Form N-CSR PRUDENTIAL INVESTMENT For: Aug 31

October 27, 2021 9:41 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES

 

Investment Company Act file number:    811-04864
Exact name of registrant as specified in charter:    Prudential Investment Portfolios 7
Address of principal executive offices:   

655 Broad Street, 17th Floor

Newark, New Jersey 07102

Name and address of agent for service:   

Andrew R. French

655 Broad Street, 17th Floor

Newark, New Jersey 07102

Registrant’s telephone number, including area code:    800-225-1852
Date of fiscal year end:    8/31/2021
Date of reporting period:    8/31/2021


Item 1 – Reports to Stockholders


LOGO

PGIM JENNISON VALUE FUND

 

 

ANNUAL REPORT

AUGUST 31, 2021

 

LOGO

 

 

To enroll in e-delivery, go to pgim.com/investments/resource/edelivery

 


 

Table of Contents

 

Letter from the President

    3      

Your Fund’s Performance

    4  

Growth of a $10,000 Investment

    5  

Strategy and Performance Overview

    8  

Fees and Expenses

    11  

Holdings and Financial Statements

    13  

Approval of Advisory Agreements

       

 

 

 

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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Letter from the President

 

LOGO      Dear Shareholder:
    

 

We hope you find the annual report for the PGIM Jennison Value Fund informative and useful. The report covers performance for the 12-month period that ended August 31, 2021.

    

 

The COVID-19 pandemic had a significant impact on the global economy and markets early in 2020, but a dramatic recovery was underway as the summer began. The Federal Reserve slashed interest rates 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 later in the year.

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 in the fall 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.

Much of the bond market performed well during the period as investors sought safety in fixed income. Investment-grade bonds in the US declined slightly as the economy recovered, but global bonds and 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, restarting 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 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,

 

LOGO

Stuart S. Parker, President

PGIM Jennison Value Fund

October 15, 2021

 

PGIM Jennison Value 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 8/31/21
     One Year (%)    Five Years (%)    Ten Years (%)    Since Inception (%)  

  Class A

                 

  (with sales charges)

       28.31        10.82        9.81   

  (without sales charges)

       35.78        12.08        10.43   

  Class C

                 

  (with sales charges)

       32.98        10.97        9.49   

  (without sales charges)

       33.98        10.97        9.49   

  Class R

                 

  (without sales charges)

       35.25        11.68        10.12   

  Class Z

                 

  (without sales charges)

       36.09        12.39        10.75   

  Class R6

                 

  (without sales charges)

       36.28        12.53        N/A    10.95 (10/31/2011)

  Russell 1000 Value Index

                 
       36.44        11.68        13.03   

  S&P 500 Index

                 
         31.16        18.01        16.33   

 

Average Annual Total Returns as of 8/31/21 Since Inception (%)
     Class R6
  (10/31/2011)  

  Russell 1000 Value Index

   12.92

  S&P 500 Index

   16.26

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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Growth of a $10,000 Investment (unaudited)

 

LOGO

The graph compares a $10,000 investment in the Fund’s Class Z shares with a similar investment in the Russell 1000 Value Index and the S&P 500 Index by portraying the initial account values at the beginning of the 10-year period (August 31, 2011) and the account values at the end of the current fiscal year (August 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 graphs 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 Value 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 R               Class Z               Class R6        
           
Maximum initial sales charge   5.50% of the public offering price   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
           
Annual 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   None

Benchmark Definitions

Russell 1000 Value Index—The Russell 1000 Value Index is an unmanaged index comprising those securities in the Russell 1000 Index with a less-than-average growth orientation. Companies in this Index generally have low price-to-book and price-to-earnings ratios, higher dividend yields, and lower forecasted growth values.

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. 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.

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.

 

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Presentation of Fund Holdings as of 8/31/21

 

  Ten Largest Holdings    Line of Business      % of Net Assets  

  JPMorgan Chase & Co.

   Banks    3.4%

  Goldman Sachs Group, Inc. (The)

   Capital Markets    2.8%

  Alphabet, Inc. (Class A Stock)

   Interactive Media & Services    2.8%

  Bank of America Corp.

   Banks    2.5%

  Eli Lilly & Co.

   Pharmaceuticals    2.2%

  Chubb Ltd.

   Insurance    2.2%

  Linde plc (United Kingdom)

   Chemicals    2.1%

  Chevron Corp.

   Oil, Gas & Consumable Fuels    2.1%

  PNC Financial Services Group, Inc. (The)

   Banks    2.1%

  Truist Financial Corp.

   Banks    2.1%

Holdings reflect only long-term investments and are subject to change.

 

PGIM Jennison Value Fund       7


Strategy and Performance Overview (unaudited)

 

How did the Fund perform?

The PGIM Jennison Value Fund’s Class Z shares returned 36.09% in the 12-month reporting period that ended August 31, 2021, slightly underperforming the 36.44% return of the Russell 1000 Value Index (the Index).

What were the market conditions?

 

·  

Equity markets continued to rally in the second half of 2020, as fiscal stimulus blunted the COVID-19 pandemic’s effects on the economy and record-low interest rates bolstered liquidity and stabilized asset prices. Productivity-enhancing products and services—e-commerce, cloud computing, streaming entertainment, electronic payments—increased in demand, and the valuations of many of these companies expanded meaningfully.

 

·  

Beginning in September 2020, investors began to favor areas of the market that were most exposed to an economic recovery and most debilitated by the pandemic. This rotation extended into the first quarter of 2021, boosting valuations of cyclical companies and reducing the earnings multiples of secular growth companies.

 

·  

US growth stocks rebounded in the second quarter of 2021, led by the technology and communication services sectors. June marked a turning point in the US economic reopening and reflation outlook, as the Federal Reserve’s (the Fed’s) comments began to reflect concerns about labor shortages and rising prices.

 

·  

Corporate profit growth has been strong so far in 2021, highlighting the expanding recovery and boosting business confidence to its highest level since the early days of the pandemic.

 

·  

Within the Index, all 11 sectors advanced during the period. The financials, energy, and real estate sectors gained the most, while the consumer staples, utilities, and healthcare sectors rose the least.

What worked?

 

·  

Within financials, the Fund’s stock selections in asset management & custody banks, along with overweight positions relative to the Index in consumer finance and diversified banks, all positively contributed to performance during the reporting period.

 

·  

With its diversified business mix and strong balance sheet, JPMorgan Chase & Co. was among the strongest banks able to withstand the pandemic. JPMorgan benefited from a steepening yield curve and an improving macroeconomic outlook. Positive economic commentary from the Fed and the potential for loan growth acceleration also supported bank stocks. Jennison favored JPMorgan’s stock during the period, and continues to favor it, given its strategic growth initiatives that focus on leveraging scale, deepening customer relationships across its diversified businesses, and committing to investment spending and productivity improvements.

 

·  

Shares of Goldman Sachs Group, Inc. performed strongly during the period following several quarters of earnings per share (EPS) growth that exceeded analysts’

 

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expectations. In the first quarter of 2021, Goldman reported its highest quarterly revenue since 2009. Record investment banking fees, strong results from global markets, and sound consumer and wealth management practices all contributed to Goldman exceeding consensus EPS estimates by 80% during the first quarter. Jennison continues to favor the stock given its strong capital position and ongoing improvement efforts.

 

·  

Shares of Capital One Financial Corp. rose during the period due to continued card loan growth, strong credit, and credit quality. Capital One’s credit card purchase volume grew year over year, and its automobile loan growth business was strong. The company’s management has been transforming the organization into what it views as a leading technology firm that does banking. Management has fully integrated digital capabilities into the business, as opposed to merely “bolting them on” to its traditional banking business. Jennison has maintained its position in the stock, believing the company is ahead of its banking peers in digital transformation—investments that likely will lead to long-term growth and efficiency.

 

·  

Within the healthcare sector, stock selections in pharmaceuticals also added to gains relative to the Index during the period.

