Form N-CSR Prudential Government For: Jul 31

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:		811-02619
Exact name of registrant as specified in charter:		Prudential Government Money Market Fund, Inc.
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:		7/31/2021
Date of reporting period:		7/31/2021

 

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Item 1 – Reports to Stockholders

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PGIM GOVERNMENT MONEY MARKET FUND

 

 

ANNUAL REPORT

JULY 31, 2021

 

 

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Table of Contents

 

Letter from the President			3
Your Fund’s Performance			4
Fund Yield Comparison and Weighted Average Maturity Graphs			5
Strategy and Performance Overview			7
Fees and Expenses			9
Holdings and Financial Statements			11
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 (PIMS), member SIPC. PGIM Fixed Income is a unit of PGIM, Inc. (PGIM), a registered investment adviser. PIMS and PGIM are Prudential Financial companies. ^© 2021 Prudential Financial, Inc. and its related entities. PGIM 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

 

 

Dear Shareholder:

 

We hope you find the annual report for the PGIM Government Money Market Fund informative and useful. The report covers performance for the 12-month period that ended July 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. While investment-grade bonds in the US declined slightly as the economy recovered, global bonds and emerging market debt rose. A significant rally in interest rates pushed the 10-year US Treasury yield down to a record low at the beginning of the period, but longer-term interest 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,

 

 

Stuart S. Parker, President

PGIM Government Money Market Fund

September 15, 2021

 

PGIM Government Money Market Fund			3

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Your Fund’s Performance

 

Yields will fluctuate from time to time, and past performance does not guarantee future results. The Fund is subject to periodic adjustments to its expense budget during the fiscal year which may affect its reported 7-day current yield. Current performance may be lower or higher than the past performance data quoted. Although the Fund seeks to preserve the value of your investment at $1 per share, it is possible to lose money by investing in the Fund. For the most recent month-end performance update, call (800) 225-1852 or visit our website at pgim.com/investments.

 

Fund Facts as of 7/31/21
		7-Day Current Yield (%)		Net Asset Value (NAV) ($)		Weighted Avg. Maturity (WAM)		Net Assets (Millions) ($)
Class A		0.01		1.00		55 Days		414.6
Class C		0.01		1.00		55 Days		10.2
Class Z		0.01		1.00		55 Days		82.1
iMoneyNet, Inc. Government & Agency Retail Average*		0.02		N/A		33 Days		N/A

 

*iMoneyNet, Inc. regularly reports a 7-day current yield and WAM on Tuesdays. This is based on the data of all funds in the iMoneyNet, Inc. Government & Agency Retail Average category as of July 27, 2021.

 

The Fund’s manager has voluntarily waived all or a portion of the management fee it is entitled to receive from the Fund in order to maintain a zero or positive net yield for the Fund. This voluntary waiver may be terminated at any time without prior notice. Without the waiver, the Fund’s 7-day yield would have been negative.

 

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Money Market Fund Yield Comparison

 

 

Weighted Average Maturity* (WAM) Comparison

 

 

*Weighted Average Maturity is based on the dollar-weighted average length of time until principal payments are expected or until securities reach maturity, taking into account any maturity shortening feature such as a call, refunding, or redemption provision.

 

The graphs portray weekly 7-day current yields and weekly WAMs for PGIM Government Money Market Fund (Class Z shares—yields only) and the iMoneyNet, Inc. Government & Agency Retail Average every Tuesday from July 28, 2020 to July 27, 2021, the closest dates prior to the beginning and end of the Fund’s reporting period. Note: iMoneyNet, Inc.

 

PGIM Government Money Market Fund			5

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Your Fund’s Performance (continued)

 

regularly reports a 7-day current yield and WAM on Tuesdays. As a result, the data portrayed for the Fund at the end of the reporting period in the graphs may not match the data portrayed in the Fund Facts table as of July 31, 2021.

 

The yield figures take into account applicable sales charges and fees, which are described for each share class in the table below.

 

		Class A		Class C		Class Z
Maximum initial sales charge		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)		None		None		None
Annual distribution or distribution and service (12b-1) fees (shown as a percentage of average daily net assets)		0.125%		None		None

 

An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.

 

Presentation of Fund Holdings as of 7/31/2021

 

Ten Largest Holdings		Interest Rate		Maturity Date		% of Net Assets
U.S. Treasury Bills		0.033%		09/02/2021		5.0%
Federal Home Loan Bank		0.232%		10/28/2021		4.8%
U.S. Treasury Bills		0.048%		10/21/2021		3.7%
U.S. Treasury Bills		0.047%		08/24/2021		3.1%
U.S. Treasury Bills		0.035%		11/12/2021		3.1%
U.S. Treasury Bills		0.030%		11/26/2021		3.1%
Federal Home Loan Bank		0.071%		08/04/2021		2.9%
Federal Farm Credit Bank		0.080%		05/13/2022		2.9%
U.S. Treasury Bills		0.066%		12/02/2021		2.5%
Federal Home Loan Bank		0.024%		09/13/2021		2.5%

 

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

 

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Strategy and Performance Overview

 

How did the Fund perform?

The 7-day current yield of the PGIM Government Money Market Fund’s Class Z shares began the 12-month reporting period on August 1, 2020 at 0.01% and was 0.01% when the period ended on July 31, 2021.

 

What were the market conditions?

•

The strong global rebound from the depths of the COVID-19 pandemic continued throughout the reporting period, as economies responded to the unprecedented monetary and fiscal stimulus programs. The rollout of vaccines, President Biden’s $1.9 trillion stimulus package, a $900 billion aid bill, and anticipation of the Biden administration’s infrastructure bill fueled growth expectations in late 2020 and early 2021. Shifts in the prospects for growth and inflation kicked off a massive “reflation trade” in bond markets, which propelled yields higher during the first quarter of 2021.

 

•

Although yields for short-term Treasuries remained well anchored by the Federal Reserve’s (the Fed’s) commitment to maintain its low-rate policy, longer-term Treasuries sold off sharply in the first quarter of 2021, with the yield on the benchmark US 10-year Treasury note rising from 0.92% on December 31, 2020, to 1.74% on March 31, 2021. Similarly, the yield on the 30-year Treasury bond rose from 1.65% to 2.41% over the same period.

 

•

Market volatility for rates then eased in the second quarter of 2021, escaping the sell-offs observed earlier in the year, with lower long-dated yields and higher front-end rates forming a substantially flatter Treasury yield curve by the end of the period. Instead of pushing up the yield curve, the Fed’s turn toward tapering near the end of the second quarter led to a decline in long-term Treasury yields, as investors assumed a more hawkish Fed would simply mean a lower path for rates over the long run.

 

•

Following the volatility of the first quarter of 2021, the US 10-year and 30-year Treasury yields ended the period at 1.18% and 1.90%, respectively. Meanwhile, the yield on the 2-year Treasury note ended the period at 0.19%, a rise of four basis points over the period. (One basis point equals 0.01%.)

 

•

While longer-term Treasuries saw substantial volatility throughout the period, yields on short-term securities, which influence money market yields, remained near zero. The 3-month Treasury bill declined from 0.086% to 0.045% during the period, while the 6-month Treasury bill declined from 0.114% to 0.048%. Meanwhile, the 3-month London Interbank Offered Rate (LIBOR) fell from 0.25% on July 31, 2020, to 0.12% by July 31, 2021.

 

How was the Fund managed during the reporting period?

•

The Fund invests in cash, government securities, and/or repurchase agreements that are fully collateralized with cash or government securities. The main sectors include US Treasury bills, fixed and floating-rate agency notes, agency discount notes, and repurchase agreements.

 

PGIM Government Money Market Fund			7

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Strategy and Performance Overview (continued)

 

•

Early in the period, the Fund added 1-month LIBOR Federal Home Loan Bank floating rate notes, which offered more relative value versus other instruments, contributing to a shorter weighted average maturity (WAM). The Fund’s WAM remained shorter than the peer group average for the majority of the remainder of the period. It extended in the middle of the second quarter of 2021 and remained longer than its peers at period end. The Fund’s weighted average life remained extended through floating-rate securities in light of anticipated short-term (overnight) rates remaining around zero for the foreseeable future.

 

•

The Fund tactically shifted between LIBOR-based/Secured Overnight Financing Rate (SOFR) floating-rate securities and LIBOR-based/SOFR-based fixed-rate securities, as well as between agency securities versus US Treasury securities and repurchase agreements. These shifts were driven by the relative spreads between these securities.

 

Current outlook

•

In considering the composition of the Treasury curve, PGIM Fixed Income believes the repricing of forward rates and inflation expectations in various parts of the curve will likely continue. Even when accounting for the recent change in policy messaging, the hurdle for the Fed to raise rates remains high, and officials will likely wait to observe whether the inflation pressure is transitory.

