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Prudential Investment Portfolios, Inc. 10 – ‘N-CSR’ for 10/31/15

On:  Wednesday, 12/23/15, at 5:42pm ET   ·   As of:  12/24/15   ·   Effective:  12/24/15   ·   For:  10/31/15   ·   Accession #:  1193125-15-413048   ·   File #:  811-08085

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/24/15  Prudential Inv Ports, Inc. 10     N-CSR      10/31/15    4:2.8M                                   RR Donnelley/FAPgim Jennison Global Equity Income Fund Class A (SPQAX) — Class B (JEIBX) — Class C (AGOCX) — Class R (PJERX) — Class R6 (PJIQX) — Class Z (JDEZX)Pgim Quant Solutions Mid-Cap Value Fund Class A (SPRAX) — Class B (SVUBX) — Class C (NCBVX) — Class R (SDVRX) — Class R6 (PMVQX) — Class Z (SPVZX)

Certified Annual Shareholder Report by a Management Investment Company   —   Form N-CSR
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-CSR       Prudential Investment Portfolios, Inc. 10           HTML   1.58M 
 4: EX-99.906CERT  Certifications Pursuant to Section 906           HTML      6K 
 3: EX-99.CERT  Certifications Pursuant to Section 302              HTML     16K 
 2: EX-99.CODE-ETH  Code of Ethics                                  HTML     25K 


N-CSR   —   Prudential Investment Portfolios, Inc. 10


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  Prudential Investment Portfolios, Inc. 10  

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:    811-08085
Exact name of registrant as specified in charter:    Prudential Investment Portfolios, Inc. 10
Address of principal executive offices:    655 Broad Street, 17th Floor
   Newark, New Jersey 07102
Name and address of agent for service:    Deborah A. Docs
   655 Broad Street, 17th Floor
   Newark, New Jersey 07102
Registrant’s telephone number, including area code:    800-225-1852
Date of fiscal year end:    10/31/2015
Date of reporting period:    10/31/2015


Item 1 – Reports to Stockholders –


LOGO

 

PRUDENTIAL INVESTMENTS»MUTUAL FUNDS

 

PRUDENTIAL JENNISON EQUITY INCOME FUND

 

ANNUAL REPORT · OCTOBER 31, 2015

 

Objective

Income and capital appreciation

 

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a current prospectus.

 

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

 

Mutual funds are distributed by Prudential Investment Management Services LLC, member SIPC. Jennison Associates is a registered investment adviser. Both are Prudential Financial companies. ©2015 Prudential Financial, Inc. and its related entities. Jennison Associates, Jennison, the Prudential logo, and the Rock symbol are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

 

LOGO

 

LOGO

  LOGO


December 15, 2015

 

Dear Shareholder:

 

We hope you find the annual report for the Prudential Jennison Equity Income Fund informative and useful. The report covers performance for the 12-month period that ended October 31, 2015.

 

Since market conditions change over time, 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. Keep in mind, however, that diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.

 

Prudential Investments® is dedicated to helping you solve your toughest investment challenges—whether it’s capital growth, reliable income, or protection from market volatility and other risks. We offer the expertise of Prudential Financial’s affiliated asset managers that strive to be leaders in a broad range of funds to help you stay on course to the future you envision. They also manage money for major corporations and pension funds around the world, which means you benefit from the same expertise, innovation, and attention to risk demanded by today’s most sophisticated investors.

 

Thank you for choosing the Prudential Investments family of funds.

 

Sincerely,

 

LOGO

 

Stuart S. Parker, President

Prudential Jennison Equity Income Fund

 

Prudential Jennison Equity Income Fund     1   


Your Fund’s Performance (Unaudited)

 

Performance data quoted represent past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at www.prudentialfunds.com or by calling (800) 225-1852.

 

Cumulative Total Returns (Without Sales Charges) as of 10/31/15

    One Year     Five Years     Ten Years     Since Inception

Class A

    –1.59     63.83     129.80  

Class B

    –2.35        57.86        113.16     

Class C

    –2.29        57.89        113.50     

Class Q

    –1.17        N/A         N/A       57.88% (1/18/11)

Class R

    –1.83        N/A         N/A       53.43    (1/18/11)

Class Z

    –1.28        66.03        N/A       93.24    (8/25/08)

Lipper Equity Income Funds Index*

    0.88        75.14        89.37     

S&P 500 Index

    5.21        95.24        112.79     

Lipper Equity Income Funds Average

    0.08        68.68        94.87     
       

Average Annual Total Returns (With Sales Charges) as of 9/30/15

    One Year     Five Years     Ten Years     Since Inception

Class A

    –12.52     8.38     7.21  

Class B

    –12.45        8.63        6.98     

Class C

    –8.93        8.80        6.99     

Class Q

    –7.04        N/A         N/A         8.52% (1/18/11)

Class R

    –7.66        N/A         N/A         7.87    (1/18/11)

Class Z

    –7.20        9.87        N/A         8.60    (8/25/08)

Lipper Equity Income Funds Index*

    –4.24        10.94        5.63     

S&P 500 Index

    –0.61        13.33        6.79     

Lipper Equity Income Funds Average

    –4.61        10.08        5.82     

 

*Returns for the Lipper Equity Income Funds Index reflect the expenses of the mutual funds included in the Index.

