund who are part of Fund management. The Board also considered the investment subadvisory services provided by PGIM Real Estate and PGIM RE (UK), including investment research and security selection, 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 subadvisers, as well as PGIM Investments’ recommendation, based on its review of the subadvisers, to renew the subadvisory agreement.
The Board considered the qualifications, backgrounds and responsibilities of PGIM Investments’ senior management responsible for the oversight of the Fund, PGIM Real Estate, and PGIM RE (UK), and also considered the qualifications, backgrounds and responsibilities of PGIM Real Estate’s and PGIM RE (UK)’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’, PGIM’s, PGIM Real Estate’s and PGIM RE (UK)’s organizational structure, senior management, investment operations, and other relevant information pertaining to PGIM Investments, PGIM Real Estate and PGIM RE (UK). The Board also noted that it received favorable compliance
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reports from the Fund’s Chief Compliance Officer (“CCO”) as to PGIM Investments, PGIM Real Estate and PGIM RE (UK).
The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PGIM Investments and the subadvisory services provided to the Fund by PGIM through PGIM Real Estate, and by PGIM RE (UK), and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided by PGIM Investments, PGIM Real Estate and PGIM RE (UK) under the management and subadvisory agreements.
Costs of Services and Profits Realized by PGIM Investments
The Board was provided with information on the profitability of PGIM Investments and its affiliates in serving as the Fund’s investment manager. The Board discussed with PGIM Investments the methodology utilized in assembling the information regarding profitability and considered its reasonableness. The Board recognized that it is difficult to make comparisons of profitability from fund management contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the adviser’s capital structure and cost of capital. Taking these factors into account, the Board concluded that the profitability of PGIM Investments and its affiliates in relation to the services rendered was not unreasonable.
Economies of Scale
The Board received and discussed information concerning economies of scale that PGIM Investments may realize as the Fund’s assets grow beyond current levels. The Board noted that the management fee schedule for the Fund includes breakpoints, which have the effect of decreasing the fee rate as assets increase. During the course of time, the Board has considered information regarding the launch date of the Fund, the management fees of the Fund compared to those of similarly managed funds and PGIM Investments’ investment in the Fund over time. The Board noted that economies of scale can be shared with the Fund in other ways, including low management fees from inception, additional technological and personnel investments to enhance shareholder services, and maintaining existing expense structures in the face of a rising cost environment. The Board also considered PGIM Investments’ assertion that it continually evaluates the management fee schedule of the Fund and the potential to share economies of scale through breakpoints or fee waivers as asset levels increase.
The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board’s understanding that most of PGIM Investments’ costs are not specific to individual funds, but rather are incurred across a variety of products and services.
PGIM Global Real Estate Fund
Approval of Advisory Agreements (continued)
Other Benefits to PGIM Investments, PGIM Real Estate and PGIM RE (UK)
The Board considered potential ancillary benefits that might be received by PGIM Investments, PGIM Real Estate, PGIM RE (UK) and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PGIM Investments included transfer agency fees received by the Fund’s transfer agent (which is affiliated with PGIM Investments), and benefits to its reputation as well as other intangible benefits resulting from PGIM Investments’ association with the Fund. The Board concluded that the potential benefits to be derived by PGIM Real Estate and PGIM RE (UK) included their ability to use soft dollar credits, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to its reputation. The Board concluded that the benefits derived by PGIM Investments, PGIM Real Estate and PGIM RE (UK) were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.
Performance of the Fund / Fees and Expenses
The Board considered certain additional 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, 2020.
The Board also considered the Fund’s actual management fee, as well as the Fund’s net total expense ratio, for the fiscal year ended October 31, 2020. The Board considered the management fee for the Fund as compared to the management fee charged by PGIM Investments to other funds and the fee charged by other advisers to comparable mutual funds in a Peer Group. The actual management fee represents the fee rate actually paid by Fund shareholders and includes any fee waivers or reimbursements. The net total expense ratio for the Fund represents the actual expense ratio incurred by Fund shareholders.
The mutual funds included in the Peer Universe, which was used to consider performance, and the Peer Group, which was used to consider fees and expenses, were objectively determined by Broadridge, an independent provider of mutual fund data. In certain circumstances, PGIM Investments also provided supplemental Peer Universe or Peer Group information, for reasons addressed with the Board. The comparisons placed the Fund in various quartiles over various periods, with the first quartile being the best 25% of the mutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds).
The section below summarizes key factors considered by the Board and the Board’s conclusions regarding the Fund’s performance, fees and overall expenses. The table sets forth net performance comparisons (which reflect the impact on performance of fund expenses, or any subsidies, expense caps or waivers that may be applicable) with the Peer Universe, actual management fees with the Peer Group (which reflect the
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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.
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Net Performance | | 1 Year | | 3 Years | | 5 Years | | 10 Years |
| | 2nd Quartile | | 2nd Quartile | | 2nd Quartile | | 2nd Quartile |
Actual Management Fees: 1st Quartile |
Net Total Expenses: 1st Quartile |
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● | | The Board noted that the Fund outperformed its benchmark index over all periods. |
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● | | The Board and PGIM Investments agreed to retain the Fund’s existing contractual expense cap, which (exclusive of certain fees and expenses) limits transfer agency, shareholder servicing, sub-transfer agency and blue sky fees to the extent that such fees cause total annual operating expenses to exceed 1.30% for Class R2 shares and 1.05% for Class R4 shares through February 28, 2022. |
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● | | In addition, PGIM Investments will waive management fees or shared operating expenses on any share class to the same extent that it waives such expenses on any other share class, and has agreed that total annual fund operating expenses for Class R6 shares will not exceed total annual fund operating expenses for Class Z shares. |
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● | | The Board concluded that, in light of the above, it would be in the best interests of the Fund and its shareholders to renew the agreements. |
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● | | The Board concluded that the management fees (including subadvisory fees) and total expenses were reasonable in light of the services provided. |
* * *
After full consideration of these factors, the Board concluded that the approval of the agreements was in the best interests of the Fund and its shareholders.
PGIM Global Real Estate Fund
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∎ MAIL | | ∎ TELEPHONE | | ∎ WEBSITE |
655 Broad Street Newark, NJ 07102 | | (800) 225-1852 | | pgim.com/investments |
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PROXY VOTING |
The Board of Trustees of the Fund has delegated to the Fund’s subadvisers the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 225-1852 or by visiting the Securities and Exchange Commission’s website at 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 Fund’s website and on the Securities and Exchange Commission’s website. |
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TRUSTEES |
Ellen S. Alberding • Kevin J. Bannon • Scott E. Benjamin • Linda W. Bynoe • Barry H. Evans • Keith F. Hartstein • Laurie Simon Hodrick • Stuart S. Parker • Brian K. Reid • Grace C. Torres |
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OFFICERS |
Stuart S. Parker, President • Scott E. Benjamin, Vice President • Christian J. Kelly, Treasurer and Principal Financial and Accounting Officer • Claudia DiGiacomo, Chief Legal Officer • Dino Capasso, Chief Compliance Officer • Jonathan Corbett, Anti-Money Laundering Compliance Officer • Andrew R. French, Secretary • Melissa Gonzalez, Assistant Secretary • Diana N. Huffman, Assistant Secretary • Kelly A. Coyne, Assistant Secretary • Patrick E. McGuinness, Assistant Secretary • Debra Rubano, Assistant Secretary • Lana Lomuti, Assistant Treasurer • Russ Shupak, Assistant Treasurer • Elyse M. McLaughlin, Assistant Treasurer • Deborah Conway, Assistant Treasurer |
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MANAGER | | PGIM Investments LLC | | 655 Broad Street Newark, NJ 07102 |
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SUBADVISERS | | PGIM Real Estate PGIM Real Estate (UK) Limited | | 7 Giralda Farms Madison, NJ 07940 Grand Buildings, 1-3 Strand Trafalgar Square London, WC2N 5HR United Kingdom |
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DISTRIBUTOR | | Prudential Investment Management Services LLC | | 655 Broad Street Newark, NJ 07102 |
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CUSTODIAN | | The Bank of New York Mellon | | 240 Greenwich Street New York, NY 10286 |
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TRANSFER AGENT | | Prudential Mutual Fund Services LLC | | PO Box 9658 Providence, RI 02940 |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | PricewaterhouseCoopers LLP | | 300 Madison Avenue New York, NY 10017 |
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FUND COUNSEL | | Willkie Farr & Gallagher LLP | | 787 Seventh Avenue New York, NY 10019 |
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An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain the prospectus and summary prospectus by visiting our website at pgim.com/investments or by calling (800) 225-1852. The prospectus and summary prospectus should be read carefully before investing. |
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E-DELIVERY |
To receive your mutual fund documents online, go to pgim.com/investments/resource/edelivery and enroll. Instead of receiving printed documents by mail, you will receive notification via email when new materials are available. You can cancel your enrollment or change your email address at any time by visiting the website address above. |
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SHAREHOLDER COMMUNICATIONS WITH TRUSTEES |
Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, PGIM Global Real Estate Fund, PGIM Investments, Attn: Board of Trustees, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Trustee by writing to that Trustee at the same address. Communications are not screened before being delivered to the addressee. |
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AVAILABILITY OF PORTFOLIO HOLDINGS |
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT filings are available on the Commission’s website at sec.gov. |
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The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and is available without charge, upon request, by calling (800) 225-1852. |
Mutual Funds:
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ARE NOT INSURED BY THE FDIC OR ANY FEDERAL GOVERNMENT AGENCY | | MAY LOSE VALUE | | ARE NOT A DEPOSIT OF OR GUARANTEED BY ANY BANK OR ANY BANK AFFILIATE |
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PGIM GLOBAL REAL ESTATE FUND |
SHARE CLASS | | A | | C | | R | | Z | | R2 | | R4 | | R6 |
NASDAQ | | PURAX | | PURCX | | PURRX | | PURZX | | PUREX | | PURGX | | PGRQX |
CUSIP | | 744336108 | | 744336306 | | 744336405 | | 744336504 | | 744336678 | | 744336660 | | 744336876 |
MF182E
PGIM JENNISON TECHNOLOGY FUND
ANNUAL REPORT
OCTOBER 31, 2021
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To enroll in e-delivery, go to pgim.com/investments/resource/edelivery |
Table of Contents
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.
The views expressed in this report and information about the Fund’s portfolio holdings are for the period covered by this report and are subject to change thereafter.
Mutual funds are distributed by Prudential Investment Management Services LLC, member SIPC. Jennison Associates LLC is a registered investment adviser. Both are Prudential Financial companies. © 2021 Prudential Financial, Inc. and its related entities. Jennison Associates, Jennison, PGIM, and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.
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2 | | Visit our website at pgim.com/investments |
Letter from the President
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| | Dear Shareholder: We hope you find the annual report for the PGIM Jennison Technology Fund informative and useful. The report covers performance for the 12-month period that ended October 31, 2021. The global economy and markets continued to recover throughout the period from the ongoing impact of the COVID-19 pandemic. The Federal Reserve slashed interest rates and kept them near zero to encourage borrowing. Congress passed stimulus bills worth several trillion dollars to help consumers and businesses. |
And several effective COVID-19 vaccines received regulatory approval. Those measures were enough to offset the fear of rising inflation and supply chain challenges that threatened to disrupt growth.
At the start of the period, stocks had recovered most of the steep losses they had suffered at the onset of the pandemic. Equities rallied as states reopened their economies but became more volatile as investors worried that a surge in COVID-19 infections would stall the recovery. However, rising corporate profits and economic growth, the resolution of the US presidential election, and the global rollout of approved vaccines lifted equity markets to record levels, helping stocks around the globe post gains for the full period.
Throughout this volatile period, investors sought safety in fixed income.
Investment-grade bonds in the US and the overall global bond market declined slightly during the period as the economy recovered, but emerging market debt rose. While the 10-year US Treasury yield hovered near record lows early in the period after a significant rally in interest rates, rates moved higher later on as investors began to focus on stronger economic growth and the prospects of higher inflation. The Fed also took several aggressive actions to keep the bond markets running smoothly, implementing many of the relief programs that proved to be successful in helping end the global financial crisis in 2008-09.
Regarding your investments with PGIM, we believe it is important to maintain a diversified portfolio of funds consistent with your tolerance for risk, time horizon, and financial goals. Your financial advisor can help you create a diversified investment plan that may include funds covering all the basic asset classes and that reflects your personal investor profile and risk tolerance. However, diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.
At PGIM Investments, we consider it a great privilege and responsibility to help investors participate in opportunities across global markets while meeting their toughest investment challenges. PGIM is a top-10 global investment manager with more than $1.5 trillion in assets under management. This scale and investment expertise allow us to deliver actively managed funds and strategies to meet the needs of investors around the globe.
Thank you for choosing our family of funds.
Sincerely,
Stuart S. Parker, President
PGIM Jennison Technology Fund
December 15, 2021
| | | | |
PGIM Jennison Technology Fund | | | 3 | |
Your Fund’s Performance (unaudited)
Performance data quoted represent past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at pgim.com/investments or by calling (800) 225-1852.
| | | | | | | | | | |
| |
| | Average Annual Total Returns as of 10/31/21 |
| | One Year (%) | | Since Inception (%) |
| | |
Class A | | | | |
| | |
(with sales charges) | | 32.40 | | 26.84 (06/19/2018) |
| | |
(without sales charges) | | 40.10 | | 28.98 (06/19/2018) |
| | |
Class C | | | | |
| | |
(with sales charges) | | 38.05 | | 28.06 (06/19/2018) |
| | |
(without sales charges) | | 39.05 | | 28.06 (06/19/2018) |
| | |
Class Z | | | | |
| | |
(without sales charges) | | 40.41 | | 29.34 (06/19/2018) |
| | |
Class R6 | | | | |
| | |
(without sales charges) | | 40.47 | | 29.39 (06/19/2018) |
| | |
MSCI All Country World Information Technology Index | | | | |
| | |
| | 45.32 | | 27.85 |
Since Inception returns are provided since the Fund has less than 10 fiscal years of returns. Since Inception returns for the Index are measured from the closest month-end to the Fund’s inception date.
| | |
4 | | Visit our website at pgim.com/investments |
Growth of a $10,000 Investment (unaudited)
The graph compares a $10,000 investment in the Fund’s Class Z shares with a similar investment in the MSCI All Country World Information Technology Index by portraying the initial account values at the commencement of operations for Class Z shares (June 19, 2018) and the account values at the end of the current fiscal year (October 31, 2021), as measured on a quarterly basis. For purposes of the graph, and unless otherwise indicated, it has been assumed that (a) all recurring fees (including management fees) were deducted and (b) all dividends and distributions were reinvested. The line graph provides information for Class Z shares only. As indicated in the tables provided earlier, performance for other share classes will vary due to the differing fees and expenses applicable to each share class (as indicated in the following paragraphs). Without waiver of fees and/or expense reimbursements, if any, the returns would have been lower.
Past performance does not predict future performance. Total returns and the ending account values in the graph include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.
| | | | |
PGIM Jennison Technology Fund | | | 5 | |
Your Fund’s Performance (continued)
The returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. The average annual total returns take into account applicable sales charges, which are described for each share class in the table below.
| | | | | | | | |
| | | | |
| | Class A | | Class C | | Class Z | | Class R6 |
| | | | |
Maximum initial sales charge | | 5.50% of the public offering price | | None | | None | | None |
Contingent deferred sales charge (CDSC) (as a percentage of the lower of the original purchase price or the net asset value at redemption) | | 1.00% on sales of $1 million or more made within 12 months of purchase | | 1.00% on sales made within 12 months of purchase | | None | | None |
Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets) | | 0.30% (0.25% currently) | | 1.00% | | None | | None |
Benchmark Definitions
MSCI All Country World Information Technology Index—The MSCI All Country World Information Technology Index includes large- and mid-cap securities across 23 Developed Markets (DM) countries and 26 Emerging Markets (EM) countries. The developed market country indexes included are: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Hong Kong, Ireland, Israel, Italy, Japan, Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the UK, and the United States. The emerging market country indexes included are: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Greece, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Pakistan, Peru, Philippines, Poland, Qatar, Russia, Saudi Arabia, South Africa, Taiwan, Thailand, Turkey, and United Arab Emirates.
Investors cannot invest directly in an index. The returns for the Index would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes that may be paid by an investor.
| | |
6 | | Visit our website at pgim.com/investments |
Presentation of Fund Holdings as of 10/31/21
| | | | |
| | |
Ten Largest Holdings | | Line of Business | | % of Net Assets |
NVIDIA Corp. | | Semiconductors & Semiconductor Equipment | | 9.9% |
Apple, Inc. | | Technology Hardware, Storage & Peripherals | | 8.0% |
Microsoft Corp. | | Software | | 7.3% |
Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan), ADR | | Semiconductors & Semiconductor Equipment | | 4.1% |
Adobe, Inc. | | Software | | 4.0% |
salesforce.com, Inc. | | Software | | 3.9% |
Sea Ltd. (Taiwan), ADR | | Entertainment | | 3.8% |
Broadcom, Inc. | | Semiconductors & Semiconductor Equipment | | 3.3% |
Netflix, Inc. | | Entertainment | | 3.3% |
CBRE Group, Inc. (Class A Stock) | | Real Estate Management & Development | | 3.1% |
Holdings reflect only long-term investments and are subject to change.
| | | | |
PGIM Jennison Technology Fund | | | 7 | |
Strategy and Performance Overview (unaudited)
How did the Fund perform?
The PGIM Jennison Technology Fund’s Class Z shares returned 40.41% in the 12-month reporting period that ended October 31, 2021, underperforming the 45.32% return of the MSCI All Country World Information Technology Index (the Index).
What were the market conditions?
• | | In early fall 2020, investors began to favor areas of the market that were most exposed to an economic recovery and most debilitated by the COVID-19 pandemic. |
• | | Equity markets continued to rally in the fourth quarter of 2020. Fiscal stimulus blunted the pandemic’s economic effects, and record-low interest rates bolstered liquidity and stabilized asset prices. |
• | | This rotation extended into the first quarter of 2021, boosting valuations of cyclical companies and reducing the earnings multiples of secular growth companies. June 2021 marked a turning point in the US economic reopening and reflation outlook, as the Federal Reserve’s comments began to reflect concerns about labor shortages and rising prices. |
• | | US growth stocks rebounded in the second quarter of 2021, led by the technology and communication services sectors. Corporate profit growth through the third quarter and into October 2021 was strong, highlighting the expanding recovery and boosting business confidence to its highest level since the early days of the pandemic. |
What worked?
• | | Overall stock selection contributed positively to the Fund’s strong absolute performance during the reporting period. Relative to the Index, stock selection contributed positively as well but was offset by small allocations to sectors outside the Index, such as real estate and industrials. |
• | | The following industries and holdings contributed positively to returns: |
| • | | Semiconductors (Nvidia Corp. and Taiwan Semiconductor Manufacturing Co.) |
| • | | Software (Microsoft Corp. and Adobe Inc.) |
| • | | Automobiles (Tesla Inc.) |
| • | | Information technology services (Adyen NV) |
| • | | Entertainment (Sea Ltd. and Netflix Inc.) |
| • | | Technology hardware (Apple Inc.) |
What didn’t work?
The following holdings detracted from the Fund’s performance:
| | |
8 | | Visit our website at pgim.com/investments |
• | | Out-of-Index holdings in the real estate (Zillow Group Inc.) and industrials (Uber Technologies Inc.) sectors. While these were both small positions, Jennison eliminated them during the reporting period due what it believed were better opportunities elsewhere. |
• | | Positions in the two big Chinese digital economy/platform companies (Alibaba Group Holding Ltd. and Tencent Holdings Ltd.). While both companies are profitable, long-duration businesses with attractive valuations, drastic changes in China’s central government control made it too uncertain to continue to invest in them. Both positions were sold during the period. |
• | | Underweight relative positions in the two largest Index holdings—Microsoft Corp. and Apple Inc. |
• | | Other holdings that detracted from the Fund’s performance were Affirm Holdings Inc., Snap Inc., and Stratasys Ltd. Jennison sold the Fund’s small positions in Affirm and Stratasys but continued to hold Snap, given what Jennison sees as Snap’s favorable long-term growth trajectory and incremental profitability metrics. |
Current outlook
• | | The Fund seeks to generate long-term capital appreciation by investing in a broad range of technology companies, along with businesses in other technology-related industries that effectively use technology as a sustainable competitive advantage. In deciding which equities to buy, the subadvisor uses what is known as a growth investment style. The subadvisor seeks to invest in companies with innovative products and services; a magnitude or duration of growth that is underestimated by the market; strong, defensible competitive advantages; current or potential market leadership; pricing power; unique growth drivers or identifiable catalysts; positioning to benefit from industry changes; and accelerated earnings. |
• | | Jennison seeks to have the Fund maintain a mix of: |
| • | | Stable, larger-cap businesses with long-duration profitability metrics and competitive advantages. These companies are often the leaders in their industries, using their scale as a competitive advantage. |
| • | | Up-and-coming companies with a niche technology/innovation that are early in their growth trajectories. Their business models generally have total addressable markets (i.e., the revenue opportunity for a product or service) that are still evolving. They also may be one of the first companies to introduce a type of product/service (i.e., early-mover advantage) that may be a leader in a particular market. |
• | | Jennison’s fundamental research remains focused on companies with secular growth opportunities that it expects will extend well beyond the COVID-19 pandemic. These |
| | | | |
PGIM Jennison Technology Fund | | | 9 | |
Strategy and Performance Overview (continued)
| durable opportunities were a source of strong growth during the reporting period, and Jennison believes they are poised to offer improving rates of relative growth as the effects of fiscal and monetary stimulus diminish through the second half of 2021 and into 2022. |
| | |
10 | | Visit our website at pgim.com/investments |
Fees and Expenses (unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 held through the six-month period ended October 31, 2021. The example is for illustrative purposes only; you should consult the Prospectus for information on initial and subsequent minimum investment requirements.
Actual Expenses
The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to individual retirement accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of PGIM funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account over the six-month period when you estimate the total ongoing expenses paid over the period and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information
| | | | |
PGIM Jennison Technology Fund | | | 11 | |
Fees and Expenses (continued)
provided in the expense table. Additional fees have the effect of reducing investment returns.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | | | |
| | | | |
PGIM Jennison Technology Fund | | Beginning Account Value May 1, 2021 | | Ending Account Value October 31, 2021 | | Annualized Expense Ratio Based on the Six-Month Period | | Expenses Paid During the Six-Month Period* |
Class A | | Actual | | $1,000.00 | | $1,160.90 | | 1.10% | | $ 5.99 |
| | Hypothetical | | $1,000.00 | | $1,019.66 | | 1.10% | | $ 5.60 |
Class C | | Actual | | $1,000.00 | | $1,156.50 | | 1.85% | | $10.06 |
| | Hypothetical | | $1,000.00 | | $1,015.88 | | 1.85% | | $ 9.40 |
Class Z | | Actual | | $1,000.00 | | $1,162.30 | | 0.85% | | $ 4.63 |
| | Hypothetical | | $1,000.00 | | $1,020.92 | | 0.85% | | $ 4.33 |
Class R6 | | Actual | | $1,000.00 | | $1,162.20 | | 0.80% | | $ 4.36 |
| | Hypothetical | | $1,000.00 | | $1,021.17 | | 0.80% | | $ 4.08 |
*Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended October 31, 2021, and divided by the 365 days in the Fund’s fiscal year ended October 31, 2021 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.
| | |
12 | | Visit our website at pgim.com/investments |
Schedule of Investments
as of October 31, 2021
| | | | | | | | |
| | |
Description | | Shares | | | Value | |
| | |
LONG-TERM INVESTMENTS 99.9% | | | | | | |
| | |
COMMON STOCKS | | | | | | |
| | |
Aerospace & Defense 1.0% | | | | | | | | |
Hexcel Corp.* | | | 5,499 | | | $ | 312,013 | |
| | |
Auto Components 1.3% | | | | | | | | |
Aptiv PLC* | | | 2,272 | | | | 392,806 | |
| | |
Automobiles 2.8% | | | | | | | | |
Tesla, Inc.* | | | 777 | | | | 865,578 | |
| | |
Electronic Equipment, Instruments & Components 1.2% | | | | | | | | |
Keysight Technologies, Inc.* | | | 2,026 | | | | 364,720 | |
| | |
Entertainment 7.6% | | | | | | | | |
Bilibili, Inc. (China), ADR* | | | 2,040 | | | | 149,532 | |
Netflix, Inc.* | | | 1,463 | | | | 1,009,924 | |
Sea Ltd. (Taiwan), ADR* | | | 3,420 | | | | 1,175,009 | |
| | | | | | | | |
| | |
| | | | | | | 2,334,465 | |
| | |
Equity Real Estate Investment Trusts (REITs) 1.1% | | | | | | | | |
SBA Communications Corp. | | | 964 | | | | 332,898 | |
| | |
Health Care Equipment & Supplies 2.1% | | | | | | | | |
Intuitive Surgical, Inc.* | | | 1,832 | | | | 661,590 | |
| | |
Interactive Media & Services 5.0% | | | | | | | | |
Alphabet, Inc. (Class C Stock)* | | | 296 | | | | 877,761 | |
Snap, Inc. (Class A Stock)* | | | 11,730 | | | | 616,764 | |
ZoomInfo Technologies, Inc. (Class A Stock)* | | | 892 | | | | 59,960 | |
| | | | | | | | |
| | |
| | | | | | | 1,554,485 | |
| | |
Internet & Direct Marketing Retail 3.5% | | | | | | | | |
Amazon.com, Inc.* | | | 148 | | | | 499,119 | |
MercadoLibre, Inc. (Argentina)* | | | 388 | | | | 574,636 | |
| | | | | | | | |
| | |
| | | | | | | 1,073,755 | |
| | |
IT Services 16.6% | | | | | | | | |
Adyen NV (Netherlands), 144A* | | | 275 | | | | 834,055 | |
Mastercard, Inc. (Class A Stock) | | | 1,003 | | | | 336,527 | |
Okta, Inc.* | | | 1,447 | | | | 357,669 | |
PayPal Holdings, Inc.* | | | 2,215 | | | | 515,187 | |
See Notes to Financial Statements.
| | | | |
PGIM Jennison Technology Fund | | | 13 | |
Schedule of Investments (continued)
as of October 31, 2021
| | | | | | | | |
| | |
Description | | Shares | | | Value | |
| | |
COMMON STOCKS (Continued) | | | | | | |
| | |
IT Services (cont’d.) | | | | | | | | |
Shopify, Inc. (Canada) (Class A Stock)* | | | 533 | | | $ | 781,767 | |
Snowflake, Inc. (Class A Stock)* | | | 2,429 | | | | 859,477 | |
Square, Inc. (Class A Stock)* | | | 2,906 | | | | 739,577 | |
Twilio, Inc. (Class A Stock)* | | | 2,489 | | | | 725,195 | |
| | | | | | | | |
| | |
| | | | | | | 5,149,454 | |
| | |
Life Sciences Tools & Services 0.8% | | | | | | | | |
Mettler-Toledo International, Inc.* | | | 170 | | | | 251,750 | |
| | |
Professional Services 1.4% | | | | | | | | |
CoStar Group, Inc.* | | | 5,114 | | | | 440,060 | |
| | |
Real Estate Management & Development 3.1% | | | | | | | | |
CBRE Group, Inc. (Class A Stock)* | | | 9,332 | | | | 971,275 | |
| | |
Semiconductors & Semiconductor Equipment 20.2% | | | | | | | | |
Ambarella, Inc.* | | | 2,776 | | | | 515,864 | |
Broadcom, Inc. | | | 1,906 | | | | 1,013,363 | |
Lam Research Corp. | | | 673 | | | | 379,283 | |
NVIDIA Corp. | | | 12,001 | | | | 3,068,296 | |
Taiwan Semiconductor Manufacturing Co. Ltd. (Taiwan), ADR | | | 11,308 | | | | 1,285,719 | |
| | | | | | | | |
| | |
| | | | | | | 6,262,525 | |
| | |
Software 24.2% | | | | | | | | |
Adobe, Inc.* | | | 1,903 | | | | 1,237,635 | |
Atlassian Corp. PLC (Class A Stock)* | | | 1,162 | | | | 532,347 | |
DocuSign, Inc.* | | | 2,341 | | | | 651,477 | |
HubSpot, Inc.* | | | 933 | | | | 755,945 | |
Microsoft Corp. | | | 6,823 | | | | 2,262,643 | |
salesforce.com, Inc.* | | | 4,012 | | | | 1,202,356 | |
Workday, Inc. (Class A Stock)* | | | 2,928 | | | | 849,062 | |
| | | | | | | | |
| | |
| | | | | | | 7,491,465 | |
| | |
Technology Hardware, Storage & Peripherals 8.0% | | | | | | | | |
Apple, Inc. | | | 16,546 | | | | 2,478,591 | |
| | | | | | | | |
| | |
TOTAL LONG-TERM INVESTMENTS (cost $18,286,972) | | | | | | | 30,937,430 | |
| | | | | | | | |
See Notes to Financial Statements.
| | | | | | | | |
| | |
Description | | Shares | | | Value | |
| | |
SHORT-TERM INVESTMENT 0.1% | | | | | | |
| | |
AFFILIATED MUTUAL FUND | | | | | | |
PGIM Core Ultra Short Bond Fund (cost $45,974)(wa) | | | 45,974 | | | $ | 45,974 | |
| | | | | | | | |
| | |
TOTAL INVESTMENTS 100.0% (cost $18,332,946) | | | | | | | 30,983,404 | |
Liabilities in excess of other assets (0.0)% | | | | | | | (13,485 | ) |
| | | | | | | | |
| | |
NET ASSETS 100.0% | | | | | | $ | 30,969,919 | |
| | | | | | | | |
Below is a list of the abbreviation(s) used in the annual report:
144A—Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and, pursuant to the requirements of Rule 144A, may not be resold except to qualified institutional buyers.
ADR—American Depositary Receipt
LIBOR—London Interbank Offered Rate
REITs—Real Estate Investment Trust
* | Non-income producing security. |
(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. |
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 October 31, 2021 in valuing such portfolio securities:
| | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | |
Investments in Securities | | | | | | | | | |
Assets | | | | | | | | | |
Long-Term Investments | | | | | | | | | |
Common Stocks | | | | | | | | | |
Aerospace & Defense | | $ | 312,013 | | | $ | — | | | $ | — | |
Auto Components | | | 392,806 | | | | — | | | | — | |
Automobiles | | | 865,578 | | | | — | | | | — | |
Electronic Equipment, Instruments & Components | | | 364,720 | | | | — | | | | — | |
Entertainment | | | 2,334,465 | | | | — | | | | — | |
Equity Real Estate Investment Trusts (REITs) | | | 332,898 | | | | — | | | | — | |
Health Care Equipment & Supplies | | | 661,590 | | | | — | | | | — | |
Interactive Media & Services | | | 1,554,485 | | | | — | | | | — | |
See Notes to Financial Statements.
| | | | |
PGIM Jennison Technology Fund | | | 15 | |
Schedule of Investments (continued)
as of October 31, 2021
| | | | | | | | | | | | |
| | Level 1 | | | Level 2 | | | Level 3 | |
Investments in Securities (continued) | | | | | | | | | |
Assets (continued) | | | | | | | | | |
Long-Term Investments (continued) | | | | | | | | | |
Common Stocks (continued) | | | | | | | | | |
Internet & Direct Marketing Retail | | $ | 1,073,755 | | | $ | — | | | $ | — | |
IT Services | | | 4,315,399 | | | | 834,055 | | | | — | |
Life Sciences Tools & Services | | | 251,750 | | | | — | | | | — | |
Professional Services | | | 440,060 | | | | — | | | | — | |
Real Estate Management & Development | | | 971,275 | | | | — | | | | — | |
Semiconductors & Semiconductor Equipment | | | 6,262,525 | | | | — | | | | — | |
Software | | | 7,491,465 | | | | — | | | | — | |
Technology Hardware, Storage & Peripherals | | | 2,478,591 | | | | — | | | | — | |
Short-Term Investment | | | | | | | | | |
Affiliated Mutual Fund | | | 45,974 | | | | — | | | | — | |
| | | | | | | | | | | | |
Total | | $ | 30,149,349 | | | $ | 834,055 | | | $ | — | |
| | | | | | | | | | | | |
Industry Classification:
The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of October 31, 2021 were as follows (unaudited):
| | | | |
Software | | | 24.2 | % |
Semiconductors & Semiconductor Equipment | | | 20.2 | |
IT Services | | | 16.6 | |
Technology Hardware, Storage & Peripherals | | | 8.0 | |
Entertainment | | | 7.6 | |
Interactive Media & Services | | | 5.0 | |
Internet & Direct Marketing Retail | | | 3.5 | |
Real Estate Management & Development | | | 3.1 | |
Automobiles | | | 2.8 | |
Health Care Equipment & Supplies | | | 2.1 | |
Professional Services | | | 1.4 | |
Auto Components | | | 1.3 | |
Electronic Equipment, Instruments & Components | | | 1.2 | |
| | | | |
Equity Real Estate Investment Trusts (REITs) | | | 1.1 | % |
Aerospace & Defense | | | 1.0 | |
Life Sciences Tools & Services | | | 0.8 | |
Affiliated Mutual Fund | | | 0.1 | |
| | | | |
| | | 100.0 | |
Liabilities in excess of other assets | | | (0.0 | )* |
| | | | |
| |
| | | 100.0 | % |
| | | | |
See Notes to Financial Statements.