What didn’t work?

 

·  

Allocations to SAP SE ADR, the world’s largest vendor of enterprise resource planning software, hampered Fund performance during the period. The pandemic slowed demand for SAP’s products and services through the first half of 2021. In October 2020, management reset its medium-term targets, pushing them out by two years. While investors expected margins to be reset, the magnitude likely was larger than initially anticipated, in Jennison’s view, putting downward pressure on the company’s share price. Jennison believed the stock had value. However, given SAP’s underwhelming market outlook, along with increased competition and challenges as it steps up its cloud-based offerings, the Fund sold its position at the end of October 2020 in favor of more attractive investments.

 

·  

Shares of Delta Air Lines, Inc. struggled over the period, as airline stocks came under pressure from investors worried that new COVID-19 variants could pause a recovery in travel. In March 2021, Delta reported improved revenue momentum and cash flows. In July 2021, second-quarter earnings beat expectations, highlighting accelerating booking trends. Jennison initiated a position in Delta at the end of February 2021, believing the airline should benefit as corporate travel and profitability improved. During the period, Jennison believes the airline is well positioned, given its relatively low cost structure and high market share among core airports. Additionally, Delta continues to make progress on fleet simplifications and cost reductions, while maintaining a manageable balance sheet compared with its industry peers.

 

·  

Unsuccessful stock selections within the utilities and consumer staples sectors hampered Fund performance during the period.

 

PGIM Jennison Value Fund       9


Strategy and Performance Overview (continued)

 

·  

Within the consumer staples sector, Reckitt Benckiser Group plc, a leading manufacturer of consumer health, hygiene, and home products, made progress on its transformation plan during the period. Historically, the company has lagged its industry peers due to poor execution and management’s focus on mergers and acquisitions. However, new management is strategically overhauling the business over the next three to four years, aiming to restore top-line growth and operating margins. After Reckitt’s stock achieved what Jennison believed was a fair market valuation, the Fund sold its position at the end of November 2020 in favor of more attractive investments.

 

·  

Jennison also sold its stock positions in Northrup Grumman Corp. and American Electric Power Company, Inc. during the period.

Current outlook

 

·  

Jennison remains committed to its process and investment philosophy and believes that patience and a long-term perspective—coupled with disciplined risk controls—are needed to outperform in today’s environment.

 

·  

More than ever, Jennison continues to focus on companies’ cash-flow strength and dependability, believing this leads to higher levels of franchise durability. Jennison continually assesses its holdings and strongly believes that its portfolio consists of businesses with short-term valuations that do not reflect their true long-term intrinsic value.

 

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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 August 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 Value 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 Value Fund   

  

Beginning

      Account Value      

March 1, 2021

  

Ending

      Account Value      

August 31, 2021

  

Annualized

Expense

      Ratio Based on the      

Six-Month Period

 

Expenses Paid

During the

      Six-Month Period*       

   

 Class A

  Actual    $1,000.00    $1,151.90    1.07%     $  5.80  
   
  Hypothetical    $1,000.00    $1,019.81    1.07%     $  5.45  

 Class C

  Actual    $1,000.00    $1,145.10    2.18%     $11.79  
   
  Hypothetical    $1,000.00    $1,014.22    2.18%     $11.07        

 Class R

  Actual    $1,000.00    $1,149.90    1.36%     $  7.37  
   
  Hypothetical    $1,000.00    $1,018.35    1.36%     $  6.92  

 Class Z

  Actual    $1,000.00    $1,152.60    0.84%     $  4.56  
   
  Hypothetical    $1,000.00    $1,020.97    0.84%     $  4.28  

 Class R6

  Actual    $1,000.00    $1,153.80    0.70%     $  3.80  
   
    Hypothetical    $1,000.00    $1,021.68    0.70%     $  3.57  

*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 August 31, 2021, and divided by the 365 days in the Fund’s fiscal year ended August 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.

 

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Schedule of Investments

as of August 31, 2021

 

  Description    Shares            Value  

LONG-TERM INVESTMENTS    98.0%

 

  

COMMON STOCKS

     

Aerospace & Defense    2.8%

                 

Airbus SE (France)*

     45,524      $ 6,237,605  

Raytheon Technologies Corp.

     93,748        7,946,080  
     

 

 

 
        14,183,685  

Air Freight & Logistics    0.9%

                 

FedEx Corp.

     16,549        4,396,904  

Airlines    0.9%

                 

Delta Air Lines, Inc.*

     106,431        4,304,070  

Automobiles    1.7%

                 

General Motors Co.*

     175,588        8,605,568  

Banks    11.7%

                 

Bank of America Corp.

     299,504            12,504,292  

Citigroup, Inc.

     115,283        8,290,001  

JPMorgan Chase & Co.

     106,657        17,059,787  

PNC Financial Services Group, Inc. (The)

     55,177        10,544,325  

Truist Financial Corp.

     184,174        10,508,968  
     

 

 

 
        58,907,373  

Beverages    1.4%

                 

PepsiCo, Inc.

     44,451        6,951,692  

Biotechnology    1.3%

                 

AbbVie, Inc.

     52,291        6,315,707  

Building Products    2.0%

                 

Johnson Controls International PLC

     137,208        10,263,158  

Capital Markets    4.5%

                 

Blackstone, Inc.

     66,896        8,410,834  

Goldman Sachs Group, Inc. (The)

     34,728        14,360,375  
     

 

 

 
        22,771,209  

Chemicals    3.5%

                 

Dow, Inc.

     109,826        6,908,056  

Linde PLC (United Kingdom)

     34,297        10,789,493  
     

 

 

 
        17,697,549  

 

See Notes to Financial Statements.

PGIM Jennison Value Fund    13


Schedule of Investments   (continued)

as of August 31, 2021

 

  Description    Shares            Value  

COMMON STOCKS (Continued)

     

Communications Equipment    1.4%

                 

Cisco Systems, Inc.

     117,605      $ 6,941,047  

Consumer Finance    3.2%

                 

Capital One Financial Corp.

     61,233        10,162,841  

SLM Corp.

     305,899        5,735,606  
     

 

 

 
        15,898,447  

Containers & Packaging    1.5%

                 

Crown Holdings, Inc.

     68,298        7,498,437  

Electrical Equipment    1.1%

                 

Emerson Electric Co.

     50,594        5,337,667  

Entertainment    2.0%

                 

Walt Disney Co. (The)*

     56,732            10,285,512  

Equity Real Estate Investment Trusts (REITs)    2.6%

                 

Alexandria Real Estate Equities, Inc.

     18,701        3,859,325  

American Campus Communities, Inc.

     96,050        4,884,143  

American Tower Corp.

     15,011        4,385,764  
     

 

 

 
        13,129,232  

Food & Staples Retailing    2.0%

                 

Walmart, Inc.

     66,332        9,823,769  

Food Products    1.5%

                 

Mondelez International, Inc. (Class A Stock)

     118,584        7,360,509  

Health Care Equipment & Supplies    3.4%

                 

Abbott Laboratories

     78,480        9,917,518  

Zimmer Biomet Holdings, Inc.

     47,287        7,114,329  
     

 

 

 
        17,031,847  

Health Care Providers & Services    2.4%

                 

Cigna Corp.

     23,424        4,957,690  

Laboratory Corp. of America Holdings*

     23,761        7,208,612  
     

 

 

 
        12,166,302  

 

See Notes to Financial Statements.

 

14


    

 

  Description    Shares            Value  

COMMON STOCKS (Continued)

     

Hotels, Restaurants & Leisure    2.0%

                 

McDonald’s Corp.

     24,172      $ 5,739,883  

Royal Caribbean Cruises Ltd.*(a)

     54,931        4,544,442  
     

 

 

 
        10,284,325  

Household Durables    0.9%

                 

D.R. Horton, Inc.