 

•

The US has seen a marked acceleration in inflation in recent months. Part of this increase comes from “base-effects,” but the lion’s share of the gains reflects surprisingly vigorous price increases. (Base effect is the distortion in a monthly inflation figure that results from abnormally high or low levels of inflation in the year-ago month. In this case, inflation was low a year ago.) Recent developments suggest that inflation will likely continue to run somewhat hot through the months ahead. However, PGIM Fixed Income expects inflation to slowly abate toward the end of the year and early next year, as many of the structural factors that drove soft inflation during much of the past decade remain firmly in place.

 

•

To date, the Fed has felt comfortable looking through these recent price pressures and has kept rates on hold. That said, the Fed seems to have recently shifted to more of a “risk management” approach. While maintaining a baseline view that the current bout of inflation will be “transitory,” the Fed at its June meeting recognized that the upside risks to inflation have increased. Even so, PGIM Fixed Income expects monetary policy to remain highly stimulative through at least this year and much of next year.

 

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Fees and Expenses

 

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 July 31, 2021. The example is for illustrative purposes only; you should consult the Fund’s 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

 

PGIM Government Money Market Fund			9

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Fees and Expenses (continued)

 

and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information 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 Government Money Market Fund				Beginning Account Value February 1, 2021				Ending Account Value July 31, 2021				Annualized Expense Ratio Based on the Six-Month Period				Expenses Paid During the Six-Month Period*
Class A		Actual		$	1,000.00			$	1,000.10				0.05	%		$	0.25
		Hypothetical		$	1,000.00			$	1,024.55				0.05	%		$	0.25
Class C		Actual		$	1,000.00			$	1,000.40				0.00	%**		$	0.00
		Hypothetical		$	1,000.00			$	1,024.79				0.00	%		$	0.00
Class Z		Actual		$	1,000.00			$	1,000.10				0.05	%		$	0.25
		Hypothetical		$	1,000.00			$	1,024.55				0.05	%		$	0.25

 

*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 181 days in the six-month period ended July 31, 2021, and divided by the 365 days in the Fund’s fiscal year ended July 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.

**The actual annualized expense ratio based on the six-month period ended July 31, 2021 for Class C was -0.02%, which was a result of a significant decrease in its expenses.

 

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Schedule of Investments

as of July 31, 2021

 

		Description						Principal Amount (000)#				Value
		SHORT-TERM INVESTMENTS    100.2%
		REPURCHASE AGREEMENTS    6.5%
		Bank of America Securities, Inc., 0.05%, dated 07/30/21, due 08/02/21 in the amount of $17,905,075 collateralized by U.S. Treasury Securities (coupon rate 0.125%, maturity date 04/30/22), with the aggregate value, including accrued interest of $18,263,117							17,905			$	17,905,000
		Canadian Imperial Bank of Commerce, 0.055%, dated 07/28/21, due 01/24/22 in the amount of $5,001,375 collateralized by FHLMC (coupon rate 2.000%, maturity dates 04/01/51-05/01/51), FNMA (coupon rates 2.000%-3.500%, maturity dates 05/01/50-03/01/51) and GNMA (coupon rate 3.000%, maturity date 03/20/51), with the aggregate value, including accrued interest of $5,100,574							5,000				5,000,000
		Goldman Sachs & Co., 0.055%, dated 07/27/21, due 08/03/21 in the amount of $10,000,107 collateralized by FHLMC (coupon rates 3.000%-6.000%, maturity dates 08/01/27-06/01/42), FNMA (coupon rates 3.500%-6.000%, maturity dates 02/01/23-06/01/48) and GNMA (coupon rates 3.000%-4.000%, maturity dates 12/20/40-07/20/51), with the aggregate value, including accrued interest of $10,200,000							10,000				10,000,000
		TOTAL REPURCHASE AGREEMENTS (amortized cost $32,905,000)											32,905,000
				Interest Rate		Maturity Date
		U.S. GOVERNMENT AGENCY OBLIGATIONS    51.0%
		Federal Farm Credit Bank, 3 Month LIBOR + (0.100)% (Cap N/A, Floor 0.000%)		0.029%(c)		10/27/21			6,000				6,000,461
		Federal Farm Credit Bank, 1 Month LIBOR + (0.045)% (Cap N/A, Floor 0.000%)		0.039(c)		12/20/21			4,000				4,000,000
		Federal Farm Credit Bank, 1 Month LIBOR + (0.020)% (Cap N/A, Floor 0.000%)		0.071(c)		11/16/21			6,000				5,999,892
		Federal Farm Credit Bank, SOFR + 0.030% (Cap N/A, Floor 0.000%)		0.080(c)		05/13/22			15,000				14,999,404
		Federal Farm Credit Bank, SOFR + 0.040% (Cap N/A, Floor 0.000%)		0.090(c)		07/08/22			5,000				4,999,763
		Federal Farm Credit Bank, 1 Month LIBOR + 0.000% (Cap N/A, Floor 0.000%)		0.100(c)		09/10/21			500				500,036

 

 

See Notes to Financial Statements.

 

PGIM Government Money Market Fund		11

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Schedule of Investments   (continued)

as of July 31, 2021

 

		Description		Interest Rate		Maturity Date		Principal Amount (000)#				Value
		U.S. GOVERNMENT AGENCY OBLIGATIONS (Continued)
		Federal Farm Credit Bank, 1 Month LIBOR + 0.000% (Cap N/A, Floor 0.000%)		0.103%(c)		08/09/21			12,000			$	12,000,155
		Federal Farm Credit Bank, SOFR + 0.070% (Cap N/A, Floor 0.000%)		0.120(c)		02/17/22			5,000				5,000,000
		Federal Farm Credit Bank, 1 Month LIBOR + 0.130% (Cap N/A, Floor 0.000%)		0.233(c)		11/05/21			1,000				1,000,479
		Federal Farm Credit Bank, 3 Month LIBOR + (0.130)% (Cap N/A, Floor 0.000%)		0.006		11/29/21			10,000				9,999,628
		Federal Farm Credit Bank, 3 Month LIBOR + (0.090)% (Cap N/A, Floor 0.000%)		0.036(c)		11/02/21			4,000				3,999,983
		Federal Farm Credit Bank, 3 Month LIBOR + (0.090)%		0.045(c)		11/30/21			5,000				5,000,000
		Federal Home Loan Bank, 3 Month LIBOR + (0.095)% (Cap N/A, Floor 0.000%)		0.024(c)		09/13/21			13,000				13,000,462
		Federal Home Loan Bank, 3 Month LIBOR + (0.120)% (Cap N/A, Floor 0.000%)		0.056(c)		11/03/21			4,760				4,760,035
		Federal Home Loan Bank, 1 Month LIBOR + (0.020)% (Cap N/A, Floor 0.000%)		0.069(c)		12/17/21			8,000				8,000,893
		Federal Home Loan Bank, 3 Month LIBOR + (0.080)% (Cap N/A, Floor 0.000%)		0.070(c)		08/24/21			10,000				10,000,309
		Federal Home Loan Bank, 3 Month LIBOR + (0.105)% (Cap N/A, Floor 0.000%)		0.071(c)		08/04/21			15,000				15,000,032
		Federal Home Loan Bank, SOFR + 0.035% (Cap N/A, Floor 0.000%)		0.085(c)		12/17/21			5,000				5,000,000
		Federal Home Loan Bank, 1 Month LIBOR + 0.000% (Cap N/A, Floor 0.000%)		0.087(c)		09/28/21			5,000				5,000,000
		Federal Home Loan Bank, 1 Month LIBOR + 0.005% (Cap N/A, Floor 0.000%)		0.096(c)		08/16/21			5,000				5,000,036
		Federal Home Loan Bank, SOFR + 0.060% (Cap N/A, Floor 0.000%)		0.110(c)		02/11/22			5,000				5,000,000
		Federal Home Loan Bank, SOFR + 0.085% (Cap N/A, Floor 0.000%)		0.135(c)		09/10/21			6,000				6,000,231
		Federal Home Loan Bank, 3 Month LIBOR + 0.100% (Cap N/A, Floor 0.000%)		0.232(c)		10/28/21			24,500				24,513,949
		Federal Home Loan Bank		0.015		09/03/21			7,000				6,999,802
		Federal Home Loan Bank		0.030		11/18/21			8,000				7,999,742
		Federal Home Loan Bank		0.040		10/22/21			6,000				6,000,000
		Federal Home Loan Bank		0.050(n)		08/06/21			8,700				8,699,940
		Federal Home Loan Bank		0.050		01/25/22			9,000				8,999,887
		Federal Home Loan Bank		0.050		01/28/22			8,000				8,000,000
		Federal Home Loan Bank		0.055(n)		08/27/21			2,000				1,999,921
		Federal Home Loan Bank		0.058(n)		08/18/21			7,000				6,999,808
		Federal Home Loan Bank		0.060		03/29/22			5,000				4,999,578

 

 

See Notes to Financial Statements.