Statement of Assets and Liabilities
as of October 31, 2021
| | | | |
Assets | | | | |
Investments at value: | | | | |
Unaffiliated investments (cost $18,286,972) | | $ | 30,937,430 | |
Affiliated investments (cost $45,974) | | | 45,974 | |
Receivable for investments sold | | | 333,543 | |
Receivable for Fund shares sold | | | 1,182 | |
Dividends receivable | | | 580 | |
Tax reclaim receivable | | | 300 | |
Prepaid expenses | | | 1,289 | |
| | | | |
Total Assets | | | 31,320,298 | |
| | | | |
| |
Liabilities | | | |
Payable for investments purchased | | | 277,040 | |
Accrued expenses and other liabilities | | | 26,912 | |
Audit fee payable | | | 23,799 | |
Management fee payable | | | 13,766 | |
Payable for Fund shares purchased | | | 4,206 | |
Affiliated transfer agent fee payable | | | 2,307 | |
Distribution fee payable | | | 1,545 | |
Trustees’ fees payable | | | 804 | |
| | | | |
Total Liabilities | | | 350,379 | |
| | | | |
| |
Net Assets | | $ | 30,969,919 | |
| | | | |
| |
| | | | |
Net assets were comprised of: | | | | |
Shares of beneficial interest, at par | | $ | 1,363 | |
Paid-in capital in excess of par | | | 15,831,171 | |
Total distributable earnings (loss) | | | 15,137,385 | |
| | | | |
Net assets, October 31, 2021 | | $ | 30,969,919 | |
| | | | |
See Notes to Financial Statements.
| | | | |
PGIM Jennison Technology Fund | | | 17 | |
Statement of Assets and Liabilities
as of October 31, 2021
| | | | |
Class A | | | | |
Net asset value and redemption price per share, ($3,988,821 ÷ 176,645 shares of beneficial interest issued and outstanding) | | $ | 22.58 | |
Maximum sales charge (5.50% of offering price) | | | 1.31 | |
| | | | |
Maximum offering price to public | | $ | 23.89 | |
| | | | |
| |
Class C | | | |
Net asset value, offering price and redemption price per share, ($929,848 ÷ 42,237 shares of beneficial interest issued and outstanding) | | $ | 22.01 | |
| | | | |
| |
Class Z | | | |
Net asset value, offering price and redemption price per share, ($13,928,387 ÷ 611,572 shares of beneficial interest issued and outstanding) | | $ | 22.77 | |
| | | | |
| |
Class R6 | | | |
Net asset value, offering price and redemption price per share, ($12,122,863 ÷ 532,074 shares of beneficial interest issued and outstanding) | | $ | 22.78 | |
| | | | |
| |
Net Asset Values Per Share may not recalculate due to rounding. | | | | |
See Notes to Financial Statements.
Statement of Operations
Year Ended October 31, 2021
| | | | | |
Net Investment Income (Loss) | | | | | |
Income | | | | | |
Unaffiliated dividend income (net of $5,298 foreign withholding tax) | | | $ | 83,433 | |
Income from securities lending, net (including affiliated income of $107) | | | | 563 | |
Affiliated dividend income | | | | 309 | |
| | | | | |
Total income | | | | 84,305 | |
| | | | | |
| |
Expenses | | | | | |
Management fee | | | | 193,260 | |
Distribution fee(a) | | | | 17,215 | |
Custodian and accounting fees | | | | 51,176 | |
Registration fees(a) | | | | 33,101 | |
Audit fee | | | | 25,902 | |
Transfer agent’s fees and expenses (including affiliated expense of $12,117)(a) | | | | 25,055 | |
Legal fees and expenses | | | | 19,956 | |
Trustees’ fees | | | | 9,903 | |
Shareholders’ reports | | | | 8,549 | |
Miscellaneous | | | | 17,807 | |
| | | | | |
Total expenses | | | | 401,924 | |
Less: Fee waiver and/or expense reimbursement(a) | | | | (171,019 | ) |
Distribution fee waiver(a) | | | | (1,702 | ) |
| | | | | |
Net expenses | | | | 229,203 | |
| | | | | |
Net investment income (loss) | | | | (144,898 | ) |
| | | | | |
| |
Realized And Unrealized Gain (Loss) On Investment And Foreign Currency Transactions | | |
Net realized gain (loss) on: | | | | | |
Investment transactions (including affiliated of $(58)) | | | | 2,674,602 | |
Foreign currency transactions | | | | 316 | |
| | | | | |
| | | | 2,674,918 | |
| | | | | |
Net change in unrealized appreciation (depreciation) on: | | | | | |
Investments (including affiliated of $10) | | | | 5,784,774 | |
Foreign currencies | | | | 178 | |
| | | | | |
| | | | 5,784,952 | |
| | | | | |
Net gain (loss) on investment and foreign currency transactions | | | | 8,459,870 | |
| | | | | |
Net Increase (Decrease) In Net Assets Resulting From Operations | | | $ | 8,314,972 | |
| | | | | |
(a) | Class specific expenses and waivers were as follows: |
| | | | | | | | | | | | | | | | |
| | Class A | | | Class C | | | Class Z | | | Class R6 | |
Distribution fee | | | 10,212 | | | | 7,003 | | | | — | | | | — | |
Registration fees | | | 11,812 | | | | 7,513 | | | | 8,163 | | | | 5,613 | |
Transfer agent’s fees and expenses | | | 11,797 | | | | 1,817 | | | | 11,268 | | | | 173 | |
Fee waiver and/or expense reimbursement | | | (37,813 | ) | | | (12,265 | ) | | | (64,944 | ) | | | (55,997 | ) |
Distribution fee waiver | | | (1,702 | ) | | | — | | | | — | | | | — | |
|
See Notes to Financial Statements. |
| | | | |
PGIM Jennison Technology Fund | | | 19 | |
Statements of Changes in Net Assets
| | | | | | | | |
| | Year Ended October 31, | |
| | |
| | 2021 | | | 2020 | |
| | |
Increase (Decrease) in Net Assets | | | | | | | | |
Operations | | | | | | | | |
Net investment income (loss) | | $ | (144,898 | ) | | $ | (45,981 | ) |
Net realized gain (loss) on investment and foreign currency transactions | | | 2,674,918 | | | | 1,212,559 | |
Net change in unrealized appreciation (depreciation) on investments and foreign currencies | | | 5,784,952 | | | | 5,417,785 | |
| | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | 8,314,972 | | | | 6,584,363 | |
| | | | | | | | |
Dividends and Distributions | | | | | | | | |
Distributions from distributable earnings | | | | | | | | |
Class A | | | (124,513 | ) | | | — | |
Class C | | | (28,794 | ) | | | — | |
Class Z | | | (369,881 | ) | | | (2,103 | ) |
Class R6 | | | (432,224 | ) | | | (5,091 | ) |
| | | | | | | | |
| | | (955,412 | ) | | | (7,194 | ) |
| | | | | | | | |
Fund share transactions (Net of share conversions) | | | | | | | | |
Net proceeds from shares sold | | | 7,063,414 | | | | 6,496,402 | |
Net asset value of shares issued in reinvestment of dividends and distributions | | | 865,619 | | | | 7,095 | |
Cost of shares purchased | | | (2,939,918 | ) | | | (6,023,367 | ) |
| | | | | | | | |
Net increase (decrease) in net assets from Fund share transactions | | | 4,989,115 | | | | 480,130 | |
| | | | | | | | |
Total increase (decrease) | | | 12,348,675 | | | | 7,057,299 | |
| | |
Net Assets: | | | | | | | | |
Beginning of year | | | 18,621,244 | | | | 11,563,945 | |
| | | | | | | | |
End of year | | $ | 30,969,919 | | | $ | 18,621,244 | |
| | | | | | | | |
See Notes to Financial Statements.
Financial Highlights
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class A Shares | | | | | | | |
| | Year Ended October 31, | | | | | | June 19, 2018(a) through October 31, 2018 | | | | |
| | 2021 | | | 2020 | | | 2019 | | | | | | | |
Per Share Operating Performance(b): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | | $16.83 | | | | $11.18 | | | | $9.64 | | | | | | | | | | | | $10.00 | | | | | | | | | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | (0.16 | ) | | | (0.09 | ) | | | (0.03 | ) | | | | | | | | | | | (0.01 | ) | | | | | | | | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | 6.76 | | | | 5.74 | | | | 1.57 | | | | | | | | | | | | (0.35 | ) | | | | | | | | |
Total from investment operations | | | 6.60 | | | | 5.65 | | | | 1.54 | | | | | | | | | | | | (0.36 | ) | | | | | | | | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Distributions from net realized gains | | | (0.85 | ) | | | - | | | | - | | | | | | | | | | | | - | | | | | | | | | |
Net asset value, end of period | | | $22.58 | | | | $16.83 | | | | $11.18 | | | | | | | | | | | | $9.64 | | | | | | | | | |
Total Return(c): | | | 40.10 | % | | | 50.54 | % | | | 15.98 | % | | | | | | | | | | | (3.60 | )% | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000) | | | $3,989 | | | | $2,400 | | | | $457 | | | | | | | | | | | | $110 | | | | | | | | | |
Average net assets (000) | | | $3,404 | | | | $1,365 | | | | $216 | | | | | | | | | | | | $37 | | | | | | | | | |
Ratios to average net assets(d): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | 1.10 | % | | | 1.10 | % | | | 1.10 | % | | | | | | | | | | | 1.10 | %(e) | | | | | | | | |
Expenses before waivers and/or expense reimbursement | | | 2.26 | % | | | 3.33 | % | | | 9.15 | % | | | | | | | | | | | 148.53 | %(e) | | | | | | | | |
Net investment income (loss) | | | (0.77 | )% | | | (0.60 | )% | | | (0.27 | )% | | | | | | | | | | | (0.37 | )%(e) | | | | | | | | |
Portfolio turnover rate(f) | | | 68 | % | | | 74 | % | | | 47 | % | | | | | | | | | | | 19 | % | | | | | | | | |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(d) | Does not include expenses of the underlying funds in which the Fund invests. |
(f) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
PGIM Jennison Technology Fund | | | 21 | |
Financial Highlights (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class C Shares | | | | | | | |
| | Year Ended October 31, | | | | | | June 19, 2018(a) through October 31, 2018 | | | | |
| | 2021 | | | 2020 | | | 2019 | | | | | | | |
Per Share Operating Performance(b): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | | $16.55 | | | | $11.07 | | | | $9.62 | | | | | | | | | | | | $10.00 | | | | | | | | | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | (0.30 | ) | | | (0.21 | ) | | | (0.10 | ) | | | | | | | | | | | (0.04 | ) | | | | | | | | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | 6.61 | | | | 5.69 | | | | 1.55 | | | | | | | | | | | | (0.34 | ) | | | | | | | | |
Total from investment operations | | | 6.31 | | | | 5.48 | | | | 1.45 | | | | | | | | | | | | (0.38 | ) | | | | | | | | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Distributions from net realized gains | | | (0.85 | ) | | | - | | | | - | | | | | | | | | | | | - | | | | | | | | | |
Net asset value, end of period | | | $22.01 | | | | $16.55 | | | | $11.07 | | | | | | | | | | | | $9.62 | | | | | | | | | |
Total Return(c): | | | 39.05 | % | | | 49.50 | % | | | 15.07 | % | | | | | | | | | | | (3.80 | )% | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000) | | | $930 | | | | $529 | | | | $61 | | | | | | | | | | | | $39 | | | | | | | | | |
Average net assets (000) | | | $700 | | | | $265 | | | | $56 | | | | | | | | | | | | $33 | | | | | | | | | |
Ratios to average net assets(d): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | 1.85 | % | | | 1.85 | % | | | 1.85 | % | | | | | | | | | | | 1.85 | %(e) | | | | | | | | |
Expenses before waivers and/or expense reimbursement | | | 3.60 | % | | | 8.45 | % | | | 26.92 | % | | | | | | | | | | | 166.12 | %(e) | | | | | | | | |
Net investment income (loss) | | | (1.52 | )% | | | (1.38 | )% | | | (0.95 | )% | | | | | | | | | | | (1.16 | )%(e) | | | | | | | | |
Portfolio turnover rate(f) | | | 68 | % | | | 74 | % | | | 47 | % | | | | | | | | | | | 19 | % | | | | | | | | |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(d) | Does not include expenses of the underlying funds in which the Fund invests. |
(f) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class Z Shares | | | | | | | |
| | Year Ended October 31, | | | | | | June 19, 2018(a) through October 31, 2018 | | | | |
| | 2021 | | | 2020 | | | 2019 | | | | |
Per Share Operating Performance(b): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | | $16.93 | | | | $11.22 | | | | $9.66 | | | | | | | | | | | | $10.00 | | | | | | | | | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | (0.11 | ) | | | (0.04 | ) | | | - | (c) | | | | | | | | | | | (0.01 | ) | | | | | | | | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | 6.80 | | | | 5.75 | | | | 1.57 | | | | | | | | | | | | (0.33 | ) | | | | | | | | |
Total from investment operations | | | 6.69 | | | | 5.71 | | | | 1.57 | | | | | | | | | | | | (0.34 | ) | | | | | | | | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | - | | | | - | (c) | | | (0.01 | ) | | | | | | | | | | | - | | | | | | | | | |
Distributions from net realized gains | | | (0.85 | ) | | | - | | | | - | | | | | | | | | | | | - | | | | | | | | | |
Total dividends and distributions | | | (0.85 | ) | | | - | (c) | | | (0.01 | ) | | | | | | | | | | | - | | | | | | | | | |
Net asset value, end of period | | | $22.77 | | | | $16.93 | | | | $11.22 | | | | | | | | | | | | $9.66 | | | | | | | | | |
Total Return(d): | | | 40.41 | % | | | 50.94 | % | | | 16.25 | % | | | | | | | | | | | (3.40 | )% | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000) | | | $13,928 | | | | $7,063 | | | | $5,420 | | | | | | | | | | | | $2,327 | | | | | | | | | |
Average net assets (000) | | | $10,989 | | | | $6,864 | | | | $4,521 | | | | | | | | | | | | $1,204 | | | | | | | | | |
Ratios to average net assets(e): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | 0.85 | % | | | 0.85 | % | | | 0.85 | % | | | | | | | | | | | 0.85 | %(f) | | | | | | | | |
Expenses before waivers and/or expense reimbursement | | | 1.44 | % | | | 2.03 | % | | | 2.66 | % | | | | | | | | | | | 10.00 | %(f) | | | | | | | | |
Net investment income (loss) | | | (0.53 | )% | | | (0.27 | )% | | | 0.03 | % | | | | | | | | | | | (0.21 | )%(f) | | | | | | | | |
Portfolio turnover rate(g) | | | 68 | % | | | 74 | % | | | 47 | % | | | | | | | | | | | 19 | % | | | | | | | | |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Amount rounds to zero. |
(d) | Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(e) | Does not include expenses of the underlying funds in which the Fund invests. |
(g) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
PGIM Jennison Technology Fund | | | 23 | |
Financial Highlights (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class R6 Shares | | | | | | | |
| | Year Ended October 31, | | | | | | June 19, 2018(a) through October 31, 2018 | | | | |
| | 2021 | | | 2020 | | | 2019 | | | | |
Per Share Operating Performance(b): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net Asset Value, Beginning of Period | | | $16.93 | | | | $11.22 | | | | $9.66 | | | | | | | | | | | | $10.00 | | | | | | | | | |
Income (loss) from investment operations: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net investment income (loss) | | | (0.09 | ) | | | (0.03 | ) | | | 0.01 | | | | | | | | | | | | - | (c) | | | | | | | | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | 6.79 | | | | 5.75 | | | | 1.56 | | | | | | | | | | | | (0.34 | ) | | | | | | | | |
Total from investment operations | | | 6.70 | | | | 5.72 | | | | 1.57 | | | | | | | | | | | | (0.34 | ) | | | | | | | | |
Less Dividends and Distributions: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Dividends from net investment income | | | - | | | | (0.01 | ) | | | (0.01 | ) | | | | | | | | | | | - | | | | | | | | | |
Distributions from net realized gains | | | (0.85 | ) | | | - | | | | - | | | | | | | | | | | | - | | | | | | | | | |
Total dividends and distributions | | | (0.85 | ) | | | (0.01 | ) | | | (0.01 | ) | | | | | | | | | | | - | | | | | | | | | |
Net asset value, end of period | | | $22.78 | | | | $16.93 | | | | $11.22 | | | | | | | | | | | | $9.66 | | | | | | | | | |
Total Return(d): | | | 40.47 | % | | | 51.02 | % | | | 16.28 | % | | | | | | | | | | | (3.40 | )% | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Ratios/Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | |
Net assets, end of period (000) | | | $12,123 | | | | $8,630 | | | | $5,627 | | | | | | | | | | | | $4,838 | | | | | | | | | |
Average net assets (000) | | | $10,675 | | | | $7,106 | | | | $5,280 | | | | | | | | | | | | $5,084 | | | | | | | | | |
Ratios to average net assets(e): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Expenses after waivers and/or expense reimbursement | | | 0.80 | % | | | 0.80 | % | | | 0.80 | % | | | | | | | | | | | 0.80 | %(f) | | | | | | | | |
Expenses before waivers and/or expense reimbursement | | | 1.32 | % | | | 1.90 | % | | | 2.56 | % | | | | | | | | | | | 6.54 | %(f) | | | | | | | | |
Net investment income (loss) | | | (0.47 | )% | | | (0.22 | )% | | | 0.10 | % | | | | | | | | | | | (0.12 | )%(f) | | | | | | | | |
Portfolio turnover rate(g) | | | 68 | % | | | 74 | % | | | 47 | % | | | | | | | | | | | 19 | % | | | | | | | | |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Amount rounds to zero. |
(d) | Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(e) | Does not include expenses of the underlying funds in which the Fund invests. |
(g) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
Notes to Financial Statements
Prudential Investment Portfolios 12 (the “Registered Investment Company” or “RIC”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The RIC is organized as a Delaware Statutory Trust and currently consists of six separate funds: PGIM Global Real Estate Fund, PGIM Jennison International Small-Mid Cap Opportunities Fund, PGIM Jennison NextGeneration Global Opportunities Fund, PGIM Jennison Technology Fund, PGIM Short Duration Muni Fund and PGIM US Real Estate Fund. These financial statements relate only to the PGIM Jennison Technology Fund (the “Fund”). The Fund is classified as a non-diversified fund for purposes of the 1940 Act.
The investment objective of the Fund is to seek long-term capital appreciation.
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 RIC’s Board of Trustees (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or the “Manager”). Pursuant to the Board’s delegation, the Manager has established a Valuation Committee responsible for supervising the fair valuation of portfolio securities and other assets and liabilities. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A record of the Valuation Committee’s actions is subject to the Board’s review at its first quarterly meeting following the quarter in which such actions take place.
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PGIM Jennison Technology Fund | | | 25 | |
Notes to Financial Statements (continued)
For the fiscal reporting year-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 Measurements and Disclosures.
Common or preferred stocks, exchange-traded funds 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 valuation date exists, these securities are generally valued at the mean between the last reported bid and ask prices, or at the last bid price in the absence of an ask price. These securities are classified as Level 2 in the fair value hierarchy.
Foreign equities traded on foreign securities exchanges are generally valued using pricing vendor services that provide model prices derived using adjustment factors based on information such as local closing price, relevant general and sector indices, currency fluctuations, depositary receipts, and futures, as applicable. Securities valued using such model prices are classified as Level 2 in the fair value hierarchy. The models generate an evaluated adjustment factor for each security, which is applied to the local closing price to adjust it for post closing market movements up to the time the Fund is valued. Utilizing that evaluated adjustment factor, the vendor provides an evaluated price for each security. If the vendor does not provide an evaluated price, securities are valued in accordance with exchange-traded common and preferred stock valuation policies discussed above.
Investments in open-end funds (other than exchange-traded funds) are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.
Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be
classified as Level 3 in the fair value hierarchy. Altering one or more unobservable inputs may result in a significant change to a Level 3 security’s fair value measurement.
When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the Manager 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.
Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:
(i) market value of investment securities, other assets and liabilities — at the exchange rate as of the valuation date;
(ii) purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities held at the end of the period. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities sold during the period. Accordingly, holding period unrealized and realized foreign currency gains (losses) are included in the reported Net change in unrealized appreciation (depreciation) on investments and Net realized gains (losses) on investment transactions on the Statements of Operations.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the disposition of holdings of foreign currencies, currency gains (losses) realized between the trade and settlement dates on investment transactions, and the difference between the amounts of interest, dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) arise from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates.
Master Netting Arrangements: The RIC, on behalf of 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
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PGIM Jennison Technology Fund | | | 27 | |
Notes to Financial Statements (continued)
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 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 maturities 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.
Equity and Mortgage Real Estate Investment Trusts (collectively REITs): The Fund invested in REITs, which report information on the source of their distributions annually. Based on current and historical information, a portion of distributions received from REITs during the period is estimated to be dividend income, capital gain or return of capital and recorded
accordingly. When material, these estimates are adjusted periodically when the actual source of distributions is disclosed by the REITs.
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. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual. Net investment income or loss (other than class specific expenses and waivers, which are allocated as noted below) and unrealized and realized gains (losses) are allocated daily to each class of shares based upon the relative proportion of adjusted net assets of each class at the beginning of the day. Class specific expenses and waivers, where applicable, are charged to the respective share classes. Such class specific expenses and waivers include distribution fees and distribution fee waivers, shareholder servicing fees, transfer agent’s fees and expenses, registration fees and fee waivers and/or expense reimbursements, as applicable.
Taxes: It is the Fund’s policy to continue to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net investment income and capital gains, if any, to its shareholders. Therefore, no federal income tax provision is required. Withholding taxes on foreign dividends, interest and capital gains, if any, are recorded, net of reclaimable amounts, at the time the related income is earned.
Dividends and Distributions: The Fund expects to pay dividends from net investment income and distributions from net realized capital gains, if any, annually. Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from 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.
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.
The RIC, on behalf of the Fund, has a management agreement with the Manager. Pursuant to this agreement, the Manager has responsibility for all investment advisory services and supervises the subadviser’s performance of such services.
The Manager has entered into a subadvisory agreement with Jennison Associates LLC (“Jennison” or the “subadviser”). The Manager pays for the services of Jennison.
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PGIM Jennison Technology Fund | | | 29 | |
Notes to Financial Statements (continued)
The management fee paid to the Manager is accrued daily and payable monthly at an annual rate of 0.75% of the average daily net assets up to $1 billion, 0.73% of the average daily net assets from $1 billion to $3 billion, 0.71% of the average daily net assets from $3 billion to $5 billion, 0.70% of the average daily net assets from $5 billion to $10 billion and 0.69% of the average daily net assets over $10 billion. The effective management fee rate before any waivers and/or expense reimbursements was 0.75% for the year ended October 31, 2021.
The Manager has contractually agreed, through February 28, 2023, to limit total annual operating expenses after fee waivers and/or expense reimbursements to 1.10% of average daily net assets for Class A shares, 1.85% of average daily net assets for Class C shares, 0.85% of average daily net assets for Class Z shares and 0.80% of average daily net assets for Class R6 shares. This contractual waiver excludes interest, brokerage, taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), acquired fund fees and expenses, extraordinary expenses, and certain other Fund expenses such as dividend and interest expense and broker charges on short sales.
Where applicable, the Manager agrees to waive management fees or shared operating expenses on any share class to the same extent that it waives such expenses on any other share class and, in addition, total annual operating expenses for Class R6 shares will not exceed total annual operating expenses for Class Z shares. Fees and/or expenses waived and/or reimbursed by the Manager may be recouped by the Manager within the same fiscal year during which such waiver/reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year.
The RIC, on behalf of the Fund, has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class A, Class C, Class Z and Class R6 shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A and Class C shares, pursuant to the plans of distribution (the “Distribution Plans”), regardless of expenses actually incurred by PIMS.
Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to 0.30% and 1% of the average daily net assets of the Class A and Class C shares, respectively. PIMS has contractually agreed through February 28, 2023 to limit such fees to 0.25% of the average daily net assets of Class A shares. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class Z and Class R6 shares of the Fund.
For the year ended October 31, 2021, PIMS received $7,818 in front-end sales charges resulting from sales of Class A shares. Additionally, for the year ended October 31, 2021,
PIMS received $134 in contingent deferred sales charges imposed upon redemptions by certain Class A shareholders. From these fees, PIMS paid such sales charges to broker-dealers, who in turn paid commissions to salespersons and incurred other distribution costs.
PGIM Investments, PIMS and Jennison are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).
4. Other | Transactions with Affiliates |
Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential, serves as the Fund’s transfer agent. Transfer agent’s fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.
The Fund may 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”), each a fund 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 year ended October 31, 2021, no 17a-7 transactions were entered into by the Fund.
The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Government securities) for the year ended October 31, 2021, were $21,227,282 and $17,310,601, respectively.
A summary of the cost of purchases and proceeds from sales of shares of affiliated mutual funds for the year ended October 31, 2021, is presented as follows:
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PGIM Jennison Technology Fund | | | 31 | |
Notes to Financial Statements (continued)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Value, Beginning of Year | | | Cost of Purchases | | | Proceeds from Sales | | | Change in Unrealized Gain (Loss) | | | Realized Gain (Loss) | | | Value, End of Year | | | Shares, End of Year | | | Income | |
| | |
| Short-Term Investments - Affiliated Mutual Funds: | | | | | | | | | |
| | |
| PGIM Core Ultra Short Bond Fund (1)(wa) | | | | | | | | | |
$ | 278,464 | | | $ | 10,236,974 | | | $ | 10,469,464 | | | $ | — | | | $ | — | | | $ | 45,974 | | | | 45,974 | | | $ | 309 | |
| |
| PGIM Institutional Money Market Fund (1)(b)(wa) | | | | | |
| 115,330 | | | | 1,556,535 | | | | 1,671,817 | | | | 10 | | | | (58 | ) | | | — | | | | — | | | | 107 | (2) |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
$ | 393,794 | | | $ | 11,793,509 | | | $ | 12,141,281 | | | $ | 10 | | | $ | (58 | ) | | $ | 45,974 | | | | | | | $ | 416 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(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. Distributions | and Tax Information |
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.
For the year ended October 31, 2021, the tax character of dividends paid by the Fund were $284,542 of ordinary income and $670,870 of long-term capital gains. For the year ended October 31, 2020, the tax character of dividends paid by the Fund was $7,194 of ordinary income.
As of October 31, 2021, the accumulated undistributed earnings on a tax basis were $151,214 of ordinary income and $2,415,584 of long-term capital gains.
The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of October 31, 2021 were as follows:
| | | | | | |
Tax Basis | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation |
$18,412,817 | | $12,866,402 | | $(295,815) | | $12,570,587 |
The difference between GAAP basis and tax basis is primarily attributable to deferred losses on wash sales.
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 three fiscal years up to the most recent fiscal year ended October 31, 2021 are subject to such review.
The Fund offers Class A, Class C, Class Z and Class R6 shares. Class A shares are sold with a maximum front-end sales charge of 5.50%. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (“CDSC”) of 1%, although they are not subject to an initial sales charge. The Class A CDSC is waived for certain retirement and/or benefit plans. A special exchange privilege is also available for shareholders who qualified to purchase Class A shares at net asset value. Class C shares are sold with a CDSC of 1% on sales made within 12 months of purchase. Class C shares will automatically convert to Class A shares on a monthly basis approximately eight years (ten years prior to January 22, 2021) after purchase. Class Z and Class R6 shares are not subject to any sales or redemption charges and are available exclusively for sale to a limited group of investors.
Under certain circumstances, an exchange may be made from specified share classes of the Fund to one or more other share classes of the Fund as presented in the table of transactions in shares of beneficial interest, below.
The RIC has authorized an unlimited number of shares of beneficial interest of the Fund at $0.001 par value per share, currently divided into four classes, designated Class A, Class C, Class Z and Class R6.
As of October 31, 2021, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned shares of the Fund as follows:
| | | | |
| | Number of Shares | | Percentage of Outstanding Shares |
Class C | | 1,045 | | 2.5% |
Class R6 | | 524,057 | | 98.5% |
At the reporting period end, the number of shareholders holding greater than 5% of the Fund are as follows:
| | | | | | |
Affiliated | | Unaffiliated |
Number of Shareholders | | Percentage of Outstanding Shares | | Number of Shareholders | | Percentage of Outstanding Shares |
1 | | 38.6% | | 3 | | 34.2% |
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PGIM Jennison Technology Fund | | | 33 | |
Notes to Financial Statements (continued)
Transactions in shares of beneficial interest were as follows:
| | | | | | | | |
Class A | | Shares | | | Amount | |
Year ended October 31, 2021: | | | | | | | | |
Shares sold | | | 89,208 | | | $ | 1,769,842 | |
Shares issued in reinvestment of dividends and distributions | | | 6,499 | | | | 124,513 | |
Shares purchased | | | (64,127 | ) | | | (1,254,300 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | 31,580 | | | | 640,055 | |
Shares issued upon conversion from other share class(es) | | | 4,783 | | | | 104,505 | |
Shares purchased upon conversion into other share class(es) | | | (2,264 | ) | | | (43,536 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 34,099 | | | $ | 701,024 | |
| | | | | | | | |
Year ended October 31, 2020: | | | | | | | | |
Shares sold | | | 162,602 | | | $ | 2,418,039 | |
Shares purchased | | | (60,926 | ) | | | (976,393 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 101,676 | | | $ | 1,441,646 | |
| | | | | | | | |
| | |
Class C | | | | | | |
Year ended October 31, 2021: | | | | | | | | |
Shares sold | | | 16,070 | | | $ | 329,207 | |
Shares issued in reinvestment of dividends and distributions | | | 1,470 | | | | 27,637 | |
Shares purchased | | | (2,379 | ) | | | (45,126 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | 15,161 | | | | 311,718 | |
Shares purchased upon conversion into other share class(es) | | | (4,881 | ) | | | (104,505 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 10,280 | | | $ | 207,213 | |
| | | | | | | | |
Year ended October 31, 2020: | | | | | | | | |
Shares sold | | | 31,176 | | | $ | 437,349 | |
Shares purchased | | | (4,702 | ) | | | (76,155 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 26,474 | | | $ | 361,194 | |
| | | | | | | | |
| | |
Class Z | | | | | | |
Year ended October 31, 2021: | | | | | | | | |
Shares sold | | | 259,897 | | | $ | 4,964,365 | |
Shares issued in reinvestment of dividends and distributions | | | 14,689 | | | | 283,197 | |
Shares purchased | | | (82,417 | ) | | | (1,640,492 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding before conversion | | | 192,169 | | | | 3,607,070 | |
Shares issued upon conversion from other share class(es) | | | 2,248 | | | | 43,536 | |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 194,417 | | | $ | 3,650,606 | |
| | | | | | | | |
Year ended October 31, 2020: | | | | | | | | |
Shares sold | | | 251,099 | | | $ | 3,500,471 | |
Shares issued in reinvestment of dividends and distributions | | | 165 | | | | 2,004 | |
Shares purchased | | | (317,144 | ) | | | (4,970,819 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | (65,880 | ) | | $ | (1,468,344 | ) |
| | | | | | | | |
| | | | | | | | |
Class R6 | | Shares | | | Amount | |
Year ended October 31, 2021: | | | | | | | | |
Shares issued in reinvestment of dividends and distributions | | | 22,310 | | | $ | 430,272 | |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 22,310 | | | $ | 430,272 | |
| | | | | | | | |
Year ended October 31, 2020: | | | | | | | | |
Shares sold | | | 7,783 | | | $ | 140,543 | |
Shares issued in reinvestment of dividends and distributions | | | 419 | | | | 5,091 | |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 8,202 | | | $ | 145,634 | |
| | | | | | | | |
The RIC, on behalf of 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 current SCA in effect at the reporting period-end as well as the prior SCA.
| | | | |
| | Current SCA | | Prior SCA |
Term of Commitment | | 10/1/2021 – 9/29/2022 | | 10/2/2020 – 9/30/2021 |
| | |
Total Commitment | | $ 1,200,000,000 | | $ 1,200,000,000 |
| | |
Annualized Commitment Fee on the Unused Portion of the SCA | | 0.15% | | 0.15% |
| | |
Annualized Interest Rate on Borrowings | | 1.20% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate or (3) zero percent | | 1.30% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate 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 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 year ended October 31, 2021.
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.
Currency Risk: The Fund’s net asset value could decline as a result of changes in exchange rates, which could adversely affect the Fund’s investments in currencies, or in securities that trade in, and receive revenues related to, currencies, or in derivatives that provide exposure
| | | | |
PGIM Jennison Technology Fund | | | 35 | |
Notes to Financial Statements (continued)
to currencies. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest or dividends to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.