 

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Average Annual Total Returns (With Sales Charges) as of 10/31/15

     One Year     Five Years     Ten Years     Since Inception

Class A

     –7.00     9.13     8.06  

Class B

     –6.96        9.42        7.86     

Class C

     –3.21        9.56        7.88     

Class Q

     –1.17        N/A         N/A       10.01% (1/18/11)

Class R

     –1.83        N/A         N/A         9.36    (1/18/11)

Class Z

     –1.28        10.67        N/A         9.59    (8/25/08)
        

Average Annual Total Returns (Without Sales Charges) as of 10/31/15

     One Year     Five Years     Ten Years     Since Inception

Class A

     –1.59     10.38     8.68  

Class B

     –2.35        9.56        7.86     

Class C

     –2.29        9.56        7.88     

Class Q

     –1.17        N/A         N/A       10.01% (1/18/11)

Class R

     –1.83        N/A         N/A         9.36    (1/18/11)

Class Z

     –1.28        10.67        N/A         9.59    (8/25/08)

 

Growth of a $10,000 Investment

 

LOGO

 

The graph compares a $10,000 investment in the Prudential Jennison Equity Income Fund (Class A shares) with a similar investment in the Lipper Equity Income Funds Index and the S&P 500 Index by portraying the initial account values at the beginning of the 10-year period for Class A shares (October 31, 2005) and the account values at the end of the current fiscal year (October 31, 2015) as measured on a quarterly basis. For purposes of the graph, and unless otherwise indicated, it has been assumed that (a) the maximum applicable front-end

 

Prudential Jennison Equity Income Fund     3   


Your Fund’s Performance (continued)

 

sales charge was deducted from the initial $10,000 investment in Class A shares; (b) all recurring fees (including management fees) were deducted; and (c) all dividends and distributions were reinvested. The line graph provides information for Class A shares only. As indicated in the tables above, performance for Class B, Class C, Class Q, Class R, and Class Z shares will vary due to the differing charges and expenses applicable to each share class (as indicated in the following paragraphs). Without waiver of fees and/or expense reimbursement, if any, the Fund’s returns would have been lower.

 

Past performance does not predict future performance. Total returns and the ending account values in the graph include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

 

Source: Prudential Investments LLC and Lipper Inc.

 

Inception returns are provided for any share class with less than 10 calendar years of returns.

 

The returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. The average annual total returns take into account applicable sales charges, which are described for each share class in the table below.

 

  Class A   Class B*   Class C   Class Q   Class R   Class Z

Maximum initial sales charge

  5.50% of
the public
offering
price
  None   None   None   None   None

Contingent deferred sales charge (CDSC) (as a percentage of the lower of original purchase price or net asset value at redemption)

  1% on sales
of $1 million
or more
made within
12 months of
purchase
  5% (Yr. 1)
4% (Yr. 2)
3% (Yr. 3)
2% (Yr. 4)
1% (Yr. 5)
1% (Yr. 6)
0%  (Yr. 7)
  1% on sales
made within
12 months
of purchase
  None   None   None

Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets)

  .30% (.25%
currently)
  1%   1%   None   .75%
(.50%
currently)
  None

*Class B shares are closed to all purchase activity and no additional Class B shares may be purchased or acquired except by exchange from Class B shares of another Fund or through dividend or capital gains reinvestment.

 

Benchmark Definitions

 

Lipper Equity Income Funds Index

Funds in the Lipper Equity Income Funds Index seek relatively high current income and growth of income by investing at least 65% of their portfolios in dividend-paying equity securities. These funds’ gross or net yields

 

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must be at least 125% of the average gross or net yield of the US diversified equity fund universe. The cumulative total returns for the Index measured from the month-end closest to the inception date for Class Q and Class R shares through 10/31/2015 are 61.02% and 70.50% for Class Z shares. The average annual total returns for the Index measured from the month-end closest to the inception date for Class Q and Class R shares through 9/30/15 are 9.08% and 6.75% for Class Z shares.

 

S&P 500 Index

The Standard & Poor’s 500 Composite Stock Price Index (S&P 500 Index) is an unmanaged index of 502 stocks of large US public companies. It gives a broad look at how stock prices in the United States have performed. The cumulative total returns for the Index measured from the month-end closest to the inception date for Class Q and Class R shares through 10/31/2015 are 78.75% and 89.37% for Class Z shares. The average annual total returns for the Index measured from the month-end closest to the inception date for Class Q and Class R shares through 9/30/15 are 11.31% and 8.19% for Class Z shares.