 

12

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		Description		Interest Rate		Maturity Date		Principal Amount (000)#				Value
		U.S. GOVERNMENT AGENCY OBLIGATIONS (Continued)
		Federal Home Loan Bank, SOFR + 0.020% (Cap N/A, Floor 0.000%)		0.070%(c)		08/23/21			7,000			$	7,000,000
		Federal Home Loan Mortgage Corp., MTN, SOFR + 0.045% (Cap N/A, Floor 0.000%)		0.095(c)		08/27/21			2,000				2,000,000
		Federal National Mortgage Assoc., SOFR + 0.100% (Cap N/A, Floor 0.000%)		0.150(c)		12/03/21			12,000				12,003,877
		Federal National Mortgage Assoc., SOFR + 0.220% (Cap N/A, Floor 0.000%)		0.270(c)		05/09/22			2,000				2,003,280
		TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS (amortized cost $258,481,583)											258,481,583
		U.S. TREASURY OBLIGATIONS(n)     42.7%
		U.S. Treasury Bills		0.013		08/26/21			12,000				11,999,892
		U.S. Treasury Bills		0.020		08/10/21			8,000				7,999,960
		U.S. Treasury Bills		0.030		11/18/21			10,000				9,999,092
		U.S. Treasury Bills		0.030		11/26/21			16,000				15,998,430
		U.S. Treasury Bills		0.033		09/02/21			25,600				25,599,259
		U.S. Treasury Bills		0.035		11/12/21			16,000				15,998,432
		U.S. Treasury Bills		0.038		12/09/21			7,000				6,999,052
		U.S. Treasury Bills		0.040		08/05/21			6,000				5,999,973
		U.S. Treasury Bills		0.040		12/16/21			4,000				3,999,391
		U.S. Treasury Bills		0.045		09/14/21			8,000				7,999,560
		U.S. Treasury Bills		0.046		10/07/21			7,000				6,999,407
		U.S. Treasury Bills		0.047		08/24/21			16,000				15,999,525
		U.S. Treasury Bills		0.048		10/21/21			18,800				18,797,979
		U.S. Treasury Bills		0.048		01/20/22			7,000				6,998,395
		U.S. Treasury Bills		0.049		09/23/21			7,000				6,999,500
		U.S. Treasury Bills		0.050		08/12/21			7,000				6,999,893
		U.S. Treasury Bills		0.050		10/28/21			8,000				7,999,022
		U.S. Treasury Bills		0.051		01/27/22			8,000				7,997,991
		U.S. Treasury Bills		0.057		08/19/21			8,000				7,999,774
		U.S. Treasury Bills		0.058		12/23/21			4,000				3,999,072
		U.S. Treasury Bills		0.066		12/02/21			13,000				12,997,085
		TOTAL U.S. TREASURY OBLIGATIONS (amortized cost $216,380,684)											216,380,684
		TOTAL INVESTMENTS     100.2% (amortized cost $507,767,267)(d)											507,767,267
		Liabilities in excess of other assets     (0.2)%											(790,198	)
		NET ASSETS     100.0%										$	506,977,069

 

 

See Notes to Financial Statements.

 

PGIM Government Money Market Fund		13

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Schedule of Investments   (continued)

as of July 31, 2021

 

 

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

FHLMC—Federal Home Loan Mortgage Corporation

FNMA—Federal National Mortgage Association

GNMA—Government National Mortgage Association

LIBOR—London Interbank Offered Rate

MTN—Medium Term Note

SOFR—Secured Overnight Financing Rate

 

#	Principal amount is shown in U.S. dollars unless otherwise stated.

(c)	Variable rate instrument. The interest rate shown reflects the rate in effect at July 31, 2021.

(d)	The cost of securities for federal income tax purposes is substantially the same as for financial reporting purposes.

(n)	Rate shown reflects yield to maturity at purchased date.

Fair Value Measurements:

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

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

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

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

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

 

		Level 1				Level 2				Level 3
Short-Term Investments
Repurchase Agreements			$—			$	32,905,000				$—
U.S. Government Agency Obligations			—				258,481,583				—
U.S. Treasury Obligations			—				216,380,684				—
Total			$—			$	507,767,267				$—

Sector Allocations:

The sector allocations of investments and liabilities in excess of other assets shown as a percentage of net assets as of July 31, 2021 were as follows (unaudited):

 

 

See Notes to Financial Statements.

 

14

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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		Counterparty		Gross Market Value of Recognized Assets/(Liabilities)					Collateral Pledged/(Received)(1)					Net Amount
Repurchase Agreements		Bank of America Securities, Inc.			$	17,905,000				$	(17,905,000)				$	—
Repurchase Agreements		Canadian Imperial Bank of Commerce				5,000,000					(5,000,000)					—
Repurchase Agreements		Goldman Sachs & Co.				10,000,000					(10,000,000)					—
					$	32,905,000

 

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

 

See Notes to Financial Statements.

 

PGIM Government Money Market Fund		15

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Statement of Assets and Liabilities

as of July 31, 2021

 

Assets
Investments, at amortized cost which approximates fair value: (cost $507,767,267)		$	507,767,267
Cash			86
Receivable for Fund shares sold			414,936
Receivable for investments sold			370,121
Due from Manager			80,140
Interest receivable			21,939
Total Assets			508,654,489
Liabilities
Payable for Fund shares purchased			1,485,608
Accrued expenses and other liabilities			137,642
Affiliated transfer agent fee payable			52,579
Directors’ fees payable			1,170
Dividends payable			421
Total Liabilities			1,677,420
Net Assets		$	506,977,069
Net assets were comprised of:
Common stock, at par ($0.001 par value; 20 billion shares authorized for issuance)		$	506,587
Paid-in capital in excess of par			506,100,735
Total distributable earnings (loss)			369,747
Net assets, July 31, 2021		$	506,977,069

 

See Notes to Financial Statements.

 

16

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Class A
Net asset value, offering price and redemption price per share, ($414,624,761 ÷ 414,305,346 shares of common stock issued and outstanding)		$	1.00
Class C
Net asset value, offering price and redemption price per share, ($10,242,129 ÷ 10,233,355 shares of common stock issued and outstanding)		$	1.00
Class Z
Net asset value, offering price and redemption price per share, ($82,110,179 ÷ 82,048,481 shares of common stock issued and outstanding)		$	1.00

 

See Notes to Financial Statements.

 

PGIM Government Money Market Fund			17

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Statement of Operations

Year Ended July 31, 2021

 

Net Investment Income (Loss)
Interest income		$	556,418
Expenses
Management fee			1,823,351
Distribution fee(a)			593,957
Transfer agent’s fees and expenses (including affiliated expense of $ 279,556)(a)			674,603
Shareholders’ reports			81,361
Custodian and accounting fees			74,739
Registration fees(a)			65,093
Audit fee			29,287
Legal fees and expenses			23,709
Directors’ fees			16,623
Miscellaneous			19,767
Total expenses			3,402,490
Less: Fee waiver and/or expense reimbursement(a)			(2,315,223	)
Distribution fee waiver(a)			(593,957	)
Net expenses			493,310
Net investment income (loss)			63,108
Realized And Unrealized Gain (Loss) On Investments
Net realized gain (loss) on investment transactions			376,948
Net Increase (Decrease) In Net Assets Resulting From Operations		$	440,056

 

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

 

		Class A				Class C				Class Z
Distribution fee			593,957				—				—
Transfer agent’s fees and expenses			623,222				14,728				36,653
Registration fees			33,985				15,088				16,020
Fee waiver and/or expense reimbursement			(1,956,698	)			(68,519	)			(290,006	)
Distribution fee waiver			(593,957	)			—				—

 

See Notes to Financial Statements.

 

18

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Statements of Changes in Net Assets

 

		Year Ended July 31,
		2021				2020
Increase (Decrease) in Net Assets
Operations
Net investment income (loss)		$	63,108			$	3,671,635
Net realized gain (loss) on investment transactions			376,948				47,328
Net increase (decrease) in net assets resulting from operations			440,056				3,718,963
Dividends and Distributions
Distributions from distributable earnings
Class A			(55,488	)			(2,881,544	)
Class B			—				(68,529	)
Class C			(4,940	)			(56,749	)
Class Z			(10,080	)			(712,490	)
			(70,508	)			(3,719,312	)
Fund share transactions (Net of share conversions) (at $1.00 per share)
Net proceeds from shares sold			2,781,186,092				1,478,889,535
Net asset value of shares issued in reinvestment of dividends and distributions			63,953				3,494,605
Cost of shares purchased			(2,821,838,655	)			(1,379,320,427	)
Net increase (decrease) in net assets from Fund share transactions			(40,588,610	)			103,063,713
Total increase (decrease)			(40,219,062	)			103,063,364
Net Assets:
Beginning of year			547,196,131				444,132,767
End of year		$	506,977,069			$	547,196,131

 

See Notes to Financial Statements.