Cyber Security Risk: Failures or breaches of the electronic systems of the Fund, the Fund’s manager, subadviser, distributor, and other service providers, or the issuers of securities in which the Fund invests have the ability to cause disruptions and negatively impact the Fund’s business operations, potentially resulting in financial losses to the Fund and its shareholders. While the Fund has established business continuity plans and risk management systems seeking to address system breaches or failures, there are inherent limitations in such plans and systems. Furthermore, the Fund cannot control the cyber security plans and systems of the Fund’s service providers or issuers of securities in which the Fund invests.
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 or the functioning of the securities markets, may at times result in unusually high market volatility, which could negatively impact performance. Relatively reduced liquidity in credit and fixed income markets could adversely affect issuers worldwide.
Equity and Equity-Related Securities Risk: Equity and equity-related securities may be subject to changes in value, and their values may be more volatile than those of other asset classes. In addition to an individual security losing value, the value of the equity markets or a sector in which the Fund invests could go down. Different parts of a market can react differently to adverse issuer, market, regulatory, political and economic developments.
Foreign Securities Risk: Investments in securities of non-U.S. issuers (including those denominated in U.S. dollars) may involve more risk than investing in securities of U.S. issuers. Foreign political, economic and legal systems, especially those in developing and emerging market countries, may be less stable and more volatile than in the United States. Foreign legal systems generally have fewer regulatory requirements than the U.S. legal system, particularly those of emerging markets. In general, less information is publicly available with respect to non-U.S. companies than U.S. companies. Non-U.S. companies generally are not subject to the same accounting, auditing, and financial reporting standards as are U.S. companies. Additionally, the changing value of foreign currencies and changes in exchange rates could also affect the value of the assets the Fund holds and the Fund’s performance. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest or dividends to investors located outside the country, due to blockage of foreign currency exchanges or otherwise. Investments in emerging markets are subject to greater volatility and price declines.
In addition, the Fund’s investments in non-U.S. securities may be subject to the risks of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of non-U.S. currency, confiscatory taxation and adverse diplomatic developments. Special U.S. tax considerations may apply.
Growth Style Risk: The Fund’s growth style may subject the Fund to above-average fluctuations as a result of seeking higher than average capital growth. Historically, growth stocks have performed best during later stages of economic expansion and value stocks have performed best during periods of economic recovery. Since the Fund follows a growth investment style, there is the risk that the growth investment style may be out of favor for long periods of time. At times when the style is out of favor, the Fund may underperform the market in general, its benchmark and other mutual funds.
Increase in Expenses Risk: Your actual cost of investing in the Fund may be higher than the expenses shown in the expense table in the Fund’s prospectus for a variety of reasons. For example, expense ratios may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Fund expense ratios are more likely to increase when markets are volatile. Active and frequent trading of Fund securities can increase expenses.
Initial Public Offerings Risk: The volume of IPOs and the levels at which the newly issued stocks trade in the secondary market are affected by the performance of the stock market overall. If IPOs are brought to the market, availability may be limited and if the Fund desires to acquire shares in such an offering, it may not be able to buy any shares at the offering price, or if it is able to buy shares, it may not be able to buy as many shares at the offering price as it would like. The prices of securities involved in IPOs are often subject to greater and more unpredictable price changes than more established stocks. Such unpredictability can have a dramatic impact on the Fund’s performance (higher or lower) and any assumptions by investors based on the affected performance may be unwarranted. In addition, as Fund assets grow, the impact of IPO investments on performance will decline, which could reduce total returns.
Large Shareholder and Large Scale Redemption Risk: Certain individuals, accounts, funds (including funds affiliated with the Manager) or institutions, including the Manager and its affiliates, may from time to time own or control a substantial amount of the Fund’s shares. There is no requirement that these entities maintain their investment in the Fund. There is a risk that such large shareholders or that the Fund’s shareholders generally may redeem all or a substantial portion of their investments in the Fund in a short period of time, which could have a significant negative impact on the Fund’s NAV, liquidity, and brokerage costs. Large redemptions could also result in tax consequences to shareholders and impact the Fund’s ability to implement its investment strategy. The Fund’s ability to pursue its investment objective after one or more large scale redemptions may be impaired and, as a result, the Fund may invest a larger portion of its assets in cash or cash equivalents.
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PGIM Jennison Technology Fund | | | 37 | |
Notes to Financial Statements (continued)
Management Risk: The value of your investment may decrease if judgments by the subadviser about the attractiveness, value or market trends affecting a particular security, industry or sector or about market movements are incorrect.
Market Capitalization Risk: The Fund may invest in companies of any market capitalization. Generally, the stock prices of small- and mid-cap companies are less stable than the prices of large-cap stocks and may present greater risks. Large capitalization companies as a group could fall out of favor with the market, causing the Fund to underperform compared to investments that focus on smaller capitalized companies.
Market Disruption and Geopolitical Risks: International wars or conflicts and geopolitical developments in foreign countries, along with instability in regions such as Asia, Eastern Europe, and the Middle East, possible terrorist attacks in the United States or around the world, public health epidemics such as the outbreak of infectious diseases like the outbreak of COVID-19 globally in 2020 or the 2014–2016 outbreak in West Africa of the Ebola virus, and other similar events could adversely affect the U.S. and foreign financial markets, including increases in market volatility, reduced liquidity in the securities markets and government intervention, and may cause further long-term economic uncertainties in the United States and worldwide generally. The coronavirus pandemic and the related governmental and public responses have had and may continue to have an impact on the Fund’s investments and net asset value and have led and may continue to lead to increased market volatility and the potential for illiquidity in certain classes of securities and sectors of the market. Preventative or protective actions that governments may take in respect of pandemic or epidemic diseases may result in periods of business disruption, business closures, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the issuers in which the Fund invests. Government intervention in markets may impact interest rates, market volatility and security pricing. The occurrence, reoccurrence and pendency of such diseases could adversely affect the economies (including through changes in business activity and increased unemployment) and financial markets either in specific countries or worldwide.
Market Risk: Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the Fund fall, the value of your investment in the Fund will decline.
New Fund Risk: The Fund recently commenced operations. As a new and relatively small fund, the Fund’s performance may not represent how the Fund is expected to or may perform in the long term if it becomes larger and after it has fully implemented its investment strategies. Investment positions may have a disproportionate impact (negative or positive) on performance in new and smaller funds. New and smaller funds may also require
a period of time before they are invested in securities that meet their investment objectives and policies and achieve a representative portfolio composition. Accordingly, investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy, and may not employ a successful investment strategy, either of which could result in the Fund being liquidated at any time without shareholder approval and/or at a time that may not be favorable for all shareholders. Such a liquidation could result in transaction costs and have negative tax consequences for shareholders.
Non-Diversified Investment Company Risk: The Fund is non-diversified for purposes of the Investment Company Act of 1940 (1940 Act). This means that the Fund may invest a greater percentage of its assets in the securities of a single company or other issuer than a diversified fund. Investing in a non-diversified fund involves greater risk than investing in a diversified fund because a loss resulting from the decline in value of any one security may represent a greater portion of the total assets of a non-diversified fund.
Technology Sector Risk: The Fund’s assets will be concentrated in the technology sector and in the securities of technology-related companies in other sectors, which means the Fund will be more affected by the performance of the technology sector than a fund that is more diversified. Market or economic factors impacting technology companies and companies that rely heavily on technological advances could have a major effect on the value of the Fund’s investments in the technology sector. The value of stocks of technology companies and companies that rely heavily on technology is particularly vulnerable to rapid changes in technology product cycles, rapid product obsolescence, government regulation or scrutiny, competition, both domestically and internationally, including competition from foreign competitors with lower production costs, actual or perceived security vulnerabilities in products and services and the availability and price of computer software technology components. Stocks of technology companies and companies that rely heavily on technology, especially those of smaller, less-seasoned companies, tend to be more volatile than the overall market. Technology companies are heavily dependent on patent and intellectual property rights, the loss or impairment of which may adversely affect profitability. Additionally, companies in the technology sector and companies that rely heavily on technology advances may face dramatic and often unpredictable changes in growth rates and competition for the services of qualified personnel.
10. Recent | Regulatory Developments |
On December 3, 2020, the SEC announced that it voted to adopt a new rule that establishes an updated regulatory framework for fund valuation practices (the “Rule”). The Rule, in part, provides (i) a framework for determining fair value in good faith and (ii) provides for a fund Board’s assignment of its responsibility for the execution of valuation-related activities to a fund’s investment adviser. Further, the SEC is rescinding previously issued guidance on related issues. The Rule took effect on March 8, 2021, with a compliance date of September 8, 2022. Management is currently evaluating the Rule and its impact to the Fund.
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PGIM Jennison Technology Fund | | | 39 | |
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Prudential Investment Portfolios 12 and Shareholders of PGIM Jennison Technology Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of PGIM Jennison Technology Fund (one of the funds constituting Prudential Investment Portfolios 12, referred to hereafter as the “Fund”) as of October 31, 2021, the related statement of operations for the year ended October 31, 2021, the statement of changes in net assets for each of the two years in the period ended October 31, 2021, including the related notes, and financial highlights for each of the two years in the period ended October 31, 2021 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, the results of its operations for the year then ended, and the changes in its net assets and the financial highlights for each of the two years in the period ended October 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
The financial statements of the Fund as of and for the year ended October 31, 2019 and the financial highlights for each of the periods ended on or prior to October 31, 2019 (not presented herein, other than the financial highlights) were audited by other auditors whose report dated December 16, 2019 expressed an unqualified opinion on those financial statements and financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2021 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
December 16, 2021
We have served as the auditor of one or more investment companies in the PGIM Retail Funds complex since 2020.
Tax Information (unaudited)
We are advising you that during the fiscal year ended October 31, 2021, the Fund reports the maximum amount allowed per share but not less than $0.60 or Class A, C, Z and R6 shares as a capital gain distribution in accordance with Section 852(b)(3)(C) of the Internal Revenue Code.
For the year ended October 31, 2021, the Fund reports the maximum amount allowable under Section 854 of the Internal Revenue Code, but not less than, the following percentages of the ordinary income dividends paid as 1) qualified dividend income (QDI); and 2) eligible for corporate dividends received deduction (DRD):
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| | QDI | | | DRD | |
PGIM Jennison Technology Fund | | | 99.96 | % | | | 99.94 | % |
In January 2022, you will be advised on IRS Form 1099-DIV or substitute 1099-DIV, as to the federal tax status of dividends and distributions received by you in calendar year 2021.
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PGIM Jennison Technology Fund | | | 41 | |
INFORMATION ABOUT BOARD MEMBERS AND OFFICERS (unaudited)
Information about Board Members and Officers of the Fund is set forth below. Board Members who are not deemed to be “interested persons” of the Fund, as defined in the 1940 Act, are referred to as “Independent Board Members.” Board Members who are deemed to be “interested persons” of the Fund are referred to as “Interested Board Members.” The Board Members are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Board in turn elects the Officers, who are responsible for administering the day-to-day operations of the Fund.
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Ellen S. Alberding 1958 Board Member Portfolios Overseen: 95 | | President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); formerly Vice Chair, City Colleges of Chicago (community college system) (2011-2015); Trustee, National Park Foundation (charitable foundation for national park system) (2009-2018); Trustee, Economic Club of Chicago (2009-2016); Trustee, Loyola University (since 2018). | | None. | | Since September 2013 |
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Kevin J. Bannon 1952 Board Member Portfolios Overseen: 95 | | Retired; formerly Managing Director (April 2008-May 2015) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds. | | Director of Urstadt Biddle Properties (equity real estate investment trust) (since September 2008). | | Since July 2008 |
PGIM Jennison Technology Fund
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Linda W. Bynoe 1952 Board Member Portfolios Overseen: 92 | | President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Limited LLC (formerly Telemat Ltd) (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer). | | Trustee of Equity Residential (residential real estate) (since December 2009); Director of Northern Trust Corporation (financial services) (since April 2006); formerly Director of Anixter International, Inc. (communication products distributor) (January 2006-June 2020). | | Since March 2005 |
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Barry H. Evans 1960 Board Member Portfolios Overseen: 94 | | Retired; formerly President (2005-2016), Global Chief Operating Officer (2014-2016), Chief Investment Officer - Global Head of Fixed Income (1998-2014), and various portfolio manager roles (1986-2006), Manulife Asset Management (asset management). | | Formerly Director, Manulife Trust Company (2011-2018); formerly Director, Manulife Asset Management Limited (2015-2017); formerly Chairman of the Board of Directors of Manulife Asset Management U.S. (2005-2016); formerly Chairman of the Board, Declaration Investment Management and Research (2008-2016). | | Since September 2017 |
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Keith F. Hartstein 1956 Board Member & Independent Chair Portfolios Overseen: 95 | | Retired; Executive Committee of the Independent Directors Council (IDC) Board of Governors (since October 2019); Member (since November 2014) of the Governing Council of the IDC (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008). | | None. | | Since September 2013 |
Visit our website at pgim.com/investments
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Laurie Simon Hodrick 1962 Board Member Portfolios Overseen: 91 | | A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business, Columbia Business School (since 2018); Visiting Fellow at the Hoover Institution, Stanford University (since 2015); Sole Member, ReidCourt LLC (since 2008) (a consulting firm); formerly Visiting Professor of Law, Stanford Law School (2015-2021); formerly A. Barton Hepburn Professor of Economics in the Faculty of Business, Columbia Business School (1996-2017); formerly Managing Director, Global Head of Alternative Investment Strategies, Deutsche Bank (2006-2008). | | Independent Director, Roku (since December 2020) (communication services); formerly Independent Director, Synnex Corporation (2019-2021) (information technology); formerly Independent Director, Kabbage, Inc. (2018-2020) (financial services); formerly Independent Director, Corporate Capital Trust (2017-2018) (a business development company). | | Since September 2017 |
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Brian K. Reid 1961 Board Member Portfolios Overseen: 94 | | Retired; formerly Chief Economist for the Investment Company Institute (ICI) (2005-2017); formerly Senior Economist and Director of Industry and Financial Analysis at the ICI (1998-2004); formerly Senior Economist, Industry and Financial Analysis at the ICI (1996-1998); formerly Staff Economist at the Federal Reserve Board (1989-1996); Director, ICI Mutual Insurance Company (2012-2017). | | None. | | Since March 2018 |
PGIM Jennison Technology Fund
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Grace C. Torres 1959 Board Member Portfolios Overseen: 94 | | Retired; formerly Treasurer and Principal Financial and Accounting Officer of the PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of PGIM Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc. | | Director (since January 2018) of OceanFirst Financial Corp. and OceanFirst Bank; formerly Director (July 2015-January 2018) of Sun Bancorp, Inc. N.A. and Sun National Bank. | | Since November 2014 |
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Interested Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Stuart S. Parker 1962 Board Member & President Portfolios Overseen: 94 | | President, Chief Executive Officer, Chief Operating Officer and Officer in Charge of PGIM Investments LLC (formerly known as Prudential Investments LLC) (since January 2012); formerly Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011); Investment Company Institute - Board of Governors (since May 2012). | | None. | | Since January 2012 |
Visit our website at pgim.com/investments
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Interested Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Scott E. Benjamin 1973 Board Member & Vice President Portfolios Overseen: 95 | | Executive Vice President (since May 2009) of PGIM Investments LLC; Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); formerly Vice President of Product Development and Product Management, PGIM Investments LLC (2003-2006). | | None. | | Since March 2010 |
(1) The year that each Board Member joined the Board is as follows:
Ellen S. Alberding, 2013; Kevin J. Bannon, 2008; Linda W. Bynoe, 2005; Barry H. Evans, 2017; Keith F. Hartstein, 2013; Laurie Simon Hodrick, 2017; Michael S. Hyland, 2008; Richard A. Redeker, 1993; Stephen G. Stoneburn, 2003; Stuart S. Parker, Board Member since 2012 and President since 2012; Scott E. Benjamin, Board Member since 2010 and Vice President since 2009; Grace C. Torres, 2014.
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Claudia DiGiacomo 1974 Chief Legal Officer | | Chief Legal Officer, Executive Vice President and Secretary of PGIM Investments LLC (since August 2020); Chief Legal Officer of Prudential Mutual Fund Services LLC (since August 2020); Chief Legal Officer of PIFM Holdco, LLC (since August 2020); Vice President and Corporate Counsel (since January 2005) of Prudential; and Corporate Counsel of AST Investment Services, Inc. (since August 2020); formerly Vice President and Assistant Secretary of PGIM Investments LLC (2005-2020); formerly Associate at Sidley Austin Brown & Wood LLP (1999-2004). | | Since December 2005 |
PGIM Jennison Technology Fund
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Dino Capasso 1974 Chief Compliance Officer | | Chief Compliance Officer (since July 2019) of PGIM Investments LLC; Chief Compliance Officer (since July 2019) of the PGIM Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM High Yield Bond Fund, Inc., and PGIM Short Duration High Yield Opportunities Fund; Vice President and Deputy Chief Compliance Officer (June 2017-2019) of PGIM Investments LLC; formerly Senior Vice President and Senior Counsel (January 2016-June 2017), and Vice President and Counsel (February 2012-December 2015) of Pacific Investment Management Company LLC. | | Since July 2019 |
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Andrew R. French 1962 Secretary | | Vice President (since December 2018) of PGIM Investments LLC; formerly Vice President and Corporate Counsel (2010-2018) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC. | | Since October 2006 |
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Diana N. Huffman 1982 Assistant Secretary | | Vice President and Corporate Counsel (since September 2015) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Associate at Willkie Farr & Gallagher LLP (2009-2015). | | Since March 2019 |
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Melissa Gonzalez 1980 Assistant Secretary | | Vice President and Corporate Counsel (since September 2018) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Director and Corporate Counsel (March 2014-September 2018) of Prudential. | | Since March 2020 |
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Patrick E. McGuinness 1986 Assistant Secretary | | Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; Director and Corporate Counsel (since February 2017) of Prudential; and Corporate Counsel (2012-2017) of IIL, Inc. | | Since June 2020 |
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Debra Rubano 1975 Assistant Secretary | | Vice President and Corporate Counsel (since November 2020) of Prudential; formerly Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC (2010-2020) and Assistant Secretary of numerous funds in the Allianz fund complex (2015-2020). | | Since December 2020 |
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Kelly A. Coyne 1968 Assistant Secretary | | Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010). | | Since March 2015 |
Visit our website at pgim.com/investments
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Christian J. Kelly 1975 Treasurer and Principal Financial and Accounting Officer | | Vice President, Head of Fund Administration of PGIM Investments LLC (since November 2018); formerly Director of Fund Administration of Lord Abbett & Co. LLC (2009-2018), Treasurer and Principal Accounting Officer of the Lord Abbett Family of Funds (2017-2018); Director of Accounting, Avenue Capital Group (2008-2009); Senior Manager, Investment Management Practice of Deloitte & Touche LLP (1998-2007). | | Since January 2019 |
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Lana Lomuti 1967 Assistant Treasurer | | Vice President (since 2007) and Director (2005-2007), within PGIM Investments Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc. | | Since April 2014 |
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Russ Shupak 1973 Assistant Treasurer | | Vice President (since 2017) and Director (2013-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Deborah Conway 1969 Assistant Treasurer | | Vice President (since 2017) and Director (2007-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Elyse M. McLaughlin 1974 Assistant Treasurer | | Vice President (since 2017) and Director (2011-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Jonathan Corbett 1983 Anti-Money Laundering Compliance Officer | | Vice President, Corporate Compliance, Global Compliance Programs and Compliance Risk Management (since August 2019) of Prudential; formerly Vice President and Head of Key Risk Areas Compliance (March 2016 to July 2019), Chief Privacy Officer (March 2016 to July 2019) and Head of Global Financial Crimes Unit (April 2014 to March 2016) at MetLife. | | Since October 2021 |
(a) Excludes Mr. Parker and Mr. Benjamin, interested Board Members who also serve as President and Vice President, respectively.
Explanatory Notes to Tables:
∎ | | Board Members are deemed to be “Interested,” as defined in the 1940 Act, by reason of their affiliation with PGIM Investments LLC and/or an affiliate of PGIM Investments LLC. |
∎ | | Unless otherwise noted, the address of all Board Members and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102-4410. |
∎ | | There is no set term of office for Board Members or Officers. The Board Members have adopted a retirement policy, which calls for the retirement of Board Members on December 31 of the year in which they reach the age of 75. |
∎ | | “Other Directorships Held” includes all directorships of companies required to register or file reports with the SEC under the 1934 Act (that is, “public companies”) or other investment companies registered under the 1940 Act. |
∎ | | “Portfolios Overseen” includes all investment companies managed by PGIM Investments LLC. The investment companies for which PGIM Investments LLC serves as manager include the PGIM Funds, Target Funds, The Prudential Variable Contract Accounts, PGIM ETF Trust, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM Short Duration High Yield Opportunities Fund, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust. |
∎ | | As used in the Fund Officers table “Prudential” means The Prudential Insurance Company of America. |
PGIM Jennison Technology Fund
Approval of Advisory Agreements (unaudited)
The Fund’s Board of Trustees
The Board of Trustees (the “Board”) of PGIM Jennison Technology Fund (the “Fund”)1 consists of ten individuals, eight of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Trustees”). The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Trustees have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Trustee. The Board has established four standing committees: the Audit Committee, the Nominating and Governance Committee, and two Investment Committees. Each committee is chaired by, and composed of, Independent Trustees.
Annual Approval of the Fund’s Advisory Agreements
As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with PGIM Investments LLC (“PGIM Investments”) and the Fund’s subadvisory agreement with Jennison Associates LLC (“Jennison”). In considering the renewal of the agreements, the Board, including all of the Independent Trustees, met on June 7-10, 2021 and approved the renewal of the agreements through July 31, 2022, after concluding that the renewal of the agreements was in the best interests of the Fund and its shareholders.
In advance of the meetings, the Board requested and received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with its consideration. Among other things, the Board considered comparative fee information from PGIM Investments and Jennison. Also, the Board considered comparisons with other mutual funds in relevant Peer Universes and Peer Groups, as is further discussed below.
In approving the agreements, the Board, including the Independent Trustees advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PGIM Investments and the subadviser, the performance of the Fund, the profitability of PGIM Investments and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders as the Fund’s assets grow. In their deliberations, the Trustees did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund. In connection with its deliberations, the Board considered information provided by PGIM Investments throughout the year at regular Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on June 7-10, 2021.
The Trustees determined that the overall arrangements between the Fund and PGIM Investments, which serves as the Fund’s investment manager pursuant to a management agreement, and between PGIM Investments and Jennison, which serves
1 | PGIM Jennison Technology Fund is a series of Prudential Investment Portfolios 12. |
PGIM Jennison Technology Fund
Approval of Advisory Agreements (continued)
as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PGIM Investments, are in the best interests of the Fund and its shareholders in light of the services performed, fees charged and such other matters as the Trustees considered relevant in the exercise of their business judgment.
Several of the material factors and conclusions that formed the basis for the Trustees’ reaching their determinations to approve the renewal of the agreements are discussed separately 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 noted that Jennison is affiliated with PGIM Investments. The Board considered the services provided by PGIM Investments, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of fund recordkeeping, compliance and other services to the Fund, and PGIM Investments’ role as administrator for the Fund’s liquidity risk management program. With respect to PGIM Investments’ oversight of the subadviser, the Board noted that PGIM Investments’ Strategic Investment Research Group (“SIRG”), which is a business unit of PGIM Investments, is responsible for monitoring and reporting to PGIM Investments’ senior management on the performance and operations of the subadviser. The Board also considered that PGIM Investments pays the salaries of all of the officers and interested Trustees of the Fund who are part of Fund management. The Board also considered the investment subadvisory services provided by Jennison, including investment research and security selection, as well as compliance with the Fund’s investment restrictions, policies and procedures. The Board considered PGIM Investments’ evaluation of Jennison, as well as PGIM Investments’ recommendation, based on its review of Jennison, to renew the subadvisory agreement.
The Board considered the qualifications, backgrounds and responsibilities of PGIM Investments’ senior management responsible for the oversight of the Fund and Jennison, and also considered 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 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.
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Costs of Services and Profits Realized by PGIM Investments
The Board was provided with information on the profitability of PGIM Investments and its affiliates in serving as the Fund’s investment manager. The Board discussed with PGIM Investments the methodology utilized in assembling the information regarding profitability and considered its reasonableness. The Board recognized that it is difficult to make comparisons of profitability from fund management contracts because comparative information is not generally publicly available and is affected by numerous factors, including the structure of the particular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations and the adviser’s capital structure and cost of capital. However, the Board considered that the cost of services provided by PGIM Investments to the Fund during the year ended December 31, 2020 exceeded the management fees paid by the Fund, resulting in an operating loss to PGIM Investments. Taking these factors into account, the Board concluded that the profitability of PGIM Investments and its affiliates in relation to the services rendered was not unreasonable.
Economies of Scale
The Board received and discussed information concerning economies of scale that PGIM Investments may realize as the Fund’s assets grow beyond current levels. The Board noted that the management fee schedule for the Fund includes breakpoints, which have the effect of decreasing the fee rate as assets increase. During the course of time, the Board has considered information regarding the launch date of the Fund, the management fees of the Fund compared to those of similarly managed funds and PGIM Investments’ investment in the Fund over time. The Board noted that economies of scale can be shared with the Fund in other ways, including low management fees from inception, additional technological and personnel investments to enhance shareholder services, and maintaining existing expense structures in the face of a rising cost environment. The Board also considered PGIM Investments’ assertion that it continually evaluates the management fee schedule of the Fund and the potential to share economies of scale through breakpoints or fee waivers as asset levels increase.
The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board’s understanding that most of PGIM Investments’ costs are not specific to individual funds, but rather are incurred across a variety of products and services.
Other Benefits to PGIM Investments and Jennison
The Board considered potential ancillary benefits that might be received by PGIM Investments, 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 transfer agency fees received by the Fund’s transfer agent (which is affiliated with PGIM Investments), as well as benefits to its reputation or other intangible benefits resulting from PGIM Investments’ association with the Fund. The Board concluded that the potential benefits to be derived by Jennison included its ability to use soft dollar
PGIM Jennison Technology Fund
Approval of Advisory Agreements (continued)
credits, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to its reputation. The Board concluded that the benefits derived by PGIM Investments and 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
The Board considered certain additional factors and made related conclusions relating to the historical performance of the Fund for the year ended December 31, 2020. The Board considered that the Fund commenced operations on June 19, 2018 and that longer-term performance was not yet available.
The Board also considered the Fund’s actual management fee, as well as the Fund’s net total expense ratio, for the fiscal year ended October 31, 2020. The Board considered the management fee for the Fund as compared to the management fee charged by PGIM Investments to other funds and the fee charged by other advisers to comparable mutual funds in a Peer Group. The actual management fee represents the fee rate actually paid by Fund shareholders and includes any fee waivers or reimbursements. The net total expense ratio for the Fund represents the actual expense ratio incurred by Fund shareholders.
The mutual funds included in the Peer Universe, which was used to consider performance, and the Peer Group, which was used to consider expenses and fees, were objectively determined by Broadridge, an independent provider of mutual fund data. In certain circumstances, PGIM Investments also provided supplemental Peer Universe or Peer Group information for reasons addressed with the Board. The comparisons placed the Fund in various quartiles over various periods, with the first quartile being the best 25% of the mutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds).
The section below summarizes key factors considered by the Board and the Board’s conclusions regarding the Fund’s performance, fees and overall expenses. The table sets forth net performance comparisons (which reflect the impact on performance of fund expenses, or any subsidies, expense caps or waivers that may be applicable) with the Peer Universe, actual management fees with the Peer Group (which reflect the impact of any subsidies or fee waivers), and net total expenses with the Peer Group, each of which were key factors considered by the Board.
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Net Performance | | 1 Year | | 3 Years | | 5 Years | | 10 Years |
| 1st Quartile | | N/A | | N/A | | N/A |
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Actual Management Fees: 1st Quartile |
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Net Total Expenses: 1st Quartile |
| • | | The Board noted that the Fund outperformed its benchmark index for the year ended December 31, 2020. |
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Visit our website at pgim.com/investments |
| • | | The Board noted that the Fund does not yet have a three-year performance record and that, therefore, the subadviser should have more time to develop that record. |
| • | | The Board and PGIM Investments agreed to retain the Fund’s existing contractual expense cap, which (exclusive of certain fees and expenses) caps total annual operating expenses at 1.10% for Class A shares, 1.85% for Class C shares, 0.80% for Class R6 shares, and 0.85% for Class Z shares through February 28, 2022. |
| • | | In addition, PGIM Investments will waive management fees or shared operating expenses on any share class to the same extent that it waives such expenses on any other share class, and has agreed that total annual fund operating expenses for Class R6 shares will not exceed total annual fund operating expenses for Class Z shares. |
| • | | The Board concluded that, in light of the above, it would be in the best interests of the Fund and its shareholders to continue to allow the Fund to create a longer-term performance record and to renew the agreements. |
| • | | The Board concluded that the management fees (including subadvisory fees) and total expenses were reasonable in light of the services provided. |
* * *
After full consideration of these factors, the Board concluded that the approval of the agreements was in the best interests of the Fund and its shareholders.
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PGIM Jennison Technology Fund |
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∎ MAIL | | ∎ TELEPHONE | | ∎ WEBSITE |
655 Broad Street Newark, NJ 07102 | | (800) 225-1852 | | pgim.com/investments |
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PROXY VOTING |
The Board of Trustees of the Fund has delegated to the Fund’s subadviser the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 225-1852 or by visiting the Securities and Exchange Commission’s website at 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 Fund’s website and on the Securities and Exchange Commission’s website. |
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TRUSTEES |
Ellen S. Alberding • Kevin J. Bannon • Scott E. Benjamin • Linda W. Bynoe • Barry H. Evans • Keith F. Hartstein • Laurie Simon Hodrick • Stuart S. Parker • Brian K. Reid • Grace C. Torres |
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OFFICERS |
Stuart S. Parker, President • Scott E. Benjamin, Vice President • Christian J. Kelly, Treasurer and Principal Financial and Accounting Officer • Claudia DiGiacomo, Chief Legal Officer • Dino Capasso, Chief Compliance Officer • Jonathan Corbett, Anti-Money Laundering Compliance Officer • Andrew R. French, Secretary • Melissa Gonzalez, Assistant Secretary • Diana N. Huffman, Assistant Secretary • Kelly A. Coyne, Assistant Secretary • Patrick E. McGuinness, Assistant Secretary • Debra Rubano, Assistant Secretary • Lana Lomuti, Assistant Treasurer • Russ Shupak, Assistant Treasurer • Elyse M. McLaughlin, Assistant Treasurer • Deborah Conway, Assistant Treasurer |
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MANAGER | | PGIM Investments LLC | | 655 Broad Street Newark, NJ 07102 |
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SUBADVISER | | Jennison Associates LLC | | 466 Lexington Avenue New York, NY 10017 |
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DISTRIBUTOR | | Prudential Investment Management Services LLC | | 655 Broad Street Newark, NJ 07102 |
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CUSTODIAN | | The Bank of New York Mellon | | 240 Greenwich Street New York, NY 10286 |
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TRANSFER AGENT | | Prudential Mutual Fund Services LLC | | PO Box 9658 Providence, RI 02940 |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | PricewaterhouseCoopers LLP | | 300 Madison Avenue New York, NY 10017 |
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FUND COUNSEL | | Willkie Farr & Gallagher LLP | | 787 Seventh Avenue New York, NY 10019 |
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An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain the prospectus and summary prospectus by visiting our website at pgim.com/investments or by calling (800) 225-1852. The prospectus and summary prospectus should be read carefully before investing. |
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E-DELIVERY |
To receive your mutual fund documents online, go to pgim.com/investments/resource/edelivery and enroll. Instead of receiving printed documents by mail, you will receive notification via email when new materials are available. You can cancel your enrollment or change your email address at any time by visiting the website address above. |
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SHAREHOLDER COMMUNICATIONS WITH TRUSTEES |
Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, PGIM Jennison Technology Fund, PGIM Investments, Attn: Board of Trustees, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Trustee by writing to that Trustee at the same address. Communications are not screened before being delivered to the addressee. |
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AVAILABILITY OF PORTFOLIO HOLDINGS |
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT filings are available on the Commission’s website at sec.gov. |
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The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and is available without charge, upon request, by calling (800) 225-1852. |
Mutual Funds:
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ARE NOT INSURED BY THE FDIC OR ANY FEDERAL GOVERNMENT AGENCY | | MAY LOSE VALUE | | ARE NOT A DEPOSIT OF OR GUARANTEED BY ANY BANK OR ANY BANK AFFILIATE |
PGIM JENNISON TECHNOLOGY FUND
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SHARE CLASS | | A | | C | | Z | | R6 |
NASDAQ | | PGKAX | | PGKCX | | PGKZX | | PGKRX |
CUSIP | | 744336652 | | 744336645 | | 744336637 | | 744336629 |
MF240E
PGIM JENNISON INTERNATIONAL SMALL-MID CAP
OPPORTUNITIES FUND
ANNUAL REPORT
OCTOBER 31, 2021
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To enroll in e-delivery, go to pgim.com/investments/resource/edelivery |
Table of Contents
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.