     49,684        4,750,784  

Household Products    0.9%

                 

Procter & Gamble Co. (The)

     33,582        4,781,741  

Industrial Conglomerates    1.1%

                 

General Electric Co.

     52,180        5,500,294  

Insurance    5.7%

                 

Chubb Ltd.

     59,442        10,932,573  

Marsh & McLennan Cos., Inc.

     33,227        5,223,284  

MetLife, Inc.

     120,167        7,450,354  

RenaissanceRe Holdings Ltd. (Bermuda)

     32,331        5,067,238  
     

 

 

 
            28,673,449  

Interactive Media & Services    2.8%

                 

Alphabet, Inc. (Class A Stock)*

     4,951        14,327,946  

Machinery    3.7%

                 

Deere & Co.

     16,169        6,112,367  

Fortive Corp.

     67,307        4,971,968  

Otis Worldwide Corp.

     80,487        7,422,511  
     

 

 

 
        18,506,846  

Media    0.8%

                 

Comcast Corp. (Class A Stock)

     65,372        3,966,773  

Multi-Utilities    3.3%

                 

Ameren Corp.

     69,466        6,093,557  

Dominion Energy, Inc.

     132,376        10,304,148  
     

 

 

 
        16,397,705  

Oil, Gas & Consumable Fuels    5.0%

                 

Chevron Corp.

     111,477        10,787,629  

 

See Notes to Financial Statements.

PGIM Jennison Value Fund    15


Schedule of Investments   (continued)

as of August 31, 2021

 

  Description    Shares            Value  

COMMON STOCKS (Continued)

     

Oil, Gas & Consumable Fuels (cont’d.)

                 

ConocoPhillips

     175,098      $ 9,723,192  

Williams Cos., Inc. (The)

     193,627        4,780,651  
     

 

 

 
        25,291,472  

Pharmaceuticals    5.0%

                 

AstraZeneca PLC (United Kingdom), ADR

     125,435        7,310,352  

Bristol-Myers Squibb Co.

     102,409        6,847,066  

Eli Lilly & Co.

     42,474            10,970,609  
     

 

 

 
        25,128,027  

Road & Rail    1.4%

                 

Union Pacific Corp.

     33,438        7,250,696  

Semiconductors & Semiconductor Equipment    5.7%

                 

Broadcom, Inc.

     20,383        10,134,632  

Lam Research Corp.

     7,722        4,670,420  

QUALCOMM, Inc.

     41,907        6,147,338  

Texas Instruments, Inc.

     41,573        7,936,701  
     

 

 

 
        28,889,091  

Software    2.6%

                 

Microsoft Corp.

     31,317        9,453,976  

PTC, Inc.*

     27,445        3,613,409  
     

 

 

 
        13,067,385  

Specialty Retail    2.6%

                 

Lowe’s Cos., Inc.

     31,495        6,421,515  

Ross Stores, Inc.

     55,622        6,585,645  
     

 

 

 
        13,007,160  

Technology Hardware, Storage & Peripherals    1.6%

                 

Apple, Inc.

     51,535        7,824,559  

Trading Companies & Distributors    1.1%

                 

United Rentals, Inc.*(a)

     16,222        5,720,688  
     

 

 

 

TOTAL LONG-TERM INVESTMENTS
    (cost $276,538,512)

            493,238,625  
     

 

 

 

 

See Notes to Financial Statements.

 

16


    

 

  Description    Shares            Value  

SHORT-TERM INVESTMENTS    2.9%

     

AFFILIATED MUTUAL FUNDS

     

PGIM Core Ultra Short Bond Fund(wa)

     9,968,531      $ 9,968,531  

PGIM Institutional Money Market Fund
    (cost $4,615,529; includes $4,615,257 of cash collateral for securities on loan)(b)(wa)

     4,618,373        4,615,601  
     

 

 

 

TOTAL SHORT-TERM INVESTMENTS
    
(cost $14,584,060)

        14,584,132  
     

 

 

 

TOTAL INVESTMENTS    100.9%
    
(cost $291,122,572)

            507,822,757  

Liabilities in excess of other assets    (0.9)%

        (4,346,202
     

 

 

 

NET ASSETS 100.0%

      $ 503,476,555  
     

 

 

 

 

 

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

ADR—American Depositary Receipt

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 $4,551,399; cash collateral of $4,615,257 (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.

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.

 

See Notes to Financial Statements.

PGIM Jennison Value Fund    17


Schedule of Investments   (continued)

as of August 31, 2021

 

The following is a summary of the inputs used as of August 31, 2021 in valuing such portfolio securities:

 

     Level 1      Level 2      Level 3  

Investments in Securities

        

Assets

        

Long-Term Investments

        

Common Stocks

        

Aerospace & Defense

     $    7,946,080        $6,237,605         $—  

Air Freight & Logistics

     4,396,904                  —  

Airlines

     4,304,070                  —  

Automobiles

     8,605,568                  —  

Banks

     58,907,373                  —  

Beverages

     6,951,692                  —  

Biotechnology

     6,315,707                  —  

Building Products

     10,263,158                  —  

Capital Markets

     22,771,209                  —  

Chemicals

     17,697,549                  —  

Communications Equipment

     6,941,047                  —  

Consumer Finance

     15,898,447                  —  

Containers & Packaging

     7,498,437                  —  

Electrical Equipment

     5,337,667                  —  

Entertainment

     10,285,512                  —  

Equity Real Estate Investment Trusts (REITs)

     13,129,232                  —  

Food & Staples Retailing

     9,823,769                  —  

Food Products

     7,360,509                  —  

Health Care Equipment & Supplies

     17,031,847                  —  

Health Care Providers & Services

     12,166,302                  —  

Hotels, Restaurants & Leisure

     10,284,325                  —  

Household Durables

     4,750,784                  —  

Household Products

     4,781,741                  —  

Industrial Conglomerates

     5,500,294                  —  

Insurance

     28,673,449                  —  

Interactive Media & Services

     14,327,946                  —  

Machinery

     18,506,846                  —  

Media

     3,966,773                  —  

Multi-Utilities

     16,397,705                  —  

Oil, Gas & Consumable Fuels

     25,291,472                  —  

Pharmaceuticals

     25,128,027                  —  

Road & Rail

     7,250,696                  —  

Semiconductors & Semiconductor Equipment

     28,889,091                  —  

Software

     13,067,385                  —  

Specialty Retail

     13,007,160                  —  

Technology Hardware, Storage & Peripherals

     7,824,559                  —  

Trading Companies & Distributors

     5,720,688                  —  

Short-Term Investments

        

Affiliated Mutual Funds

     14,584,132                  —  
  

 

 

    

 

 

    

Total

     $501,585,152        $6,237,605             $—      
  

 

 

    

 

 

    

 

 

 

 

See Notes to Financial Statements.

 

18


    

 

Industry Classification:

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of August 31, 2021 were as follows (unaudited):

 

Banks

     11.7

Semiconductors & Semiconductor Equipment

     5.7  

Insurance

     5.7  

Oil, Gas & Consumable Fuels

     5.0  

Pharmaceuticals

     5.0  

Capital Markets

     4.5  

Machinery

     3.7  

Chemicals

     3.5  

Health Care Equipment & Supplies

     3.4  

Multi-Utilities

     3.3  

Consumer Finance

     3.2  

Affiliated Mutual Funds (0.9% represents investments purchased with collateral from securities on loan)

     2.9  

Interactive Media & Services

     2.8  

Aerospace & Defense

     2.8  

Equity Real Estate Investment Trusts (REITs)

     2.6  

Software

     2.6  

Specialty Retail

     2.6  

Health Care Providers & Services

     2.4  

Entertainment

     2.0  

Hotels, Restaurants & Leisure

     2.0  

Building Products

     2.0  

Food & Staples Retailing

     2.0

Automobiles

     1.7  

Technology Hardware, Storage & Peripherals

     1.6  

Containers & Packaging

     1.5  

Food Products

     1.5  

Road & Rail

     1.4  

Beverages

     1.4  

Communications Equipment

     1.4  

Biotechnology

     1.3  

Trading Companies & Distributors

     1.1  

Industrial Conglomerates

     1.1  

Electrical Equipment

     1.1  

Household Products

     0.9  

Household Durables

     0.9  

Air Freight & Logistics

     0.9  

Airlines

     0.9  

Media

     0.8  
  

 

 

 
     100.9  

Liabilities in excess of other assets

     (0.9
  

 

 

 
     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

      $ 4,551,399        $ (4,551,399 )            $
     

 

 

        

 

 

        

 

 

 

 

 

(1)

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

 

See Notes to Financial Statements.