 

PGIM Government Money Market Fund			19

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Financial Highlights

 

Class A Shares
		Year Ended July 31,
		2021				2020				2019				2018				2017
Per Share Operating Performance(a):
Net Asset Value, Beginning of Year			$1.00				$1.00				$1.00				$1.00				$1.00
Net investment income (loss) and net realized gain (loss) on investment transactions			-(b	)			0.01				0.02				0.01				-(b	)
Dividends to shareholders			-(b	)			(0.01	)			(0.02	)			(0.01	)			-(b	)
Net asset value, end of year			$1.00				$1.00				$1.00				$1.00				$1.00
Total Return(c):			0.01	%			0.76	%			1.69	%			0.82	%			0.05	%
Ratios/Supplemental Data:
Net assets, end of year (000)			$414,625				$442,260				$348,427				$381,073				$433,113
Average net assets (000)			$475,166				$407,195				$390,207				$440,589				$478,071
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement			0.09	%			0.49	%			0.64	%			0.61	%			0.56	%
Expenses before waivers and/or expense reimbursement			0.63	%			0.64	%			0.64	%			0.61	%			0.62	%
Net investment income (loss)			0.01	%			0.70	%			1.67	%			0.81	%			0.05	%

 

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

(b)	Amount rounds to zero.

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

 

See Notes to Financial Statements.

 

20

---

 

Class C Shares
		Year Ended July 31,
		2021				2020				2019				2018				2017
Per Share Operating Performance(a):
Net Asset Value, Beginning of Year			$1.00				$1.00				$1.00				$1.00				$1.00
Net investment income (loss) and net realized gain (loss) on investment transactions			-(b	)			0.01				0.02				0.01				-(b	)
Dividends to shareholders			-(b	)			(0.01	)			(0.02	)			(0.01	)			-(b	)
Net asset value, end of year			$1.00				$1.00				$1.00				$1.00				$1.00
Total Return(c):			0.05	%			0.71	%			1.69	%			0.84	%			0.09	%
Ratios/Supplemental Data:
Net assets, end of year (000)			$10,242				$14,538				$7,931				$9,908				$12,632
Average net assets (000)			$12,853				$10,815				$10,913				$11,277				$14,606
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement			0.06	%			0.48	%			0.65	%			0.60	%			0.52	%
Expenses before waivers and/or expense reimbursement			0.59	%			0.68	%			0.65	%			0.60	%			0.52	%
Net investment income (loss)			0.04	%			0.52	%			1.69	%			0.81	%			0.08	%

 

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

(b)	Amount rounds to zero.

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

 

See Notes to Financial Statements.

 

PGIM Government Money Market Fund			21

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Financial Highlights (continued)

 

Class Z Shares
		Year Ended July 31,
		2021				2020				2019				2018				2017
Per Share Operating Performance(a):
Net Asset Value, Beginning of Year			$1.00				$1.00				$1.00				$1.00				$1.00
Net investment income (loss) and net realized gain (loss) on investment transactions			-(b	)			0.01				0.02				0.01				-(b	)
Dividends to shareholders			-(b	)			(0.01	)			(0.02	)			(0.01	)			-(b	)
Net asset value, end of year			$1.00				$1.00				$1.00				$1.00				$1.00
Total Return(c):			0.01	%			0.91	%			1.91	%			1.01	%			0.09	%
Ratios/Supplemental Data:
Net assets, end of year (000)			$82,110				$90,399				$76,956				$84,915				$88,718
Average net assets (000)			$86,432				$83,610				$84,238				$85,131				$98,278
Ratios to average net assets(d):
Expenses after waivers and/or expense reimbursement			0.09	%			0.36	%			0.43	%			0.42	%			0.52	%
Expenses before waivers and/or expense reimbursement			0.43	%			0.43	%			0.43	%			0.42	%			0.52	%
Net investment income (loss)			0.01	%			0.84	%			1.89	%			1.00	%			0.08	%

 

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

(b)	Amount rounds to zero.

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

 

See Notes to Financial Statements.

 

22

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Notes to Financial Statements

 

 

1.	Organization

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

The investment objective of the Fund is maximum current income consistent with stability of capital and the maintenance of liquidity.

 

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 Company’s Board of Directors (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

 

PGIM Government Money Market Fund			23

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Notes to Financial Statements (continued)

 

trade in markets that are open on weekends and U.S. holidays, the values of some of the Fund’s foreign investments may change on days when investors cannot purchase or redeem Fund shares.

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

The Fund’s securities of sufficient credit quality are valued using amortized cost method, which approximates fair value. The amortized cost method involves valuing a security at its cost on the date of purchase and thereafter assuming a constant amortization to maturity of the difference between the principal amount due at maturity and cost. These securities are categorized as Level 2 in the fair value hierarchy.

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

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

Repurchase Agreements: The Fund entered into repurchase agreements. In connection with transactions in repurchase agreements with United States financial institutions, it is the Fund’s policy that its custodian or designated subcustodians under triparty repurchase agreements, as the case may be, take possession of the underlying collateral securities, the value of which exceeds the principal amount of the repurchase transactions, including accrued interest. To the extent that any repurchase transaction exceeds one business day, the value of the collateral is marked-to-market on a daily basis to ensure the adequacy of the collateral. If the seller defaults and the value of the collateral declines or, if bankruptcy

 

24

---

 

proceedings are commenced with respect to the seller of the security, realization of the collateral by the Fund may be delayed or limited.

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

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated on the specific identification method. Dividend income is recorded on the ex-date, or for certain foreign securities, when the Fund becomes aware of such dividends. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual. 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 declares daily dividends from net investment income and net realized short-term capital gains, if any, to its shareholders on record at the time of such declaration. Payment of dividends is made monthly. 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

 

PGIM Government Money Market Fund			25

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Notes to Financial Statements (continued)

 

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 Company, 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 PGIM, Inc., which provides subadvisory services to the Fund through its PGIM Fixed Income unit. The Manager pays for the services of PGIM, Inc.

The management fee paid to the Manager is accrued daily and payable monthly, at an annual rate of 0.50% of average daily net assets on the first $50 million and 0.30% of average daily net assets in excess of $50 million. The effective management fee rate before any waivers and/or expense reimbursements was 0.32% for the year ended July 31, 2021.

The Company, 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 and Class Z shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A shares, pursuant to the plans of distribution (the “Distribution Plans”), regardless of expenses actually incurred by PIMS. The distribution fees are accrued daily and payable monthly. No distribution or service fees are paid to PIMS as distributor of Class C and Class Z shares of the Fund.

Pursuant to the Distribution Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to 0.125% of the average daily net assets of the Class A shares.

In order to support the Fund’s income yield, PIMS and the Manager have voluntarily undertaken to waive the distribution and service (12b-1) fees of Class A shares and to waive/subsidize management fees of the Fund, respectively, such that the 1-day income yield (excluding capital gain (loss)) does not fall below 0.01%. The waivers/subsidies are voluntary and may be modified or terminated at any time. Pursuant to this undertaking, during the year ended July 31, 2021, PIMS has waived $593,957 of Class A’s distribution

 

26

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and service (12b-1) fees and the Manager has waived $2,315,223 of the Fund’s management fees.

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

 

4.	Other Transactions with Affiliates

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PGIM Investments and an indirect, wholly-owned subsidiary of Prudential, serves as the Fund’s transfer agent. Transfer agent’s fees and expenses in the Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.

The Fund may 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 July 31, 2021, no 17a-7 transactions were entered into by the Fund.

 

5.	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 years ended July 31, 2021 and July 31, 2020, the tax character of dividends paid by the Fund were $70,508 and $3,719,312 of ordinary income, respectively.

As of July 31, 2021, the accumulated undistributed earnings on a tax basis was $370,168 of ordinary income.

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 July 31, 2021 are subject to such review.

 

6.	Capital and Ownership

The Fund offers Class A, Class C and Class Z shares. Class C and Class Z shares are not subject to any distribution and/or service fees and are offered exclusively for sale to a limited group of investors. Effective June 26, 2020, all of the issued and outstanding Class B shares of the Fund converted into Class A shares. Class C shares are sold with a CDSC of 1% on

 

PGIM Government Money Market Fund			27

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Notes to Financial Statements (continued)

 

sales made within 12 months of purchase. Class C shares will automatically convert to Class A shares on a monthly basis approximately eight years (ten years prior to January 22, 2021) after purchase. Class Z and Class R6 shares are not subject to any sales or redemption charges and are available exclusively for sale to a limited group of investors.

Under certain circumstances, an exchange may be made from specified share classes of the Fund to one or more other share classes of the Fund as presented in the table of transactions in shares of common stock, below.

The Company is authorized to issue 20 billion shares of common stock, $0.001 par value per share, designated as shares of the Fund. The shares are further classified and designated as follows:

 

Class A			11,000,000,000
Class B			1,000,000,000
Class C			1,000,000,000
Class Z			2,000,000,000
Class T			5,000,000,000

The Fund currently does not have any Class B or Class T shares outstanding.