The views expressed in this report and information about the Fund’s portfolio holdings are for the period covered by this report and are subject to change thereafter.
Mutual funds are distributed by Prudential Investment Management Services LLC, member SIPC. Jennison Associates LLC is a registered investment adviser. Both are Prudential Financial companies. ©2021 Prudential Financial, Inc. and its related entities. Jennison Associates, Jennison, PGIM, and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.
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2 | | Visit our website at pgim.com/investments |
Letter from the President
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| | Dear Shareholder: We hope you find the annual report for the PGIM Jennison International Small-Mid Cap Opportunities Fund informative and useful. The report covers performance for the period from the Fund’s inception on September 14, 2021 through October 31, 2021. The global economy and markets continued to recover throughout the period from the ongoing impact of the COVID-19 pandemic. The Federal Reserve slashed interest rates and kept them near zero to |
encourage borrowing. Congress passed stimulus bills worth several trillion dollars to help consumers and businesses. And several effective COVID-19 vaccines received regulatory approval. Those measures were enough to offset the fear of rising inflation and supply chain challenges that threatened to disrupt growth.
At the start of the period, stocks had recovered most of the steep losses they had suffered at the onset of the pandemic. Equities rallied as states reopened their economies but became more volatile as investors worried that a surge in COVID-19 infections would stall the recovery. However, rising corporate profits and economic growth, the resolution of the US presidential election, and the global rollout of approved vaccines lifted equity markets to record levels, helping stocks around the globe post gains for the full period.
Throughout this volatile period, investors sought safety in fixed income. Investment-grade bonds in the US and the overall global bond market declined slightly during the period as the economy recovered, but emerging market debt rose. While the 10-year US Treasury yield hovered near record lows early in the period after a significant rally in interest rates, rates moved higher later on as investors began to focus on stronger economic growth and the prospects of higher inflation. The Fed also took several aggressive actions to keep the bond markets running smoothly, implementing many of the relief programs that proved to be successful in helping end the global financial crisis in 2008-09.
Regarding your investments with PGIM, we believe it is important to maintain a diversified portfolio of funds consistent with your tolerance for risk, time horizon, and financial goals. Your financial advisor can help you create a diversified investment plan that may include funds covering all the basic asset classes and that reflects your personal investor profile and risk tolerance. However, diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.
At PGIM Investments, we consider it a great privilege and responsibility to help investors participate in opportunities across global markets while meeting their toughest investment challenges. PGIM is a top-10 global investment manager with more than $1.5 trillion in assets under management. This scale and investment expertise allow us to deliver actively managed funds and strategies to meet the needs of investors around the globe.
Thank you for choosing our family of funds.
Sincerely,
Stuart S. Parker,President
PGIM Jennison International Small-Mid Cap Opportunities Fund
December 15, 2021
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 3 | |
Your Fund’s Performance (unaudited)
Performance data quoted represent past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at pgim.com/investments or by calling (800) 225-1852.
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| | Total Returns as of 10/31/21 Since Inception (%) |
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Class A | | |
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(without sales charges) | | -2.40 (09/14/2021) |
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Class C | | |
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(without sales charges) | | -2.50 (09/14/2021) |
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Class Z | | |
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(without sales charges) | | -2.40 (09/14/2021) |
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Class R6 | | |
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(without sales charges) | | -2.40 (09/14/2021) |
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MSCI All Country World ex USA Small Mid Cap Index | | |
| | -1.88 |
Since Inception returns are provided since the Fund has less than 10 fiscal years of returns. Since Inception returns for the Index are measured from the closest month-end to the Fund’s inception date.
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4 | | Visit our website at pgim.com/investments |
Growth of a $10,000 Investment (unaudited)
The graph compares a $10,000 investment in the Fund’s Class Z shares with a similar investment in the MSCI All Country World ex USA Small Mid Cap Index by portraying the initial account values at the commencement of operations for Class Z shares (September 14, 2021) and the account values at the end of the current fiscal year (October 31, 2021), as measured on a quarterly basis. For purposes of the graph, and unless otherwise indicated, it has been assumed that (a) all recurring fees (including management fees) were deducted and (b) all dividends and distributions were reinvested. The line graph provides information for Class Z shares only. As indicated in the tables provided earlier, performance for other share classes will vary due to the differing fees and expenses applicable to each share class (as indicated in the following paragraphs). Without waiver of fees and/or expense reimbursements, if any, the returns would have been lower.
Past performance does not predict future performance. Total returns and the ending account values in the graph include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 5 | |
Your Fund’s Performance (continued)
The returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. The average annual total returns take into account applicable sales charges, which are described for each share class in the table below.
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| | Class A | | Class C | | Class Z | | Class R6 |
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Maximum initial sales charge | | 5.50% of the public offering price | | None | | None | | None |
Contingent deferred sales charge (CDSC) (as a percentage of the lower of the original purchase price or the net asset value at redemption) | | 1.00% on sales of $1 million or more made within 12 months of purchase | | 1.00% on sales made within 12 months of purchase | | None | | None |
Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets) | | 0.25% | | 1.00% | | None | | None |
Benchmark Definitions
MSCI All Country World ex USA Small Mid Cap Index—The MSCI All Country World ex USA Small Mid Cap Index (MSCI ACWI ex USA SMID Cap Index) captures mid and small cap representation across 22 of 23 Developed Market (DM) countries (excluding the US) and 27 Emerging Markets countries. With 5,579 constituents, the index covers approximately 28% of the free float-adjusted market capitalization in each country.
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6 | | Visit our website at pgim.com/investments |
Investors cannot invest directly in an index. The returns for the Index would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes that may be paid by an investor.
Presentation of Fund Holdings as of 10/31/21
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Ten Largest Holdings | | Line of Business | | Country | | % of Net Assets |
Globant SA | | IT Services | | United States | | 6.6% |
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Zooplus AG | | Internet &Direct Marketing Retail | | Germany | | 5.9% |
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Smaregi, Inc. | | Software | | Japan | | 5.1% |
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FirstService Corp. | | Real Estate Management & Development | | Canada | | 5.0% |
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GMO Financial Gate, Inc. | | IT Services | | Japan | | 5.0% |
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Nordic Semiconductor ASA | | Semiconductors &Semiconductor Equipment | | Norway | | 4.8% |
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Jeol Ltd. | | Health Care Equipment & Supplies | | Japan | | 4.5% |
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Straumann Holding AG | | Health Care Equipment & Supplies | | Switzerland | | 4.3% |
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Moncler SpA | | Textiles, Apparel &Luxury Goods | | Italy | | 4.1% |
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Davide Campari-Milano NV | | Beverages | | Italy | | 4.0% |
Holdings reflect only long-term investments and are subject to change.
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 7 | |
Strategy and Performance Overview (unaudited)
How did the Fund perform?
The PGIM Jennison International Small-Mid Cap Opportunities Fund’s Class Z shares returned -2.40% since the Fund’s inception on September 14, 2021, through October 31, 2021 (the reporting period), underperforming the -1.88% return of the MSCI All Country World ex USA Small Mid Cap Index (the Index).
What were the market conditions?
• | | Equity markets overall were broadly positive during the reporting period. |
• | | Corporate profit growth through the end of the period was strong, highlighting the expanding recovery and boosting business confidence to its highest level since the early days of the COVID-19 pandemic. |
• | | Within the Index, the financials, energy, information technology (IT), and real estate sectors gained the most. Communication services and healthcare were the only Index sectors to post negative results. |
What worked?
• | | In consumer discretionary: |
| • | | Milan, Italy-based luxury goods company Moncler SpA—which designs and makes luxury apparel for men, women, and children—drove outperformance relative to the Index during the reporting period. Jennison likes Moncler’s growth potential, entrepreneurial management, distinctive brand positioning, and solid financial structure. The company’s third-quarter 2021 earnings results were strong and demonstrated an acceleration in retail sales. |
| • | | Straumann Holding AG is a Switzerland-based company that researches, develops, and manufactures dental implants, instruments, prosthetics, and dental biomaterials for use in tooth replacement and restoration, or to prevent tooth loss. Jennison believes its technology is fundamentally changing dentistry through products and solutions such as guided surgery, intra-oral scanning, and computer-aided design and manufacturing restorations. Jennison expects the company to gain substantial market share, as past growth initiatives have begun to pay off. Jennison initiated a new position in the company during the period. |
• | | In information technology: |
| • | | Globant SA is an Argentinian IT and software development company. Jennison has a positive view on Globant’s growth outlook, given increased demand for digital-related work, the company’s differentiated digital offerings, and momentum in its business. The company’s second-quarter 2021 results indicated robust organic revenue growth, while trailing 12-month revenue exceeded $1 billion for the first time in company history. |
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8 | | Visit our website at pgim.com/investments |
| • | | London-based Endava plc provides digital transformation consulting, software development services, and various automation solutions. Jennison believes it is well-positioned to help banks and payment companies adapt to the next wave of technology in digital payments. |
| • | | FirstService Corp. was a standout performer during the period. The Canadian company is North America’s largest property management firm, providing a variety of essential property services. Its third-quarter 2021 results were strong, despite labor shortages and higher costs. Jennison continues to see steady demand for property management and has confidence in the company’s ability to navigate a challenging macro-economic environment. |
What didn’t work?
| • | | Fevertree Drinks plc detracted from the Fund’s performance during the reporting period. Headquartered in the United Kingdom, Fevertree is the world’s leading supplier of premium carbonated mixers for alcoholic beverages, distributing to more than 75 countries. Although rising costs for ingredients put downward pressure on the company’s share price during the period, Jennison believes the company is well positioned to benefit from global growth in premium spirits. |
• | | Other notable detractors included: |
| • | | GMO Financial Gate Inc. is a Tokyo-based developer and seller of cashless payment systems. GMO FG provides cashless transaction terminals for retail locations, such as small merchants, subway/bus tickets, and vending machines. The company was incubated inside of GMO Payment Gateway, the leader in online payments in Japan to solve Japan’s lack of offline digital payment options. Cashless payment methods have low penetration in Japan. GMO has developed a new technology infrastructure that enables lower transaction fees, providing a cashless alternative that is value added. Jennison believes GMO FG likely will become the leading provider of cashless terminals and is in the early stages of its secular growth. |
| • | | In healthcare, Eurofins Scientific SE is a Luxembourg-based global leader in testing services for the pharmaceutical, clinical, food, environmental, and agriscience industries. These end markets are the highest-quality categories of testing services and are characterized by high customer retention and low-priced product economies of scale that make it difficult for competitors to enter the market. Although Eurofins has been a beneficiary of demand for COVID-19 testing, Jennison believes that its large pharmaceutical testing business will be an important driver of company growth. Share prices were down during the period despite third-quarter 2021 results that included better-than-expected organic growth. |
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 9 | |
Strategy and Performance Overview (continued)
| • | | Headquartered in Buenos Aires, Argentina, MercadoLibre Inc. operates e-commerce platforms in Latin America that enable businesses, merchants, and individuals to list merchandise and conduct sales and purchases online. The breadth of the company’s product line and customer engagement is impressive, in Jennison’s view, helping it continue recording solid growth. Although MercadoLibre’s share price declined because growth was normalizing after significant COVID-driven e-commerce adoption and Brazil’s macro environment weakening, Jennison believes the company is well-positioned to benefit from tremendous e-commerce growth in Latin America. |
| • | | Zooplus AG is a Munich, Germany-based online retailer of pet food and supplies that ships to more than 30 countries in Europe. While Zooplus has become the dominant pet food e-commerce company in Europe, Jennison believes it is well-positioned to become much larger, as pet food is a rapidly growing market and e-commerce is still early in taking share from brick-and-mortar pet stores. Jennison especially likes company management’s reinvigorated strategic focus on high-quality growth that emphasizes customer-retention metrics. The company was acquired by a private equity firm in the reporting period. |
Current outlook
• | | Investors are facing a complex economic landscape heading into the end of 2021. Interest rates are responding to elevated wage and goods price inflation, exacerbated by supply-chain bottlenecks and shortages of critical components. Jennison expects corporate profit growth to return to pre-COVID-19 trend levels over the next year. While these levels are respectable in absolute terms, in Jennison’s view, they represent a meaningful slowdown from the COVID-19-driven highs reached over the previous 18 months. |
• | | Jennison remains optimistic that the Fund’s portfolio holdings are well positioned to navigate this complex landscape. While the Fund’s investments are not insulated from the macro-economic backdrop, Jennison believes their long-term growth profiles and competitive advantages should allow them to deliver growth that exceeds current market expectations, leading to potential share price outperformance over the long-term investment horizon. |
• | | Overall, Jennison believes that the durable growth characteristics of the companies held in the Fund should continue to be the source of strong absolute and relative performance in the years ahead, though their prices may be subject to volatility in light of current valuations. |
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10 | | Visit our website at pgim.com/investments |
Fees and Expenses (unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 held through the six-month period ended October 31, 2021. The example is for illustrative purposes only; you should consult the Prospectus for information on initial and subsequent minimum investment requirements.
Actual Expenses
The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to individual retirement accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of PGIM funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account over the six-month period when you estimate the total ongoing expenses paid over the period and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 11 | |
Fees and Expenses (continued)
provided in the expense table. Additional fees have the effect of reducing investment returns.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
| | | | | | | | | | |
| | | | |
PGIM Jennison International Small-Mid Cap Opportunities Fund | | Beginning Account Value May 1, 2021 | | Ending Account Value October 31, 2021 | | Annualized Expense Ratio Based on the
Six-Month Period | | Expenses Paid During the Six-Month Period* |
Class A | | Actual** | | $1,000.00 | | $ 976.00 | | 1.41% | | $ 1.83 |
| | Hypothetical | | $1,000.00 | | $1,018.10 | | 1.41% | | $ 7.17 |
Class C | | Actual** | | $1,000.00 | | $ 975.00 | | 2.16% | | $ 2.81 |
| | Hypothetical | | $1,000.00 | | $1,014.32 | | 2.16% | | $10.97 |
Class Z | | Actual** | | $1,000.00 | | $ 976.00 | | 1.16% | | $ 1.51 |
| | Hypothetical | | $1,000.00 | | $1,019.36 | | 1.16% | | $ 5.90 |
Class R6 | | Actual** | | $1,000.00 | | $ 976.00 | | 1.11% | | $ 1.44 |
| | Hypothetical | | $1,000.00 | | $1,019.61 | | 1.11% | | $ 5.65 |
*Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended October 31, 2021, and divided by the 365 days in the Fund’s fiscal year ended October 31, 2021 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.
**“Actual” expenses are calculated using 48-day period ended October 31, 2021 due to the Fund’s inception date of September 14, 2021.
| | |
12 | | Visit our website at pgim.com/investments |
Schedule of Investments
as of October 31, 2021
| | | | | | | | |
| | |
Description | | Shares | | | Value | |
| | |
LONG-TERM INVESTMENTS 98.9% | | | | | | | | |
| | |
COMMON STOCKS | | | | | | | | |
| | |
Canada 5.0% | | | | | | |
| | |
FirstService Corp. | | | 1,407 | | | $ | 280,627 | |
| | |
China 2.3% | | | | | | |
| | |
Silergy Corp. | | | 763 | | | | 126,582 | |
| | |
France 3.3% | | | | | | |
| | |
Sartorius Stedim Biotech | | | 338 | | | | 186,651 | |
| | |
Germany 7.4% | | | | | | |
| | |
Hypoport SE* | | | 133 | | | | 81,832 | |
zooplus AG* | | | 597 | | | | 331,822 | |
| | | | | | | | |
| | |
| | | | | | | 413,654 | |
| | |
Israel 1.3% | | | | | | |
| | |
Nova Ltd.* | | | 684 | | | | 74,296 | |
| | |
Italy 13.3% | | | | | | |
| | |
Amplifon SpA | | | 3,235 | | | | 164,503 | |
Brunello Cucinelli SpA* | | | 2,056 | | | | 124,564 | |
Davide Campari-Milano NV | | | 16,075 | | | | 227,666 | |
Moncler SpA | | | 3,176 | | | | 228,059 | |
| | | | | | | | |
| | |
| | | | | | | 744,792 | |
| | |
Japan 23.2% | | | | | | |
| | |
GMO Financial Gate, Inc. | | | 1,070 | | | | 279,626 | |
GMO Payment Gateway, Inc. | | | 770 | | | | 98,194 | |
Jeol Ltd. | | | 3,305 | | | | 251,092 | |
Menicon Co. Ltd. | | | 4,866 | | | | 182,901 | |
Smaregi, Inc.* | | | 8,970 | | | | 285,642 | |
Zuken, Inc. | | | 5,248 | | | | 202,023 | |
| | | | | | | | |
| | |
| | | | | | | 1,299,478 | |
| | |
Luxembourg 2.0% | | | | | | |
| | |
Eurofins Scientific SE | | | 928 | | | | 109,586 | |
| | |
Netherlands 4.3% | | | | | | |
| | |
Adyen NV, 144A* | | | 43 | | | | 130,416 | |
Argenx SE, ADR* | | | 360 | | | | 108,706 | |
| | | | | | | | |
| | |
| | | | | | | 239,122 | |
See Notes to Financial Statements.
| | | | |
PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 13 | |
Schedule of Investments (continued)
as of October 31, 2021
| | | | | | | | |
| | |
Description | | Shares | | | Value | |
| | |
COMMON STOCKS (Continued) | | | | | | | | |
| | |
Norway 4.8% | | | | | | |
Nordic Semiconductor ASA* | | | 9,087 | | | $ | 270,040 | |
| | |
Sweden 4.7% | | | | | | |
| | |
Arjo AB (Class B Stock) | | | 9,000 | | | | 122,793 | |
Thule Group AB, 144A | | | 2,469 | | | | 142,489 | |
| | | | | | | | |
| | |
| | | | | | | 265,282 | |
| | |
Switzerland 7.4% | | | | | | |
| | |
Belimo Holding AG | | | 153 | | | | 89,262 | |
Medmix AG, 144A* | | | 1,710 | | | | 81,719 | |
Straumann Holding AG | | | 116 | | | | 241,656 | |
| | | | | | | | |
| | |
| | | | | | | 412,637 | |
| | |
United Kingdom 10.3% | | | | | | |
| | |
Abcam PLC* | | | 6,532 | | | | 147,847 | |
Endava PLC, ADR* | | | 1,067 | | | | 169,077 | |
Fevertree Drinks PLC | | | 3,201 | | | | 99,561 | |
Rentokil Initial PLC | | | 20,435 | | | | 164,006 | |
| | | | | | | | |
| | |
| | | | | | | 580,491 | |
| | |
United States 7.7% | | | | | | |
| | |
Freshworks, Inc. (Class A Stock)* | | | 1,249 | | | | 62,762 | |
Globant SA* | | | 1,154 | | | | 368,346 | |
| | | | | | | | |
| | |
| | | | | | | 431,108 | |
| | |
Uruguay 1.9% | | | | | | |
| | |
Dlocal Ltd.* | | | 2,227 | | | | 108,032 | |
| | | | | | | | |
| | |
TOTAL LONG-TERM INVESTMENTS (cost $5,611,730) | | | | | | | 5,542,378 | |
| | | | | | | | |
| | |
SHORT-TERM INVESTMENT 0.7% | | | | | | | | |
| | |
AFFILIATED MUTUAL FUND | | | | | | | | |
PGIM Core Ultra Short Bond Fund (cost $40,269)(wb) | | | 40,269 | | | | 40,269 | |
| | | | | | | | |
| | |
TOTAL INVESTMENTS 99.6% (cost $5,651,999) | | | | | | | 5,582,647 | |
Other assets in excess of liabilities 0.4% | | | | | | | 24,503 | |
| | | | | | | | |
| | |
NET ASSETS 100.0% | | | | | | $ | 5,607,150 | |
| | | | | | | | |
See Notes to Financial Statements.
Below is a list of the abbreviation(s) used in the annual report:
144A—Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and, pursuant to the requirements of Rule 144A, may not be resold except to qualified institutional buyers.
ADR—American Depositary Receipt
LIBOR—London Interbank Offered Rate
* | Non-income producing security. |
(wb) | PGIM Investments LLC, the manager of the Fund, also serves as manager of the PGIM Core Ultra Short Bond Fund. |
Fair Value Measurements:
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.
Level 1—unadjusted quoted prices generally in active markets for identical securities.
Level 2—quoted prices for similar securities, interest rates and yield curves, prepayment speeds, foreign currency exchange rates and other observable inputs.
Level 3—unobservable inputs for securities valued in accordance with Board approved fair valuation procedures.
The following is a summary of the inputs used as of October 31, 2021 in valuing such portfolio securities:
| | | | | | | | | | | | | | | |
| | Level 1 | | Level 2 | | Level 3 |
Investments in Securities | | | | | | |
Assets | | | | | | |
Long-Term Investments | | | | | | |
Common Stocks | | | | | | |
Canada | | | $ | 280,627 | | | | $ | — | | | | $ | — | |
China | | | | — | | | | | 126,582 | | | | | — | |
France | | | | — | | | | | 186,651 | | | | | — | |
Germany | | | | — | | | | | 413,654 | | | | | — | |
Israel | | | | 74,296 | | | | | — | | | | | — | |
Italy | | | | — | | | | | 744,792 | | | | | — | |
Japan | | | | — | | | | | 1,299,478 | | | | | — | |
Luxembourg | | | | — | | | | | 109,586 | | | | | — | |
Netherlands | | | | 108,706 | | | | | 130,416 | | | | | — | |
Norway | | | | — | | | | | 270,040 | | | | | — | |
Sweden | | | | — | | | | | 265,282 | | | | | — | |
Switzerland | | | | — | | | | | 412,637 | | | | | — | |
United Kingdom | | | | 169,077 | | | | | 411,414 | | | | | — | |
United States | | | | 431,108 | | | | | — | | | | | — | |
Uruguay | | | | 108,032 | | | | | — | | | | | — | |
Short-Term Investment | | | | | | |
Affiliated Mutual Fund | | | | 40,269 | | | | | — | | | | | — | |
| | | | | | | | | | | | | | | |
Total | | | $ | 1,212,115 | | | | $ | 4,370,532 | | | | $ | — | |
| | | | | | | | | | | | | | | |
See Notes to Financial Statements.
| | | | |
PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 15 | |
Schedule of Investments (continued)
as of October 31, 2021
Industry Allocation:
The industry allocation of portfolio holdings and other assets in excess of liabilities shown as a percentage of net assets as of October 31, 2021 were as follows (unaudited):
| | | | | | | | | | | | | | |
IT Services | | | 24.1 | % | | | | | | Commercial Services & Supplies | | | 2.9 | % |
Health Care Equipment & Supplies | | | 15.8 | | | | | | | Leisure Products | | | 2.5 | |
Semiconductors & Semiconductor Equipment | | | 8.4 | | | | | | | Building Products | | | 1.6 | |
Textiles, Apparel & Luxury Goods | | | 6.3 | | | | | | | Diversified Financial Services | | | 1.5 | |
Software | | | 6.2 | | | | | | | Affiliated Mutual Fund | | | 0.7 | |
Internet & Direct Marketing Retail | | | 5.9 | | | | | | | | | | 99.6 | |
Beverages | | | 5.9 | | | | | | | Other assets in excess of liabilities | | | 0.4 | |
Life Sciences Tools & Services | | | 5.3 | | | | | | | | | | | |
Real Estate Management & Development | | | 5.0 | | | | | | | | | | 100.0 | % |
Biotechnology | | | 4.6 | | | | | | | | | | | |
Health Care Providers & Services | | | 2.9 | | | | | | | | | | | |
See Notes to Financial Statements.
Statement of Assets and Liabilities
as of October 31, 2021
| | | | |
Assets | | | | |
| |
Investments at value: | | | | |
Unaffiliated investments (cost $5,611,730) | | $ | 5,542,378 | |
Affiliated investments (cost $40,269) | | | 40,269 | |
Foreign currency, at value (cost $5,372) | | | 5,372 | |
Receivable for Fund shares sold | | | 32,500 | |
Due from Manager | | | 32,413 | |
Dividends receivable | | | 1,094 | |
Tax reclaim receivable | | | 221 | |
Prepaid expenses | | | 60,213 | |
| | | | |
Total Assets | | | 5,714,460 | |
| | | | |
| |
Liabilities | | | |
| |
Payable for Fund shares purchased | | | 32,000 | |
Audit fee payable | | | 27,000 | |
Legal fees and expenses payable | | | 21,678 | |
Payable for investments purchased | | | 9,406 | |
Custodian and accounting fees payable | | | 6,628 | |
Offering fees payable | | | 5,492 | |
Accrued expenses and other liabilities | | | 3,964 | |
Trustees’ fees payable | | | 1,000 | |
Affiliated transfer agent fee payable | | | 131 | |
Distribution fee payable | | | 11 | |
| | | | |
Total Liabilities | | | 107,310 | |
| | | | |
| |
Net Assets | | $ | 5,607,150 | |
| | | | |
| |
| | | | |
| |
Net assets were comprised of: | | | | |
Shares of beneficial interest, at par | | $ | 574 | |
Paid-in capital in excess of par | | | 5,714,921 | |
Total distributable earnings (loss) | | | (108,345 | ) |
| | | | |
Net assets, October 31, 2021 | | $ | 5,607,150 | |
| | | | |
See Notes to Financial Statements.
| | | | |
PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 17 | |
Statement of Assets and Liabilities
as of October 31, 2021
| | | | |
| |
Class A | | | |
Net asset value and redemption price per share, ($15,474 ÷ 1,585 shares of beneficial interest issued and outstanding) | | $ | 9.76 | |
Maximum sales charge (5.50% of offering price) | | | 0.57 | |
| | | | |
Maximum offering price to public | | $ | 10.33 | |
| | | | |
| |
Class C | | | |
Net asset value, offering price and redemption price per share, ($9,751 ÷ 1,000 shares of beneficial interest issued and outstanding) | | $ | 9.75 | |
| | | | |
| |
Class Z | | | |
Net asset value, offering price and redemption price per share, ($689,994 ÷ 70,663 shares of beneficial interest issued and outstanding) | | $ | 9.76 | |
| | | | |
| |
Class R6 | | | |
Net asset value, offering price and redemption price per share, ($4,891,931 ÷ 501,000 shares of beneficial interest issued and outstanding) | | $ | 9.76 | |
| | | | |
See Notes to Financial Statements.
Statement of Operations
For the Period September 14, 2021* through October 31, 2021
| | | | | |
Net Investment Income (Loss) | | | | | |
Income | | | | | |
Unaffiliated dividend income (net of $337 foreign withholding tax) | | | $ | 2,190 | |
Affiliated dividend income | | | | 52 | |
| | | | | |
Total income | | | | 2,242 | |
| | | | | |
| |
Expenses | | | | | |
Management fee | | | | 6,950 | |
Distribution fee(a) | | | | 17 | |
Audit fee | | | | 27,000 | |
Legal fees and expenses | | | | 21,822 | |
Registration fees(a) | | | | 8,193 | |
Custodian and accounting fees | | | | 6,628 | |
Shareholders’ reports | | | | 4,000 | |
Fund data services | | | | 3,316 | |
Trustees’ fees | | | | 1,000 | |
Offering fees | | | | 722 | |
Transfer agent’s fees and expenses (including affiliated expense of $131)(a) | | | | 200 | |
Miscellaneous | | | | 2,233 | |
| | | | | |
Total expenses | | | | 82,081 | |
Less: Fee waiver and/or expense reimbursement(a) | | | | (74,777 | ) |
| | | | | |
Net expenses | | | | 7,304 | |
| | | | | |
Net investment income (loss) | | | | (5,062 | ) |
| | | | | |
| |
Realized And Unrealized Gain (Loss) On Investment And Foreign Currency Transactions | | |
Net realized gain (loss) on: | | | | | |
Investment transactions | | | | (38,968 | ) |
Foreign currency transactions | | | | (409 | ) |
| | | | | |
| | | | (39,377 | ) |
| | | | | |
Net change in unrealized appreciation (depreciation) on: | | | | | |
Investments | | | | (69,352 | ) |
Foreign currencies | | | | (25 | ) |
| | | | | |
| | | | (69,377 | ) |
| | | | | |
Net gain (loss) on investment and foreign currency transactions | | | | (108,754 | ) |
| | | | | |
Net Increase (Decrease) In Net Assets Resulting From Operations | | | $ | (113,816 | ) |
| | | | | |
* | Commencement of operations. |
(a) | Class specific expenses and waivers were as follows: |
| | | | | | | | | | | | | | | | |
| | Class A | | | Class C | | | Class Z | | | Class R6 | |
Distribution fee | | | 4 | | | | 13 | | | | — | | | | — | |
Registration fees | | | 2,499 | | | | 2,499 | | | | 2,499 | | | | 696 | |
Transfer agent’s fees and expenses | | | 50 | | | | 50 | | | | 50 | | | | 50 | |
Fee waiver and/or expense reimbursement | | | (2,708 | ) | | | (2,676 | ) | | | (4,563 | ) | | | (64,830 | ) |
See Notes to Financial Statements.
| | | | |
PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 19 | |
Statement of Changes in Net Assets
| | | | | |
| | September 14, 2021* through October 31, 2021 |
Increase (Decrease) in Net Assets | | | | | |
Operations | | | | | |
Net investment income (loss) | | | $ | (5,062 | ) |
Net realized gain (loss) on investment and foreign currency transactions | | | | (39,377 | ) |
Net change in unrealized appreciation (depreciation) on investments and foreign currencies | | | | (69,377 | ) |
| | | | | |
Net increase (decrease) in net assets resulting from operations | | | | (113,816 | ) |
| | | | | |
Fund share transactions | | | | | |
Net proceeds from shares sold | | | | 5,720,966 | |
| | | | | |
Total increase (decrease) | | | | 5,607,150 | |
| |
Net Assets: | | | | | |
Beginning of period | | | | — | |
| | | | | |
End of period | | | $ | 5,607,150 | |
| | | | | |
* | Commencement of operations. |
See Notes to Financial Statements.
Financial Highlights
| | | | |
Class A Shares | | | | |
| | September 14, 2021(a) through October 31, 2021 | | |
Per Share Operating Performance(b): | | | | |
Net Asset Value, Beginning of Period | | $10.00 | | |
Income (loss) from investment operations: | | | | |
Net investment income (loss) | | (0.01) | | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | (0.23) | | |
Total from investment operations | | (0.24) | | |
Net asset value, end of period | | $9.76 | | |
Total Return(c): | | (2.40)% | | |
| | | | |
Ratios/Supplemental Data: | | | | |
Net assets, end of period (000) | | $15 | | |
Average net assets (000) | | $12 | | |
Ratios to average net assets(d): | | | | |
Expenses after waivers and/or expense reimbursement | | 1.41%(e) | | |
Expenses before waivers and/or expense reimbursement | | 167.90%(e) | | |
Net investment income (loss) | | (1.13)%(e) | | |
Portfolio turnover rate(f) | | 15% | | |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(d) | Does not include expenses of the underlying funds in which the Fund invests. |
(e) | Annualized, with the exception of certain non-recurring expenses. |
(f) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 21 | |
Financial Highlights (continued)
| | | | |
Class C Shares | | | | |
| | September 14, 2021(a) through October 31, 2021 | | |
Per Share Operating Performance(b): | | | | |
Net Asset Value, Beginning of Period | | $10.00 | | |
Income (loss) from investment operations: | | | | |
Net investment income (loss) | | (0.02) | | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | (0.23) | | |
Total from investment operations | | (0.25) | | |
Net asset value, end of period | | $9.75 | | |
Total Return(c): | | (2.50)% | | |
| | | | |
Ratios/Supplemental Data: | | | | |
Net assets, end of period (000) | | $10 | | |
Average net assets (000) | | $10 | | |
Ratios to average net assets(d): | | | | |
Expenses after waivers and/or expense reimbursement | | 2.16%(e) | | |
Expenses before waivers and/or expense reimbursement | | 206.96%(e) | | |
Net investment income (loss) | | (1.81)%(e) | | |
Portfolio turnover rate(f) | | 15% | | |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(d) | Does not include expenses of the underlying funds in which the Fund invests. |
(e) | Annualized, with the exception of certain non-recurring expenses. |
(f) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
Class Z Shares | | | | |
| | September 14, 2021(a) through October 31, 2021 | | |
Per Share Operating Performance(b): | | | | |
Net Asset Value, Beginning of Period | | $10.00 | | |
Income (loss) from investment operations: | | | | |
Net investment income (loss) | | (0.02) | | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | (0.22) | | |
Total from investment operations | | (0.24) | | |
Net asset value, end of period | | $9.76 | | |
Total Return(c): | | (2.40)% | | |
| | | | |
Ratios/Supplemental Data: | | | | |
Net assets, end of period (000) | | $690 | | |
Average net assets (000) | | $128 | | |
Ratios to average net assets(d): | | | | |
Expenses after waivers and/or expense reimbursement | | 1.16%(e) | | |
Expenses before waivers and/or expense reimbursement | | 22.37%(e) | | |
Net investment income (loss) | | (1.09)%(e) | | |
Portfolio turnover rate(f) | | 15% | | |
��
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(d) | Does not include expenses of the underlying funds in which the Fund invests. |
(e) | Annualized, with the exception of certain non-recurring expenses. |
(f) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 23 | |
Financial Highlights (continued)
| | | | |
Class R6 Shares | | | | |
| | September 14, 2021(a) through October 31, 2021 | | |
Per Share Operating Performance(b): | | | | |
Net Asset Value, Beginning of Period | | $10.00 | | |
Income (loss) from investment operations: | | | | |
Net investment income (loss) | | (0.01) | | |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | (0.23) | | |
Total from investment operations | | (0.24) | | |
Net asset value, end of period | | $9.76 | | |
Total Return(c): | | (2.40)% | | |
| | | | |
Ratios/Supplemental Data: | | | | |
Net assets, end of period (000) | | $4,892 | | |
Average net assets (000) | | $4,836 | | |
Ratios to average net assets(d): | | | | |
Expenses after waivers and/or expense reimbursement | | 1.11 %(e) | | |
Expenses before waivers and/or expense reimbursement | | 5.20%(e) | | |
Net investment income (loss) | | (0.76)%(e) | | |
Portfolio turnover rate(f) | | 15% | | |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(d) | Does not include expenses of the underlying funds in which the Fund invests. |
(e) | Annualized, with the exception of certain non-recurring expenses. |
(f) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
Notes to Financial Statements
1. Organization
Prudential Investment Portfolios 12 (the “Registered Investment Company” or “RIC”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The RIC is organized as a Delaware Statutory Trust and currently consists of six separate funds: PGIM Global Real Estate Fund, PGIM Jennison International Small-Mid Cap Opportunities Fund, PGIM Jennison NextGeneration Global Opportunities Fund, PGIM Jennison Technology Fund, PGIM Short Duration Muni Fund and PGIM US Real Estate Fund. These financial statements relate only to the PGIM Jennison International Small-Mid Cap Opportunities Fund (the “Fund”). The Fund is classified as a non-diversified fund for purposes of the 1940 Act.