PGIM Jennison Value Fund    19


Statement of Assets and Liabilities

as of August 31, 2021

 

Assets

            

Investments at value, including securities on loan of $4,551,399:

      

Unaffiliated investments (cost $276,538,512)

   $ 493,238,625    

Affiliated investments (cost $14,584,060)

     14,584,132    

Dividends receivable

     816,558    

Receivable for Fund shares sold

     472,712    

Tax reclaim receivable

     61,989    

Prepaid expenses and other assets

     19,221    
  

 

 

   

Total Assets

     509,193,237    
  

 

 

   

Liabilities

            

Payable to broker for collateral for securities on loan

     4,615,257    

Payable for Fund shares purchased

     558,561    

Management fee payable

     259,154    

Distribution fee payable

     117,693    

Accrued expenses and other liabilities

     104,393    

Affiliated transfer agent fee payable

     59,410    

Trustees’ fees payable

     2,214    
  

 

 

   

Total Liabilities

     5,716,682    
  

 

 

   

Net Assets

   $ 503,476,555    
  

 

 

   
              

Net assets were comprised of:

    

Shares of beneficial interest, at par

   $ 220,605    

Paid-in capital in excess of par

     261,206,067    

Total distributable earnings (loss)

     242,049,883    
  

 

 

   

Net assets, August 31, 2021

   $ 503,476,555    
  

 

 

   

 

See Notes to Financial Statements.

 

20


    

 

Class A

                 

Net asset value and redemption price per share,

($441,272,640 ÷ 19,331,182 shares of beneficial interest issued and outstanding)

   $ 22.83              

Maximum sales charge (5.50% of offering price)

     1.33     
  

 

 

    

Maximum offering price to public

   $ 24.16     
  

 

 

    

Class C

                 

Net asset value, offering price and redemption price per share,

($3,427,229 ÷ 158,445 shares of beneficial interest issued and outstanding)

   $ 21.63     
  

 

 

    

Class R

                 

Net asset value, offering price and redemption price per share,

($7,808,931 ÷ 343,963 shares of beneficial interest issued and outstanding)

   $ 22.70     
  

 

 

    

Class Z

                 

Net asset value, offering price and redemption price per share,

($22,585,061 ÷ 986,491 shares of beneficial interest issued and outstanding)

   $ 22.89     
  

 

 

    

Class R6

                 

Net asset value, offering price and redemption price per share,

($28,382,694 ÷ 1,240,416 shares of beneficial interest issued and outstanding)

   $ 22.88     
  

 

 

    

 

See Notes to Financial Statements.

PGIM Jennison Value Fund    21


Statement of Operations

Year Ended August 31, 2021

 

Net Investment Income (Loss)

        

Income

  

Unaffiliated dividend income (net of $13,505 foreign withholding tax)

   $ 8,539,641  

Income from securities lending, net (including affiliated income of $11,143)

     17,358  

Affiliated dividend income

     6,991  
  

 

 

 

Total income

     8,563,990  
  

 

 

 

Expenses

  

Management fee

     2,665,469  

Distribution fee(a)

     1,272,682  

Transfer agent’s fees and expenses (including affiliated expense of $300,077)(a)

     613,066  

Custodian and accounting fees

     65,411  

Registration fees(a)

     64,755  

Shareholders’ reports

     30,155  

Audit fee

     28,426  

Legal fees and expenses

     22,632  

Trustees’ fees

     14,994  

Miscellaneous

     23,671  
  

 

 

 

Total expenses

     4,801,261  

Less: Fee waiver and/or expense reimbursement(a)

     (6,187

  Distribution fee waiver(a)

     (17,663
  

 

 

 

Net expenses

     4,777,411  
  

 

 

 

Net investment income (loss)

     3,786,579  
  

 

 

 

Realized And Unrealized Gain (Loss) On Investment And Foreign Currency Transactions

        

Net realized gain (loss) on:

  

Investment transactions (including affiliated of $3,279)

     24,970,290  

Foreign currency transactions

     964  
  

 

 

 
     24,971,254  
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

Investments (including affiliated of $(11,012))

     105,082,307  

Foreign currencies

     (620
  

 

 

 
     105,081,687  
  

 

 

 

Net gain (loss) on investment and foreign currency transactions

     130,052,941  
  

 

 

 

Net Increase (Decrease) In Net Assets Resulting From Operations

   $ 133,839,520  
  

 

 

 

 

(a)   Class specific expenses and waivers were as follows:

 

     Class A      Class C      Class R     Class Z      Class R6  

Distribution fee

     1,190,893        28,799        52,990               

Transfer agent’s fees and expenses

     551,535        8,986        9,729       42,656        160  

Registration fees

     18,283        11,777        10,247       15,151        9,297  

Fee waiver and/or expense reimbursement

                                (6,187

Distribution fee waiver

                   (17,663             

 

See Notes to Financial Statements.

 

22


Statements of Changes in Net Assets

 

    

Year Ended

August 31,

 
  

 

 

 
     2021     2020  

Increase (Decrease) in Net Assets

                

Operations

    

Net investment income (loss)

   $ 3,786,579     $ 5,599,865  

Net realized gain (loss) on investment and foreign currency transactions

     24,971,254       14,267,093  

Net change in unrealized appreciation (depreciation) on investments and foreign currencies

     105,081,687       (15,472,926
  

 

 

   

 

 

 

Net increase (decrease) in net assets resulting from operations

     133,839,520       4,394,032  
  

 

 

   

 

 

 

Dividends and Distributions

    

Distributions from distributable earnings

    

Class A

     (14,676,285     (33,860,057

Class B

           (94,016

Class C

     (79,510     (319,906

Class R

     (244,950     (577,452

Class Z

     (1,263,023     (3,043,449

Class R6

     (34,890     (55,926
  

 

 

   

 

 

 
     (16,298,658     (37,950,806
  

 

 

   

 

 

 

Fund share transactions (Net of share conversions)

    

Net proceeds from shares sold

     31,494,606       14,841,352  

Net asset value of shares issued in reinvestment of dividends and distributions

     16,011,718       37,226,569  

Cost of shares purchased

     (48,723,730     (64,535,504
  

 

 

   

 

 

 

Net increase (decrease) in net assets from Fund share transactions

     (1,217,406     (12,467,583
  

 

 

   

 

 

 

Total increase (decrease)

     116,323,456       (46,024,357

Net Assets:

                

Beginning of year

     387,153,099       433,177,456  
  

 

 

   

 

 

 

End of year

   $ 503,476,555     $ 387,153,099  
  

 

 

   

 

 

 

 

See Notes to Financial Statements.