 

Lipper Equity Income Funds Average

The Lipper Equity Income Funds Average (Lipper Average) is based on the average return of all funds in the Lipper Equity Income Funds category for the periods noted. Funds in the Lipper Average seek relatively high current income and growth of income through investing 65% or more of their portfolios in dividend-paying equity securities. The cumulative total returns for the Lipper Average measured from the month-end closest to the inception date for Class Q and Class R shares through 10/31/2015 are 56.74% and 68.96% for Class Z shares. The average annual total returns for the Lipper Average measured from the month-end closest to the inception date for Class Q and Class R shares through 9/30/15 are 8.42% and 6.56% for Class Z shares.

 

Investors cannot invest directly in an index or average. The returns for the S&P 500 Index would be lower if it included the effects of sales charges, operating expenses of a mutual fund, or taxes. Returns for the Lipper Average and the Lipper Equity Income Funds Index reflect the deduction of mutual fund operating expenses, but not sales charges or taxes. The Since Inception returns for the Indexes and the Lipper Average are measured from the closest month-end to the inception date for the indicated share class.

 

Five Largest Holdings expressed as a percentage of net assets as of 10/31/15

  

Cisco Systems, Inc., Communications Equipment

     4.4

Computer Sciences Corp., IT Services

     4.0   

McDonald’s Corp., Hotels, Restaurants & Leisure

     3.1   

Reynolds American, Inc., Tobacco

     3.0   

Kraft Heinz Co. (The), Food Products

     3.0   

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

 

Prudential Jennison Equity Income Fund     5   


Strategy and Performance Overview

 

How did the Fund perform?

The Prudential Jennison Equity Income Fund’s Class A shares returned –1.59% for the 12-month reporting period ended October 31, 2015, underperforming the 0.88% return of the Lipper Equity Income Funds Index, the 0.08% return of the Lipper Equity Income Average, and the 5.21% return of the S&P 500 Index.

 

What was the market environment like for stocks during the period?

Weak energy prices, a strong US dollar, and slowing growth in China were key influences on the global economic landscape in the period. The US remained the strongest of the major global economies. The Federal Reserve ended its quantitative-easing program in December, signaling confidence in the health of US economic activity and labor market conditions.

 

Europe struggled, unsuccessfully, to avert Greece’s default even as the country’s new government called for less austerity. Eurozone leaders eventually reached an agreement to start negotiations on a third bailout for Greece. Economic activity on the continent remained anemic but showed signs of improving.

 

Japan showed little progress, although investors hoped a weaker yen would boost exports.

 

China’s struggle to drive growth through domestic consumer demand, rather than exports and massive public works programs, continued. Authorities implemented a host of measures designed to loosen monetary and fiscal policies and stimulate consumption. A Chinese market correction in late summer and the ensuing devaluation of the yuan heightened skepticism about the reported strength of economic growth in the world’s second-largest economy and raised concerns that other struggling economies might set off a cycle of devaluations to remain competitive in global export markets.

 

Brazil fell into recession. A number of other key emerging market countries were hurt by a combination of slower growth and fiscal pressures, which produced a fairly inhospitable investment environment.

 

These challenges, along with uncertainty about the timing and pace of anticipated monetary tightening in the US, contributed to continued volatility in global financial markets.

 

Which holdings made the largest positive contributions to the Fund’s return?

The Fund’s leading contributors during the period included tobacco company Reynolds American, consumer discretionary company Starbucks Corporation, and

 

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packaged foods & meats firm Kraft Heinz Company. Other noteworthy contributors during the period were Cisco Systems and Home Depot.

 

See “Comments on largest holdings” below for discussion of for Reynolds American and Kraft Heinz Company.

 

   

Starbucks is a roaster, marketer, and retailer of specialty coffee. It sells coffee, tea, and other beverages, along with a range of fresh food items, through its company-operated stores. It also sells coffee and tea products and licenses its trademarks to other stores and grocery and national foodservice accounts.

 

Which holdings detracted most from the Fund’s return?

The major overall detractors for the period included oil and gas storage and transportation firm Williams Companies, renewable electricity provider Abengoa Yield plc, along with the company’s parent company, industrials firm Abengoa SA. Other noteworthy detractors stemmed from the information technology sector and included Xerox Corporation and Yahoo! Inc.

 

   

Williams Companies is an integrated, large-scale, natural gas infrastructure company that explores, produces, transports, sells, and processes natural gas and petroleum products. Williams Companies is the parent-company and general partner (GP) of Williams Partners, which gathers, transports, and processes natural gas. It also fractionates and stores natural gas liquids. Jennison believes the company, along with its subsidiaries, is a gas behemoth with premier Northeast and Gulf Coast positioning, which should benefit from a rise in needed transportation projects. With its attractive footprint in fast-growing shale basins—the Marcellus, Utica, Eagle Ford, and Permian Basin, Jennison believes Williams will be a principal beneficiary of rising demand for natural gas and natural gas liquids (NGLs).

 

   

Abengoa Yield is the primary vehicle through which Abengoa, SA owns, manages, and acquires renewable energy, conventional power, and electric transmission lines, and other contracted revenue-generating assets. The company’s assets consist of five renewable energy assets, a cogeneration facility (cogneration is the simultaneous production of electricity and heat), and several electric transmission lines. Jennison likes Abengoa, not only for its current yield, but also for its potential to grow its profits, along with the prospect of increasing its dividend over the next few years.