The investment objective of the Fund is to seek long-term growth of capital.
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 RIC’s Board of Trustees (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or the “Manager”). Pursuant to the Board’s delegation, the Manager has established a Valuation Committee responsible for supervising the fair valuation of portfolio securities and other assets and liabilities. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A record of the Valuation Committee’s actions is subject to the Board’s review at its first quarterly meeting following the quarter in which such actions take place.
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 25 | |
Notes to Financial Statements (continued)
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 Measurements and Disclosures.
Common or preferred stocks, exchange-traded funds 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 valuation date exists, these securities are generally valued at the mean between the last reported bid and ask prices, or at the last bid price in the absence of an ask price. These securities are classified as Level 2 in the fair value hierarchy.
Foreign equities traded on foreign securities exchanges are generally valued using pricing vendor services that provide model prices derived using adjustment factors based on information such as local closing price, relevant general and sector indices, currency fluctuations, depositary receipts, and futures, as applicable. Securities valued using such model prices are classified as Level 2 in the fair value hierarchy. The models generate an evaluated adjustment factor for each security, which is applied to the local closing price to adjust it for post closing market movements up to the time the Fund is valued. Utilizing that evaluated adjustment factor, the vendor provides an evaluated price for each security. If the vendor does not provide an evaluated price, securities are valued in accordance with exchange-traded common and preferred stock valuation policies discussed above.
Investments in open-end funds (other than exchange-traded funds) are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.
Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be
classified as Level 3 in the fair value hierarchy. Altering one or more unobservable inputs may result in a significant change to a Level 3 security’s fair value measurement.
When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the Manager 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.
Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:
(i) market value of investment securities, other assets and liabilities — at the exchange rate as of the valuation date;
(ii) purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities held at the end of the period. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities sold during the period. Accordingly, holding period unrealized and realized foreign currency gains (losses) are included in the reported Net change in unrealized appreciation (depreciation) on investments and Net realized gains (losses) on investment transactions on the Statements of Operations.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the disposition of holdings of foreign currencies, currency gains (losses) realized between the trade and settlement dates on investment transactions, and the difference between the amounts of interest, dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) arise from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates.
Master Netting Arrangements: The RIC, on behalf of 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
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 27 | |
Notes to Financial Statements (continued)
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 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 maturities 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. Expenses are recorded on an accrual basis, which may require the use of certain estimates
by management that may differ from actual. Net investment income or loss (other than class specific expenses and waivers, which are allocated as noted below) and unrealized and realized gains (losses) are allocated daily to each class of shares based upon the relative proportion of adjusted net assets of each class at the beginning of the day. Class specific expenses and waivers, where applicable, are charged to the respective share classes. Such class specific expenses and waivers include distribution fees and distribution fee waivers, shareholder servicing fees, transfer agent’s fees and expenses, registration fees and fee waivers and/or expense reimbursements, as applicable.
Offering and Organization Costs: Offering costs paid in connection with the initial offering of shares of the Fund are being amortized on a straight-line basis over twelve months from the date of commencement of operations. Organization costs paid in connection with the organization of the Fund were expensed as incurred.
Taxes: It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net investment income and capital gains, if any, to its shareholders. Therefore, no federal income tax provision is required. Withholding taxes on foreign dividends, interest and capital gains, if any, are recorded, net of reclaimable amounts, at the time the related income is earned.
Dividends and Distributions: The Fund expects to pay dividends from net investment income and distributions from net realized capital gains, if any, annually. Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from 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.
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.
The RIC, on behalf of the Fund, has a management agreement with the Manager. Pursuant to this agreement, the Manager has responsibility for all investment advisory services and supervises the subadviser’s performance of such services.
The Manager has entered into a subadvisory agreement with Jennison Associates LLC (“Jennison” or the “Subadviser”). The Manager pays for the services of Jennison.
The management fee paid to the Manager is accrued daily and payable monthly at an annual rate of 1.06% of the Fund’s average daily net assets up to and including $1 billion, 1.04% on the next $2 billion of average daily net assets, 1.02% on the next $2 billion of average daily net assets, 1.00% on the next $5 billion of average daily net assets and 0.98%
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 29 | |
Notes to Financial Statements (continued)
on average daily net assets in excess of $10 billion. The effective management fee rate before any waivers and/or expense reimbursements was 1.06% for the period ended October 31, 2021.
The Manager has contractually agreed, through February 28, 2023, to limit total annual operating expenses after fee waivers and/or expense reimbursements to 1.41% of average daily net assets for Class A shares, 2.16% of average daily net assets for Class C shares,
1.16% of average daily net assets for Class Z shares and 1.11% of average daily net assets for Class R6 shares. This contractual waiver excludes interest, brokerage, taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), acquired fund fees and expenses, extraordinary expenses, and certain other Fund expenses such as dividend and interest expense and broker charges on short sales.
Where applicable, the Manager agrees to waive management fees or shared operating expenses on any share class to the same extent that it waives such expenses on any other share class. In addition, total annual operating expenses for Class R6 shares will not exceed total annual operating expenses for Class Z shares. Fees and/or expenses waived and/or reimbursed by the Manager may be recouped by the Manager within the same fiscal year during which such waiver and/or reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year.
The RIC, on behalf of the Fund, has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class A, Class C, Class Z and Class R6 shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A and Class C shares, pursuant to the plans of distribution (the “Distribution Plans”), regardless of expenses actually incurred by PIMS.
Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to 0.25% and 1% of the average daily net assets of the Class A and Class C shares, respectively. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class Z and Class R6 shares of the Fund.
For the period ended October 31, 2021, PIMS did not receive any front-end sales charges resulting from sales of Class A shares. Additionally, for the period ended October 31, 2021, PIMS did not receive any contingent deferred sales charges imposed upon redemptions by certain Class A and Class C shareholders, respectively.
PGIM Investments, PIMS and Jennison are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).
4. | Other Transactions with Affiliates |
Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential, serves as the Fund’s transfer agent. Transfer agent’s fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.
The Fund may invest its overnight sweep cash in the PGIM Core Ultra Short Bond Fund (the “Core Fund”), a fund 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. In addition to the realized and unrealized gains on investments in the Core Fund, earnings from such investments are disclosed on the Statement of Operations as “Affiliated dividend income”.
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 October 31, 2021, no 17a-7 transactions were entered into by the Fund.
The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Government securities) for the period ended October 31, 2021, were $6,434,165 and $783,468, respectively.
A summary of the cost of purchases and proceeds from sales of shares of affiliated mutual funds for the period ended October 31, 2021, is presented as follows:
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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 Fund: | | | | | | | | | |
| | |
PGIM Core Ultra Short Bond Fund (1)(wb) | | | | | | | | | |
$— | | $ | 5,991,169 | | | $ | 5,950,900 | | | $ | — | | | $ | — | | | $ | 40,269 | | | | 40,269 | | | $ | 52 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | The Fund did not have any capital gain distributions during the reporting period. |
(wb) | PGIM Investments LLC, the manager of the Fund, also serves as manager of the PGIM Core Ultra Short Bond Fund. |
6. | Distributions and Tax Information |
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. In order to
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 31 | |
Notes to Financial Statements (continued)
present total distributable earnings (loss) and paid-in capital in excess of par on the Statement of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to total distributable earnings (loss) and paid-in capital in excess of par. For the tax period ended October 31, 2021, the adjustments were to decrease total distributable loss and decrease paid-in capital in excess of par by $5,471 due to a net operating loss and non-deductible offering costs. Net investment income (loss), net realized gain (loss) on investments and foreign currency transactions and net assets were not affected by this change.
For the period ended October 31, 2021, there was no distributions paid by the Fund.
As of October 31, 2021, there were no undistributed earnings on a tax basis.
The United States federal income tax basis of the Fund’s investments and the net unrealized depreciation as of October 31, 2021 were as follows:
| | | | | | |
Tax Basis | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Depreciation |
$5,658,408 | | $197,706 | | $(273,467) | | $(75,761) |
The difference between GAAP and tax basis was primarily attributable to deferred losses on wash sales.
For federal income tax purposes, the Fund had a capital loss carryforward as of October 31, 2021 of approximately $33,000 which can be carried forward for an unlimited period. No capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such losses.
The 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.
The Fund offers Class A, Class C, Class Z and Class R6 shares. Class A shares are sold with a maximum front-end sales charge of 5.50%. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (“CDSC”) of 1%, although they are not subject to an initial sales charge. The Class A CDSC is waived for certain retirement and/or benefit plans. A special exchange privilege is also available for shareholders who qualified to purchase Class A shares at net asset value. Class C shares are sold with a CDSC of 1% on sales made
within 12 months of purchase. Class C shares will automatically convert to Class A shares on a monthly basis approximately eight years after purchase. Class Z and Class R6 shares are not subject to any sales or redemption charges and are available exclusively for sale to a limited group of investors.
Under certain circumstances, an exchange may be made from specified share classes of the Fund to one or more other share classes of the Fund as presented in the table of transactions in shares of beneficial interest, below.
The RIC has authorized an unlimited number of shares of beneficial interest of the Fund at
$0.001 par value per share, currently divided into four classes, designated Class A, Class C, Class Z and Class R6.
As of October 31, 2021, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned shares of the Fund as follows:
| | | | |
| | Number of Shares | | Percentage of Outstanding Shares |
Class A | | 1,000 | | 63.1% |
Class C | | 1,000 | | 100.0% |
Class Z | | 1,000 | | 1.4% |
Class R6 | | 501,000 | | 100.0% |
At the reporting period end, the number of shareholders holding greater than 5% of the Fund are as follows:
| | | | | | |
Affiliated | | Unaffiliated |
Number of Shareholders | | Percentage of Outstanding Shares | | Number of Shareholders | | Percentage of Outstanding Shares |
1 | | 87.1% | | 1 | | 9.8% |
Transactions in shares of beneficial interest were as follows:
| | | | | | | | |
Class A | | Shares | | | Amount | |
Period ended October 31, 2021*: | | | | | | | | |
Shares sold | | | 1,585 | | | $ | 15,500 | |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 1,585 | | | $ | 15,500 | |
| | | | | | | | |
| | |
Class C | | | | | | |
Period ended October 31, 2021*: | | | | | | | | |
Shares sold | | | 1,000 | | | $ | 10,000 | |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 1,000 | | | $ | 10,000 | |
| | | | | | | | |
| | |
Class Z | | | | | | |
Period ended October 31, 2021*: | | | | | | | | |
Shares sold | | | 70,663 | | | $ | 685,514 | |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 70,663 | | | $ | 685,514 | |
| | | | | | | | |
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 33 | |
Notes to Financial Statements (continued)
| | | | | | | | |
Class R6 | | Shares | | | Amount | |
Period ended October 31, 2021*: | | | | | | | | |
Shares sold | | | 501,000 | | | $ | 5,009,952 | |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | | 501,000 | | | $ | 5,009,952 | |
| | | | | | | | |
* | Commencement of operations was September 14, 2021. |
The RIC, on behalf of 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 | | 10/1/2021 – 9/29/2022 | | |
| | |
Total Commitment | | $ 1,200,000,000 | | |
| | |
Annualized Commitment Fee on the Unused Portion of the SCA | | 0.15% | | |
| | |
Annualized Interest Rate on Borrowings | | 1.20% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate 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 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 October 31, 2021.
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.
Country Risk: Changes in the business environment may adversely affect operating profits or the value of assets in a specific country. For example, financial factors such as currency
controls, devaluation or regulatory changes or stability factors such as mass riots, civil war and other potential events may contribute to companies’ operational risks.
Currency Risk: The Fund’s net asset value could decline as a result of changes in exchange rates, which could adversely affect the Fund’s investments in currencies, or in securities that trade in, and receive revenues related to, currencies, or in derivatives that provide exposure to currencies. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest or dividends to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.
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 or the functioning of the securities markets, may at times result in unusually high market volatility, which could negatively impact performance. Relatively reduced liquidity in credit and fixed income markets could adversely affect issuers worldwide.
Emerging Markets Risk: The risks of foreign investments are greater for investments in or exposed to emerging markets. Emerging market countries typically have economic and political systems that are less fully developed, and can be expected to be less stable, than those of more developed countries. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation. Low trading volumes may result in a lack of liquidity and price volatility. Emerging market countries may have policies that restrict investment by non-U.S. investors, or that prevent non-U.S. investors from withdrawing their money at will.
The Fund may invest in some emerging markets that subject it to risks such as those associated with illiquidity, custody of assets, different settlement and clearance procedures and asserting legal title under a developing legal and regulatory regime to a greater degree than in developed markets or even in other emerging markets.
Equity and Equity-Related Securities Risk: Equity and equity-related securities may be subject to changes in value, and their values may be more volatile than those of other asset classes. In addition to an individual security losing value, the value of the equity markets or a sector in which the Fund invests could go down. Different parts of a market can react differently to adverse issuer, market, regulatory, political and economic developments.
Foreign Securities Risk: Investments in securities of non-U.S. issuers (including those denominated in U.S. dollars) generally involve more risk than investing in securities of U.S. issuers. Foreign political, economic and legal systems, especially those in developing and emerging market countries, may be less stable and more volatile than in the U.S. Foreign legal systems generally have fewer regulatory requirements than the U.S. legal system. In general, less information is publicly available about non-U.S. companies than about U.S. companies. Non-U.S. companies generally are not subject to the same accounting, auditing, and financial reporting standards as are U.S. companies. Additionally, the
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 35 | |
Notes to Financial Statements (continued)
changing value of foreign currencies and changes in exchange rates could also affect the value of the assets the Fund holds and the Fund’s performance. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest or dividends to investors located outside the country, due to blockage of foreign currency exchanges or otherwise. Investments in emerging markets are subject to greater volatility and price declines.
In addition, the Fund’s investments in non-U.S. securities may be subject to the risks of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of non-U.S. currency, confiscatory taxation and adverse diplomatic developments. Special U.S. tax considerations may apply.
Geographic Concentration Risk: The Fund’s performance may be closely tied to the market, economic, political, regulatory or other conditions in the countries or regions in which the Fund invests. This can result in more pronounced risks based upon conditions that impact one or more countries or regions more or less than other countries or regions.
Growth Style Risk: The Fund’s growth style may subject the Fund to above-average fluctuations as a result of seeking higher than average capital growth. Historically, growth stocks have performed best during later stages of economic expansion and value stocks have performed best during periods of economic recovery. Since the Fund follows a growth investment style, there is the risk that the growth investment style may be out of favor for long periods of time. At times when the style is out of favor, the Fund may underperform the market in general, its benchmark and other mutual funds.
Increase in Expenses Risk: Your actual cost of investing in the Fund may be higher than the expenses shown in the expense table in the Fund’s prospectus for a variety of reasons. For example, expense ratios may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Fund expense ratios are more likely to increase when markets are volatile. Active and frequent trading of Fund securities can increase expenses.
Large Shareholder and Large Scale Redemption Risk: Certain individuals, accounts, funds (including funds affiliated with the Manager) or institutions, including the Manager and its affiliates, may from time to time own or control a substantial amount of the Fund’s shares. There is no requirement that these entities maintain their investment in the Fund. There is a risk that such large shareholders or that the Fund’s shareholders generally may redeem all or a substantial portion of their investments in the Fund in a short period of time, which could have a significant negative impact on the Fund’s NAV, liquidity, and brokerage costs. Large redemptions could also result in tax consequences to shareholders and impact the Fund’s ability to implement its investment strategy. The Fund’s ability to pursue its
investment objective after one or more large scale redemptions may be impaired and, as a result, the Fund may invest a larger portion of its assets in cash or cash equivalents.
Liquidity Risk: Liquidity risk is the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors’ interests in the Fund. The Fund may invest in instruments that trade in lower volumes and are more illiquid than other investments. If the Fund is forced to sell these investments to pay redemption proceeds or for other reasons, the Fund may lose money. In addition, when there is no willing buyer and investments cannot be readily sold at the desired time or price, the Fund may have to accept a lower price or may not be able to sell the instrument at all. An inability to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities.
Management Risk: The value of your investment may decrease if judgments by the subadviser about the attractiveness, value or market trends affecting a particular security, industry or sector or about market movements are incorrect.
Market Disruption and Geopolitical Risks: International wars or conflicts and geopolitical developments in foreign countries, along with instability in regions such as Asia, Eastern Europe, and the Middle East, possible terrorist attacks in the United States or around the world, public health epidemics such as the outbreak of infectious diseases like the outbreak of COVID-19 globally in 2020 or the 2014–2016 outbreak in West Africa of the Ebola virus, and other similar events could adversely affect the U.S. and foreign financial markets, including increases in market volatility, reduced liquidity in the securities markets and government intervention, and may cause further long-term economic uncertainties in the United States and worldwide generally. The coronavirus pandemic and the related governmental and public responses have had and may continue to have an impact on the Fund’s investments and net asset value and have led and may continue to lead to increased market volatility and the potential for illiquidity in certain classes of securities and sectors of the market. Preventative or protective actions that governments may take in respect of pandemic or epidemic diseases may result in periods of business disruption, business closures, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the issuers in which the Fund invests. Government intervention in markets may impact interest rates, market volatility and security pricing. The occurrence, reoccurrence and pendency of such diseases could adversely affect the economies (including through changes in business activity and increased unemployment) and financial markets either in specific countries or worldwide.
Market Risk: Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the Fund fall, the value of your investment in the Fund will decline.
New Fund Risk: The Fund recently commenced operations. As a new and relatively small fund, the Fund’s performance may not represent how the Fund is expected to or may
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 37 | |
Notes to Financial Statements (continued)
perform in the long term if it becomes larger and after it has fully implemented its investment strategies. Investment positions may have a disproportionate impact (negative or positive) on performance in new and smaller funds. New and smaller funds may also require a period of time before they are invested in securities that meet their investment objectives and policies and achieve a representative portfolio composition. Accordingly, investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy, and may not employ a successful investment strategy, either of which could result in the Fund being liquidated at any time without shareholder approval and/or at a time that may not be favorable for all shareholders. Such a liquidation could result in transaction costs and have negative tax consequences for shareholders.
Non-Diversified Investment Company Risk: The Fund is non-diversified for purposes of the Investment Company Act of 1940 (1940 Act). This means that the Fund may invest a greater percentage of its assets in the securities of a single company or other issuer than a diversified fund. Investing in a non-diversified fund involves greater risk than investing in a diversified fund because a loss resulting from the decline in value of any one security may represent a greater portion of the total assets of a non-diversified fund.
Small and Medium Capitalization Risk: Small and medium capitalization companies usually offer a smaller range of products and services than larger companies. Smaller companies may also have limited financial resources and may lack management expertise. As a result, their prices may fluctuate more than the stocks of larger, more established companies. Historically, small and mid-cap companies have sometimes gone through extended periods when they did not perform as well as larger companies. Small and mid-capitalization companies generally are less liquid than larger companies, which may make such investments more difficult to sell at the time and price that the Fund would like.
10. Recent Regulatory Developments
On December 3, 2020, the SEC announced that it voted to adopt a new rule that establishes an updated regulatory framework for fund valuation practices (the “Rule”). The Rule, in part, provides (i) a framework for determining fair value in good faith and (ii) provides for a fund Board’s assignment of its responsibility for the execution of valuation-related activities to a fund’s investment adviser. Further, the SEC is rescinding previously issued guidance on related issues. The Rule took effect on March 8, 2021, with a compliance date of September 8, 2022. Management is currently evaluating the Rule and its impact to the Fund.
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Prudential Investment Portfolios 12 and Shareholders of PGIM Jennison International Small-Mid Cap Opportunities Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of PGIM Jennison International Small-Mid Cap Opportunities Fund (one of the funds constituting Prudential Investment Portfolios 12, referred to hereafter as the “Fund”) as of October 31, 2021, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the period September 14, 2021 (commencement of operations) through October 31, 2021 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, and the results of its operations, changes in its net assets, and the financial highlights for the period September 14, 2021 (commencement of operations) through October 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2021 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.
/s/PricewaterhouseCoopers LLP
New York, New York
December 16, 2021
We have served as the auditor of one or more investment companies in the PGIM Retail Funds complex since 2020.
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PGIM Jennison International Small-Mid Cap Opportunities Fund | | | 39 | |
INFORMATION ABOUT BOARD MEMBERS AND OFFICERS (unaudited)
Information about Board Members and Officers of the Fund is set forth below. Board Members who are not deemed to be “interested persons” of the Fund, as defined in the 1940 Act, are referred to as “Independent Board Members.” Board Members who are deemed to be “interested persons” of the Fund are referred to as “Interested Board Members.” The Board Members are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Board in turn elects the Officers, who are responsible for administering the day-to-day operations of the Fund.
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Ellen S. Alberding 1958 Board Member Portfolios Overseen: 95 | | President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); formerly Vice Chair, City Colleges of Chicago (community college system) (2011-2015); Trustee, National Park Foundation (charitable foundation for national park system) (2009-2018); Trustee, Economic Club of Chicago (2009-2016); Trustee, Loyola University (since 2018). | | None. | | Since September 2013 |
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Kevin J. Bannon 1952 Board Member Portfolios Overseen: 95 | | Retired; formerly Managing Director (April 2008-May 2015) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds. | | Director of Urstadt Biddle Properties (equity real estate investment trust) (since September 2008). | | Since July 2008 |
PGIM Jennison International Small-Mid Cap Opportunities Fund
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Linda W. Bynoe 1952 Board Member Portfolios Overseen: 92 | | President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Limited LLC (formerly Telemat Ltd) (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer). | | Trustee of Equity Residential (residential real estate) (since December 2009); Director of Northern Trust Corporation (financial services) (since April 2006); formerly Director of Anixter International, Inc. (communication products distributor) (January 2006-June 2020). | | Since March 2005 |
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Barry H. Evans 1960 Board Member Portfolios Overseen: 94 | | Retired; formerly President (2005-2016), Global Chief Operating Officer (2014-2016), Chief Investment Officer - Global Head of Fixed Income (1998-2014), and various portfolio manager roles (1986-2006), Manulife Asset Management (asset management). | | Formerly Director, Manulife Trust Company (2011-2018); formerly Director, Manulife Asset Management Limited (2015-2017); formerly Chairman of the Board of Directors of Manulife Asset Management U.S. (2005-2016); formerly Chairman of the Board, Declaration Investment Management and Research (2008-2016). | | Since September 2017 |
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Keith F. Hartstein 1956 Board Member & Independent Chair Portfolios Overseen: 95 | | Retired; Executive Committee of the Independent Directors Council (IDC) Board of Governors (since October 2019); Member (since November 2014) of the Governing Council of the IDC (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008). | | None. | | Since September 2013 |
Visit our website at pgim.com/investments
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Laurie Simon Hodrick 1962 Board Member Portfolios Overseen: 91 | | A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business, Columbia Business School (since 2018); Visiting Fellow at the Hoover Institution, Stanford University (since 2015); Sole Member, ReidCourt LLC (since 2008) (a consulting firm); formerly Visiting Professor of Law, Stanford Law School (2015-2021); formerly A. Barton Hepburn Professor of Economics in the Faculty of Business, Columbia Business School (1996-2017); formerly Managing Director, Global Head of Alternative Investment Strategies, Deutsche Bank (2006-2008). | | Independent Director, Roku (since December 2020) (communication services); formerly Independent Director, Synnex Corporation (2019-2021) (information technology); formerly Independent Director, Kabbage, Inc. (2018-2020) (financial services); formerly Independent Director, Corporate Capital Trust (2017-2018) (a business development company). | | Since September 2017 |
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Brian K. Reid 1961 Board Member Portfolios Overseen: 94 | | Retired; formerly Chief Economist for the Investment Company Institute (ICI) (2005-2017); formerly Senior Economist and Director of Industry and Financial Analysis at the ICI (1998-2004); formerly Senior Economist, Industry and Financial Analysis at the ICI (1996-1998); formerly Staff Economist at the Federal Reserve Board (1989-1996); Director, ICI Mutual Insurance Company (2012-2017). | | None. | | Since March 2018 |
PGIM Jennison International Small-Mid Cap Opportunities Fund
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Grace C. Torres 1959 Board Member Portfolios Overseen: 94 | | Retired; formerly Treasurer and Principal Financial and Accounting Officer of the PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of PGIM Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc. | | Director (since January 2018) of OceanFirst Financial Corp. and OceanFirst Bank; formerly Director (July 2015-January 2018) of Sun Bancorp, Inc. N.A. and Sun National Bank. | | Since November 2014 |
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Interested Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Stuart S. Parker 1962 Board Member & President Portfolios Overseen: 94 | | President, Chief Executive Officer, Chief Operating Officer and Officer in Charge of PGIM Investments LLC (formerly known as Prudential Investments LLC) (since January 2012); formerly Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011); Investment Company Institute - Board of Governors (since May 2012). | | None. | | Since January 2012 |
Visit our website at pgim.com/investments
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Interested Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Scott E. Benjamin 1973 Board Member & Vice President Portfolios Overseen: 95 | | Executive Vice President (since May 2009) of PGIM Investments LLC; Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); formerly Vice President of Product Development and Product Management, PGIM Investments LLC (2003-2006). | | None. | | Since March 2010 |
(1) The year that each Board Member joined the Board is as follows:
Ellen S. Alberding, 2013; Kevin J. Bannon, 2008; Linda W. Bynoe, 2005; Barry H. Evans, 2017; Keith F. Hartstein, 2013; Laurie Simon Hodrick, 2017; Michael S. Hyland, 2008; Richard A. Redeker, 1993; Stephen G. Stoneburn, 2003; Stuart S. Parker, Board Member since 2012 and President since 2012; Scott E. Benjamin, Board Member since 2010 and Vice President since 2009; Grace C. Torres, 2014.
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Claudia DiGiacomo 1974 Chief Legal Officer | | Chief Legal Officer, Executive Vice President and Secretary of PGIM Investments LLC (since August 2020); Chief Legal Officer of Prudential Mutual Fund Services LLC (since August 2020); Chief Legal Officer of PIFM Holdco, LLC (since August 2020); Vice President and Corporate Counsel (since January 2005) of Prudential; and Corporate Counsel of AST Investment Services, Inc. (since August 2020); formerly Vice President and Assistant Secretary of PGIM Investments LLC (2005-2020); formerly Associate at Sidley Austin Brown & Wood LLP (1999-2004). | | Since December 2005 |
PGIM Jennison International Small-Mid Cap Opportunities Fund
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Dino Capasso 1974 Chief Compliance Officer | | Chief Compliance Officer (since July 2019) of PGIM Investments LLC; Chief Compliance Officer (since July 2019) of the PGIM Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM High Yield Bond Fund, Inc., and PGIM Short Duration High Yield Opportunities Fund; Vice President and Deputy Chief Compliance Officer (June 2017-2019) of PGIM Investments LLC; formerly Senior Vice President and Senior Counsel (January 2016-June 2017), and Vice President and Counsel (February 2012-December 2015) of Pacific Investment Management Company LLC. | | Since July 2019 |
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Andrew R. French 1962 Secretary | | Vice President (since December 2018) of PGIM Investments LLC; formerly Vice President and Corporate Counsel (2010-2018) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC. | | Since October 2006 |
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Diana N. Huffman 1982 Assistant Secretary | | Vice President and Corporate Counsel (since September 2015) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Associate at Willkie Farr & Gallagher LLP (2009-2015). | | Since March 2019 |
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Melissa Gonzalez 1980 Assistant Secretary | | Vice President and Corporate Counsel (since September 2018) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Director and Corporate Counsel (March 2014-September 2018) of Prudential. | | Since March 2020 |
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Patrick E. McGuinness 1986 Assistant Secretary | | Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; Director and Corporate Counsel (since February 2017) of Prudential; and Corporate Counsel (2012-2017) of IIL, Inc. | | Since June 2020 |
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Debra Rubano 1975 Assistant Secretary | | Vice President and Corporate Counsel (since November 2020) of Prudential; formerly Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC (2010-2020) and Assistant Secretary of numerous funds in the Allianz fund complex (2015-2020). | | Since December 2020 |
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Kelly A. Coyne 1968 Assistant Secretary | | Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010). | | Since March 2015 |
Visit our website at pgim.com/investments
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Christian J. Kelly 1975 Treasurer and Principal Financial and Accounting Officer | | Vice President, Head of Fund Administration of PGIM Investments LLC (since November 2018); formerly Director of Fund Administration of Lord Abbett & Co. LLC (2009-2018), Treasurer and Principal Accounting Officer of the Lord Abbett Family of Funds (2017-2018); Director of Accounting, Avenue Capital Group (2008-2009); Senior Manager, Investment Management Practice of Deloitte & Touche LLP (1998-2007). | | Since January 2019 |
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Lana Lomuti 1967 Assistant Treasurer | | Vice President (since 2007) and Director (2005-2007), within PGIM Investments Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc. | | Since April 2014 |
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Russ Shupak 1973 Assistant Treasurer | | Vice President (since 2017) and Director (2013-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Deborah Conway 1969 Assistant Treasurer | | Vice President (since 2017) and Director (2007-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Elyse M. McLaughlin 1974 Assistant Treasurer | | Vice President (since 2017) and Director (2011-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Jonathan Corbett 1983 Anti-Money Laundering Compliance Officer | | Vice President, Corporate Compliance, Global Compliance Programs and Compliance Risk Management (since August 2019) of Prudential; formerly Vice President and Head of Key Risk Areas Compliance (March 2016 to July 2019), Chief Privacy Officer (March 2016 to July 2019) and Head of Global Financial Crimes Unit (April 2014 to March 2016) at MetLife. | | Since October 2021 |
(a) Excludes Mr. Parker and Mr. Benjamin, interested Board Members who also serve as President and Vice President, respectively.
Explanatory Notes to Tables:
∎ | | Board Members are deemed to be “Interested,” as defined in the 1940 Act, by reason of their affiliation with PGIM Investments LLC and/or an affiliate of PGIM Investments LLC. |
∎ | | Unless otherwise noted, the address of all Board Members and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102-4410. |
∎ | | There is no set term of office for Board Members or Officers. The Board Members have adopted a retirement policy, which calls for the retirement of Board Members on December 31 of the year in which they reach the age of 75. |
∎ | | “Other Directorships Held” includes all directorships of companies required to register or file reports with the SEC under the 1934 Act (that is, “public companies”) or other investment companies registered under the 1940 Act. |
∎ | | “Portfolios Overseen” includes all investment companies managed by PGIM Investments LLC. The investment companies for which PGIM Investments LLC serves as manager include the PGIM Funds, Target Funds, The Prudential Variable Contract Accounts, PGIM ETF Trust, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM Short Duration High Yield Opportunities Fund, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust. |
∎ | | As used in the Fund Officers table “Prudential” means The Prudential Insurance Company of America. |
PGIM Jennison International Small-Mid Cap Opportunities Fund
Approval of Advisory Agreements (unaudited)
Initial Approval of the Fund’s Advisory Agreements
As required by the Investment Company Act of 1940 (the 1940 Act), the Board of Prudential Investment Portfolios 12 considered the proposed management agreement with PGIM Investments LLC (the Manager) and the proposed subadvisory agreement between the Manager and Jennison Associates LLC (Jennison or the Subadviser), which will subadvise the PGIM Jennison International Small-Mid Cap Opportunities Fund (the Fund), prior to the Fund’s commencement of operations. The Board, including all of the Independent Trustees, met in meetings from June 7-10, 2021 (the Meeting) and approved the agreements for an initial two-year period, after concluding that approval of the agreements was in the best interests of the Fund.