PGIM Jennison Value Fund    23


Financial Highlights

 

           

Class A Shares

                                        
      Year Ended August 31,  
   
      2021     2020     2019     2018     2017  
   

Per Share Operating Performance(a):

                                        

Net Asset Value, Beginning of Year

     $17.50       $18.92       $20.93       $19.89       $17.96  

Income (loss) from investment operations:

                                        

Net investment income (loss)

     0.17       0.25       0.24       0.20       0.19  
Net realized and unrealized gain (loss) on investment and foreign currency transactions      5.91       0.04 (b)       (0.56     2.24       2.54  

Total from investment operations

     6.08       0.29       (0.32     2.44       2.73  

Less Dividends and Distributions:

                                        

Dividends from net investment income

     (0.24     (0.26     (0.23     (0.20     (0.22

Distributions from net realized gains

     (0.51     (1.45     (1.46     (1.20     (0.58

Total dividends and distributions

     (0.75     (1.71     (1.69     (1.40     (0.80

Net asset value, end of year

     $22.83       $17.50       $18.92       $20.93       $19.89  

Total Return(c):

     35.78     0.96     (0.73 )%      12.56     15.46
                                          

Ratios/Supplemental Data:

                                        

Net assets, end of year (000)

     $441,273       $351,437       $387,717       $426,573       $420,155  

Average net assets (000)

     $396,964       $360,910       $394,572       $429,922       $427,252  

Ratios to average net assets(d)(e):

                                        

Expenses after waivers and/or expense reimbursement

     1.09     1.12     1.11     1.06     1.10

Expenses before waivers and/or expense reimbursement

     1.09     1.12     1.11     1.06     1.10

Net investment income (loss)

     0.85     1.40     1.28     0.99     1.01

Portfolio turnover rate(f)

     19     31     26     21     15

 

(a)

Calculated based on average shares outstanding during the year.

(b)

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.

(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 year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP.

(d)

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

(e)

Effective September 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(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.

 

24


    

 

           

Class C Shares

                                        
      Year Ended August 31,  
   
      2021     2020     2019     2018     2017  
   

Per Share Operating Performance(a):

                                        

Net Asset Value, Beginning of Year

     $16.65       $18.12       $20.13       $19.20       $17.37  

Income (loss) from investment operations:

                                        

Net investment income (loss)

     (0.09 )(b)      0.03       0.06       0.03       0.06  

Net realized and unrealized gain (loss) on investment and foreign currency transactions

     5.62       0.04 (c)      (0.54     2.16       2.45  

Total from investment operations

     5.53       0.07       (0.48     2.19       2.51  

Less Dividends and Distributions:

                                        

Dividends from net investment income

     (0.04     (0.09     (0.07     (0.06     (0.10

Distributions from net realized gains

     (0.51     (1.45     (1.46     (1.20     (0.58

Total dividends and distributions

     (0.55     (1.54     (1.53     (1.26     (0.68

Net asset value, end of year

     $21.63       $16.65       $18.12       $20.13       $19.20  

Total Return(d):

     33.98     (0.24 )%      (1.68 )%      11.65     14.68
                                          

Ratios/Supplemental Data:

                                        

Net assets, end of year (000)

     $3,427       $2,561       $4,320       $15,073       $16,298  

Average net assets (000)

     $2,880       $3,456       $10,131       $15,977       $17,274  

Ratios to average net assets(e)(f):

                                        

Expenses after waivers and/or expense reimbursement

     2.36     2.36     2.00     1.87     1.80

Expenses before waivers and/or expense reimbursement

     2.36     2.36     2.00     1.87     1.80

Net investment income (loss)

     (0.45 )%      0.17     0.31     0.17     0.31

Portfolio turnover rate(g)

     19     31     26     21     15

 

(a)

Calculated based on average shares outstanding during the year.

(b)

The per share amount of net investment income (loss) does not directly correlate to the amounts reported in the Statement of Operations due to class specific expenses.

(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 year reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP.

(e)

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

(f)

Effective September 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(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 Value Fund    25


Financial Highlights (continued)

    

 

           

Class R Shares

                                        
      Year Ended August 31,  
   
      2021     2020     2019     2018     2017  
   

Per Share Operating Performance(a):

                                        

Net Asset Value, Beginning of Year

   $ 17.41     $ 18.83     $ 20.83     $ 19.83     $ 17.91  

Income (loss) from investment operations:

                                        

Net investment income (loss)

     0.10       0.18       0.16       0.12       0.15  

Net realized and unrealized gain (loss) on investment and foreign currency transactions

     5.88       0.04 (b)      (0.56     2.23       2.53  

Total from investment operations

     5.98       0.22       (0.40     2.35       2.68  

Less Dividends and Distributions:

                                        

Dividends from net investment income

     (0.18     (0.19     (0.14     (0.15     (0.18

Distributions from net realized gains

     (0.51     (1.45     (1.46     (1.20     (0.58

Total dividends and distributions

     (0.69     (1.64     (1.60     (1.35     (0.76

Net asset value, end of year

   $ 22.70     $ 17.41     $ 18.83     $ 20.83     $ 19.83  

Total Return(c):

     35.25     0.58     (1.10 )%      12.11     15.24
                                          

Ratios/Supplemental Data:

                                        

Net assets, end of year (000)

   $ 7,809     $ 6,239     $ 6,772     $ 7,900     $ 8,449  

Average net assets (000)

   $ 7,065     $ 6,328     $ 7,091     $ 8,257     $ 8,872  

Ratios to average net assets(d)(e):

                                        

Expenses after waivers and/or expense reimbursement

     1.42     1.52     1.51     1.46     1.30

Expenses before waivers and/or expense reimbursement

     1.67     1.77     1.76     1.71     1.55

Net investment income (loss)

     0.51     1.01     0.87     0.58     0.81

Portfolio turnover rate(f)

     19     31     26     21     15

 

(a)

Calculated based on average shares outstanding during the year.

(b)

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.

(c)

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.

(d)

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

(e)

Effective September 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(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.

 

26


    

 

           

Class Z Shares

                                        
      Year Ended August 31,  
   
      2021     2020     2019     2018     2017  
   

Per Share Operating Performance(a):

                                        

Net Asset Value, Beginning of Year

     $17.55       $18.97       $20.99       $19.95       $18.00  

Income (loss) from investment operations:

                                        

Net investment income (loss)

     0.22       0.30       0.30       0.26       0.25  

Net realized and unrealized gain (loss) on investment and foreign currency transactions

     5.92       0.05 (b)      (0.58     2.24       2.55  

Total from investment operations

     6.14       0.35       (0.28     2.50       2.80  

Less Dividends and Distributions:

                                        

Dividends from net investment income

     (0.29     (0.32     (0.28     (0.26     (0.27

Distributions from net realized gains

     (0.51     (1.45     (1.46     (1.20     (0.58

Total dividends and distributions

     (0.80     (1.77     (1.74     (1.46     (0.85

Net asset value, end of year

     $22.89       $17.55       $18.97       $20.99       $19.95  

Total Return(c):

     36.09     1.26     (0.46 )%      12.85     15.85
                                          

Ratios/Supplemental Data:

                                        

Net assets, end of year (000)

     $22,585       $26,134       $32,505       $41,937       $41,038  

Average net assets (000)

     $31,897       $27,407       $33,784       $41,471       $44,372  

Ratios to average net assets(d)(e):

                                        

Expenses after waivers and/or expense reimbursement

     0.82     0.83     0.81     0.77     0.80

Expenses before waivers and/or expense reimbursement

     0.82     0.83     0.81     0.77     0.80

Net investment income (loss)

     1.12     1.66     1.56     1.28     1.31

Portfolio turnover rate(f)

     19     31     26     21     15

 

(a)

Calculated based on average shares outstanding during the year.

(b)

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.

(c)

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.