 

   

Abengoa SA is a Spain-based company that provides technology services for the engineering sector. The company has three main business divisions: the Industrial Engineering and Construction division comprises turnkey power

 

Prudential Jennison Equity Income Fund     7   


Strategy and Performance Overview (continued)

 

  station projects, hydraulic infrastructures, and electric transmission lines; the Concession-type Infrastructure division includes the operation of desalinization and power plants, such as solar, cogeneration, and wind; and the Industrial Production division comprises the production of bio-fuels, waste treatment, and the development of solar thermal technology.

 

Were there significant changes to the portfolio?

During the reporting period, there were some changes to the portfolio. The Fund scaled back its oil and gas storage and transportation exposure in favor of increasing its exposure in the consumer staples sector. During the period, the Fund also increased its overall real estate investment trust (REIT) holdings while decreasing its exposure to the industrials sector.

 

The Fund added or exited individual positions based on company fundamentals and the stocks’ risk-reward characteristics. Significant positions established included IT services firm Computer Sciences Corporation, consumer discretionary company McDonald’s, tobacco company Reynolds American, and specialized REIT Digital Realty Trust. Positions in Canadian Pacific Railway, oil and gas storage and transportation firm Targa Resources, and German-based industrials company Siemens AG were eliminated during the period. Additionally, the Fund reduced its positions in AbbVie, Inc., Xerox Corporation, and added to its position in GEO Group.

 

Did the Fund hold derivatives and did they affect performance?

The Fund’s exposure to derivatives was minimal, and included put and call equity options and structured notes. These holdings had a minimal effect on performance during the period.

 

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Comments on Largest Holdings

 

4.4% Cisco Systems, Inc., Communications Equipment

Cisco Systems designs, manufactures, and sells Internet protocol (IP)-based networking products and services related to the communications and information technology (IT) industry. The company also provides products and services for transporting data, voice, and video traffic across intranets, extranets, and the Internet.

 

4.0% Computer Sciences Corp., IT Services

Computer Sciences Corporation is a global provider of information technology (IT) and professional services and solutions. The Company operates through its three primary business segments: Global Business Services, which is a provider of various technology services, including consulting, applications services, and software; Global Infrastructure Services, which provides services, such as managed and virtual desktop tools, and data center management; and the North American Public Sector, which delivers IT, mission- and operations-related services. The company also offers a variety of enterprise cloud management software and other services through its subsidiary ServiceMesh Inc.

 

3.1% McDonald’s Corp., Hotels, Restaurants & Leisure

McDonald’s Corporation operates and franchises McDonald’s restaurants. McDonald’s global system comprises both company-owned and franchised restaurants that offer a substantially uniform menu, including hamburgers and cheeseburgers, Big Mac, Quarter Pounder with Cheese, Filet-O-Fish, several chicken sandwiches, Chicken McNuggets, wraps, french fries, salads, oatmeal, shakes, McFlurry desserts, sundaes, soft serve cones, pies, soft drinks, coffee, and McCafe beverages.

 

3.0% Reynolds American, Inc., Tobacco

Reynolds American is a holding company, which, through its subsidiaries, manufactures and sells cigarettes in the US. Reynolds recently completed its acquisition of Lorillard and is in the process of integrating and realizing cost synergies between the two companies. Together, the company’s wholly owned subsidiaries include R. J. Reynolds Tobacco Company, American Snuff Company, LLC (American Snuff Co.), Lorillard, Inc., Santa Fe Natural Tobacco Company, Inc. (SFNTC), R. J. Reynolds Vapor Company (RJR Vapor), Niconovum USA, Inc., and Niconovum AB.

 

3.0% Kraft Heinz Co. (The), Food Products

Kraft Heinz Company is a newly formed food and beverages product company resulting from the merger of Kraft Foods Group, Inc. and H.J. Heinz Co. The newly formed company produces a multitude of food and beverage products and collectively its brands include Kraft, Heinz, ABC, Capri Sun, Classico, Jell-O, Kool-Aid, Lunchables, Maxwell House, Ore-Ida, Oscar Mayer, Philadelphia, Planters, Plasmon, Quero, Weight Watchers Smart Ones, and Velveeta.

 

Prudential Jennison Equity Income Fund     9   


Fees and Expenses (Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested on May 1, 2015, at the beginning of the period, and held through the six-month period ended October 31, 2015. The example is for illustrative purposes only; you should consult the Prospectus for information on initial and subsequent minimum investment requirements.

 

Actual Expenses

The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

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

 

The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to individual retirement accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of

 

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Prudential Investments funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account over the six-month period when you estimate the total ongoing expenses paid over the period and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information 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.