In advance of the 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 considerations.
In approving the agreements, the Board, including the Independent Trustees advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services to be provided to the Fund by the Manager and the Subadviser; any relevant comparable performance and the Subadviser’s qualifications and track record in serving other affiliated mutual funds; and the fees proposed to be paid by the Fund to the Manager and by the Manager to the Subadviser under the agreements. In connection with its deliberations, the Board considered information provided by the Manager and the Subadviser at or in advance of the Meeting. The Board also considered information provided by the Manager with respect to other funds managed by the Manager and Jennison, which information had been provided throughout the year at regular Board meetings. In their deliberations, the Trustees did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund.
The Trustees determined that the overall arrangements between the Fund and the Manager, which will serve as the Fund’s investment manager pursuant to a management agreement, and between the Manager and the Subadviser, which will serve as the Fund’s subadviser pursuant to the terms of a subadvisory agreement, were in the best interests of the Fund in light of the services to be performed and the fees to be charged under the agreements and such other matters as the Trustees considered relevant in the exercise of their business judgment.
A summary of certain factors and conclusions that formed the basis for the Trustees’ reaching their determinations to approve the agreements are separately discussed below.
Nature, quality and extent of services
With respect to the Manager, the Board noted that it had received and considered information about the Manager at the Meeting in connection with the renewal of the investment management agreements between the Manager and the other PGIM
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PGIM Jennison International Small-Mid Cap Opportunities Fund |
Approval of Advisory Agreements (continued)
Investments Funds. The Board also noted that it received and considered information at other regular meetings throughout the year of the PGIM Investments Funds, regarding the nature, quality and extent of services provided by the Manager, including but not limited to the oversight of the Subadviser, as well as the provision of fund recordkeeping, compliance and other services to the Fund. With respect to the Manager’s oversight of the Subadviser, the Board noted that the Manager’s Strategic Investment Research Group, which is a business unit of the Manager, is responsible for monitoring and reporting to the Manager’s senior management on the performance and operations of the Subadviser. The Board also noted that the Manager pays the salaries of all the officers and interested Trustees of the Fund who are part of Fund management. The Board reviewed the qualifications, backgrounds and responsibilities of the Manager’s senior management responsible for the oversight of the Fund and the Subadviser, and was also provided with information pertaining to the Manager’s organizational structure, senior management, investment operations and other relevant information. The Board noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer as to the Manager. The Board noted that it had concluded that it was satisfied with the nature, quality and extent of the services provided by the Manager to the other PGIM Investments Funds and determined that it was reasonable to conclude that the nature, quality and extent of services to be provided by the Manager under the management agreement for the Fund would be similar in nature to those provided under the other management agreements.
With respect to the Subadviser, the Board noted that it had received and considered information about the Subadviser at the Meeting in connection with the renewal of the subadvisory agreements between the Manager and the Subadviser with respect to other PGIM Investments Funds. The Board also noted that it received and considered information at other regular meetings throughout the year, regarding the nature, quality and extent of services provided by the Subadviser. The Board considered, among other things, the qualifications, background and experience of the Subadviser’s portfolio managers who will be responsible for the day-to-day management of the Fund’s portfolio, as well as information on the organizational structure, senior management, investment operations and other relevant information of the Subadviser. The Board further noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer as to the Subadviser. The Board noted that the Subadviser is affiliated with the Manager. The Board noted that it was satisfied with the nature, quality and extent of services provided by the Subadviser with respect to the other PGIM Investments Funds served by the Subadviser and determined that it was reasonable to conclude that the nature, quality and extent of services to be provided by the Subadviser under the subadvisory agreement for the Fund would be similar in nature to those provided under the other subadvisory agreements.
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Performance
Because the Fund had not yet commenced operations, no investment performance for the Fund existed for Board review. The Board noted that the Fund’s strategy is a new strategy for the Subadviser, but considered performance information of an institutional account run by the Subadviser that utilizes a substantially similar investment objective and investment strategy. The Board considered the background and professional experience of the proposed portfolio management team for the Fund. The Manager will provide information relating to performance to the Board in connection with future annual reviews of the management agreement and subadvisory agreement.
Fee Rates
The Board considered the proposed management fees of 1.06% of the average daily net assets of the Fund up to $1 billion; 1.04% of the average daily net assets of the Fund over $1 billion and up to $3 billion; 1.02% of the average daily net assets of the Fund over $3 billion and up to $5 billion; 1.00% of the average daily net assets of the Fund over $5 billion and up to $10 billion; and 0.98% of the average daily net assets of the Fund over $10 billion to be paid by the Fund to the Manager; The Board considered that the subadvisory fees at the annual rate of 0.53% of the average daily net assets will be paid to the Subadviser by the Manager and not by the Fund.
The Board considered information provided by the Manager comparing the Fund’s proposed management fee rate and total expenses for Class Z shares to the Peer Group of comparable funds chosen by Lipper. The Board noted that the Fund’s management fee was in the fourth quartile of the Lipper Peer Group (first quartile being the lowest fee), but the net total expense ratio, after waivers and reimbursements, ranks in the second quartile of its Lipper peer group.
At these asset and expense levels, the Manager is expected to incur a subsidy cost to support the net total expense ratio. Lipper peer group data provides a comparison of the Global Fund to funds within its anticipated Lipper category.
The Board noted that the Manager had contractually agreed, through February 28, 2023, to limit total annual fund operating expenses after fee waivers and/or expense reimbursements to 1.41% of average daily net assets for Class A shares, 2.16% of average daily net assets for Class C shares, 1.16% of average daily net assets for Class Z shares and 1.11% of average daily net assets for Class R6 shares (subject to certain exclusions).
The Board concluded that the proposed fees and total expenses were reasonable in light of the services to be provided.
Profitability
Because the Fund had not yet commenced operations and the actual asset base of the Fund has not yet been determined, the Board noted that there was no historical profitability information with respect to the Fund to be reviewed. The Board noted that
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PGIM Jennison International Small-Mid Cap Opportunities Fund |
Approval of Advisory Agreements (continued)
the Subadviser was affiliated with the Manager and, as a result, the Board will not separately consider the Subadviser’s profitability since its profitability will be reflected in the Manager’s profitability report. The Board noted that it would review profitability information in connection with the annual renewal of the management and subadvisory agreements.
Economies of Scale
Because the Fund had not yet commenced operations and the actual asset base of the Fund has not yet been determined, the Board noted that there was no historical information regarding economies of scale with respect to the Fund to be reviewed. The Board noted that it would review such information in connection with the annual renewals of the management and subadvisory agreements.
The Board noted that the proposed management fees payable by the Fund to the Manager contained breakpoints that would reduce the fee rates on assets above specified levels. The Board considered the potential for the Manager and the Subadviser to experience economies of scale as the amount of assets managed by the Manager and the Subadviser increased in size.
Other Benefits to the Manager and the Subadviser
The Board considered potential “fall-out” or ancillary benefits anticipated to be received by the Manager, the Subadviser and their affiliates as a result of their relationship with the Fund. The Board concluded that any potential benefits to be derived by the Manager were similar to benefits derived by the Manager in connection with its management of the other PGIM Investments Funds managed by the Manager, which are reviewed on an annual basis. The Board also concluded that any potential benefits to be derived by the Subadviser were consistent with those generally derived by subadvisers to the PGIM Investments Funds, and that those benefits are reviewed on an annual basis. The Board concluded that any potential benefits derived by the Manager and the Subadviser were consistent with the types of benefits generally derived by investment managers and subadvisers to funds.
***
After full consideration of these factors, the Board concluded that the approval of the agreements was in the best interests of the Fund.
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∎ MAIL | | ∎ TELEPHONE | | ∎ WEBSITE |
655 Broad Street Newark, NJ 07102 | | (800) 225-1852 | | pgim.com/investments |
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PROXY VOTING |
The Board of Trustees of the Fund has delegated to the Fund’s subadviser the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 225-1852 or by visiting the Securities and Exchange Commission’s website at 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 Fund’s website and on the Securities and Exchange Commission’s website. |
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TRUSTEES |
Ellen S. Alberding • Kevin J. Bannon • Scott E. Benjamin • Linda W. Bynoe • Barry H. Evans • Keith F. Hartstein • Laurie Simon Hodrick • Stuart S. Parker • Brian K. Reid • Grace C. Torres |
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OFFICERS |
Stuart S. Parker, President • Scott E. Benjamin, Vice President • Christian J. Kelly, Treasurer and Principal Financial and Accounting Officer • Claudia DiGiacomo, Chief Legal Officer • Dino Capasso, Chief Compliance Officer • Jonathan Corbett, Anti-Money Laundering Compliance Officer • Andrew R. French, Secretary • Melissa Gonzalez, Assistant Secretary • Diana N. Huffman, Assistant Secretary • Kelly A. Coyne, Assistant Secretary • Patrick E. McGuinness, Assistant Secretary • Debra Rubano, Assistant Secretary • Lana Lomuti, Assistant Treasurer • Russ Shupak, Assistant Treasurer • Elyse M. McLaughlin, Assistant Treasurer • Deborah Conway, Assistant Treasurer |
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MANAGER | | PGIM Investments LLC | | 655 Broad Street Newark, NJ 07102 |
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SUBADVISER | | Jennison Associates LLC | | 466 Lexington Avenue New York, NY 10017 |
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DISTRIBUTOR | | Prudential Investment Management Services LLC | | 655 Broad Street Newark, NJ 07102 |
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CUSTODIAN | | The Bank of New York Mellon | | 240 Greenwich Street New York, NY 10286 |
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TRANSFER AGENT | | Prudential Mutual Fund Services LLC | | PO Box 9658 Providence, RI 02940 |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | PricewaterhouseCoopers LLP | | 300 Madison Avenue New York, NY 10017 |
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FUND COUNSEL | | Willkie Farr & Gallagher LLP | | 787 Seventh Avenue New York, NY 10019 |
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An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain the prospectus and summary prospectus by visiting our website at pgim.com/investments or by calling (800) 225-1852. The prospectus and summary prospectus should be read carefully before investing. |
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E-DELIVERY |
To receive your mutual fund documents online, go to pgim.com/investments/resource/edelivery and enroll. Instead of receiving printed documents by mail, you will receive notification via email when new materials are available. You can cancel your enrollment or change your email address at any time by visiting the website address above. |
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SHAREHOLDER COMMUNICATIONS WITH TRUSTEES |
Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, PGIM Jennison International Small-Mid Cap Opportunities Fund, PGIM Investments, Attn: Board of Trustees, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Trustee by writing to that Trustee at the same address. Communications are not screened before being delivered to the addressee. |
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AVAILABILITY OF PORTFOLIO HOLDINGS |
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT filings are available on the Commission’s website at sec.gov. |
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The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and is available without charge, upon request, by calling (800) 225-1852. |
Mutual Funds:
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ARE NOT INSURED BY THE FDIC OR ANY FEDERAL GOVERNMENT AGENCY | | MAY LOSE VALUE | | ARE NOT A DEPOSIT OF OR GUARANTEED BY ANY BANK OR ANY BANK AFFILIATE |
PGIM JENNISON INTERNATIONAL SMALL-MID CAP OPPORTUNITIES FUND
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SHARE CLASS | | A | | C | | Z | | R6 |
NASDAQ | | PAHWX | | PAILX | | PAINX | | PAIOX |
CUSIP | | 744336561 | | 744336553 | | 744336546 | | 744336538 |
MF248E
PGIM JENNISON NEXTGENERATION GLOBAL OPPORTUNITIES FUND
ANNUAL REPORT
OCTOBER 31, 2021
To enroll in e-delivery, go to pgim.com/investments/resource/edelivery
Table of Contents
This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.
The views expressed in this report and information about the Fund’s portfolio holdings are for the period covered by this report and are subject to change thereafter.
Mutual funds are distributed by Prudential Investment Management Services LLC, member SIPC. Jennison Associates LLC is a registered investment adviser. Both are Prudential Financial companies. © 2021 Prudential Financial, Inc. and its related entities. Jennison Associates, Jennison, PGIM, and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.
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2 | | Visit our website at pgim.com/investments |
Letter from the President
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| | Dear Shareholder: We hope you find the annual report for the PGIM Jennison NextGeneration Global Opportunities Fund informative and useful. The report covers performance for the period from the Fund’s inception on September 14, 2021 through October 31, 2021. The global economy and markets continued to recover throughout the period from the ongoing impact of the COVID-19 pandemic. The Federal Reserve slashed interest rates and kept them near zero to encourage borrowing. |
Congress passed stimulus bills worth several trillion dollars to help consumers and businesses. And several effective COVID-19 vaccines received regulatory approval. Those measures were enough to offset the fear of rising inflation and supply chain challenges that threatened to disrupt growth.
At the start of the period, stocks had recovered most of the steep losses they had suffered at the onset of the pandemic. Equities rallied as states reopened their economies but became more volatile as investors worried that a surge in COVID-19 infections would stall the recovery. However, rising corporate profits and economic growth, the resolution of the US presidential election, and the global rollout of approved vaccines lifted equity markets to record levels, helping stocks around the globe post gains for the full period.
Throughout this volatile period, investors sought safety in fixed income. Investment-grade bonds in the US and the overall global bond market declined slightly during the period as the economy recovered, but emerging market debt rose. While the 10-year US Treasury yield hovered near record lows early in the period after a significant rally in interest rates, rates moved higher later on as investors began to focus on stronger economic growth and the prospects of higher inflation. The Fed also took several aggressive actions to keep the bond markets running smoothly, implementing many of the relief programs that proved to be successful in helping end the global financial crisis in 2008-09.
Regarding your investments with PGIM, we believe it is important to maintain a diversified portfolio of funds consistent with your tolerance for risk, time horizon, and financial goals. Your financial advisor can help you create a diversified investment plan that may include funds covering all the basic asset classes and that reflects your personal investor profile and risk tolerance. However, diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.
At PGIM Investments, we consider it a great privilege and responsibility to help investors participate in opportunities across global markets while meeting their toughest investment challenges. PGIM is a top-10 global investment manager with more than $1.5 trillion in assets under management. This scale and investment expertise allow us to deliver actively managed funds and strategies to meet the needs of investors around the globe.
Thank you for choosing our family of funds.
Sincerely,
Stuart S. Parker, President
PGIM Jennison NextGeneration Global Opportunities Fund
December 15, 2021
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PGIM Jennison NextGeneration Global Opportunities Fund | | | 3 | |
Your Fund’s Performance (unaudited)
Performance data quoted represent past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at pgim.com/investments or by calling (800) 225-1852.
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| | Total Returns as of 10/31/21 |
| | Since Inception(%) |
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Class A | | |
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(without sales charges) | | -0.20 (09/14/2021) |
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Class C | | |
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(without sales charges) | | -0.30 (09/14/2021) |
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Class Z | | |
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(without sales charges) | | -0.20 (09/14/2021) |
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Class R6 | | |
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(without sales charges) | | -0.10 (09/14/2021) |
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MSCI All Country World Small Mid Cap Index | |
0.06 |
Since Inception returns are provided since the Fund has less than 10 fiscal years of returns. Since Inception returns for the Index are measured from the closest month-end to the Fund’s inception date.
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4 | | Visit our website at pgim.com/investments |
Growth of a $10,000 Investment (unaudited)
The graph compares a $10,000 investment in the Fund’s Class Z shares with a similar investment in the MSCI All Country World Small Mid Cap Index by portraying the initial account values at the commencement of operations for Class Z shares (September 14, 2021) and the account values at the end of the current fiscal year (October 31, 2021), as measured on a quarterly basis. For purposes of the graph, and unless otherwise indicated, it has been assumed that (a) all recurring fees (including management fees) were deducted and (b) all dividends and distributions were reinvested. The line graph provides information for Class Z shares only. As indicated in the tables provided earlier, performance for other share classes will vary due to the differing fees and expenses applicable to each share class (as indicated in the following paragraphs). Without waiver of fees and/or expense reimbursements, if any, the returns would have been lower.
Past performance does not predict future performance. Total returns and the ending account values in the graph include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.
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PGIM Jennison NextGeneration Global Opportunities Fund | | | 5 | |
Your Fund’s Performance (continued)
The returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. The average annual total returns take into account applicable sales charges, which are described for each share class in the table below.
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| | Class A | | Class C | | Class Z | | Class R6 |
Maximum initial sales charge | | 5.50% of the public offering price | | None | | None | | None |
Contingent deferred sales charge (CDSC) (as a percentage of the lower of the original purchase price or the net asset value at redemption) | | 1.00% on sales of $1 million or more made within 12 months of purchase | | 1.00% on sales made within 12 months of purchase | | None | | None |
Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets) | | 0.25% | | 1.00% | | None | | None |
Benchmark Definitions
MSCI All Country World Small Mid Cap Index—The Morgan Stanley Capital International All Country World Small Mid Cap Index (MSCI ACWI SMID Cap Index) captures mid- and small-cap representation across 23 Developed Markets (DM) and 27 Emerging Markets (EM) countries. With 7,751 constituents, the index covers approximately 28% of the free float-adjusted market capitalization in each country.
Investors cannot invest directly in an index. The returns for the Index would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes that may be paid by an investor.
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6 | | Visit our website at pgim.com/investments |
Presentation of Fund Holdings as of 10/31/21
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Ten Largest Holdings | | Line of Business | | Country | | % of Net Assets |
Beauty Health Co. (The) | | Personal Products | | United States | | 5.7% |
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Dynatrace, Inc. | | Software | | United States | | 5.5% |
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SiteOne Landscape Supply, Inc. | | Trading Companies & Distributors | | United States | | 4.7% |
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Smaregi, Inc. | | Software | | Japan | | 4.5% |
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GMO Financial Gate, Inc. | | IT Services | | Japan | | 4.4% |
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Globant SA | | IT Services | | United States | | 4.4% |
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Zooplus AG | | Internet & Direct Marketing Retail | | Germany | | 4.3% |
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Nova Ltd. | | Semiconductors & Semiconductor Equipment | | Israel | | 4.2% |
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Floor & Decor Holdings, Inc. (Class A Stock) | | Specialty Retail | | United States | | 4.0% |
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Morningstar, Inc. | | Capital Markets | | United States | | 3.7% |
Holdings reflect only long-term investments and are subject to change.
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PGIM Jennison NextGeneration Global Opportunities Fund | | | 7 | |
Strategy and Performance Overview (unaudited)
How did the Fund perform?
The PGIM Jennison NextGeneration Global Opportunities Fund’s Class Z shares returned -0.20% since the Fund’s inception on September 14, 2021 through October 31, 2021 (the reporting period), underperforming the 0.06% return of the MSCI All Country World Small Mid Cap Index (the Index).
What were the market conditions?
• | | Equity markets overall were broadly positive during the reporting period. |
• | | Corporate profit growth through the end of the period was strong, highlighting the expanding recovery and boosting business confidence to its highest level since the early days of the COVID-19 pandemic. |
• | | Within the Index, the energy and financials sectors gained the most. The healthcare, communication services, and consumer staples sectors lagged. |
What worked?
| • | | SiteOne Landscape Supply Inc. is the largest national wholesale distributor of landscape supplies in the US, with a growing presence in Canada. Customers are primarily residential and commercial landscape professionals. Growth trends are favorable, given spending on outdoor living spaces and a strong construction market. SiteOne executed well on its growth initiatives during the reporting period and continues to maintain leading share in the industry. |
| • | | Generac Holdings Inc. is a US manufacturer of backup power generation products for residential, light commercial, and industrial markets. It has benefited from new product launches in its clean energy portfolio, from accelerating distribution momentum, and from capacity expansion, which Jennison believes will continue. |
| • | | Beauty Health Co., a consumer facing wellness company performed will in the reporting period. Its flagship Hydrafacial treatment is available globally. Jennison believes the company has a long-term opportunity to increase its installed base of Hydrafacial systems with aestheticians, dermatologists, and beauty retailers. Their customers offer Hydrafacial treatments to their clients, driving high margin consumable growth for Beauty Health. |
• | | Other individual contributors included: |
| • | | GMO Financial Gate Inc. is a Tokyo-based developer and seller of cashless payment systems. GMO FG provides cashless transaction terminals for retail locations, such as small merchants, subway/bus tickets, and vending machines. The company was incubated inside of GMO Payment Gateway, the leader in online payments in Japan to solve Japan’s lack of offline digital payment options. Cashless payment methods have low penetration in Japan. GMO has developed a new technology infrastructure |
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8 | | Visit our website at pgim.com/investments |
| that enables lower transaction fees, providing a cashless alternative that is value added. Jennison believes GMO FG likely will become the leading provider of cashless terminals and is in the early stages of its secular growth. |
| • | | Morningstar Inc. is an American financial services firm headquartered in Chicago that provides an array of investment research and management services. Jennison likes Morningstar’s diversified product mix, license-based revenue growth opportunities, and growing focus on environmental, social, and governance (ESG) investing. |
What didn’t work?
• | | In information technology: |
| • | | DLocal Ltd., a Latin American online payment service company, provides payment solutions to global merchants in emerging markets. Jennison believes DLocal is well positioned to deliver strong earnings growth due to the rapidly expanding e-commerce industry in emerging markets, as well as the company’s ability to capture market share among global merchants and add new customers. Preliminary third-quarter 2021 results showed solid trends but a weaker transaction take rate disappointed consensus expectation. |
| • | | Latch Inc. is an enterprise software-as-a-service provider. Its main product, LatchOS, is a full-building operating system of software, products, and services that allows buildings to evolve and meet the demands of residents, tenants, staff, and visitors. The stock underperformed during the reporting period as supply-chain disruptions delayed residential construction projects causing the pushing out of revenue recognition from some of Latch’s customers. Jennison believes Latch is well positioned for significant growth over the intermediate term based low penetration of property technology and a growing customer demand to engage and service their tenants more effectively. |
| • | | Nordic Semiconductor ASA specializes in ultra-low-power wireless semiconductors. Its product categories include chips for smart phones, smart phone accessories, sports and health monitors, and gaming controllers. Jennison expects strong growth in the next few years due to Nordic’s solid competitive position and high market growth for its Bluetooth LE designs. Share prices were down during the period despite strong third-quarter 2021 results, as Nordic’s conservative outlook may have disappointed certain investors, in Jennison’s view. |
| • | | Open Lending Corp., which provides software for automated consumer lending, drove underperformance relative to the Index during the period. Jennison believes Open Lending’s value proposition—to improve loan originations for automobile lenders and offer better terms for borrowers—should drive growth, and it maintains its investment thesis on the company. Share prices were down during the period as auto sales disappointed relative to expectations due to industry shortages, as well as the delaying of signing a large new distribution partner. |
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PGIM Jennison NextGeneration Global Opportunities Fund | | | 9 | |
Strategy and Performance Overview (continued)
| • | | Eurofins Scientific SE is a Luxembourg-based global leader in testing services for the pharmaceutical, clinical, food, environmental, and agriscience industries. These end markets are the highest-quality categories of testing services and are characterized by high customer retention and low-priced product economies of scale that make it difficult for competitors to enter the market. Although Eurofins has been a beneficiary of demand for COVID-19 testing, Jennison believes that its large pharmaceutical testing business will be an important driver of company growth. Share prices were down during the period despite third-quarter 2021 results that included better-than-expected organic growth. |
Current outlook
• | | Investors are facing a complex economic landscape heading into the end of 2021. Interest rates are responding to elevated wage and goods price inflation, exacerbated by supply-chain bottlenecks and shortages of critical components. Jennison expects corporate profit growth to return to pre-COVID-19 trend levels over the next year. While these levels are respectable in absolute terms, in Jennison’s view, they represent a meaningful slowdown from the COVID-19-driven highs reached over the previous 18 months. |
• | | Jennison remains optimistic that the Fund’s portfolio holdings are well positioned to navigate this complex landscape. While the Fund’s investments are not insulated from the macro economic backdrop, Jennison believes their long-duration growth profiles and competitive advantages should allow them to deliver growth that exceeds current market expectations, leading to potential share price outperformance over the long-term investment horizon. |
• | | Overall, Jennison believes that the durable growth characteristics of the companies held in the Fund should continue to be the source of strong absolute and relative performance in the years ahead, though their prices may be subject to volatility in light of current valuations. |
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10 | | Visit our website at pgim.com/investments |
Fees and Expenses (unaudited)
As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The example is based on an investment of $1,000 held through the six-month period ended October 31, 2021. The example is for illustrative purposes only; you should consult the Prospectus for information on initial and subsequent minimum investment requirements.
Actual Expenses
The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line for each share class in the table on the following page provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to individual retirement accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of PGIM funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account over the six-month period when you estimate the total ongoing expenses paid over the period and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information
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PGIM Jennison NextGeneration Global Opportunities Fund | | | 11 | |
Fees and Expenses (continued)
provided in the expense table. Additional fees have the effect of reducing investment returns.
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs such as sales charges (loads). Therefore, the second line for each share class in the table is useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
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PGIM Jennison NextGeneration Global Opportunities Fund | | Beginning Account Value May 1, 2021 | | Ending Account Value October 31, 2021 | | Annualized Expense Ratio Based on the Six-Month Period | | Expenses Paid During the Six-Month Period* |
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Class A | | Actual** | | $1,000.00 | | $ 998.00 | | 1.31% | | $ 1.72 |
| | Hypothetical | | $1,000.00 | | $1,018.60 | | 1.31% | | $ 6.67 |
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Class C | | Actual** | | $1,000.00 | | $ 997.00 | | 2.06% | | $ 2.70 |
| | Hypothetical | | $1,000.00 | | $1,014.82 | | 2.06% | | $10.46 |
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Class Z | | Actual** | | $1,000.00 | | $ 998.00 | | 1.06% | | $ 1.39 |
| | Hypothetical | | $1,000.00 | | $1,019.86 | | 1.06% | | $ 5.40 |
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Class R6 | | Actual** | | $1,000.00 | | $ 999.00 | | 1.01% | | $ 1.33 |
| | Hypothetical | | $1,000.00 | | $1,020.11 | | 1.01% | | $ 5.14 |
*Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended October 31, 2021, and divided by the 365 days in the Fund’s fiscal year ended October 31, 2021 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.
**“Actual” expenses are calculated using 48-day period ended October 31, 2021 due to the Fund’s inception date of September 14, 2021.
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12 | | Visit our website at pgim.com/investments |
Schedule of Investments
as of October 31, 2021
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Description | | Shares | | | Value | |
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LONG-TERM INVESTMENTS 94.7% | | | | | | | | |
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COMMON STOCKS | | | | | | | | |
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Canada 3.4% | | | | | | |
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FirstService Corp. | | | 1,590 | | | $ | 317,126 | |
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China 2.8% | | | | | | |
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Silergy Corp. | | | 1,561 | | | | 258,971 | |
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Germany 4.3% | | | | | | |
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zooplus AG* | | | 730 | | | | 405,745 | |
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Israel 4.2% | | | | | | |
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Nova Ltd.* | | | 3,578 | | | | 388,643 | |
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Italy 2.6% | | | | | | |
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Moncler SpA | | | 3,375 | | | | 242,348 | |
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Japan 11.0% | | | | | | |
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GMO Financial Gate, Inc. | | | 1,586 | | | | 414,474 | |
Menicon Co. Ltd. | | | 5,170 | | | | 194,327 | |
Smaregi, Inc.* | | | 13,271 | | | | 422,604 | |
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| | | | | | | 1,031,405 | |
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Luxembourg 1.7% | | | | | | |
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Eurofins Scientific SE | | | 1,335 | | | | 157,649 | |
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Netherlands 1.8% | | | | | | |
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Adyen NV, 144A* | | | 57 | | | | 172,877 | |
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Norway 3.6% | | | | | | |
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Nordic Semiconductor ASA* | | | 11,473 | | | | 340,945 | |
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United Kingdom 5.9% | | | | | | |
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Abcam PLC* | | | 11,543 | | | | 261,268 | |
Endava PLC, ADR* | | | 1,816 | | | | 287,763 | |
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| | | | | | | 549,031 | |
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United States 51.6% | | | | | | |
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Beauty Health Co. (The)* | | | 19,571 | | | | 537,615 | |
Bill.com Holdings, Inc.* | | | 305 | | | | 89,765 | |
CryoPort, Inc.* | | | 2,329 | | | | 189,907 | |
Dynatrace, Inc.* | | | 6,870 | | | | 515,250 | |
Floor & Decor Holdings, Inc. (Class A Stock)* | | | 2,733 | | | | 371,469 | |
See Notes to Financial Statements.
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PGIM Jennison NextGeneration Global Opportunities Fund | | | 13 | |
Schedule of Investments (continued)
as of October 31, 2021
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Description | | Shares | | | Value | |
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COMMON STOCKS (Continued) | | | | | | | | |
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United States (cont’d.) | | | | | | | | |
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Freshworks, Inc. (Class A Stock)* | | | 2,043 | | | $ | 102,661 | |
Generac Holdings, Inc.* | | | 608 | | | | 303,124 | |
Globant SA* | | | 1,295 | | | | 413,351 | |
Latch, Inc.* | | | 15,479 | | | | 137,608 | |
Morningstar, Inc. | | | 1,083 | | | | 343,040 | |
National Vision Holdings, Inc.* | | | 4,004 | | | | 246,807 | |
Open Lending Corp. (Class A Stock)* | | | 4,185 | | | | 131,911 | |
Phreesia, Inc.* | | | 4,255 | | | | 300,148 | |
Pool Corp. | | | 413 | | | | 212,761 | |
Repligen Corp.* | | | 903 | | | | 262,322 | |
SiteOne Landscape Supply, Inc.* | | | 1,892 | | | | 444,544 | |
YETI Holdings, Inc.* | | | 2,287 | | | | 224,881 | |
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| | | | | | | 4,827,164 | |
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Uruguay 1.8% | | | | | | |
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Dlocal Ltd.* | | | 3,520 | | | | 170,755 | |
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TOTAL LONG-TERM INVESTMENTS (cost $8,696,237) | | | | | | | 8,862,659 | |
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SHORT-TERM INVESTMENT 14.3% | | | | | | | | |
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AFFILIATED MUTUAL FUND | | | | | | | | |
PGIM Core Ultra Short Bond Fund (cost $1,333,645)(wb) | | | 1,333,645 | | | | 1,333,645 | |
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TOTAL INVESTMENTS 109.0% (cost $10,029,882) | | | | | | | 10,196,304 | |
Liabilities in excess of other assets (9.0)% | | | | | | | (840,482 | ) |
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NET ASSETS 100.0% | | | | | | $ | 9,355,822 | |
| | | | | | | | |
Below is a list of the abbreviation(s) used in the annual report:
144A—Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and, pursuant to the requirements of Rule 144A, may not be resold except to qualified institutional buyers.
ADR—American Depositary Receipt
LIBOR—London Interbank Offered Rate
* | Non-income producing security. |
(wb) | PGIM Investments LLC, the manager of the Fund, also serves as manager of the PGIM Core Ultra Short Bond Fund. |
Fair Value Measurements:
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below.
See Notes to Financial Statements.