(d)

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

(e)

Effective September 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(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 Value Fund    27


Financial Highlights (continued)

 

           

Class R6 Shares

                                        
      Year Ended August 31,  
   
      2021     2020     2019     2018     2017  
   

Per Share Operating Performance(a):

                                        

Net Asset Value, Beginning of Year

     $17.54       $18.96       $20.97       $19.94       $17.99  

Income (loss) from investment operations:

                                        

Net investment income (loss)

     0.22       0.32       0.32       0.29       0.27  

Net realized and unrealized gain (loss) on investment and foreign currency transactions

     5.95       0.05 (b)      (0.57     2.22       2.55  

Total from investment operations

     6.17       0.37       (0.25     2.51       2.82  

Less Dividends and Distributions:

                                        

Dividends from net investment income

     (0.32     (0.34     (0.30     (0.28     (0.29

Distributions from net realized gains

     (0.51     (1.45     (1.46     (1.20     (0.58

Total dividends and distributions

     (0.83     (1.79     (1.76     (1.48     (0.87

Net asset value, end of year

     $22.88       $17.54       $18.96       $20.97       $19.94  

Total Return(c):

     36.28     1.37     (0.31 )%      12.92     16.02
                                          

Ratios/Supplemental Data:

                                        

Net assets, end of year (000)

     $28,383       $782       $545       $18,838       $10,344  

Average net assets (000)

     $5,438       $634       $18,529       $16,087       $10,297  

Ratios to average net assets(d)(e):

                                        

Expenses after waivers and/or expense reimbursement

     0.70     0.70     0.70     0.70     0.66

Expenses before waivers and/or expense reimbursement

     0.81     2.91     0.73     0.73     0.66

Net investment income (loss)

     0.98     1.82     1.72     1.40     1.42

Portfolio turnover rate(f)

     19     31     26     21     15

 

(a)

Calculated based on average shares outstanding during the year.

(b)

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.

(c)

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.

(d)

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

(e)

Effective September 1, 2017, class specific expenses include transfer agent fees and expenses and registration fees, which are charged to their respective share class.

(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.

 

28


Notes to Financial Statements

 

1.

Organization

Prudential Investment Portfolios 7 (the “Trust”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. PGIM Jennison Value Fund (the “Fund”) is the sole series of the Trust. The Fund is classified as a diversified fund for purposes of the 1940 Act.

The investment objective of the Fund is capital appreciation.

 

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 Trust’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.

 

PGIM Jennison Value Fund    29


Notes to Financial Statements (continued)

 

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

 

30


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 current rates of exchange;

(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 realized foreign currency gains (losses) are included in the reported net realized gains (losses) on investment transactions.

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 Trust, 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

 

PGIM Jennison Value Fund    31


Notes to Financial Statements (continued)

 

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

 

32


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.

 

3.

Agreements

The Trust, 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 0.60% of the Fund’s average daily net assets up to $500 million, 0.50% of the next $500 million, 0.475% of the next $500 million and 0.45% of the average daily net assets in excess of $1.5 billion. The effective management fee rate before any waivers and/or expense reimbursements was 0.60% for the year ended August 31, 2021.

The Manager has contractually agreed, through December 31, 2022, to limit total annual operating expenses after fee waivers and/or expense reimbursements to 0.70% of average daily net assets for Class R6 shares. This contractual waiver excludes interest, brokerage,

 

PGIM Jennison Value Fund    33


Notes to Financial Statements (continued)

 

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 Trust, 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 and Class R6 shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A, Class C and Class R 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% and 0.75% of the average daily net assets of the Class A, Class C and Class R shares, respectively. PIMS has contractually agreed through December 31, 2022 to limit such expenses to 0.50% of the average daily net assets of the 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 and Class R6 shares of the Fund.

For the year ended August 31, 2021, PIMS received $147,089 in front-end sales charges resulting from sales of Class A shares. Additionally, for the year ended August 31, 2021, PIMS received $330 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, 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

 

34


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

The Fund may enter into certain securities purchase or sale transactions under Board approved Rule 17a-7 procedures. Rule 17a-7 is an exemptive rule under the 1940 Act, that subject to certain conditions, permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors/trustees, and/or common officers. For the year ended August 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 year ended August 31, 2021, were $81,407,943 and $99,969,763, respectively.

A summary of the cost of purchases and proceeds from sales of shares of affiliated mutual funds for the year ended August 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)

 

$  5,504,048

     $ 55,226,230      $ 50,761,747      $     $      $ 9,968,531        9,968,531      $ 6,991
PGIM Institutional Money Market Fund (1)(b)(wa)

 

43,539,015

       129,322,007        168,237,688        (11,012 )       3,279        4,615,601        4,618,373        11,143 (2) 

 

    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

           

 

 

 

$49,043,063

     $ 184,548,237      $ 218,999,435      $ (11,012 )     $ 3,279      $ 14,584,132           $ 18,134

 

    

 

 

      

 

 

      

 

 

     

 

 

      

 

 

           

 

 

 

 

(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.

 

PGIM Jennison Value Fund    35


Notes to Financial Statements (continued)

 

(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 August 31, 2021, the tax character of dividends paid by the Fund were $5,205,024 of ordinary income and $11,093,634 of long-term capital gains. For the year ended August 31, 2020, the tax character of dividends paid by the Fund were $5,791,427 of ordinary income and $32,159,379 of long-term capital gains.

As of August 31, 2021, the accumulated undistributed earnings on a tax basis were $5,486,646 of ordinary income and $20,354,357 of long-term capital gains.

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of August 31, 2021 were as follows:

 

Tax Basis   

Gross

Unrealized

            Appreciation             

  

Gross

Unrealized

            Depreciation             

 

Net

Unrealized

            Appreciation             

$291,613,877

   $219,151,786    $(2,942,906)   $216,208,880

The difference between book basis and tax basis was 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 four fiscal years up to the most recent fiscal year ended August 31, 2021 are subject to such review.

 

7.

Capital and Ownership

The Fund offers Class A, Class C, Class R, 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. Effective June 26, 2020, all of the issued and outstanding

 

36


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 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 Fund has authorized an unlimited number of shares of beneficial interest at $0.01 par value currently divided into nine classes, designated Class A, Class B, Class C, Class R, Class Z, Class R6, Class L, Class M and Class X. The Fund currently does not have any Class B, Class L, Class M or Class X shares outstanding.

As of August 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

      16,114       0.1 %

Class C

      57       0.1 %

Class R

      309,169       89.9 %

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

   —%    2    43.0%

 

PGIM Jennison Value Fund    37


Notes to Financial Statements (continued)

 

Transactions in shares of beneficial interest were as follows:

 

Class A

   Shares     Amount  

Year ended August 31, 2021:

    

Shares sold

     619,966     $ 12,741,966  

Shares issued in reinvestment of dividends and distributions

     780,189       14,425,695  

Shares purchased

     (2,112,345     (41,764,868
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding before conversion

     (712,190     (14,597,207

Shares issued upon conversion from other share class(es)

     33,610       673,829  

Shares purchased upon conversion into other share class(es)

     (68,483     (1,410,668
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     (747,063   $ (15,334,046
  

 

 

   

 

 

 

Year ended August 31, 2020:

    

Shares sold

     359,983     $ 6,260,895  

Shares issued in reinvestment of dividends and distributions

     1,780,370       33,292,932  

Shares purchased

     (2,619,233     (46,318,588
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding before conversion

     (478,880     (6,764,761

Shares issued upon conversion from other share class(es)

     130,394           2,190,145  

Shares purchased upon conversion into other share class(es)

     (68,117     (1,228,319
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     (416,603   $ (5,802,935
  

 

 

   

 

 

 

Class B

    

Period ended June 26, 2020*:

    

Shares sold

     4,573     $ 77,459  

Shares issued in reinvestment of dividends and distributions

     5,204       93,573  

Shares purchased

     (10,087     (171,295
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding before conversion

     (310     (263

Shares purchased upon conversion into other share class(es)

     (72,373     (1,155,276
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     (72,683   $ (1,155,539
  

 

 

   

 

 

 

Class C

    

Year ended August 31, 2021:

    

Shares sold

     67,004     $ 1,306,861  

Shares issued in reinvestment of dividends and distributions

     4,466       78,914  

Shares purchased

     (32,229     (590,823
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding before conversion

     39,241       794,952  

Shares purchased upon conversion into other share class(es)

     (34,595     (658,960
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     4,646     $ 135,992  
  

 

 

   

 

 

 

Year ended August 31, 2020:

    

Shares sold

     21,502     $ 350,421  

Shares issued in reinvestment of dividends and distributions

     14,680       263,361  

Shares purchased

     (58,935     (1,004,518
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding before conversion