 

Prudential
Jennison  Equity
Income Fund
  Beginning Account
Value
May 1, 2015
    Ending Account
Value
October 31, 2015
    Annualized
Expense Ratio
Based on the
Six-Month Period
    Expenses Paid
During the
Six-Month Period*
 
         
Class A   Actual   $ 1,000.00      $ 951.30        1.14   $ 5.61   
    Hypothetical   $ 1,000.00      $ 1,019.46        1.14   $ 5.80   
         
Class B   Actual   $ 1,000.00      $ 947.50        1.89   $ 9.28   
    Hypothetical   $ 1,000.00      $ 1,015.68        1.89   $ 9.60   
         
Class C   Actual   $ 1,000.00      $ 948.00        1.89   $ 9.28   
    Hypothetical   $ 1,000.00      $ 1,015.68        1.89   $ 9.60   
         
Class Q   Actual   $ 1,000.00      $ 953.10        0.78   $ 3.84   
    Hypothetical   $ 1,000.00      $ 1,021.27        0.78   $ 3.97   
         
Class R   Actual   $ 1,000.00      $ 950.10        1.39   $ 6.83   
    Hypothetical   $ 1,000.00      $ 1,018.20        1.39   $ 7.07   
         
Class Z   Actual   $ 1,000.00      $ 952.60        0.89   $ 4.38   
    Hypothetical   $ 1,000.00      $ 1,020.72        0.89   $ 4.53   

*Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended October 31, 2015, and divided by the 365 days in the Fund’s fiscal year ended October 31, 2015 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.

 

Prudential Jennison Equity Income Fund     11   


Fees and Expenses (continued)

 

 

The Fund’s annual expense ratios for the 12-month period ended October 31, 2015, are as follows:

 

Class    Gross Operating Expenses     Net Operating Expenses  

A

     1.18     1.13

B

     1.88        1.88   

C

     1.88        1.88   

Q

     0.78        0.78   

R

     1.63        1.38   

Z

     0.88        0.88   

 

Net operating expenses shown above reflect any fee waivers and/or expense reimbursements. Additional information on Fund expenses and any fee waivers and/or expense reimbursements can be found in the “Financial Highlights” tables in this report and in the Notes to the Financial Statements in this report.

 

12   Visit our website at www.prudentialfunds.com


Portfolio of Investments

 

as of October 31, 2015

 

Description    Shares      Value (Note 1)  

LONG-TERM INVESTMENTS    99.2%

     

COMMON STOCKS    93.5%

     

Aerospace & Defense    1.8%

                 

Boeing Co. (The)

     570,304       $ 84,444,913   

Airlines    0.2%

                 

Air Canada (Canada)*

     1,121,557         9,229,086   

Banks    5.5%

                 

Bank of America Corp.

     3,453,570         57,950,905   

JPMorgan Chase & Co.

     1,559,488         100,197,104   

Wells Fargo & Co.

     1,896,879         102,697,029   
     

 

 

 
        260,845,038   

Beverages    3.3%

                 

Britvic PLC (United Kingdom)

     6,992,725         75,172,397   

Britvic PLC (United Kingdom), 144A(a)

     741,992         7,976,478   

Coca-Cola Co. (The)

     558,097         23,635,408   

Coca-Cola Enterprises, Inc.

     947,268         48,632,739   
     

 

 

 
        155,417,022   

Biotechnology    3.0%

                 

AbbVie, Inc.

     846,369         50,401,274   

Celgene Corp.*

     741,263         90,960,383   
     

 

 

 
        141,361,657   

Chemicals    0.8%

                 

Air Products & Chemicals, Inc.

     268,539         37,321,550   

Commercial Services & Supplies    0.8%

                 

Spotless Group Holdings Ltd. (Australia)

     5,955,536         9,094,516   

Spotless Group Holdings Ltd. (Australia), 144A(a)

     18,978,066         28,980,821   
     

 

 

 
        38,075,337   

Communications Equipment    5.2%

                 

Cisco Systems, Inc.

     7,231,605         208,631,804   

QUALCOMM, Inc.

     634,783         37,718,806   
     

 

 

 
        246,350,610   

Consumer Finance    0.8%

                 

Navient Corp.

     2,846,539         37,545,849   

 

See Notes to Financial Statements.

 

Prudential Jennison Equity Income Fund     13   


 

Portfolio of Investments

 

as of October 31, 2015 continued

 

Description    Shares      Value (Note 1)  

COMMON STOCKS (Continued)

     

Containers & Packaging    1.3%

                 

Bemis Co., Inc.

     668,363       $ 30,597,658   

Packaging Corp. of America

     427,064         29,232,531   
     

 

 

 
        59,830,189   

Diversified Financial Services

                 

Gateway Energy & Resource Holdings LLC, Private Placement, (original cost $2,000,000; purchased 12/14/07), 144A*(a)(b)

     100,000         1,213,967   

Diversified Telecommunication Services    2.1%

                 

Frontier Communications Corp.

     16,935,475         87,048,342   

HKBN Ltd. (Hong Kong), 144A*(a)

     11,130,869         13,357,235   
     

 

 

 
        100,405,577   

Electric Utilities    0.2%

                 

Alupar Investimento SA (Brazil)

     375,608         1,543,708   

Alupar Investimento SA (Brazil), 144A(a)

     1,777,926         7,307,082   
     

 

 

 
        8,850,790   

Food Products    7.1%

                 

ConAgra Foods, Inc.