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 October 31, 2021 in valuing such portfolio securities:
| | | | | | | | | | | | | | | |
| | Level 1 | | Level 2 | | Level 3 |
Investments in Securities | | | | | | |
Assets | | | | | | |
Long-Term Investments | | | | | | |
Common Stocks | | | | | | |
Canada | | | $ | 317,126 | | | | $ | — | | | | $ | — | |
China | | | | — | | | | | 258,971 | | | | | — | |
Germany | | | | — | | | | | 405,745 | | | | | — | |
Israel | | | | 388,643 | | | | | — | | | | | — | |
Italy | | | | — | | | | | 242,348 | | | | | — | |
Japan | | | | — | | | | | 1,031,405 | | | | | — | |
Luxembourg | | | | — | | | | | 157,649 | | | | | — | |
Netherlands | | | | — | | | | | 172,877 | | | | | — | |
Norway | | | | — | | | | | 340,945 | | | | | — | |
United Kingdom | | | | 287,763 | | | | | 261,268 | | | | | — | |
United States | | | | 4,827,164 | | | | | — | | | | | — | |
Uruguay | | | | 170,755 | | | | | — | | | | | — | |
Short-Term Investment | | | | | | |
Affiliated Mutual Fund | | | | 1,333,645 | | | | | — | | | | | — | |
| | | | | | | | | | | | | | | |
Total | | | $ | 7,325,096 | | | | $ | 2,871,208 | | | | $ | — | |
| | | | | | | | | | | | | | | |
Industry Allocation:
The industry allocation of portfolio holdings and liabilities in excess of other assets shown as a percentage of net assets as of October 31, 2021 were as follows (unaudited):
| | | | | | | | | | | | | | |
IT Services | | | 15.5 | % | | | | | | Electrical Equipment | | | 3.2 | % |
Affiliated Mutual Fund | | | 14.3 | | | | | | | Health Care Technology | | | 3.2 | |
Software | | | 13.6 | | | | | | | Biotechnology | | | 2.8 | |
Semiconductors & Semiconductor Equipment | | | 10.6 | | | | | | | Textiles, Apparel & Luxury Goods | | | 2.6 | |
Specialty Retail | | | 6.6 | | | | | | | Leisure Products | | | 2.4 | |
Personal Products | | | 5.7 | | | | | | | Distributors | | | 2.3 | |
Capital Markets | | | 5.1 | | | | | | | | | | 109.0 | |
Trading Companies & Distributors | | | 4.8 | | | | | | | Liabilities in excess of other assets | | | (9.0 | ) |
Life Sciences Tools & Services | | | 4.5 | | | | | | | | | | | |
Internet & Direct Marketing Retail | | | 4.3 | | | | | | | | | | 100.0 | % |
Health Care Equipment & Supplies | | | 4.1 | | | | | | | | | | | |
Real Estate Management & Development | | | 3.4 | | | | | | | | | | | |
See Notes to Financial Statements.
| | | | |
PGIM Jennison NextGeneration Global Opportunities Fund | | | 15 | |
Statement of Assets and Liabilities
as of October 31, 2021
| | | | |
Assets | | | | |
| |
Investments at value: | | | | |
Unaffiliated investments (cost $8,696,237) | | $ | 8,862,659 | |
Affiliated investments (cost $1,333,645) | | | 1,333,645 | |
Foreign currency, at value (cost $101,469) | | | 101,086 | |
Receivable for Fund shares sold | | | 1,141,250 | |
Receivable for investments sold | | | 163,872 | |
Due from Manager | | | 31,224 | |
Dividends receivable | | | 662 | |
Tax reclaim receivable | | | 42 | |
Prepaid expenses and other assets | | | 60,852 | |
| | | | |
Total Assets | | | 11,695,292 | |
| | | | |
| |
Liabilities | | | |
| |
Payable for Fund shares purchased | | | 1,141,000 | |
Payable for investments purchased | | | 1,132,884 | |
Accrued expenses and other liabilities | | | 58,615 | |
Offering fees payable | | | 5,750 | |
Trustees’ fees payable | | | 1,000 | |
Affiliated transfer agent fee payable | | | 209 | |
Distribution fee payable | | | 12 | |
| | | | |
Total Liabilities | | | 2,339,470 | |
| | | | |
| |
Net Assets | | $ | 9,355,822 | |
| | | | |
| |
| | | | |
| |
Net assets were comprised of: | | | | |
Shares of beneficial interest, at par | | $ | 937 | |
Paid-in capital in excess of par | | | 9,290,996 | |
Total distributable earnings (loss) | | | 63,889 | |
| | | | |
Net assets, October 31, 2021 | | $ | 9,355,822 | |
| | | | |
See Notes to Financial Statements.
| | | | |
Class A | | | | |
| |
Net asset value and redemption price per share, ($31,785 ÷ 3,185 shares of beneficial interest issued and outstanding) | | $ | 9.98 | |
Maximum sales charge (5.50% of offering price) | | | 0.58 | |
| | | | |
Maximum offering price to public | | $ | 10.56 | |
| | | | |
| |
Class C | | | |
| |
Net asset value, offering price and redemption price per share, ($9,972 ÷ 1,000 shares of beneficial interest issued and outstanding) | | $ | 9.97 | |
| | | | |
| |
Class Z | | | |
| |
Net asset value, offering price and redemption price per share, ($4,311,317 ÷ 431,788 shares of beneficial interest issued and outstanding) | | $ | 9.98 | |
| | | | |
| |
Class R6 | | | |
| |
Net asset value, offering price and redemption price per share, ($5,002,748 ÷ 501,000 shares of beneficial interest issued and outstanding) | | $ | 9.99 | |
| | | | |
See Notes to Financial Statements.
| | | | |
PGIM Jennison NextGeneration Global Opportunities Fund | | | 17 | |
Statement of Operations
For the Period September 14, 2021* through October 31, 2021
| | | | |
Net Investment Income (Loss) | | | | |
| |
Income | | | | |
Unaffiliated dividend income (net of $120 foreign withholding tax) | | $ | 1,026 | |
Affiliated dividend income | | | 78 | |
| | | | |
Total income | | | 1,104 | |
| | | | |
| |
Expenses | | | | |
Management fee | | | 7,354 | |
Distribution fee(a) | | | 17 | |
Audit fee | | | 27,000 | |
Legal fees and expenses | | | 21,649 | |
Registration fees(a) | | | 8,193 | |
Custodian and accounting fees | | | 6,625 | |
Shareholders’ reports | | | 4,000 | |
Fund data services | | | 3,316 | |
Trustees’ fees | | | 1,000 | |
Offering fees | | | 756 | |
Transfer agent’s fees and expenses (including affiliated expense of $200)(a) | | | 200 | |
Miscellaneous | | | 1,834 | |
| | | | |
Total expenses | | | 81,944 | |
Less: Fee waiver and/or expense reimbursement(a) | | | (74,128 | ) |
| | | | |
Net expenses | | | 7,816 | |
| | | | |
Net investment income (loss) | | | (6,712 | ) |
| | | | |
| |
Realized And Unrealized Gain (Loss) On Investment And Foreign Currency Transactions | | | |
| |
Net realized gain (loss) on: | | | | |
Investment transactions | | | (103,368 | ) |
Foreign currency transactions | | | (263 | ) |
| | | | |
| | | (103,631 | ) |
| | | | |
Net change in unrealized appreciation (depreciation) on: | | | | |
Investments | | | 166,422 | |
Foreign currencies | | | 835 | |
| | | | |
| | | 167,257 | |
| | | | |
Net gain (loss) on investment and foreign currency transactions | | | 63,626 | |
| | | | |
Net Increase (Decrease) In Net Assets Resulting From Operations | | $ | 56,914 | |
| | | | |
* | Commencement of operations. |
(a) | Class specific expenses and waivers were as follows: |
| | | | | | | | | | | | | | | | |
| | Class A | | | Class C | | | Class Z | | | Class R6 | |
Distribution fee | | | 4 | | | | 13 | | | | — | | | | — | |
Registration fees | | | 2,498 | | | | 2,499 | | | | 2,499 | | | | 697 | |
Transfer agent’s fees and expenses | | | 50 | | | | 50 | | | | 50 | | | | 50 | |
Fee waiver and/or expense reimbursement | | | (2,703 | ) | | | (2,659 | ) | | | (12,395 | ) | | | (56,371 | ) |
See Notes to Financial Statements.
Statement of Changes in Net Assets
| | | | | | | | | | |
| | |
| | September 14, 2021* through October 31, 2021 | | |
| | |
Increase (Decrease) in Net Assets | | | | | | | | | | |
| | |
Operations | | | | | | | | | | |
Net investment income (loss) | | | | $ (6,712) | | | | | | |
Net realized gain (loss) on investment and foreign currency transactions | | | | (103,631) | | | | | | |
Net change in unrealized appreciation (depreciation) on investments and foreign currencies | | | | 167,257 | | | | | | |
| | | | | | | | | | |
Net increase (decrease) in net assets resulting from operations | | | | 56,914 | | | | | | |
| | | | | | | | | | |
Fund share transactions | | | | | | | | | | |
Net proceeds from shares sold | | | | 9,299,758 | | | | | | |
Cost of shares purchased | | | | (850 | ) | | | | | |
| | | | | | | | | | |
Net increase (decrease) in net assets from Fund share transactions | | | | 9,298,908 | | | | | | |
| | | | | | | | | | |
Total increase (decrease) | | | | 9,355,822 | | | | | | |
| | |
Net Assets: | | | | | | | | | | |
| | |
Beginning of period | | | | — | | | | | | |
| | | | | | | | | | |
End of period | | | | $9,355,822 | | | | | | |
| | | | | | | | | | |
* | Commencement of operations. |
See Notes to Financial Statements.
| | | | |
PGIM Jennison NextGeneration Global Opportunities Fund | | | 19 | |
Financial Highlights
| | | | |
Class A Shares | | | |
| | September 14, 2021(a) through October 31, 2021 | |
Per Share Operating Performance(b): | | | | |
Net Asset Value, Beginning of Period | | | $10.00 | |
Income (loss) from investment operations: | | | | |
Net investment income (loss) | | | (0.02 | ) |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | -(c | ) |
Total from investment operations | | | (0.02 | ) |
Net asset value, end of period | | | $9.98 | |
Total Return(d): | | | (0.20 | )% |
| | | | |
Ratios/Supplemental Data: | | | |
Net assets, end of period (000) | | | $32 | |
Average net assets (000) | | | $14 | |
Ratios to average net assets(e): | | | | |
Expenses after waivers and/or expense reimbursement | | | 1.31 | %(f) |
Expenses before waivers and/or expense reimbursement | | | 144.66 | %(f) |
Net investment income (loss) | | | (1.20 | )%(f) |
Portfolio turnover rate(g) | | | 14 | % |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Amount rounds to zero. |
(d) | Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(e) | Does not include expenses of the underlying funds in which the Fund invests. |
(f) | Annualized, with the exception of certain non-recurring expenses. |
(g) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
Class C Shares | | | |
| | September 14, 2021(a) through October 31, 2021 | |
Per Share Operating Performance(b): | | | | |
Net Asset Value, Beginning of Period | | | $10.00 | |
Income (loss) from investment operations: | | | | |
Net investment income (loss) | | | (0.02 | ) |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | (0.01 | )(c) |
Total from investment operations | | | (0.03 | ) |
Net asset value, end of period | | | $9.97 | |
Total Return(d): | | | (0.30 | )% |
| | | | |
Ratios/Supplemental Data: | | | |
Net assets, end of period (000) | | | $10 | |
Average net assets (000) | | | $10 | |
Ratios to average net assets(e): | | | | |
Expenses after waivers and/or expense reimbursement | | | 2.06 | %(f) |
Expenses before waivers and/or expense reimbursement | | | 203.59 | %(f) |
Net investment income (loss) | | | (1.90 | )%(f) |
Portfolio turnover rate(g) | | | 14 | % |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | The per share amount of realized and unrealized gain (loss) on investments does not directly correlate to the amounts reported in the Statement of Operations due to the timing of portfolio share transactions in relation to fluctuating market values. |
(d) | Total return does not consider the effects of sales loads. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(e) | Does not include expenses of the underlying funds in which the Fund invests. |
(f) | Annualized, with the exception of certain non-recurring expenses. |
(g) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
PGIM Jennison NextGeneration Global Opportunities Fund | | | 21 | |
Financial Highlights (continued)
| | | | |
Class Z Shares | | | |
| | September 14, 2021(a) through October 31, 2021 | |
Per Share Operating Performance(b): | | | | |
Net Asset Value, Beginning of Period | | | $10.00 | |
Income (loss) from investment operations: | | | | |
Net investment income (loss) | | | (0.02 | ) |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | -(c | ) |
Total from investment operations | | | (0.02 | ) |
Net asset value, end of period | | | $9.98 | |
Total Return(d): | | | (0.20 | )% |
| | | | |
Ratios/Supplemental Data: | | | |
Net assets, end of period (000) | | | $4,311 | |
Average net assets (000) | | | $901 | |
Ratios to average net assets(e): | | | | |
Expenses after waivers and/or expense reimbursement | | | 1.06 | %(f) |
Expenses before waivers and/or expense reimbursement | | | 6.91 | %(f) |
Net investment income (loss) | | | (1.01 | )%(f) |
Portfolio turnover rate(g) | | | 14 | % |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Amount rounds to zero. |
(d) | Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(e) | Does not include expenses of the underlying funds in which the Fund invests. |
(f) | Annualized, with the exception of certain non-recurring expenses. |
(g) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
Class R6 Shares | | | |
| | September 14, 2021(a) through October 31, 2021 | |
Per Share Operating Performance(b): | | | | |
Net Asset Value, Beginning of Period | | | $10.00 | |
Income (loss) from investment operations: | | | | |
Net investment income (loss) | | | (0.01 | ) |
Net realized and unrealized gain (loss) on investment and foreign currency transactions | | | -(c | ) |
Total from investment operations | | | (0.01 | ) |
Net asset value, end of period | | | $9.99 | |
Total Return(d): | | | (0.10 | )% |
| | | | |
Ratios/Supplemental Data: | | | |
Net assets, end of period (000) | | | $5,003 | |
Average net assets (000) | | | $4,900 | |
Ratios to average net assets(e): | | | | |
Expenses after waivers and/or expense reimbursement | | | 1.01 | %(f) |
Expenses before waivers and/or expense reimbursement | | | 4.44 | %(f) |
Net investment income (loss) | | | (0.85 | )%(f) |
Portfolio turnover rate(g) | | | 14 | % |
(a) | Commencement of operations. |
(b) | Calculated based on average shares outstanding during the period. |
(c) | Amount rounds to zero. |
(d) | Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized. |
(e) | Does not include expenses of the underlying funds in which the Fund invests. |
(f) | Annualized, with the exception of certain non-recurring expenses. |
(g) | The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transactions were included, the Fund’s portfolio turnover rate may be higher. |
See Notes to Financial Statements.
| | | | |
PGIM Jennison NextGeneration Global Opportunities Fund | | | 23 | |
Notes to Financial Statements
1. Organization
Prudential Investment Portfolios 12 (the “Registered Investment Company” or “RIC”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The RIC is organized as a Delaware Statutory Trust and currently consists of six separate funds: PGIM Global Real Estate Fund, PGIM Jennison International Small-Mid Cap Opportunities Fund, PGIM Jennison NextGeneration Global Opportunities Fund, PGIM Jennison Technology Fund, PGIM Short Duration Muni Fund and PGIM US Real Estate Fund. These financial statements relate only to the PGIM Jennison NextGeneration Global Opportunities Fund (the “Fund”). The Fund is classified as a non-diversified fund for purposes of the 1940 Act.
The investment objective of the Fund is to seek long-term growth of capital.
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 RIC’s Board of Trustees (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or the “Manager”). Pursuant to the Board’s delegation, the Manager has established a Valuation Committee responsible for supervising the fair valuation of portfolio securities and other assets and liabilities. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. A record of the Valuation Committee’s actions is subject to the Board’s review at its first quarterly meeting following the quarter in which such actions take place.
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 Measurements and Disclosures.
Common or preferred stocks, exchange-traded funds 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 valuation date exists, these securities are generally valued at the mean between the last reported bid and ask prices, or at the last bid price in the absence of an ask price. These securities are classified as Level 2 in the fair value hierarchy.
Foreign equities traded on foreign securities exchanges are generally valued using pricing vendor services that provide model prices derived using adjustment factors based on information such as local closing price, relevant general and sector indices, currency fluctuations, depositary receipts, and futures, as applicable. Securities valued using such model prices are classified as Level 2 in the fair value hierarchy. The models generate an evaluated adjustment factor for each security, which is applied to the local closing price to adjust it for post closing market movements up to the time the Fund is valued. Utilizing that evaluated adjustment factor, the vendor provides an evaluated price for each security. If the vendor does not provide an evaluated price, securities are valued in accordance with exchange-traded common and preferred stock valuation policies discussed above.
Investments in open-end funds (other than exchange-traded funds) are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.
Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy. Altering one or more unobservable inputs may result in a significant change to a Level 3 security’s fair value measurement.
| | | | |
PGIM Jennison NextGeneration Global Opportunities Fund | | | 25 | |
Notes to Financial Statements (continued)
When determining the fair value of securities, some of the factors influencing the valuation include: the nature of any restrictions on disposition of the securities; assessment of the general liquidity of the securities; the issuer’s financial condition and the markets in which it does business; the cost of the investment; the size of the holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for such securities or any comparable securities; any available analyst media or other reports or information deemed reliable by the Manager 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.
Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:
(i) market value of investment securities, other assets and liabilities — at the exchange rate as of the valuation date;
(ii) purchases and sales of investment securities, income and expenses — at the rates of exchange prevailing on the respective dates of such transactions.
Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities held at the end of the period. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities sold during the period. Accordingly, holding period unrealized and realized foreign currency gains (losses) are included in the reported Net change in unrealized appreciation (depreciation) on investments and Net realized gains (losses) on investment transactions on the Statements of Operations.
Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the disposition of holdings of foreign currencies, currency gains (losses) realized between the trade and settlement dates on investment transactions, and the difference between the amounts of interest, dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) arise from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates.
Master Netting Arrangements: The RIC, on behalf of 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 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 maturities 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. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual. Net investment income or loss (other than class specific expenses and waivers, which are allocated as noted below) and unrealized and realized gains (losses) are allocated daily to each class of shares based upon the relative
| | | | |
PGIM Jennison NextGeneration Global Opportunities Fund | | | 27 | |
Notes to Financial Statements (continued)
proportion of adjusted net assets of each class at the beginning of the day. Class specific expenses and waivers, where applicable, are charged to the respective share classes. Such class specific expenses and waivers include distribution fees and distribution fee waivers, shareholder servicing fees, transfer agent’s fees and expenses, registration fees and fee waivers and/or expense reimbursements, as applicable.
Offering and Organization Costs: Offering costs paid in connection with the initial offering of shares of the Fund are being amortized on a straight-line basis over twelve months from the date of commencement of operations. Organization costs paid in connection with the organization of the Fund were expensed as incurred.
Taxes: It is the Fund’s policy to meet the requirements of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable net investment income and capital gains, if any, to its shareholders. Therefore, no federal income tax provision is required. Withholding taxes on foreign dividends, interest and capital gains, if any, are recorded, net of reclaimable amounts, at the time the related income is earned.
Dividends and Distributions: The Fund expects to pay dividends from net investment income and distributions from net realized capital and currency gains, if any, annually. 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.
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 RIC, on behalf of the Fund, has a management agreement with the Manager. Pursuant to this agreement, the Manager has responsibility for all investment advisory services and supervises the subadviser’s performance of such services.
The Manager has entered into a subadvisory agreement with Jennison Associates LLC (“Jennison” or the “subadviser”). The Manager pays for the services of Jennison.
The management fee paid to the Manager is accrued daily and payable monthly at an annual rate of 0.96% of the Fund’s average daily net assets up to and including $1 billion,
0.94% on the next $2 billion of average daily net assets, 0.92% on the next $2 billion of average daily net assets, 0.90% on the next $5 billion of average daily net assets and 0.88% on average daily net assets in excess of $10 billion. The effective management fee rate before any waivers and/or expense reimbursements was 0.96% for the period ended October 31, 2021.
The Manager has contractually agreed, through February 28, 2023, to limit total annual operating expenses after fee waivers and/or expense reimbursements to 1.31% of average daily net assets for Class A shares, 2.06% of average daily net assets for Class C shares,
1.06% of average daily net assets for Class Z shares and 1.01% of average daily net assets for Class R6 shares. This contractual waiver excludes interest, brokerage, taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), acquired fund fees and expenses, extraordinary expenses, and certain other Fund expenses such as dividend and interest expense and broker charges on short sales.
Where applicable, the Manager agrees to waive management fees or shared operating expenses on any share class to the same extent that it waives such expenses on any other share class. In addition, total annual operating expenses for Class R6 shares will not exceed total annual operating expenses for Class Z shares. Fees and/or expenses waived and/or reimbursed by the Manager may be recouped by the Manager within the same fiscal year during which such waiver and/or reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year.
The RIC, on behalf of the Fund, has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class A, Class C, Class Z and Class R6 shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A and Class C shares, pursuant to the plans of distribution (the “Distribution Plans”), regardless of expenses actually incurred by PIMS.
Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to 0.25% and 1% of the average daily net assets of the Class A and Class C shares, respectively. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of the Class Z and Class R6 shares of the Fund.
For the period ended October 31, 2021, PIMS did not receive any front-end sales charges resulting from sales of Class A shares. Additionally, for the period ended October 31, 2021, PIMS did not receive any contingent deferred sales charges imposed upon redemptions by certain Class A and Class C shareholders, respectively.
PGIM Investments, PIMS and Jennison are indirect, wholly-owned subsidiaries of Prudential Financial, Inc. (“Prudential”).
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PGIM Jennison NextGeneration Global Opportunities Fund | | | 29 | |
Notes to Financial Statements (continued)
4. Other Transactions with Affiliates
Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential, serves as the Fund’s transfer agent. Transfer agent’s fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.
The Fund may invest its overnight sweep cash in the PGIM Core Ultra Short Bond Fund (the “Core Fund”), a fund 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. In addition to the realized and unrealized gains on investments in the Core Fund, earnings from such investments are disclosed on the Statement of Operations as “Affiliated dividend income”.
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 October 31, 2021, no 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 period ended October 31, 2021, were $9,799,147 and $999,542, respectively.
A summary of the cost of purchases and proceeds from sales of shares of affiliated mutual funds for the period ended October 31, 2021, is presented as follows:
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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 Fund: | | | | | | | | | |
PGIM Core Ultra Short Bond Fund (1)(wb) | | | | | | | | | | | | | | | | | | | | | | | | | |
$— | | | | $ | 8,314,757 | | | | | | | $ | 6,981,112 | | | | | | | $ | — | | | | | | | $ | — | | | | | | | $ | 1,333,645 | | | | 1,333,645 | | | $ | 78 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
(1) | The Fund did not have any capital gain distributions during the reporting period. |
(wb) | PGIM Investments LLC, the manager of the Fund, also serves as manager of the PGIM Core Ultra Short Bond Fund. |
6. Distributions and Tax Information
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. In order to present total distributable earnings (loss) and paid-in-capital in excess of par on the Statement of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to total distributable earnings (loss) and paid-in capital inexcess of par. For the period ended October 31, 2021, the adjustments were to increase total distributable earnings and decrease paid-in capital in excess of par by $6,975 primarily due to a net operating loss and non-deductible organizational costs. Net investment income, net realized gain (loss) on investments and foreign currency transactions and net assets were not affected by this change.
For the period ended October 31, 2021, there were no distributions paid by the Fund.
As of October 31, 2021, there were no undistributed earnings on a tax basis.
The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of October 31, 2021 were as follows:
| | | | | | |
Tax Basis | | Gross Unrealized Appreciation | | Gross Unrealized Depreciation | | Net Unrealized Appreciation |
$10,095,341 | | $376,633 | | $(275,670) | | $100,963 |
The difference between GAAP and tax basis was primarily due to deferred losses on wash sales.
For federal income tax purposes, the Fund had a capital loss carryforward as of October 31, 2021 of approximately $37,000 which can be carried forward for an unlimited period. No capital gains distributions are expected to be paid to shareholders until net gains have been realized in excess of such losses.
The 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.
7. Capital and Ownership
The Fund offers Class A, Class C, Class Z and Class R6 shares. Class A shares are sold with a maximum front-end sales charge of 5.50%. Investors who purchase $1 million or more of Class A shares and sell these shares within 12 months of purchase are subject to a contingent deferred sales charge (“CDSC”) of 1%, although they are not subject to an initial sales charge. The Class A CDSC is waived for certain retirement and/or benefit plans. A special exchange privilege is also available for shareholders who qualified to purchase Class A shares at net asset value. Class C shares are sold with a CDSC of 1% on sales made within 12 months of purchase. Class C shares will automatically convert to Class A shares on
| | | | |
PGIM Jennison NextGeneration Global Opportunities Fund | | | 31 | |
Notes to Financial Statements (continued)
a monthly basis approximately eight years after purchase. Class Z and Class R6 shares are not subject to any sales or redemption charges and are available exclusively for sale to a limited group of investors.
Under certain circumstances, an exchange may be made from specified share classes of the Fund to one or more other share classes of the Fund as presented in the table of transactions in shares of beneficial interest, below.
The RIC has authorized an unlimited number of shares of beneficial interest of the Fund at $0.001 par value per share, currently divided into four classes, designated Class A, Class C, Class Z and Class R6.
As of October 31, 2021, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned shares of the Fund as follows:
| | | | | | | | | | |
| | Number of Shares | | Percentage of Outstanding Shares |
Class A | | | | 1,000 | | | | | 31.4 | % |
Class C | | | | 1,000 | | | | | 100.0 | % |
Class Z | | | | 1,000 | | | | | 0.2 | % |
Class R6 | | | | 501,000 | | | | | 100.0 | % |
At the reporting period end, the number of shareholders holding greater than 5% of the Fund are as follows:
| | | | | | |
Affiliated | | Unaffiliated |
Number of | | Percentage of | | Number of | | Percentage of |
Shareholders | | Outstanding Shares | | Shareholders | | Outstanding Shares |
1 | | 53.4% | | 3 | | 43.6% |
Transactions in shares of beneficial interest were as follows:
| | | | | | | | |
Class A | | Shares | | | Amount | |
Period ended October 31, 2021*: | | | | | | |
Shares sold | | 3,185 | | | $ 31,473 | |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | 3,185 | | | $ 31,473 | |
| | | | | | | | |
Class C | | | | | | |
Period ended October 31, 2021*: | | | | | | |
Shares sold | | 1,000 | | | $ 10,000 | |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | 1,000 | | | $ 10,000 | |
| | | | | | | | |
Class Z | | | | | | |
Period ended October 31, 2021*: | | | | | | |
Shares sold | | 431,874 | | | $4,248,285 | |
Shares purchased | | | (86 | ) | | | (850 | ) |
| | | | | | | | |
Net increase (decrease) in shares outstanding | | 431,788 | | | $4,247,435 | |
| | | | | | | | |
| | | | |
Class R6 | | Shares | | Amount |
Period ended October 31, 2021*: | | | | |
Shares sold | | 501,000 | | $5,010,000 |
| | | | |
Net increase (decrease) in shares outstanding | | 501,000 | | $5,010,000 |
| | | | |
* | Commencement of operations was September 14, 2021. |
8. Borrowings
The RIC, on behalf of 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 | | 10/1/2021 – 9/29/2022 |
Total Commitment | | $1,200,000,000 |
Annualized Commitment Fee on the Unused Portion of the SCA | | 0.15% |
Annualized Interest Rate on Borrowings | | 1.20% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate 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 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 October 31, 2021.
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.
Country Risk: Changes in the business environment may adversely affect operating profits or the value of assets in a specific country. For example, financial factors such as currency controls, devaluation or regulatory changes or stability factors such as mass riots, civil war and other potential events may contribute to companies’ operational risks.
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PGIM Jennison NextGeneration Global Opportunities Fund | | | 33 | |
Notes to Financial Statements (continued)
Currency Risk: The Fund’s net asset value could decline as a result of changes in exchange rates, which could adversely affect the Fund’s investments in currencies, or in securities that trade in, and receive revenues related to, currencies, or in derivatives that provide exposure to currencies. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest or dividends to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.
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 or the functioning of the securities markets, may at times result in unusually high market volatility, which could negatively impact performance. Relatively reduced liquidity in credit and fixed income markets could adversely affect issuers worldwide.
Emerging Markets Risk: The risks of foreign investments are greater for investments in or exposed to emerging markets. Emerging market countries typically have economic and political systems that are less fully developed, and can be expected to be less stable, than those of more developed countries. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation. Low trading volumes may result in a lack of liquidity and price volatility. Emerging market countries may have policies that restrict investment by non-U.S. investors, or that prevent non-U.S. investors from withdrawing their money at will.
The Fund may invest in some emerging markets that subject it to risks such as those associated with illiquidity, custody of assets, different settlement and clearance procedures and asserting legal title under a developing legal and regulatory regime to a greater degree than in developed markets or even in other emerging markets.
Equity and Equity-Related Securities Risk: Equity and equity-related securities may be subject to changes in value, and their values may be more volatile than those of other asset classes. In addition to an individual security losing value, the value of the equity markets or a sector in which the Fund invests could go down. Different parts of a market can react differently to adverse issuer, market, regulatory, political and economic developments.
Foreign Securities Risk: Investments in securities of non-U.S. issuers (including those denominated in U.S. dollars) may involve more risk than investing in securities of U.S. issuers. Foreign political, economic and legal systems, especially those in developing and emerging market countries, may be less stable and more volatile than in the United States. Foreign legal systems generally have fewer regulatory requirements than the U.S. legal system, particularly those of emerging markets. In general, less information is publicly available with respect to non-U.S. companies than U.S. companies. Non-U.S. companies
generally are not subject to the same accounting, auditing, and financial reporting standards as are U.S. companies. Additionally, the changing value of foreign currencies and changes in exchange rates could also affect the value of the assets the Fund holds and the Fund’s performance. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest or dividends to investors located outside the country, due to blockage of foreign currency exchanges or otherwise.
Investments in emerging markets are subject to greater volatility and price declines.
In addition, the Fund’s investments in non-U.S. securities may be subject to the risks of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of non-U.S. currency, confiscatory taxation and adverse diplomatic developments. Special U.S. tax considerations may apply.
Geographic Concentration Risk: The Fund’s performance may be closely tied to the market, economic, political, regulatory or other conditions in the countries or regions in which the Fund invests. This can result in more pronounced risks based upon conditions that impact one or more countries or regions more or less than other countries or regions.
Growth Style Risk: The Fund’s growth style may subject the Fund to above-average fluctuations as a result of seeking higher than average capital growth. Historically, growth stocks have performed best during later stages of economic expansion and value stocks have performed best during periods of economic recovery. Since the Fund follows a growth investment style, there is the risk that the growth investment style may be out of favor for long periods of time. At times when the style is out of favor, the Fund may underperform the market in general, its benchmark and other mutual funds.
Increase in Expenses Risk: Your actual cost of investing in the Fund may be higher than the expenses shown in the expense table in the Fund’s prospectus for a variety of reasons. For example, expense ratios may be higher than those shown if average net assets decrease. Net assets are more likely to decrease and Fund expense ratios are more likely to increase when markets are volatile. Active and frequent trading of Fund securities can increase expenses.
Large Shareholder and Large Scale Redemption Risk: Certain individuals, accounts, funds (including funds affiliated with the Manager) or institutions, including the Manager and its affiliates, may from time to time own or control a substantial amount of the Fund’s shares. There is no requirement that these entities maintain their investment in the Fund. There is a risk that such large shareholders or that the Fund’s shareholders generally may redeem all or a substantial portion of their investments in the Fund in a short period of time, which could have a significant negative impact on the Fund’s NAV, liquidity, and brokerage costs. Large redemptions could also result in tax consequences to shareholders and impact the Fund’s ability to implement its investment strategy. The Fund’s ability to pursue its investment objective after one or more large scale redemptions may be impaired and, as a result, the Fund may invest a larger portion of its assets in cash or cash equivalents.
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PGIM Jennison NextGeneration Global Opportunities Fund | | | 35 | |
Notes to Financial Statements (continued)
Liquidity Risk: Liquidity risk is the risk that the Fund could not meet requests to redeem shares issued by the Fund without significant dilution of remaining investors’ interests in the Fund. The Fund may invest in instruments that trade in lower volumes and are more illiquid than other investments. If the Fund is forced to sell these investments to pay redemption proceeds or for other reasons, the Fund may lose money. In addition, when there is no willing buyer and investments cannot be readily sold at the desired time or price, the Fund may have to accept a lower price or may not be able to sell the instrument at all. An inability to sell a portfolio position can adversely affect the Fund’s value or prevent the Fund from being able to take advantage of other investment opportunities.
Management Risk: The value of your investment may decrease if judgments by the subadviser about the attractiveness, value or market trends affecting a particular security, industry or sector or about market movements are incorrect.
Market Disruption and Geopolitical Risks: International wars or conflicts and geopolitical developments in foreign countries, along with instability in regions such as Asia, Eastern Europe, and the Middle East, possible terrorist attacks in the United States or around the world, public health epidemics such as the outbreak of infectious diseases like the outbreak of COVID-19 globally in 2020 or the 2014–2016 outbreak in West Africa of the Ebola virus, and other similar events could adversely affect the U.S. and foreign financial markets, including increases in market volatility, reduced liquidity in the securities markets and government intervention, and may cause further long-term economic uncertainties in the United States and worldwide generally. The coronavirus pandemic and the related governmental and public responses have had and may continue to have an impact on the Fund’s investments and net asset value and have led and may continue to lead to increased market volatility and the potential for illiquidity in certain classes of securities and sectors of the market. Preventative or protective actions that governments may take in respect of pandemic or epidemic diseases may result in periods of business disruption, business closures, inability to obtain raw materials, supplies and component parts, and reduced or disrupted operations for the issuers in which the Fund invests. Government intervention in markets may impact interest rates, market volatility and security pricing. The occurrence, reoccurrence and pendency of such diseases could adversely affect the economies (including through changes in business activity and increased unemployment) and financial markets either in specific countries or worldwide.
Market Risk: Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the Fund fall, the value of your investment in the Fund will decline.
New Fund Risk: The Fund recently commenced operations. As a new and relatively small fund, the Fund’s performance may not represent how the Fund is expected to or may perform in the long term if it becomes larger and after it has fully implemented its investment strategies. Investment positions may have a disproportionate impact (negative or positive) on performance in new and smaller funds. New and smaller funds may also require a period of time before they are invested in securities that meet their investment objectives and policies and achieve a representative portfolio composition. Accordingly, investors in the Fund bear the risk that the Fund may not be successful in implementing its investment strategy, and may not employ a successful investment strategy, either of which could result in the Fund being liquidated at any time without shareholder approval and/or at a time that may not be favorable for all shareholders. Such a liquidation could result in transaction costs and have negative tax consequences for shareholders.