     (22,753     (390,736

Shares purchased upon conversion into other share class(es)

     (61,839     (997,254
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     (84,592   $ (1,387,990
  

 

 

   

 

 

 

 

38


Class R

   Shares     Amount  

Year ended August 31, 2021:

    

Shares sold

     30,251     $ 602,066  

Shares issued in reinvestment of dividends and distributions

     13,291       244,950  

Shares purchased

     (57,955     (1,144,394
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     (14,413   $ (297,378
  

 

 

   

 

 

 

Year ended August 31, 2020:

    

Shares sold

     42,070     $ 663,534  

Shares issued in reinvestment of dividends and distributions

     30,928       576,805  

Shares purchased

     (74,279     (1,215,921
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     (1,281   $ 24,418  
  

 

 

   

 

 

 

Class Z

    

Year ended August 31, 2021:

    

Shares sold

     649,477         $ 13,085,592  

Shares issued in reinvestment of dividends and distributions

     66,303       1,227,269  

Shares purchased

     (234,685     (4,617,053
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding before conversion

     481,095       9,695,808  

Shares issued upon conversion from other share class(es)

     69,395       1,432,012  

Shares purchased upon conversion into other share class(es)

     (1,052,759     (23,491,954
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     (502,269   $ (12,364,134
  

 

 

   

 

 

 

Year ended August 31, 2020:

    

Shares sold

     424,665     $ 7,288,166  

Shares issued in reinvestment of dividends and distributions

     157,264       2,943,973  

Shares purchased

     (859,016     (15,619,602
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding before conversion

     (277,087     (5,387,463

Shares issued upon conversion from other share class(es)

     57,082       1,051,888  

Shares purchased upon conversion into other share class(es)

     (4,562     (80,794
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     (224,567   $ (4,416,369
  

 

 

   

 

 

 

Class R6

    

Year ended August 31, 2021:

    

Shares sold

     169,849     $ 3,758,121  

Shares issued in reinvestment of dividends and distributions

     1,888       34,890  

Shares purchased

     (27,964     (606,592
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding before conversion

     143,773       3,186,419  

Shares issued upon conversion from other share class(es)

     1,052,218       23,458,704  

Shares purchased upon conversion into other share class(es)

     (130     (2,963
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     1,195,861     $ 26,642,160  
  

 

 

   

 

 

 

Year ended August 31, 2020:

    

Shares sold

     11,181     $ 200,877  

Shares issued in reinvestment of dividends and distributions

     2,992       55,925  

Shares purchased

     (11,733     (205,580
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding before conversion

     2,440       51,222  

Shares issued upon conversion from other share class(es)

     13,347       219,610  
  

 

 

   

 

 

 

Net increase (decrease) in shares outstanding

     15,787     $ 270,832  
  

 

 

   

 

 

 

 

 

*

Effective June 26, 2020, all of the issued and outstanding Class B shares of the Fund converted into Class A shares.

 

PGIM Jennison Value Fund    39


Notes to Financial Statements (continued)

 

8.

Borrowings

The Trust, 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

   10/2/2020 – 9/30/2021    10/3/2019 – 10/1/2020

Total Commitment

   $ 1,200,000,000    $ 1,222,500,000*

Annualized Commitment Fee on the Unused Portion of the SCA

   0.15%    0.15%

Annualized Interest Rate on Borrowings

  

1.30% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate or (3) zero percent

  

1.20% plus the higher of (1) the effective federal funds rate, (2) the one-month LIBOR rate or (3) zero percent

* Effective March 31, 2020, the SCA’s total commitment was increased from $900,000,000 to $1,162,500,000 and subsequently, effective April 7, 2020 was increased to $1,222,500,000.

Subsequent to the reporting period end, the SCA has been renewed and effective October 1, 2021 will provide a commitment of $1,200,000,000 through September 29, 2022. The commitment fee paid by the Participating Funds will continue to be .15% of the unused portion of the SCA. The interest on borrowings under the renewed SCA will be paid monthly and at a per annum interest rate of 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 year ended August 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 .

 

40


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) 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 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-US 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 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 Capitalization Company Risk: Companies with large market capitalizations go in and out of favor based on market and economic conditions. Larger companies tend to be less volatile than companies with smaller market capitalizations. In exchange for this potentially lower risk, the Fund’s value may not rise or fall as much as the value of funds that emphasize companies with smaller market capitalizations.

 

PGIM Jennison Value Fund    41


Notes to Financial Statements (continued)

 

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.

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.

 

42


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 Jennison Value Fund    43


Report of Independent Registered Public Accounting Firm

 

To the Board of Trustees of Prudential Investment Portfolios 7 and Shareholders of PGIM Jennison Value Fund

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of PGIM Jennison Value Fund (the “Fund”) as of August 31, 2021, and the related statements of operations and changes in net assets, including the related notes, and the financial highlights for the year then ended (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 August 31, 2021, and the results of its operations, changes in its net assets, and the financial highlights for the year then ended 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 August 31, 2020 and the financial highlights for each of the periods ended on or prior to August 31, 2020 (not presented herein, other than the statement of changes in net assets and the financial highlights) were audited by other auditors whose report dated October 15, 2020 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 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 August 31, 2021 by correspondence with the custodian and transfer agent. We believe that our audit provides a reasonable basis for our opinion.

 

/s/PricewaterhouseCoopers LLP

New York, New York

October 19, 2021

 

We have served as the auditor of one or more investment companies in the PGIM Retail Funds complex since 2020.

 

44  


Fund Liquidity Risk Management Program (unaudited)

 

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

 

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

 

At a meeting of the Board on March 2-5, 2021, PGIM Investments provided a written report (“LRMP Report”) to the Board addressing the operation, adequacy, and effectiveness of the Fund’s LRMP, including any material changes to the LRMP for the period from January 1, 2020 through December 31, 2020 (“Reporting Period”). The LRMP Report concluded that the Fund’s LRMP was reasonably designed to assess and manage the Fund’s liquidity risk and was adequately and effectively implemented during the Reporting Period. There were no material changes to the LRMP during the Reporting Period. The LRMP Report further concluded that the Fund’s investment strategies continue to be appropriate given the Fund’s status as an open-end fund.

 

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

 

PGIM Jennison Value Fund

    45  


Tax Information (unaudited)

 

We are advising you that during the year ended August 31, 2021, the Fund reports the maximum amount allowed per share, but not less than $0.51 for Class A, C, R, 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 August 31, 2021, the Fund reports, in accordance with Section 854 of the Internal Revenue Code, the following percentages of the ordinary income dividends paid as 1) qualified dividend income (QDI); and 2) eligible for corporate dividends received deduction (DRD):

 

       QDI      DRD  

PGIM Jennison Value Fund

       100.00      100.00

 

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 and distributions received by you in calendar year 2021.

 

46  


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: 98

 

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: 98

 

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 Value 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: 95

 

President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Limited LLC (formerly Telemat Ltd) (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer).