As of July 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		24,280,198		5.9%
Class Z		5,241,553		6.4%

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		49.2%

 

28

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Transactions in shares of common stock (at $1 net asset value per share) were as follows:

 

Class A		Shares				Amount
Year ended July 31, 2021:
Shares sold			2,748,353,803			$	2,748,354,970
Shares issued in reinvestment of dividends and distributions			49,118				49,118
Shares purchased			(2,778,026,589	)			(2,778,026,589	)
Net increase (decrease) in shares outstanding before conversion			(29,623,668	)			(29,622,501	)
Shares issued upon conversion from other share class(es)			1,727,466				1,727,465
Shares purchased upon conversion into other share class(es)			(41,384	)			(41,384	)
Net increase (decrease) in shares outstanding			(27,937,586	)		$	(27,936,420	)
Year ended July 31, 2020:
Shares sold			1,406,651,169			$	1,406,653,514
Shares issued in reinvestment of dividends and distributions			2,664,397				2,664,397
Shares purchased			(1,325,646,843	)			(1,325,646,781	)
Net increase (decrease) in shares outstanding before conversion			83,668,723				83,671,130
Shares issued upon conversion from other share class(es)			10,277,256				10,277,256
Shares purchased upon conversion into other share class(es)			(115,701	)			(115,763	)
Net increase (decrease) in shares outstanding			93,830,278			$	93,832,623
Class B
Period ended June 26, 2020*:
Shares sold			815,624			$	813,176
Shares issued in reinvestment of dividends and distributions			65,905				65,905
Shares purchased			(2,062,960	)			(2,062,878	)
Net increase (decrease) in shares outstanding before conversion			(1,181,431	)			(1,183,797	)
Shares purchased upon conversion into other share class(es)			(9,634,825	)			(9,634,907	)
Net increase (decrease) in shares outstanding			(10,816,256	)		$	(10,818,704	)
Class C
Year ended July 31, 2021:
Shares sold			6,826,050			$	6,826,082
Shares issued in reinvestment of dividends and distributions			4,837				4,837
Shares purchased			(9,407,126	)			(9,407,126	)
Net increase (decrease) in shares outstanding before conversion			(2,576,239	)			(2,576,207	)
Shares purchased upon conversion into other share class(es)			(1,727,465	)			(1,727,465	)
Net increase (decrease) in shares outstanding			(4,303,704	)		$	(4,303,672	)
Year ended July 31, 2020:
Shares sold			17,722,800			$	17,722,879
Shares issued in reinvestment of dividends and distributions			55,534				55,534
Shares purchased			(10,528,728	)			(10,528,725	)
Net increase (decrease) in shares outstanding before conversion			7,249,606				7,249,688
Shares purchased upon conversion into other share class(es)			(642,346	)			(642,349	)
Net increase (decrease) in shares outstanding			6,607,260			$	6,607,339

 

PGIM Government Money Market Fund			29

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Notes to Financial Statements (continued)

 

Class Z		Shares				Amount
Year ended July 31, 2021:
Shares sold			26,004,815			$	26,005,040
Shares issued in reinvestment of dividends and distributions			9,999				9,998
Shares purchased			(34,404,940	)			(34,404,940	)
Net increase (decrease) in shares outstanding before conversion			(8,390,126	)			(8,389,902	)
Shares issued upon conversion from other share class(es)			41,384				41,384
Net increase (decrease) in shares outstanding			(8,348,742	)		$	(8,348,518	)
Year ended July 31, 2020:
Shares sold			53,699,475			$	53,699,966
Shares issued in reinvestment of dividends and distributions			708,769				708,769
Shares purchased			(41,082,043	)			(41,082,043	)
Net increase (decrease) in shares outstanding before conversion			13,326,201				13,326,692
Shares issued upon conversion from other share class(es)			115,763				115,763
Net increase (decrease) in shares outstanding			13,441,964			$	13,442,455

 

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

 

7.	Risks of Investing in the Fund

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

Adjustable and Floating Rate Securities Risk: The value of adjustable and floating rate securities may lag behind the value of fixed rate securities when interest rates change. Such securities may be subject to extended settlement periods (longer than seven days) and in unusual market conditions, with a high volume of shareholder redemptions, may present a risk of loss to the Fund or may impair the Fund’s ability satisfy shareholder redemption requests.

Credit Risk: This is the risk that the issuer, the guarantor or the insurer of a fixed income security, or the counterparty to a contract, may be unable or unwilling to make timely principal and interest payments, or to otherwise honor its obligations. Additionally, fixed income securities could lose value due to a loss of confidence in the ability of the issuer, guarantor, insurer or counterparty to pay back debt. The longer the maturity and the lower the credit quality of a bond, the more sensitive it is to credit risk.

Debt Obligations Risk: Debt obligations are subject to credit risk, market risk and interest rate risk. The Fund’s holdings, share price, yield and total return may also fluctuate in response to bond market movements. The value of bonds may decline for issuer-related reasons, including management performance, financial leverage and reduced demand for the issuer’s goods and services. Certain types of fixed income obligations also may be

 

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subject to “call and redemption risk,” which is the risk that the issuer may call a bond held by the Fund for redemption before it matures and the Fund may lose income.

Economic and Market Events Risk: Events in the US and global financial markets, including actions taken by the US 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.

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.

Interest Rate Risk: The value of your investment may go down when interest rates rise. A rise in rates tends to have a greater impact on the prices of longer term or duration debt securities. For example, a fixed income security with a duration of three years is expected to decrease in value by approximately 3% if interest rates increase by 1%. This is referred to as “duration risk.” When interest rates fall, the issuers of debt obligations may prepay principal more quickly than expected, and the Fund may be required to reinvest the proceeds at a lower interest rate. This is referred to as “prepayment risk.” When interest rates rise, debt obligations may be repaid more slowly than expected, and the value of the Fund’s holdings may fall sharply. This is referred to as “extension risk.” The Fund may lose money if short-term or long-term interest rates rise sharply or in a manner not anticipated by the subadviser.

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.

LIBOR Risk: Many financial instruments use or may use a floating rate based on the London Interbank Offered Rate, or “LIBOR,” which is the offered rate for short-term Eurodollar deposits between major international banks. Over the course of the last several years, global regulators have indicated an intent to phase out the use of LIBOR and similar interbank offering rates (IBOR). There still remains uncertainty regarding the nature of any

 

PGIM Government Money Market Fund			31

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Notes to Financial Statements (continued)

 

replacement rates for LIBOR and the other IBORs as well as around fallback approaches for instruments extending beyond the any phase-out of these reference rates. The lack of consensus around replacement rates and the uncertainty of the phase out of LIBOR and other IBORs may result in increased volatility in corporate or governmental debt, bank loans, derivatives and other instruments invested in by the Fund as well as loan facilities used by the Fund.

The potential effect of a transition away from LIBOR on the Fund or the financial instruments in which the Fund invests cannot yet be determined. The elimination of LIBOR or changes to other reference rates or any other changes or reforms to the determination or supervision of reference rates could have an adverse impact on the market for, or value of, any securities or payments linked to those reference rates, which may adversely affect the Fund’s performance and/or net asset value. Certain proposed replacement rates to LIBOR, such as the Secured Overnight Financing Rate (“SOFR”), are materially different from LIBOR, and changes in the applicable spread for instruments previously linked to LIBOR will need to be made in order for instruments to pay similar rates. Uncertainty and risk also remain regarding the willingness and ability of issuers and lenders to include revised provisions in new and existing contracts or instruments. Consequently, the transition away from LIBOR to other reference rates may lead to reduced coupons on debt held by the Fund, higher rates required to be paid by the Fund on bank lines of credit due to increases in spreads, increased volatility and illiquidity in markets that are tied to LIBOR, fluctuations in values of LIBOR-related investments or investments in issuers that utilize LIBOR, increased difficulty in borrowing or refinancing and diminished effectiveness of hedging strategies, adversely affecting the Fund’s performance. Furthermore, the risks associated with the expected discontinuation of LIBOR and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. Because the usefulness of LIBOR and the other IBORs as benchmarks could deteriorate during the transition period, these effects could begin to be experienced by the end of 2021 and beyond until the anticipated discontinuance date in 2023 for the majority of the LIBOR rates.

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,

 

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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.

Net Asset Value Risk: There is no assurance that the Fund will maintain a net asset value of $1.00 per share on a continuous basis. Furthermore, there can be no assurance that the Fund’s affiliates will purchase distressed assets from the Fund, make capital infusions, enter into capital support agreements or take other actions to ensure that the Fund maintains a net asset value of $1.00 per share. In the event any money market fund fails to maintain a stable net asset value, other money market funds, including the Fund, could face a universal risk of increased redemption pressures, potentially jeopardizing the stability of their net asset values. In general, certain other money market funds have in the past failed to maintain stable net asset values and there can be no assurance that such failures and resulting redemption pressures will not occur in the future.

Redemption Risk: The Fund may experience heavy redemptions, particularly during periods of declining or illiquid markets, that could cause the Fund to liquidate its assets at inopportune times or at a loss or depressed value and that could affect the Fund’s ability to maintain a $1.00 share price.

Repurchase Agreements Risk: Repurchase agreements could involve certain risks in the event of default or insolvency of the seller, including losses and possible delays or restrictions upon the Fund’s ability to dispose of the underlying securities. To the extent that, in the meantime, the value of the securities that the Fund has purchased has decreased, the Fund could experience a loss.