     1,456,933         59,078,633   

JM Smucker Co. (The)

     875,299         102,751,350   

Kraft Heinz Co. (The)

     1,796,396         140,064,996   

Pinnacle Foods, Inc.

     762,810         33,624,665   
     

 

 

 
        335,519,644   

Hotels, Restaurants & Leisure    8.3%

                 

Carnival Corp.

     1,767,474         95,584,994   

McDonald’s Corp.

     1,282,709         143,984,085   

Merlin Entertainments PLC (United Kingdom)

     325,083         2,074,319   

Merlin Entertainments PLC (United Kingdom), 144A(a)

     1,210,217         7,722,262   

SeaWorld Entertainment, Inc.

     1,880,715         37,482,650   

Starbucks Corp.

     882,151         55,196,188   

Starwood Hotels & Resorts Worldwide, Inc.

     637,895         50,948,674   
     

 

 

 
        392,993,172   

Independent Power & Renewable Electricity Producers    1.8%

                 

Abengoa Yield PLC (Spain)(c)

     2,926,967         54,236,698   

NRG Yield, Inc. (Class A Stock)(c)

     1,135,833         15,594,987   

NRG Yield, Inc. (Class C Stock)(c)

     1,135,833         16,401,429   
     

 

 

 
        86,233,114   

 

See Notes to Financial Statements.

 

14  


Description              Shares      Value (Note 1)  

COMMON STOCKS (Continued)

           

Insurance    1.1%

                           

MetLife, Inc.

           1,044,748       $ 52,634,404   

IT Services    5.7%

                           

Computer Sciences Corp.

           2,848,162         189,659,108   

Xerox Corp.

           8,447,236         79,319,546   
           

 

 

 
              268,978,654   

Life Sciences Tools & Services    1.0%

                           

Thermo Fisher Scientific, Inc.

           367,536         48,066,358   

Media    2.4%

                           

Cinemark Holdings, Inc.(c)

           1,117,760         39,613,414   

Time Warner, Inc.(c)

           992,166         74,749,787   
           

 

 

 
              114,363,201   

Multi-Utilities    1.6%

                           

NiSource, Inc.

           1,006,319         19,281,072   

PG&E Corp.

           1,045,253         55,816,510   
           

 

 

 
              75,097,582   

Oil, Gas & Consumable Fuels    6.7%

                           

Cheniere Energy Partners LP Holdings LLC

           3,429,230         67,487,246   

Columbia Pipeline Group, Inc.

           1,193,445         24,787,853   

Euronav NV (Belgium)

           2,615,106         39,121,986   

Kinder Morgan, Inc.(c)

           2,390,856         65,389,912   

Pembina Pipeline Corp. (Canada)

           955,185         23,994,247   

SemGroup Corp. (Class A Stock)

           110,617         5,038,604   

Williams Cos., Inc. (The)

           2,277,679         89,831,660   
           

 

 

 
              315,651,508   

Pharmaceuticals    6.4%

                           

Bristol-Myers Squibb Co.

           1,980,139         130,590,167   

Endo International PLC*

           1,106,081         66,353,799   

Merck & Co., Inc.

           447,790         24,476,201   

Pfizer, Inc.

           2,404,742         81,328,375   
           

 

 

 
              302,748,542   

 

See Notes to Financial Statements.

 

Prudential Jennison Equity Income Fund     15   


 

Portfolio of Investments

 

as of October 31, 2015 continued

 

Description    Shares      Value (Note 1)  

COMMON STOCKS (Continued)

     

Real Estate Investment Trusts (REITs)    9.6%

                 

Crown Castle International Corp.

     690,275       $ 58,990,902   

CyrusOne, Inc.

     2,121,579         74,849,307   

Digital Realty Trust, Inc.

     1,631,394         120,657,900   

GEO Group, Inc. (The)(c)

     2,036,780         65,726,891   

MFA Financial, Inc.

     6,754,606         46,741,874   

QTS Realty Trust, Inc. (Class A Stock)

     883,546         38,001,313   

Starwood Property Trust, Inc.

     2,443,315         49,086,198   
     

 

 

 
        454,054,385   

Road & Rail    1.4%

                 

Union Pacific Corp.

     729,747         65,202,894   

Software    1.7%

                 

Microsoft Corp.

     1,463,772         77,052,958   

Specialty Retail    4.4%

                 

GameStop Corp. (Class A Stock)(c)

     1,821,896         83,934,748   

Home Depot, Inc. (The)

     773,006         95,574,462   

Lowe’s Cos., Inc.

     371,131         27,400,602   
     

 

 

 
        206,909,812   

Technology Hardware, Storage & Peripherals    2.2%

                 

Apple, Inc.

     842,597         100,690,342   

Tobacco    5.1%

                 

Philip Morris International, Inc.

     1,113,039         98,392,648   

Reynolds American, Inc.