 

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: 97

  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
       

Keith F. Hartstein

1956

Board Member &

Independent Chair

Portfolios Overseen: 98

  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


    Independent Board Members
       

Name

Year of Birth

Position(s)

Portfolios Overseen

 

Principal Occupation(s)

During Past Five Years

 

Other Directorships

Held During

Past Five Years

 

Length of

Board Service

       

Laurie Simon Hodrick

1962
Board Member

Portfolios Overseen: 94

 

A. Barton Hepburn Professor Emerita of Economics in the Faculty of Business, Columbia Business School (since 2018); Visiting 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
       

Brian K. Reid

1961

Board Member

Portfolios Overseen: 97

 

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 Value 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

       

Grace C. Torres

1959

Board Member

Portfolios Overseen: 97

 

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
     
    Interested Board Members
       

Name

Year of Birth

Position(s)

Portfolios Overseen

 

Principal Occupation(s)

During Past Five Years

 

Other Directorships

Held During

Past Five Years

 

Length of

Board Service

       

Stuart S. Parker

1962

Board Member &

President

Portfolios Overseen: 97

 

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


    Interested Board Members
       

Name

Year of Birth

Position(s)

Portfolios Overseen

 

Principal Occupation(s)

During Past Five Years

 

Other Directorships

Held During

Past Five Years

 

Length of

Board Service

       

Scott E. Benjamin

1973

Board Member & Vice

President

Portfolios Overseen: 98

 

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

 

    Fund Officers(a)
     

Name

Year of Birth

Fund Position

  Principal Occupation(s) During Past Five Years  

Length of

Service as Fund

Officer

     

Claudia DiGiacomo

1974

Chief Legal Officer

 

Chief Legal Officer, 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

     

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

 

PGIM Jennison Value Fund


    Fund Officers(a)
     

Name

Year of Birth

Fund Position

  Principal Occupation(s) During Past Five Years  

Length of

Service as Fund

Officer

     

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

     

Diana N. Huffman

1982

Assistant Secretary

 

Vice President and Corporate Counsel (since September 2015) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Associate at Willkie Farr & Gallagher LLP (2009-2015).

 

Since March

2019

     

Melissa Gonzalez

1980

Assistant Secretary

 

Vice President and Corporate Counsel (since September 2018) of Prudential; Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; formerly Director and Corporate Counsel (March 2014-September 2018) of Prudential.

 

Since March

2020

     

Patrick E. McGuinness

1986

Assistant Secretary

 

Vice President and Assistant Secretary (since August 2020) of PGIM Investments LLC; Director and Corporate Counsel (since February 2017) of Prudential; and Corporate Counsel (2012-2017) of IIL, Inc.

  Since June 2020
     

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

     

Kelly A. Coyne

1968

Assistant Secretary

 

Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010).

 

Since March

2015

     

Christian J. Kelly

1975

Treasurer and Principal

Financial

and Accounting Officer

 

Vice President, Head of Fund Administration of PGIM Investments LLC (since November 2018); formerly Director of Fund Administration of Lord Abbett & Co. LLC (2009-2018), Treasurer and Principal Accounting Officer of the Lord Abbett Family of Funds (2017-2018); Director of Accounting, Avenue Capital Group (2008-2009); Senior Manager, Investment Management Practice of Deloitte & Touche LLP (1998-2007).

 

Since January

2019

     

Lana Lomuti

1967

Assistant Treasurer

 

Vice President (since 2007) and Director (2005-2007), within PGIM Investments Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc.

  Since April 2014
     

Russ Shupak

1973

Assistant Treasurer

 

Vice President (since 2017) and Director (2013-2017), within PGIM Investments Fund Administration.

 

Since September

2019

 

Visit our website at pgim.com/investments


    Fund Officers(a)
     

Name

Year of Birth

Fund Position

  Principal Occupation(s) During Past Five Years  

Length of

Service as Fund

Officer

     

Deborah Conway

1969

Assistant Treasurer

  Vice President (since 2017) and Director (2007-2017), within PGIM Investments Fund Administration.  

Since September

2019

     

Elyse M. McLaughlin

1974

Assistant Treasurer

  Vice President (since 2017) and Director (2011-2017), within PGIM Investments Fund Administration.  

Since September

2019

     

Dana E. Cordes

1978

Anti-Money Laundering

Compliance Officer

 

Vice President, Corporate Compliance (since June 2021) of Prudential; formerly, Director Global Financial Crimes Unit (December 2015 to June 2021) of Prudential; formerly, Director, Operational Risk Management for Prudential Real Estate Investors (January 2010 to December 2015).

 

Since September

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 Value Fund


Approval of Advisory Agreements (unaudited)

 

The Fund’s Board of Trustees

The Board of Trustees (the “Board”) of PGIM Jennison Value 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 Value Fund is the sole series of Prudential Investment Portfolios 7.

 

PGIM Jennison Value 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.

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 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 adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures. The Board considered PGIM Investments’ evaluation of the subadviser as well as PGIM Investments’ recommendation, based on its review of the subadviser, to renew the subadvisory agreement.

The Board 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.

 

Visit our website at pgim.com/investments


    

 

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.

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 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

 

PGIM Jennison Value Fund  


Approval of Advisory Agreements (continued)

 

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 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 August 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.

 

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

 

  ·  

The Board noted that the Fund outperformed its benchmark index for the one-year period and, on a gross basis, over the one- and three-year periods (but underperformed over the five-year and ten-year periods).

 

  ·  

The Board considered PGIM Investments’ assertions that the Fund’s style factor exposures and tracking error over the past year have been in-line with expectations;

 

Visit our website at pgim.com/investments


        

 

 

and that the Fund has outperformed its benchmark in three of past five calendar years on a gross basis. The Board also considered that the Fund performed within four basis points of its benchmark index and ranked in the second quarter of its peer group for the first quarter of 2021.

 

  ·  

The Board and PGIM Investments agreed to retain the existing contractual expense cap, which (exclusive of certain fees and expenses) caps annual fund operating expenses at 0.70% for Class R6 shares through December 31, 2021.

 

  ·  

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 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.

 

PGIM Jennison Value Fund  


  MAIL

  

 TELEPHONE

  

 WEBSITE

      655 Broad Street          (800) 225-1852          pgim.com/investments
      Newark, NJ 07102

 

           

 

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

 

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 Dana E. Cordes, 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

 

MANAGER

   PGIM Investments LLC   

655 Broad Street

Newark, NJ 07102

SUBADVISER

   Jennison Associates LLC   

466 Lexington Avenue

New York, NY 10017

DISTRIBUTOR

  

Prudential Investment

Management Services LLC

  

655 Broad Street

Newark, NJ 07102

CUSTODIAN

   The Bank of New York Mellon   

240 Greenwich Street

New York, NY 10286

TRANSFER AGENT

   Prudential Mutual Fund Services LLC   

PO Box 9658

Providence, RI 02940

INDEPENDENT REGISTERED

PUBLIC ACCOUNTING FIRM

   PricewaterhouseCoopers LLP   

300 Madison Avenue

New York, NY 10017

FUND COUNSEL

   Willkie Farr & Gallagher LLP   

787 Seventh Avenue

New York, NY 10019


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.

 

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.

 

SHAREHOLDER COMMUNICATIONS WITH TRUSTEES

Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, PGIM Jennison Value 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.

 

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.

 

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


LOGO

 

 

 

 

PGIM JENNISON VALUE FUND

 

  SHARE CLASS

   A    C    R    Z    R6

  NASDAQ

   PBEAX    PEICX    JDVRX    PEIZX    PJVQX

  CUSIP

   74440N102    74440N300    74440N607    74440N805    74440N888

MF131E


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 August 31, 2021, the Registrant’s principal accountant was PricewaterhouseCoopers LLP (“PwC”). For the fiscal year ended August 31, 2021, PwC billed the Registrant $23,800 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.

For the fiscal year ended August 31, 2020, the Registrant’s principal accountant was KPMG LLP (“KPMG”). For the fiscal year ended August 31, 2020, KPMG billed the Registrant $24,050 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 year ended August 31, 2021, PwC did not bill the Registrant for audit-related services.

For the fiscal year ended August 31, 2021, fees of $4,133 were billed to the Registrant for services rendered by KPMG in connection with the auditor transition.

For the fiscal year ended August 31, 2020, fees of $1,418 were billed to the Registrant for services rendered by KPMG in connection with an accounting system conversion and were paid by The Bank of New York Mellon. In addition, for the fiscal year ended August 31, 2020, fees of $848 were billed to the Registrant for services rendered by KPMG in connection with the auditor transition.

(c) Tax Fees

For the fiscal years ended August 31, 2021 and August 31, 2020: none.


(d) All Other Fees

For the fiscal years ended August 31, 2021 and August 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 independ