U.S. Government and Agency Securities Risk: U.S. Government and agency securities are subject to market risk, interest rate risk and credit risk. Not all U.S. Government securities are insured or guaranteed by the full faith and credit of the U.S. Government; some are only

 

PGIM Government Money Market Fund		33

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Notes to Financial Statements (continued)

 

insured or guaranteed by the issuing agency, which must rely on its own resources to repay the debt. The maximum potential liability of the issuers of some US Government securities held by the Fund may greatly exceed their current resources, including their legal right to support from the US Treasury. No assurance can be given that the U.S. government would provide financial support to any such issuers if it is not obligated to do so by law. It is possible that these issuers will not have the funds to meet their payment obligations in the future. In addition, the value of U.S. Government securities may be affected by changes in the credit rating of the U.S. Government.

Yield Risk: The amount of income received by the Fund will go up or down depending on day-to-day variations in short-term interest rates, and when interest rates are very low the Fund’s expenses could absorb all or a significant portion of the Fund’s income. If interest rates increase, the Fund’s yield may not increase proportionately. For example, the Fund’s investment manager may discontinue any temporary voluntary fee limitation.

 

8.	Recent Accounting Pronouncement and Regulatory Developments

In March 2020, the FASB issued Accounting Standard Update (“ASU”) No. 2020-04, which provides optional guidance for applying GAAP to contract modifications, hedging relationships and other transactions affected by the reference rate reform if certain criteria are met. ASU 2020-04 is elective and is effective on March 12, 2020 through December 31, 2022. At this time, management is evaluating the implications of certain provisions of the ASU and any impact on the financial statement disclosures has not yet been determined.

On December 3, 2020, the SEC announced that it voted to adopt a new rule that establishes an updated regulatory framework for fund valuation practices (the “Rule”). The Rule, in part, provides (i) a framework for determining fair value in good faith and (ii) provides for a fund Board’s assignment of its responsibility for the execution of valuation-related activities to a fund’s investment adviser. Further, the SEC is rescinding previously issued guidance on related issues. The Rule took effect on March 8, 2021, with a compliance date of September 8, 2022. Management is currently evaluating the Rule and its impact to the Fund.

 

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Report of Independent Registered Public Accounting Firm

 

 

To the Board of Directors of Prudential Government Money Market Fund, Inc. and Shareholders of PGIM Government Money Market Fund

 

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities, including the schedule of investments, of PGIM Government Money Market Fund (the “Fund”) as of July 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 July 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 July 31, 2020 and the financial highlights for each of the periods ended on or prior to July 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 September 16, 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 July 31, 2021 by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audit provides a reasonable basis for our opinion.

 

/s/PricewaterhouseCoopers LLP

New York, New York

September 20, 2021

 

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

 

PGIM Government Money Market Fund			35

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Tax Information (unaudited)

 

For the year ended July 31, 2021, the Fund reports the maximum amount allowable but not less than 100.00% as interest-related dividends in accordance with Section 871(k)(1) and 881(e)(1) of the Internal Revenue Code.

 

In January 2022, you will be advised on IRS Form 1099-DIV or substitute 1099-DIV as to the federal tax status of the dividends received by you in calendar year 2021.

 

We are required by Massachusetts, Missouri and Oregon to inform you that dividends which have been derived from interest on federal obligations are not taxable to shareholders provided the Fund meets certain requirements mandated by the respective state’s taxing authorities. We are pleased to report that 89.60% of the dividends paid by the Fund qualify for such deduction.

 

For more detailed information regarding your state and local taxes, you should contact your tax adviser or the state/local taxing authorities.

 

36

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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: 94		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: 94		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 Government Money Market Fund

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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: 91		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: 93		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: 94		Retired; Executive Committee of the Independent Directors Council (IDC) Board of Governors (since October 2019); Member (since November 2014) of the Governing Council of the IDC (organization of independent mutual fund directors); formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008).		None.		Since September 2013

 

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Independent Board Members
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: 90		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: 93		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 Government Money Market Fund

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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: 93		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: 93		President, Chief Executive Officer, Chief Operating Officer and Officer in Charge of PGIM Investments LLC (formerly known as Prudential Investments LLC) (since January 2012); formerly Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of PGIM Investments LLC (June 2005-December 2011); Investment Company Institute - Board of Governors (since May 2012).		None.		Since January 2012

 

 

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Interested Board Members
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: 94		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 Government Money Market Fund

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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

 

 

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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). Ms. Cordes obtained a Certified Anti-Money Laundering Specialist designation in 2017.		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 Government Money Market Fund

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Approval of Advisory Agreements

 

The Fund’s Board of Directors

 

The Board of Directors (the “Board”) of PGIM Government Money Market 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 Directors”). The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Director. The Board has established four standing committees: the Audit Committee, the Nominating and Governance Committee, and two Investment Committees. Each committee is chaired by, and composed of, Independent Directors.

 

Annual Approval of the Fund’s Advisory Agreements

 

As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with PGIM Investments LLC (“PGIM Investments”) and the Fund’s subadvisory agreement with PGIM, Inc. (“PGIM”) on behalf of its PGIM Fixed Income unit (“PGIM Fixed Income”). In considering the renewal of the agreements, the Board, including all of the Independent Directors, 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 PGIM. 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 Directors advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PGIM Investments and the subadviser, the performance of the Fund, the profitability of PGIM Investments and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders as the Fund’s assets grow. In their deliberations, the Directors did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund. In connection with its deliberations, the Board considered information provided by PGIM Investments throughout the year at regular Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on June 7-10, 2021.

 

 

1	PGIM Government Money Market Fund is the sole series of Prudential Government Money Market Fund, Inc.

 

PGIM Government Money Market Fund

---

Approval of Advisory Agreements (continued)

 

The Directors determined that the overall arrangements between the Fund and PGIM Investments, which serves as the Fund’s investment manager pursuant to a management agreement, and between PGIM Investments and PGIM, which, through its PGIM Fixed Income unit, serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PGIM Investments, are in the best interests of the Fund and its shareholders in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment.

 

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

 

Nature, Quality and Extent of Services

 

The Board received and considered information regarding the nature, quality and extent of services provided to the Fund by PGIM Investments and PGIM Fixed Income. The Board noted that PGIM Fixed Income 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 Directors of the Fund who are part of Fund management. The Board also considered the investment subadvisory services provided by PGIM Fixed Income, 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 PGIM Fixed Income, and also considered the qualifications, backgrounds and responsibilities of PGIM Fixed Income’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 PGIM Fixed Income’s organizational structure, senior management, investment operations, and other relevant information pertaining to both PGIM Investments and PGIM Fixed Income. The Board also noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer (“CCO”) as to both PGIM Investments and PGIM Fixed Income.

 

Visit our website at pgim.com/investments

---

 

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

 

Costs of Services and Profits Realized by PGIM Investments

 

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

 

Economies of Scale

 

The Board received and discussed information concerning economies of scale that PGIM Investments may realize as the Fund’s assets grow beyond current levels. The Board noted that the management fee schedule for the Fund includes breakpoints, which have the effect of decreasing the fee rate as assets increase. During the course of time, the Board has considered information regarding the launch date of the Fund, the management fees of the Fund compared to those of similarly managed funds and PGIM Investments’ investment in the Fund over time. The Board noted that economies of scale can be shared with the Fund in other ways, including low management fees from inception, additional technological and personnel investments to enhance shareholder services, and maintaining existing expense structures in the face of a rising cost environment. The Board also considered PGIM Investments’ assertion that it continually evaluates the management fee schedule of the Fund and the potential to share economies of scale through breakpoints or fee waivers as asset levels increase.

 

The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board’s understanding that most of PGIM Investments’ costs are not specific to individual funds, but rather are incurred across a variety of products and services.

 

PGIM Government Money Market Fund

---

Approval of Advisory Agreements (continued)

 

Other Benefits to PGIM Investments and PGIM Fixed Income

 

The Board considered potential ancillary benefits that might be received by PGIM Investments, PGIM Fixed Income 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 PGIM Fixed Income included those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to its reputation. The Board concluded that the benefits derived by PGIM Investments and PGIM Fixed Income 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 July 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.

 

Visit our website at pgim.com/investments

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Net Performance		1 Year		3 Years		5 Years		10 Years
		3rd Quartile		3rd Quartile		3rd Quartile		3rd  Quartile
Actual Management Fees: 3rd Quartile
Net Total Expenses: 3rd Quartile

 

•

The Board noted that the Fund underperformed its Peer Universe median over all periods.

•

The Board also noted that, on a gross basis, the Fund outperformed its Peer Universe median for the one-, three- and ten-year periods ended December 31, 2020.

•

The Board considered PGIM Investments’ assertions that longer-term performance has been in line with the Lipper US Government Money Market Funds Universe; and that PGIM Fixed Income has demonstrated strong capabilities investing in short-term fixed income securities within other ultra-short and money market mandates.