     2,909,636         140,593,611   
     

 

 

 
        238,986,259   

Wireless Telecommunication Services    2.0%

                 

Vodafone Group PLC (United Kingdom), ADR

     2,878,629         94,908,398   
     

 

 

 

TOTAL COMMON STOCKS
(cost $4,078,727,338)

        4,410,982,812   
     

 

 

 

PREFERRED STOCKS    4.4%

     

Diversified Telecommunication Services    1.5%

                 

Frontier Communications Corp., Series A, CVT, 11.125%

     698,323         69,224,759   

 

See Notes to Financial Statements.

 

16  


Description                 Shares      Value (Note 1)  

PREFERRED STOCKS (Continued)

          

Independent Power & Renewable Electricity Producers    0.4%

  

                 

Dynegy, Inc., Series A, CVT, 5.375%(c)

          241,991       $ 17,612,105   

Oil, Gas & Consumable Fuels    1.0%

                                  

Kinder Morgan, Inc., Series A, CVT, 9.75%*

          962,591         47,465,362   

Pharmaceuticals    0.4%

                                  

Allergan PLC (Ireland) Series A, CVT, 5.50%

          16,881         17,668,161   

Real Estate Investment Trusts (REITs)    1.1%

  

                         

American Tower Corp., CVT, 5.50%

          523,879         54,745,356   
          

 

 

 

TOTAL PREFERRED STOCKS
(cost $210,809,542)

             206,715,743   
          

 

 

 
    

Interest
Rate

   

Maturity
Date

    

Principal
Amount (000)#

        

CONVERTIBLE BOND    1.3%

          

Financial Services

                                  

WFC United Continental Holdings, Inc., Sr. Unsec’d. Notes, 144A(a)
(cost $58,550,691)

     7.440     11/04/15         98,278         59,173,184   
          

 

 

 

TOTAL LONG-TERM INVESTMENTS
(cost $4,348,087,571)

             4,676,871,739   
          

 

 

 
                 

Shares

        

SHORT-TERM INVESTMENT    3.7%

          

AFFILIATED MONEY MARKET MUTUAL FUND

  

Prudential Investment Portfolios 2 - Prudential Core Taxable Money Market Fund
(cost $176,559,784; includes $119,692,999 of cash collateral for
securities on loan)(Note 3)(d)(e)

     

     176,559,784         176,559,784   
          

 

 

 

TOTAL INVESTMENTS    102.9%
(cost $4,524,647,355) (Note 5)

             4,853,431,523   

Liabilities in excess of other assets    (2.9)%

  

          (136,677,604
          

 

 

 

NET ASSETS    100.0%

           $ 4,716,753,919   
          

 

 

 

 

See Notes to Financial Statements.

 

Prudential Jennison Equity Income Fund     17   


 

Portfolio of Investments

 

as of October 31, 2015 continued

 

 

The following abbreviations are used in the annual report:

144A—Security was purchased pursuant to Rule 144A under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, 144A securities are deemed to be liquid.

ADR—American Depositary Receipt

CVT—Convertible Security

OTC—Over-the-counter

REITs—Real Estate Investment Trusts

# Principal amount is shown in U.S. dollars unless otherwise stated.
* Non-income producing security.
(a) Indicates a security or securities that have been deemed illiquid.
(b) Indicates a restricted security; the aggregate cost of the restricted security is $2,000,000. The aggregate value, $1,213,967, is approximately 0.0% of net assets.
(c) All or a portion of security is on loan. The aggregate market value of such securities, including those sold and pending settlement, is $117,502,877; cash collateral of $119,692,999 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments. Securities on loan are subject to contractual netting arrangements.
(d) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.
(e) Prudential Investments LLC, the manager of the Fund, also serves as manager of the Prudential Investment Portfolios 2 - Prudential Core Taxable Money Market Fund.

 

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

 

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

 

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

 

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

 

The following is a summary of the inputs used as of October 31, 2015 in valuing such portfolio securities:

 

        Level 1             Level 2             Level 3      

Investments in Securities

     

Common Stocks

     

Aerospace & Defense

  $ 84,444,913      $      $   —   

Airlines

    9,229,086                 

Banks

    260,845,038                 

Beverages

    72,268,147        83,148,875          

 

See Notes to Financial Statements.

 

18  


        Level 1             Level 2             Level 3      

Common Stocks (continued)

     

Biotechnology

  $ 141,361,657      $      $   

Chemicals

    37,321,550                 

Commercial Services & Supplies

           38,075,337          

Communications Equipment

    246,350,610                 

Consumer Finance

    37,545,849                 

Containers & Packaging

    59,830,189                 

Diversified Financial Services

                  1,213,967   

Diversified Telecommunication Services

    87,048,342        13,357,235          

Electric Utilities

    1,543,708        7,307,082          

Food Products

    335,519,644                 

Hotels, Restaurants & Leisure

    383,196,591        9,796,581          

Independent Power & Renewable Electricity Producers

    86,233,114                 

Insurance

    52,634,404                 

IT Services

    268,978,654                 

Life Sciences Tools & Services

    48,066,358                 

Media

    114,363,201                 

Multi-Utilities

    75,097,582                 

Oil, Gas & Consumable Fuels

    315,651,508                 

Pharmaceuticals

    302,748,542                 

Real Estate Investment Trusts (REITs)