Non-Diversified Investment Company Risk: The Fund is non-diversified for purposes of the Investment Company Act of 1940 (1940 Act). This means that the Fund may invest a greater percentage of its assets in the securities of a single company or other issuer than a diversified fund. Investing in a non-diversified fund involves greater risk than investing in a diversified fund because a loss resulting from the decline in value of any one security may represent a greater portion of the total assets of a non-diversified fund.
Small and Medium Capitalization Risk: Small and medium capitalization companies usually offer a smaller range of products and services than larger companies. Smaller companies may also have limited financial resources and may lack management expertise. As a result, their prices may fluctuate more than the stocks of larger, more established companies. Historically, small and mid-cap companies have sometimes gone through extended periods when they did not perform as well as larger companies. Small and mid-capitalization companies generally are less liquid than larger companies, which may make such investments more difficult to sell at the time and price that the Fund would like.
10. Recent Regulatory Developments
On December 3, 2020, the SEC announced that it voted to adopt a new rule that establishes an updated regulatory framework for fund valuation practices (the “Rule”). The Rule, in part, provides (i) a framework for determining fair value in good faith and (ii) provides for a fund Board’s assignment of its responsibility for the execution of valuation-related activities to a fund’s investment adviser. Further, the SEC is rescinding previously issued guidance on related issues. The Rule took effect on March 8, 2021, with a compliance date of September 8, 2022. Management is currently evaluating the Rule and its impact to the Fund.
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PGIM Jennison NextGeneration Global Opportunities Fund | | | 37 | |
Report of Independent Registered Public Accounting Firm
To the Board of Trustees of Prudential Investment Portfolios 12 and Shareholders of PGIM Jennison NextGeneration Global Opportunities Fund
Opinion on the Financial Statements
We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of PGIM Jennison NextGeneration Global Opportunities Fund (one of the funds constituting Prudential Investment Portfolios 12, referred to hereafter as the “Fund”) as of October 31, 2021, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the period September 14, 2021 (commencement of operations) through October 31, 2021 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund as of October 31, 2021, and the results of its operations, changes in its net assets, and the financial highlights for the period September 14, 2021 (commencement of operations) through October 31, 2021 in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of October 31, 2021 by correspondence with the custodian, transfer agent and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
New York, New York
December 16, 2021
We have served as the auditor of one or more investment companies in the PGIM Retail Funds complex since 2020.
INFORMATION ABOUT BOARD MEMBERS AND OFFICERS (unaudited)
Information about Board Members and Officers of the Fund is set forth below. Board Members who are not deemed to be “interested persons” of the Fund, as defined in the 1940 Act, are referred to as “Independent Board Members.” Board Members who are deemed to be “interested persons” of the Fund are referred to as “Interested Board Members.” The Board Members are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act. The Board in turn elects the Officers, who are responsible for administering the day-to-day operations of the Fund.
| | | | | | |
Independent Board Members |
| | | |
Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
| | | |
Ellen S. Alberding 1958 Board Member Portfolios Overseen: 95 | | President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); formerly Vice Chair, City Colleges of Chicago (community college system) (2011-2015); Trustee, National Park Foundation (charitable foundation for national park system) (2009-2018); Trustee, Economic Club of Chicago (2009-2016); Trustee, Loyola University (since 2018). | | None. | | Since September 2013 |
| | | |
Kevin J. Bannon 1952 Board Member Portfolios Overseen: 95 | | Retired; formerly Managing Director (April 2008-May 2015) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds. | | Director of Urstadt Biddle Properties (equity real estate investment trust) (since September 2008). | | Since July 2008 |
PGIM Jennison NextGeneration Global Opportunities Fund
| | | | | | |
Independent Board Members |
| | | |
Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Linda W. Bynoe 1952 Board Member Portfolios Overseen: 92 | | President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Limited LLC (formerly Telemat Ltd) (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer). | | Trustee of Equity Residential (residential real estate) (since December 2009); Director of Northern Trust Corporation (financial services) (since April 2006); formerly Director of Anixter International, Inc. (communication products distributor) (January 2006-June 2020). | | Since March 2005 |
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Barry H. Evans 1960 Board Member Portfolios Overseen: 94 | | Retired; formerly President (2005-2016), Global Chief Operating Officer (2014-2016), Chief Investment Officer - Global Head of Fixed Income (1998-2014), and various portfolio manager roles (1986-2006), Manulife Asset Management (asset management). | | Formerly Director, Manulife Trust Company (2011-2018); formerly Director, Manulife Asset Management Limited (2015-2017); formerly Chairman of the Board of Directors of Manulife Asset Management U.S. (2005-2016); formerly Chairman of the Board, Declaration Investment Management and Research (2008-2016). | | Since September 2017 |
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Keith F. Hartstein 1956 Board Member & Independent Chair Portfolios Overseen: 95 | | Retired; Executive Committee of the Independent Directors Council (IDC) Board of Governors (since October 2019); Member (since November 2014) of the Governing Council of the IDC (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008). | | None. | | Since September 2013 |
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Laurie Simon Hodrick 1962 Board Member Portfolios Overseen: 91 | | A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business, Columbia Business School (since 2018); Visiting Fellow at the Hoover Institution, Stanford University (since 2015); Sole Member, ReidCourt LLC (since 2008) (a consulting firm); formerly Visiting Professor of Law, Stanford Law School (2015-2021); formerly A. Barton Hepburn Professor of Economics in the Faculty of Business, Columbia Business School (1996-2017); formerly Managing Director, Global Head of Alternative Investment Strategies, Deutsche Bank (2006-2008). | | Independent Director, Roku (since December 2020) (communication services); formerly Independent Director, Synnex Corporation (2019-2021) (information technology); formerly Independent Director, Kabbage, Inc. (2018-2020) (financial services); formerly Independent Director, Corporate Capital Trust (2017-2018) (a business development company). | | Since September 2017 |
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Brian K. Reid 1961 Board Member Portfolios Overseen: 94 | | Retired; formerly Chief Economist for the Investment Company Institute (ICI) (2005-2017); formerly Senior Economist and Director of Industry and Financial Analysis at the ICI (1998-2004); formerly Senior Economist, Industry and Financial Analysis at the ICI (1996-1998); formerly Staff Economist at the Federal Reserve Board (1989-1996); Director, ICI Mutual Insurance Company (2012-2017). | | None. | | Since March 2018 |
PGIM Jennison NextGeneration Global Opportunities Fund
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Independent Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Grace C. Torres 1959 Board Member Portfolios Overseen: 94 | | Retired; formerly Treasurer and Principal Financial and Accounting Officer of the PGIM Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of PGIM Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc. | | Director (since January 2018) of OceanFirst Financial Corp. and OceanFirst Bank; formerly Director (July 2015-January 2018) of Sun Bancorp, Inc. N.A. and Sun National Bank. | | Since November 2014 |
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Interested Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Stuart S. Parker 1962 Board Member & President Portfolios Overseen: 94 | | President, Chief Executive Officer, Chief Operating Officer and Officer in Charge of PGIM Investments LLC (formerly known as Prudential Investments LLC) (since January 2012); formerly Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011); Investment Company Institute - Board of Governors (since May 2012). | | None. | | Since January 2012 |
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Interested Board Members |
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Name Year of Birth Position(s) Portfolios Overseen | | Principal Occupation(s) During Past Five Years | | Other Directorships Held During Past Five Years | | Length of Board Service |
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Scott E. Benjamin 1973 Board Member & Vice President Portfolios Overseen: 95 | | Executive Vice President (since May 2009) of PGIM Investments LLC; Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); formerly Vice President of Product Development and Product Management, PGIM Investments LLC (2003-2006). | | None. | | Since March 2010 |
(1) | The year that each Board Member joined the Board is as follows: |
Ellen S. Alberding, 2013; Kevin J. Bannon, 2008; Linda W. Bynoe, 2005; Barry H. Evans, 2017; Keith F. Hartstein, 2013; Laurie Simon Hodrick, 2017; Michael S. Hyland, 2008; Richard A. Redeker, 1993; Stephen G. Stoneburn, 2003; Stuart S. Parker, Board Member since 2012 and President since 2012; Scott E. Benjamin, Board Member since 2010 and Vice President since 2009; Grace C. Torres, 2014.
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Claudia DiGiacomo 1974 Chief Legal Officer | | Chief Legal Officer, Executive Vice President and Secretary of PGIM Investments LLC (since August 2020); Chief Legal Officer of Prudential Mutual Fund Services LLC (since August 2020); Chief Legal Officer of PIFM Holdco, LLC (since August 2020); Vice President and Corporate Counsel (since January 2005) of Prudential; and Corporate Counsel of AST Investment Services, Inc. (since August 2020); formerly Vice President and Assistant Secretary of PGIM Investments LLC (2005-2020); formerly Associate at Sidley Austin Brown & Wood LLP (1999-2004). | | Since December 2005 |
PGIM Jennison NextGeneration Global Opportunities Fund
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Dino Capasso 1974 Chief Compliance Officer | | Chief Compliance Officer (since July 2019) of PGIM Investments LLC; Chief Compliance Officer (since July 2019) of the PGIM Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM High Yield Bond Fund, Inc., and PGIM Short Duration High Yield Opportunities Fund; Vice President and Deputy Chief Compliance Officer (June 2017-2019) of PGIM Investments LLC; formerly Senior Vice President and Senior Counsel (January 2016-June 2017), and Vice President and Counsel (February 2012-December 2015) of Pacific Investment Management Company LLC. | | Since July 2019 |
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Andrew R. French 1962 Secretary | | Vice President (since December 2018) of PGIM Investments LLC; formerly Vice President and Corporate Counsel (2010-2018) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC. | | Since October 2006 |
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Diana N. Huffman 1982 Assistant Secretary | | Vice President and Corporate Counsel (since September 2015) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Associate at Willkie Farr & Gallagher LLP (2009-2015). | | Since March 2019 |
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Melissa Gonzalez 1980 Assistant Secretary | | Vice President and Corporate Counsel (since September 2018) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Director and Corporate Counsel (March 2014-September 2018) of Prudential. | | Since March 2020 |
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Patrick E. McGuinness 1986 Assistant Secretary | | Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; Director and Corporate Counsel (since February 2017) of Prudential; and Corporate Counsel (2012-2017) of IIL, Inc. | | Since June 2020 |
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Debra Rubano 1975 Assistant Secretary | | Vice President and Corporate Counsel (since November 2020) of Prudential; formerly Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC (2010-2020) and Assistant Secretary of numerous funds in the Allianz fund complex (2015-2020). | | Since December 2020 |
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Kelly A. Coyne 1968 Assistant Secretary | | Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010). | | Since March 2015 |
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Fund Officers(a) | | | | |
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Name Year of Birth Fund Position | | Principal Occupation(s) During Past Five Years | | Length of Service as Fund Officer |
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Christian J. Kelly 1975 Treasurer and Principal Financial and Accounting Officer | | Vice President, Head of Fund Administration of PGIM Investments LLC (since November 2018); formerly Director of Fund Administration of Lord Abbett & Co. LLC (2009-2018), Treasurer and Principal Accounting Officer of the Lord Abbett Family of Funds (2017-2018); Director of Accounting, Avenue Capital Group (2008-2009); Senior Manager, Investment Management Practice of Deloitte & Touche LLP (1998-2007). | | Since January 2019 |
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Lana Lomuti 1967 Assistant Treasurer | | Vice President (since 2007) and Director (2005-2007), within PGIM Investments Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc. | | Since April 2014 |
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Russ Shupak 1973 Assistant Treasurer | | Vice President (since 2017) and Director (2013-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Deborah Conway 1969 Assistant Treasurer | | Vice President (since 2017) and Director (2007-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Elyse M. McLaughlin 1974 Assistant Treasurer | | Vice President (since 2017) and Director (2011-2017), within PGIM Investments Fund Administration. | | Since September 2019 |
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Jonathan Corbett 1983 Anti-Money Laundering Compliance Officer | | Vice President, Corporate Compliance, Global Compliance Programs and Compliance Risk Management (since August 2019) of Prudential; formerly Vice President and Head of Key Risk Areas Compliance (March 2016 to July 2019), Chief Privacy Officer (March 2016 to July 2019) and Head of Global Financial Crimes Unit (April 2014 to March 2016) at MetLife. | | Since October 2021 |
(a) | Excludes Mr. Parker and Mr. Benjamin, interested Board Members who also serve as President and Vice President, respectively. |
Explanatory Notes to Tables:
∎ | | Board Members are deemed to be “Interested,” as defined in the 1940 Act, by reason of their affiliation with PGIM Investments LLC and/or an affiliate of PGIM Investments LLC. |
∎ | | Unless otherwise noted, the address of all Board Members and Officers is c/o PGIM Investments LLC, 655 Broad Street, Newark, New Jersey 07102-4410. |
∎ | | There is no set term of office for Board Members or Officers. The Board Members have adopted a retirement policy, which calls for the retirement of Board Members on December 31 of the year in which they reach the age of 75. |
∎ | | “Other Directorships Held” includes all directorships of companies required to register or file reports with the SEC under the 1934 Act (that is, “public companies”) or other investment companies registered under the 1940 Act. |
∎ | | “Portfolios Overseen” includes all investment companies managed by PGIM Investments LLC. The investment companies for which PGIM Investments LLC serves as manager include the PGIM Funds, Target Funds, The Prudential Variable Contract Accounts, PGIM ETF Trust, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM Short Duration High Yield Opportunities Fund, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust. |
∎ | | As used in the Fund Officers table “Prudential” means The Prudential Insurance Company of America. |
PGIM Jennison NextGeneration Global Opportunities Fund
Approval of Advisory Agreements (unaudited)
Initial Approval of the Fund’s Advisory Agreements
As required by the Investment Company Act of 1940 (the 1940 Act), the Board of Prudential Investment Portfolios 12 considered the proposed management agreement with PGIM Investments LLC (the Manager) and the proposed subadvisory agreement between the Manager and Jennison Associates LLC (Jennison or the Subadviser), which will subadvise the PGIM Jennison NextGeneration Global Opportunities Fund (the Fund), prior to the Fund’s commencement of operations. The Board, including all of the Independent Trustees, met in meetings from June 7-10, 2021 (the Meeting) and approved the agreements for an initial two-year period, after concluding that approval of the agreements was in the best interests of the Fund.
In advance of the 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 considerations.
In approving the agreements, the Board, including the Independent Trustees advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services to be provided to the Fund by the Manager and the Subadviser; any relevant comparable performance and the Subadviser’s qualifications and track record in serving other affiliated mutual funds; and the fees proposed to be paid by the Fund to the Manager and by the Manager to the Subadviser under the agreements. In connection with its deliberations, the Board considered information provided by the Manager and the Subadviser at or in advance of the Meeting. The Board also considered information provided by the Manager with respect to other funds managed by the Manager and Jennison, which information had been provided throughout the year at regular Board meetings. In their deliberations, the Trustees did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund.
The Trustees determined that the overall arrangements between the Fund and the Manager, which will serve as the Fund’s investment manager pursuant to a management agreement, and between the Manager and the Subadviser, which will serve as the Fund’s subadviser pursuant to the terms of a subadvisory agreement, were in the best interests of the Fund in light of the services to be performed and the fees to be charged under the agreements and such other matters as the Trustees considered relevant in the exercise of their business judgment.
A summary of certain factors and conclusions that formed the basis for the Trustees’ reaching their determinations to approve the agreements are separately discussed below.
Nature, quality and extent of services
With respect to the Manager, the Board noted that it had received and considered information about the Manager at the Meeting in connection with the renewal of the investment management agreements between the Manager and the other PGIM
PGIM Jennison NextGeneration Global Opportunities Fund
Approval of Advisory Agreements (continued)
Investments Funds. The Board also noted that it received and considered information at other regular meetings throughout the year of the PGIM Investments Funds, regarding the nature, quality and extent of services provided by the Manager, including but not limited to the oversight of the Subadviser, as well as the provision of fund recordkeeping, compliance and other services to the Fund. With respect to the Manager’s oversight of the Subadviser, the Board noted that the Manager’s Strategic Investment Research Group, which is a business unit of the Manager, is responsible for monitoring and reporting to the Manager’s senior management on the performance and operations of the Subadviser. The Board also noted that the Manager pays the salaries of all the officers and interested Trustees of the Fund who are part of Fund management. The Board reviewed the qualifications, backgrounds and responsibilities of the Manager’s senior management responsible for the oversight of the Fund and the Subadviser, and was also provided with information pertaining to the Manager’s organizational structure, senior management, investment operations and other relevant information. The Board noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer as to the Manager. The Board noted that it had concluded that it was satisfied with the nature, quality and extent of the services provided by the Manager to the other PGIM Investments Funds and determined that it was reasonable to conclude that the nature, quality and extent of services to be provided by the Manager under the management agreement for the Fund would be similar in nature to those provided under the other management agreements.
With respect to the Subadviser, the Board noted that it had received and considered information about the Subadviser at the Meeting in connection with the renewal of the subadvisory agreements between the Manager and the Subadviser with respect to other PGIM Investments Funds. The Board also noted that it received and considered information at other regular meetings throughout the year, regarding the nature, quality and extent of services provided by the Subadviser. The Board considered, among other things, the qualifications, background and experience of the Subadviser’s portfolio managers who will be responsible for the day-to-day management of the Fund’s portfolio, as well as information on the organizational structure, senior management, investment operations and other relevant information of the Subadviser. The Board further noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer as to the Subadviser. The Board noted that the Subadviser is affiliated with the Manager. The Board noted that it was satisfied with the nature, quality and extent of services provided by the Subadviser with respect to the other PGIM Investments Funds served by the Subadviser and determined that it was reasonable to conclude that the nature, quality and extent of services to be provided by the Subadviser under the subadvisory agreement for the Fund would be similar in nature to those provided under the other subadvisory agreements.
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Performance
Because the Fund had not yet commenced operations, no investment performance for the Fund existed for Board review. The Board noted that the Fund’s strategy is a new strategy for the Subadviser, but considered performance information of an institutional account run by the Subadviser that utilizes a substantially similar investment objective and investment strategy. The Board considered the background and professional experience of the proposed portfolio management team for the Fund. The Manager will provide information relating to performance to the Board in connection with future annual reviews of the management agreement and subadvisory agreement.
Fee Rates
The Board considered the proposed management fees of 0.96% of the average daily net assets of the Fund up to $1 billion; 0.94% of the average daily net assets of the Fund over $1 billion and up to $3 billion; 0.92% of the average daily net assets of the Fund over $3 billion and up to $5 billion; 0.90% of the average daily net assets of the Fund over $5 billion and up to $10 billion; and 0.88% of the average daily net assets of the Fund over $10 billion to be paid by the Fund to the Manager. The Board considered that the subadvisory fees at the annual rate of 0.48% of the average daily net assets will be paid to the Subadviser by the Manager and not by the Fund.
The Board noted that the Manager had contractually agreed, through February 28, 2023, to limit total annual fund operating expenses after fee waivers and/or expense reimbursements to 1.31% of average daily net assets for Class A shares, 2.06% of average daily net assets for Class C shares, 1.06% of average daily net assets for Class Z shares and 1.01% of average daily net assets for Class R6 shares (subject to certain exclusions).
The Board considered information provided by the Manager comparing the Fund’s proposed management fee rate and total expenses for Class Z shares to the Peer Group of comparable funds chosen by Lipper. The Board noted that the Fund’s management fee was in the third quartile and anticipated total expenses were in the second quartile of the Lipper Peer Group (first quartile being the lowest fee) based upon net assets.
The Board concluded that the proposed fees and total expenses were reasonable in light of the services to be provided.
Profitability
Because the Fund had not yet commenced operations and the actual asset base of the Fund has not yet been determined, the Board noted that there was no historical profitability information with respect to the Fund to be reviewed. The Board noted that the Subadviser was affiliated with the Manager and, as a result, the Board will not separately consider the Subadviser’s profitability since its profitability will be reflected in the Manager’s profitability report. The Board noted that it would review profitability information in connection with the annual renewal of the management and subadvisory agreements.
PGIM Jennison NextGeneration Global Opportunities Fund
Approval of Advisory Agreements (continued)
Economies of Scale
Because the Fund had not yet commenced operations and the actual asset base of the Fund has not yet been determined, the Board noted that there was no historical information regarding economies of scale with respect to the Fund to be reviewed. The Board noted that it would review such information in connection with the annual renewals of the management and subadvisory agreements.
The Board noted that the proposed management fees payable by the Fund to the Manager contained breakpoints that would reduce the fee rates on assets above specified levels. The Board considered the potential for the Manager and the Subadviser to experience economies of scale as the amount of assets managed by the Manager and the Subadviser increased in size.
Other Benefits to the Manager and the Subadviser
The Board considered potential “fall-out” or ancillary benefits anticipated to be received by the Manager, the Subadviser and their affiliates as a result of their relationship with the Fund. The Board concluded that any potential benefits to be derived by the Manager were similar to benefits derived by the Manager in connection with its management of the other PGIM Investments Funds managed by the Manager, which are reviewed on an annual basis. The Board also concluded that any potential benefits to be derived by the Subadviser were consistent with those generally derived by subadvisers to the PGIM Investments Funds, and that those benefits are reviewed on an annual basis. The Board concluded that any potential benefits derived by the Manager and the Subadviser were consistent with the types of benefits generally derived by investment managers and subadvisers to funds.
***
After full consideration of these factors, the Board concluded that the approval of the agreements was in the best interests of the Fund.
Visit our website at pgim.com/investments
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∎ MAIL | | ∎ TELEPHONE | | ∎ WEBSITE |
655 Broad Street Newark, NJ 07102 | | (800) 225-1852 | | pgim.com/investments |
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PROXY VOTING |
The Board of Trustees of the Fund has delegated to the Fund’s subadviser the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to the Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 225-1852 or by visiting the Securities and Exchange Commission’s website at 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 Fund’s website and on the Securities and Exchange Commission’s website. |
|
TRUSTEES |
Ellen S. Alberding • Kevin J. Bannon • Scott E. Benjamin • Linda W. Bynoe • Barry H. Evans • Keith F. Hartstein • Laurie Simon Hodrick • Stuart S. Parker • Brian K. Reid • Grace C. Torres |
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OFFICERS |
Stuart S. Parker, President • Scott E. Benjamin, Vice President • Christian J. Kelly, Treasurer and Principal Financial and Accounting Officer • Claudia DiGiacomo, Chief Legal Officer • Dino Capasso, Chief Compliance Officer • Jonathan Corbett, Anti-Money Laundering Compliance Officer • Andrew R. French, Secretary • Melissa Gonzalez, Assistant Secretary • Diana N. Huffman, Assistant Secretary • Kelly A. Coyne, Assistant Secretary • Patrick E. McGuinness, Assistant Secretary • Debra Rubano, Assistant Secretary • Lana Lomuti, Assistant Treasurer • Russ Shupak, Assistant Treasurer • Elyse M. McLaughlin, Assistant Treasurer • Deborah Conway, Assistant Treasurer |
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MANAGER | | PGIM Investments LLC | | 655 Broad Street Newark, NJ 07102 |
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SUBADVISER | | Jennison Associates LLC | | 466 Lexington Avenue New York, NY 10017 |
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DISTRIBUTOR | | Prudential Investment Management Services LLC | | 655 Broad Street Newark, NJ 07102 |
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CUSTODIAN | | The Bank of New York Mellon | | 240 Greenwich Street New York, NY 10286 |
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TRANSFER AGENT | | Prudential Mutual Fund Services LLC | | PO Box 9658 Providence, RI 02940 |
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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | PricewaterhouseCoopers LLP | | 300 Madison Avenue New York, NY 10017 |
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FUND COUNSEL | | Willkie Farr & Gallagher LLP | | 787 Seventh Avenue New York, NY 10019 |
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An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain the prospectus and summary prospectus by visiting our website at pgim.com/investments or by calling (800) 225-1852. The prospectus and summary prospectus should be read carefully before investing. |
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E-DELIVERY |
To receive your mutual fund documents online, go to pgim.com/investments/resource/edelivery and enroll. Instead of receiving printed documents by mail, you will receive notification via email when new materials are available. You can cancel your enrollment or change your email address at any time by visiting the website address above. |
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SHAREHOLDER COMMUNICATIONS WITH TRUSTEES |
Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, PGIM Jennison NextGeneration Global Opportunities Fund, PGIM Investments, Attn: Board of Trustees, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Trustee by writing to that Trustee at the same address. Communications are not screened before being delivered to the addressee. |
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AVAILABILITY OF PORTFOLIO HOLDINGS |
The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT filings are available on the Commission’s website at sec.gov. |
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The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and is available without charge, upon request, by calling (800) 225-1852. |
Mutual Funds:
| | | | |
ARE NOT INSURED BY THE FDIC OR ANY FEDERAL GOVERNMENT AGENCY | | MAY LOSE VALUE | | ARE NOT A DEPOSIT OF OR GUARANTEED BY ANY BANK OR ANY BANK AFFILIATE |
PGIM JENNISON NEXTGENERATION GLOBAL OPPORTUNITIES FUND
| | | | | | | | |
SHARE CLASS | | A | | C | | Z | | R6 |
NASDAQ | | PAHSX | | PAHTX | | PAHUX | | PAHVX |
CUSIP | | 744336611 | | 744336595 | | 744336587 | | 744336579 |
MF247E
Item 2 – Code of Ethics — See Exhibit (a)
As of the end of the period covered by this report, the registrant has adopted a code of ethics (the “Section 406 Standards for Investment Companies – Ethical Standards for Principal Executive and Financial Officers”) that applies to the registrant’s Principal Executive Officer and Principal Financial Officer; the registrant’s Principal Financial Officer also serves as the Principal Accounting Officer.
The registrant hereby undertakes to provide any person, without charge, upon request, a copy of the code of ethics. To request a copy of the code of ethics, contact the registrant 800-225-1852, and ask for a copy of the Section 406 Standards for Investment Companies - Ethical Standards for Principal Executive and Financial Officers.
Item 3 – Audit Committee Financial Expert –
The registrant’s Board has determined that Ms. Grace C. Torres, member of the Board’s Audit Committee is an “audit committee financial expert,” and that she is “independent,” for purposes of this item.
Item 4 – Principal Accountant Fees and Services –
(a) Audit Fees
For the fiscal year ended October 31, 2021 and October 31, 2020, PricewaterhouseCoopers LLP (“PwC”), the Registrant’s principal accountant, billed the Registrant $106,700 and $52,700 respectively, for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.
(b) Audit-Related Fees
For the fiscal years ended October 31, 2021 and October 31, 2020, PwC did not bill the Registrant for audit-related services.
For the fiscal year ended October 31, 2020, fees of $5,103 were billed to the Registrant for services rendered by KPMG LLP (the Registrant’s prior principal accountant) in connection with the auditor transition.
(c) Tax Fees
For the fiscal years ended October 31, 2021 and October 31, 2020: none.
(d) All Other Fees
For the fiscal years ended October 31, 2021 and October 31, 2020: none.
(e) (1) Audit Committee Pre-Approval Policies and Procedures
THE PGIM MUTUAL FUNDS
AUDIT COMMITTEE POLICY
on
Pre-Approval of Services Provided by the Independent
Accountants
The Audit Committee of each PGIM Mutual Fund is charged with the responsibility to monitor the independence of the Fund’s independent accountants. As part of this responsibility, the Audit Committee must pre-approve the independent accounting firm’s engagement to render audit and/or permissible non-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant’s independence. The Committee’s evaluation will be based on:
| • | | a review of the nature of the professional services expected to be provided, |
| • | | a review of the safeguards put into place by the accounting firm to safeguard independence, and |
| • | | periodic meetings with the accounting firm. |
Policy for Audit and Non-Audit Services Provided to the Funds
On an annual basis, the scope of audits for each Fund, audit fees and expenses, and audit-related and non-audit services (and fees proposed in respect thereof) proposed to be performed by the Fund’s independent accountants will be presented by the Treasurer and the independent accountants to the Audit Committee for review and, as appropriate, approval prior to the initiation of such services.
Such presentation shall be accompanied by confirmation by both the Treasurer and the independent accountants that the proposed
non-audit services will not adversely affect the independence of the independent accountants. Such proposed non-audit services shall be described in sufficient detail to enable the Audit Committee to assess the appropriateness of such services and fees, and the compatibility of the provision of such services with the auditor’s independence. The Committee shall receive periodic reports on the progress of the audit and other services which are approved by the Committee or by the Committee Chair pursuant to authority delegated in this Policy.
The categories of services enumerated under “Audit Services”, “Audit-related Services”, and “Tax Services” are intended to provide guidance to the Treasurer and the independent accountants as to those categories of services which the Committee believes are generally consistent with the independence of the independent accountants and which the Committee (or the Committee Chair) would expect upon the presentation of specific proposals to pre-approve. The enumerated categories are not intended as an exclusive list of audit, audit-related or tax services, which the Committee (or the Committee Chair) would consider for pre-approval.
Audit Services
The following categories of audit services are considered to be consistent with the role of the Fund’s independent accountants:
| • | | Annual Fund financial statement audits |
| • | | Seed audits (related to new product filings, as required) |
| • | | SEC and regulatory filings and consents |
Audit-related Services
The following categories of audit-related services are considered to be consistent with the role of the Fund’s independent accountants:
| • | | Accounting consultations |
| • | | Fund merger support services |
| • | | Agreed Upon Procedure Reports |
| • | | Other Internal Control Reports |
Individual audit-related services that fall within one of these categories (except for fund merger support services) and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated). Fees related to fund merger support services are subject to a separate authorized pre-approval by the Audit Committee with fees determined on a per occurrence and merger complexity basis.
Tax Services
The following categories of tax services are considered to be consistent with the role of the Fund’s independent accountants:
| • | | Tax compliance services related to the filing or amendment of the following: |
| • | | Federal, state and local income tax compliance; and, |
| • | | Sales and use tax compliance |
| • | | Timely RIC qualification reviews |
| • | | Tax distribution analysis and planning |
| • | | Tax authority examination services |
| • | | Tax appeals support services |
| • | | Accounting methods studies |
| • | | Fund merger support services |
| • | | Tax consulting services and related projects |
Individual tax services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated).
Other Non-Audit Services
Certain non-audit services that the independent accountants are legally permitted to render will be subject to pre-approval by the Committee or by one or more Committee members to whom the Committee has delegated this authority and who will report to the full Committee any pre-approval decisions made pursuant to this Policy. Non-audit services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.
Proscribed Services
The Fund’s independent accountants will not render services in the following categories of non-audit services:
| • | | Bookkeeping or other services related to the accounting records or financial statements of the Fund |
| • | | Financial information systems design and implementation |
| • | | Appraisal or valuation services, fairness opinions, or contribution-in-kind reports |
| • | | Internal audit outsourcing services |
| • | | Management functions or human resources |
| • | | Broker or dealer, investment adviser, or investment banking services |
| • | | Legal services and expert services unrelated to the audit |
| • | | Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible. |
Pre-approval of Non-Audit Services Provided to Other Entities Within the PGIM Fund Complex
Certain non-audit services provided to PGIM Investments LLC or any of its affiliates that also provide ongoing services to the PGIM Mutual Funds will be subject to pre-approval by the Audit Committee. The only non-audit services provided to these entities that will require pre-approval are those related directly to the operations and financial reporting of the Funds. Individual projects that are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $30,000. Services presented for pre-approval pursuant to this
paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.
Although the Audit Committee will not pre-approve all services provided to PGIM Investments LLC and its affiliates, the Committee will receive an annual report from the Fund’s independent accounting firm showing the aggregate fees for all services provided to PGIM Investments and its affiliates.
(e) (2) Percentage of services referred to in 4(b) – 4(d) that were approved by the audit committee –
For the fiscal years ended October 31, 2021 and October 31, 2020, 100% of the services referred to in Item 4(b) was approved by the audit committee.
(f) Percentage of hours expended attributable to work performed by other than full time employees of principal accountant if greater than 50%.
The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.
(g) Non-Audit Fees
The aggregate non-audit fees billed by the Registrant’s principal accountant for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years ended October 31, 2021 and October 31, 2020 was $0 and $0, respectively.
(h) Principal Accountant’s Independence
Not applicable as the Registrant’s principal accountant has not provided non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.
Item 5 – Audit Committee of Listed Registrants – Not applicable.
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Item 6 – | | Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form. |
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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.
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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 |
| (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 – Controls and Procedures - Disclosure of Securities Lending Activities for Closed-End Management Investment Companies – Not applicable.
Item 13 – Exhibits
(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.
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.
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Registrant: | | Prudential Investment Portfolios 12 |
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By: | | /s/ Andrew R. French |
| | Andrew R. French |
| | Secretary |
| |
Date: | | December 16, 2021 |
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.
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By: | | /s/ Stuart S. Parker |
| | Stuart S. Parker |
| | President and Principal Executive Officer |
| |
Date: | | December 16, 2021 |
| |
By: | | /s/ Christian J. Kelly |
| | Christian J. Kelly |
| | Treasurer and Principal Financial and Accounting Officer |
| |
Date: | | December 16, 2021 |