•

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 approval of the agreements was in the best interests of the Fund and its shareholders.

 

PGIM Government Money Market Fund

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

 

PROXY VOTING

The Board of Directors 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 Commission’s website at sec.gov.

 

DIRECTORS

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		PGIM Fixed Income		655 Broad Street Newark, NJ 07102
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

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An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain a 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 DIRECTORS

Shareholders can communicate directly with the Board of Directors by writing to the Chair of the Board, PGIM Government Money Market Fund, PGIM Investments, Attn: Board of Directors, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Director by writing to that Director at the same address. Communications to the Board or individual Directors are not screened before being delivered to the addressee.

 

AVAILABILITY OF PORTFOLIO SCHEDULE

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 Directors 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

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PGIM GOVERNMENT MONEY MARKET FUND - PURCHASE

 

SHARE CLASS		A		C		Z
NASDAQ		PBMXX		N/A		PMZXX
CUSIP		74440W409		N/A		74440W805

 

PGIM GOVERNMENT MONEY MARKET FUND - EXCHANGE

 

SHARE CLASS		A		C		Z
NASDAQ		MJAXX		MJCXX		PMZXX
CUSIP		74440W102		74440W300		74440W805

 

MF108 E

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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 July 31, 2021, the Registrant’s principal accountant was PricewaterhouseCoopers LLP (“PwC”). For the fiscal year ended July 31, 2021, PwC billed the Registrant $24,350 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 July 31, 2020, the Registrant’s principal accountant was KPMG LLP (“KPMG”). For the fiscal year ended July 31, 2020, KPMG billed the Registrant $24,596 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 July 31, 2021, PwC did not bill the Registrant for audit-related services.

For the fiscal year ended July 31, 2021, fees of $4,938 were billed to the Registrant for services rendered by KPMG in connection with the auditor transition.

For the fiscal year ended July 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.

(c) Tax Fees

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

(d) All Other Fees

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

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(e) (1) Audit Committee Pre-Approval Policies and Procedures

THE PGIM MUTUAL FUNDS

AUDIT COMMITTEE POLICY

on

Pre-Approval of Services Provided by the Independent

Accountants

The Audit Committee of each PGIM Mutual Fund is charged with the responsibility to monitor the independence of the Fund’s independent accountants. As part of this responsibility, the Audit Committee must pre-approve the independent accounting firm’s engagement to render audit and/or permissible non-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant’s independence. The Committee’s evaluation will be based on:

 

•

a review of the nature of the professional services expected to be provided,

 

•

a review of the safeguards put into place by the accounting firm to safeguard independence, and

 

•

periodic meetings with the accounting firm.

Policy for Audit and Non-Audit Services Provided to the Funds

On an annual basis, the scope of audits for each Fund, audit fees and expenses, and audit-related and non-audit services (and fees proposed in respect thereof) proposed to be performed by the Fund’s independent accountants will be presented by the Treasurer and the independent accountants to the Audit Committee for review and, as appropriate, approval prior to the initiation of such services.

Such presentation shall be accompanied by confirmation by both the Treasurer and the independent accountants that the proposed

non-audit services will not adversely affect the independence of the independent accountants. Such proposed non-audit services shall be described in sufficient detail to enable the Audit Committee to assess the appropriateness of such services and fees, and the compatibility of the provision of such services with the auditor’s independence. The Committee shall receive periodic reports on the progress of the audit and other services which are approved by the Committee or by the Committee Chair pursuant to authority delegated in this Policy.

The categories of services enumerated under “Audit Services”, “Audit-related Services”, and “Tax Services” are intended to provide guidance to the Treasurer and the independent accountants as to those categories of services which the Committee believes are generally consistent with the independence of the independent accountants and which the Committee (or the Committee Chair) would expect upon the presentation of specific proposals to pre-approve. The enumerated categories are not intended as an exclusive list of audit, audit-related or tax services, which the Committee (or the Committee Chair) would consider for pre-approval.

Audit Services

The following categories of audit services are considered to be consistent with the role of the Fund’s independent accountants:

 

•

Annual Fund financial statement audits

 

•

Seed audits (related to new product filings, as required)

 

•

SEC and regulatory filings and consents

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Audit-related Services

The following categories of audit-related services are considered to be consistent with the role of the Fund’s independent accountants:

 

•

Accounting consultations

 

•

Fund merger support services

 

•

Agreed Upon Procedure Reports

 

•

Attestation Reports

 

•

Other Internal Control Reports

Individual audit-related services that fall within one of these categories (except for fund merger support services) and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated). Fees related to fund merger support services are subject to a separate authorized pre-approval by the Audit Committee with fees determined on a per occurrence and merger complexity basis.

Tax Services

The following categories of tax services are considered to be consistent with the role of the Fund’s independent accountants:

 

•

Tax compliance services related to the filing or amendment of the following:

 

•

Federal, state and local income tax compliance; and,

 

•

Sales and use tax compliance

 

•

Timely RIC qualification reviews

 

•

Tax distribution analysis and planning

 

•

Tax authority examination services

 

•

Tax appeals support services

 

•

Accounting methods studies

 

•

Fund merger support services

 

•

Tax consulting services and related projects

Individual tax services that fall within one of these categories and are not presented to the Audit Committee as part of the annual pre-approval process are subject to an authorized pre-approval by the Audit Committee so long as the estimated fee for those services does not exceed $30,000. Any services provided under such pre-approval will be reported to the Audit Committee at its next regular meeting. Should the amount of such services exceed $30,000 any additional fees will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated).

Other Non-Audit Services

Certain non-audit services that the independent accountants are legally permitted to render will be subject to pre-approval by the Committee or by one or more Committee members to whom the Committee has delegated this authority and who will report to the full Committee any pre-approval decisions made pursuant to this Policy. Non-audit services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Proscribed Services

The Fund’s independent accountants will not render services in the following categories of non-audit services:

 

•

Bookkeeping or other services related to the accounting records or financial statements of the Fund

---

•

Financial information systems design and implementation

 

•

Appraisal or valuation services, fairness opinions, or contribution-in-kind reports

 

•

Actuarial services

 

•

Internal audit outsourcing services

 

•

Management functions or human resources

 

•

Broker or dealer, investment adviser, or investment banking services

 

•

Legal services and expert services unrelated to the audit

 

•

Any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible.

Pre-approval of Non-Audit Services Provided to Other Entities Within the PGIM Fund Complex

Certain non-audit services provided to PGIM Investments LLC or any of its affiliates that also provide ongoing services to the PGIM Mutual Funds will be subject to pre-approval by the Audit Committee. The only non-audit services provided to these entities that will require pre-approval are those related directly to the operations and financial reporting of the Funds. Individual projects that are not presented to the Audit Committee as part of the annual pre-approval process will be subject to pre-approval by the Committee Chair (or any other Committee member on whom this responsibility has been delegated) so long as the estimated fee for those services does not exceed $30,000. Services presented for pre-approval pursuant to this paragraph will be accompanied by a confirmation from both the Treasurer and the independent accountants that the proposed services will not adversely affect the independence of the independent accountants.

Although the Audit Committee will not pre-approve all services provided to PGIM Investments LLC and its affiliates, the Committee will receive an annual report from the Fund’s independent accounting firm showing the aggregate fees for all services provided to PGIM Investments and its affiliates.

(e) (2) Percentage of services referred to in 4(b) – 4(d) that were approved by the audit committee –

For the fiscal years ended July 31, 2021 and July 31, 2020, 100% of the services referred to in Item 4(b) was approved by the audit committee.

(f) Percentage of hours expended attributable to work performed by other than full time employees of principal accountant if greater than 50%.

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

(g) Non-Audit Fees

The aggregate non-audit fees billed by the Registrant’s principal accountant for services rendered to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant for the fiscal years ended July 31, 2021 and July 31, 2020 was $0 and $0, respectively.

(h) Principal Accountant’s Independence

Not applicable as the Registrant’s principal accountant has not provided non-audit services to the registrant’s investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X.

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

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

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

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

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

Item 10 – Submission of Matters to a Vote of Security Holders – There have been no material changes to these procedures.

Item 11 – Controls and Procedures

 

(a)

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

 

(b)

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

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

Item 13 – Exhibits

 

(a)

(1) Code of Ethics – Attached hereto as Exhibit EX-99.CODE-ETH.

 

(2)

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

 

(3)

Any written solicitation to purchase securities under Rule 23c-1 – Not applicable.

 

(b)

Certifications pursuant to Section  906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.

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SIGNATURES

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

 

Registrant:		Prudential Government Money Market Fund, Inc.
By:		/s/ Andrew R. French
		Andrew R. French
		Secretary
Date:		September 20, 2021

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

 

B:		/s/ Stuart S. Parker
		Stuart S. Parker
		President and Principal Executive Officer
Date:		September 20, 2021
By:		/s/ Christian J. Kelly
		Christian J. Kelly
		Treasurer and Principal Financial and Accounting Officer
Date:		September 20, 2021

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

PRINCIPAL FINANCIAL OFFICERS

 

I.	Covered Officers/Purpose of the Code

This code of ethics (the “Code”) is established for the funds listed on Attachment A hereto (each a Fund” and together the “Funds”) pursuant to Section 406 of the Sarbanes-Oxley Act and the rules adopted thereunder by the Securities and Exchange Commission (“SEC”). The Code applies to each Fund’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer or Controller, or senior officers performing similar functions (the “Covered Officers” each of whom are set forth in Exhibit B) for the purpose of promoting:

 

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honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

 

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full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the SEC and in other public communications made by a Fund;

 

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compliance with applicable governmental laws, rules and regulations;

 

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the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

 

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accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

 

II.	Conflicts of Interest

A “conflict of interest” occurs when a Covered Officer’s private interest interferes with the interests of, or his service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with a Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the “1940 Act”) and the Investment Advisers Act of 1940, as amended (the “Advisers Act”). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as “affiliated persons” of the Fund. A Fund’s and its investment adviser’s compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationships between a Fund and the Fund’s investment adviser, principal underwriter, administrator, or other service providers to the Fund (together “Service Providers”), of which the Covered Officers may also be principals or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for a Service Provider, or for both), be involved in establishing policies and implementing decisions that will have different effects on such Service Providers and a Fund. The participation of the Covered Officers in such activities is inherent in the contractual relationships between a Fund and its Service Providers and is consistent with the performance by the Covered Officers of their duties as officers of the Fund. Thus, if performed in conformity with the provisions of the 1940 Act and the Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds’ Board of Directors/Trustees (“Boards”) that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes.

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the 1940 Act and the Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund.

Each Covered Officer must:

 

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not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by a Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

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not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund; and

 

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not retaliate against any other Covered Officer or any employee of a Fund or its affiliated persons for reports of potential violations that are made in good faith.

There are some actual or potential conflict of interest situations that should always be brought to the attention of, and discussed with, the Funds’ Chief Legal Officer or other senior legal officer, if material. Examples of these include:

 

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service as a director on the board of any public or private company;

 

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the receipt of any non-nominal gifts;

 

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the receipt of any entertainment from any company with which a Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety;

 

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any ownership interest in (other than insubstantial interests in publicly traded entities), or any consulting or employment relationship with, any of a Fund’s Service Providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; and

 

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a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

 

III.	Disclosure and Compliance

Each Covered Officer:

 

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should familiarize himself with the disclosure requirements generally applicable to the Funds;

 

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should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside the Fund, including to the Fund’s Board of Directors/Trustees and its auditors, and to governmental regulators and self-regulatory organizations;

 

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should, to the extent appropriate within his area of responsibility, consult with other officers and employees of a Fund and its Service Providers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

 

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is responsible to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

 

IV.	Reporting and Accountability

Each Covered Officer must:

 

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upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board of Directors/Trustees that he has received, read, and understands the Code;

 

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annually thereafter affirm to the Board of Directors/Trustees that he has complied with the requirements of the Code; and

 

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notify the Funds’ Chief Legal Officer promptly if he knows of any violation of this Code. Failure to do so is itself a violation of this Code.

The Funds’ Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. In such situations, the Chief Legal Officer is authorized to consult, as appropriate, with counsel to the Funds, counsel to the Independent Directors/Trustees, a Board Committee comprised of Independent Directors/Trustees, or the full Board.

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The Funds will follow the following procedures in investigating and enforcing this Code:

 

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the Funds Chief Legal Officer will take all appropriate action to investigate any potential violations reported to her;

 

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if, after such investigation, the Chief Legal Officer believes that no violation has occurred, the Chief Legal Officer is not required to take any further action;

 

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any matter that the Chief Legal Officer believes is a violation or that the Chief Legal Officer believes should be reviewed by a Fund’s Board or Board Committee comprised of Independent Directors/Trustees will be reported to the Fund’s Board or Board Committee comprised of Independent Directors/Trustees;

 

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based upon its review of any matter referred to it, a Fund’s Board or Board Committee comprised of Independent Directors/Trustees shall determine whether or not a violation has occurred, whether a grant of waiver is appropriate or whether some other action should be taken. Based upon its determination, the Fund’s Board or Board Committee comprised of Independent Directors/Trustees may take such action as it deems appropriate, which may include without limitation: modifications of applicable policies and procedures; notification to appropriate personnel of the Fund’s investment adviser, principal underwriter or administrator, or their boards; notification to other Funds for which the Covered Officer serves as a Covered Officer; or recommendation to dismiss the Covered Officer; and

 

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any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

 

V.	Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of a Fund or its Service Providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds’ and their investment adviser’s and principal underwriter’s code of ethics under Rule 17j-1 under the 1940 Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.

 

VI.	Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of Independent Directors/Trustees.

 

VII.	Confidentiality

All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the Fund Board of Directors/Trustees, counsel to the Fund, and counsel to the Fund Independent Directors/Trustees.

 

VIII.

Internal Use

The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of a Fund, as to any fact, circumstance, or legal conclusion.

 

IX.	Recordkeeping

A Fund shall keep the information disclosed about waivers and amendments under the Code for the period of time as specified in the rules adopted pursuant to Section 406 of the Sarbanes-Oxley Act, and furnish such information to the SEC or its staff upon request.

Adopted and approved as of September 3, 2003.

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EXHIBIT A

Funds Covered by this Code of Ethics

 

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The Prudential Investment Portfolios, Inc.

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Prudential Investment Portfolios 2

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Prudential Investment Portfolios 3

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Prudential Investment Portfolios 4

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Prudential Investment Portfolios 5

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Prudential Investment Portfolios 6

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Prudential Investment Portfolios 7

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Prudential Investment Portfolios 8

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Prudential Investment Portfolios 9

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Prudential Investment Portfolios, Inc. 10

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Prudential Investment Portfolios 12

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Prudential Government Money Market Fund, Inc.

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Prudential Investment Portfolios, Inc. 14

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Prudential Investment Portfolios, Inc. 15

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Prudential Investment Portfolios 16

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Prudential Investment Portfolios, Inc. 17

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Prudential Investment Portfolios 18

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Prudential Global Total Return Fund, Inc.

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Prudential Jennison Blend Fund, Inc.

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Prudential Jennison Mid-Cap Growth Fund, Inc.

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Prudential Jennison Natural Resources Fund, Inc.

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Prudential Jennison Small Company Fund, Inc.

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Prudential National Muni Fund, Inc.

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Prudential Sector Funds, Inc.

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Prudential Short-Term Corporate Bond Fund, Inc.

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Prudential World Fund, Inc.

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The Target Portfolio Trust

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PGIM ETF Trust

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The Prudential Variable Contract Account – 2

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The Prudential Variable Contract Account – 10

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PGIM High Yield Bond Fund, Inc.

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PGIM Global High Yield Fund, Inc.

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PGIM Short Duration High Yield Opportunities Fund

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Advanced Series Trust

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Prudential’s Gibraltar Fund, Inc.

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The Prudential Series Fund

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EXHIBIT B

Persons Covered by this Code of Ethics

Stuart S. Parker – President and Chief Executive Officer of the PGIM Funds, PGIM ETF Trust, the Target Mutual Funds, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM Short Duration High Yield Opportunities Fund and The Prudential Variable Contract Account-2.

Timothy S. Cronin – President and Chief Executive Officer of Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund.

Christian J. Kelly – Treasurer and Chief Financial Officer for the PGIM Funds, PGIM ETF Trust, the Target Mutual Funds, PGIM High Yield Bond Fund, Inc., PGIM Global High Yield Fund, Inc., PGIM Short Duration High Yield Opportunities Fund, The Prudential Variable Contract Accounts – 2 and -10, Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund.

Item 13

Prudential Government Money Market Fund, Inc.

Annual period ending 7/31/21

File No. 811-02619

CERTIFICATIONS

I, Stuart S. Parker, certify that:

 

1.

I have reviewed this report on Form N-CSR of the above named Fund(s);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report.

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and;

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

1

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5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

September 20, 2021

 

 

2

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Item 13

Prudential Government Money Market Fund, Inc.

Annual period ending 7/31/21

File No. 811-02619

CERTIFICATIONS

I, Christian J. Kelly, certify that:

 

1.

I have reviewed this report on Form N-CSR of the above named Fund(s);

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report.

 

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and;

 

d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

3

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5.

The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a)

All significant deficiencies and material weaknesses in the design or operation of internal controls which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

 

b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

September 20, 2021

 

 

4

Certification Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Name of Issuer:                 Prudential Government Money Market Fund, Inc.

    In connection with the Report on Form N-CSR of the above-named issuer that is accompanied by this certification, the undersigned hereby certifies, to his or her knowledge, that:

 

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Issuer.

 

September 20, 2021		/s/ Stuart S. Parker
		Stuart S. Parker
		President and Principal Executive Officer
September 20, 2021		/s/ Christian J. Kelly
		Christian J. Kelly
		Treasurer and Principal Financial and Accounting Officer

This certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.