    454,054,385                 

Road & Rail

    65,202,894                 

Software

    77,052,958                 

Specialty Retail

    206,909,812                 

Technology Hardware, Storage & Peripherals

    100,690,342                 

Tobacco

    238,986,259                 

Wireless Telecommunication Services

    94,908,398                 

Preferred Stocks

     

Diversified Telecommunication Services

    69,224,759                 

Independent Power & Renewable Electricity Producers

    17,612,105                 

Oil, Gas & Consumable Fuels

    47,465,362                 

Pharmaceuticals

    17,668,161                 

Real Estate Investment Trusts (REITs)

    54,745,356                 

Convertible Bond

                  59,173,184   

Affiliated Money Market Mutual Fund

    176,559,784                 
 

 

 

   

 

 

   

 

 

 

Total

  $ 4,641,359,262      $ 151,685,110      $ 60,387,151   
 

 

 

   

 

 

   

 

 

 

 

See Notes to Financial Statements.

 

Prudential Jennison Equity Income Fund     19   


 

Portfolio of Investments

 

as of October 31, 2015 continued

 

 

The following is a reconciliation of assets in which unobservable inputs (Level 3) were used in determining fair value:

 

    Common
Stock
    Convertible
Bonds
 

Balance as of 10/31/14

  $ 1,415,762      $ 355,797,167   

Accrued discount/premium

             

Realized gain (loss)

           (2,886,590

Change in unrealized appreciation (depreciation)*

    (201,795     19,846,447   

Purchases

           58,550,691   

Sales

           (372,134,531

Transfers into Level 3

             

Transfers out of Level 3

             
 

 

 

   

 

 

 

Balance as of 10/31/15

  $ 1,213,967      $ 59,173,184   
 

 

 

   

 

 

 

 

* Of which, $420,698 was relating to securities held at the reporting period end.

 

Level 3 securities as presented in the table above are being fair valued using pricing methodologies approved by Board, which contain unobservable inputs as follows:

 

    Fair Value
October 31, 2015
   

Valuation
Methodologies

 

Unobservable
Input(s)

  Range
(Weighted
Average)
 

Common Stocks

  $ 1,213,967      Mark-to-Market (Index)   Discretionary Adjustment Rate     (13.27 )% 

Convertible
Bonds Investments

  $ 59,173,184      Market Approach   Offered quote   $ 60.21   

 

See Notes to Financial Statements.

 

20  


The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of October 31, 2015 were as follows (Unaudited):

 

Real Estate Investment Trusts (REITs)

    10.7

Hotels, Restaurants & Leisure

    8.3   

Oil, Gas & Consumable Fuels

    7.7   

Food Products

    7.1   

Pharmaceuticals

    6.8   

IT Services

    5.7   

Banks

    5.5   

Communications Equipment

    5.2   

Tobacco

    5.1   

Specialty Retail

    4.4   

Affiliated Money Market Mutual Fund (including 2.5% of collateral for securities on loan)

    3.7   

Diversified Telecommunication Services

    3.6   

Beverages

    3.3   

Biotechnology

    3.0   

Media

    2.4   

Independent Power & Renewable Electricity Producers

    2.2   

Technology Hardware, Storage & Peripherals

    2.2   

Wireless Telecommunication Services

    2.0

Aerospace & Defense

    1.8   

Software

    1.7   

Multi-Utilities

    1.6   

Road & Rail

    1.4   

Containers & Packaging

    1.3   

Financial Services

    1.3   

Insurance

    1.1   

Life Sciences Tools & Services

    1.0   

Commercial Services & Supplies

    0.8   

Consumer Finance

    0.8   

Chemicals

    0.8   

Airlines

    0.2   

Electric Utilities

    0.2   
 

 

 

 
    102.9   

Liabilities in excess of other assets

    (2.9
 

 

 

 
    100.0
 

 

 

 

 

See Notes to Financial Statements.

 

Prudential Jennison Equity Income Fund     21   


 

Statement of Assets & Liabilities

 

as of October 31, 2015

 

Assets

        

Investments at value, including securities on loan of $117,502,877:

  

Unaffiliated investments (cost $4,348,087,571)

   $ 4,676,871,739   

Affiliated investments (cost $176,559,784)

     176,559,784   

Receivable for investments sold

     27,752,723   

Receivable for Fund shares sold

     8,453,898   

Dividends and interest receivable

     5,651,906   

Tax reclaim receivable

     3,931,114   

Prepaid expenses

     45,986   
  

 

 

 

Total assets

     4,899,267,150   
  

 

 

 

Liabilities

        

Payable to broker for collateral for securities on loan

     119,692,999   

Payable for investments purchased

     36,437,031   

Payable for Fund shares reacquired

     19,904,161   

Management fee payable

     2,993,494   

Distribution fee payable

     1,550,359   

Accrued expenses and other liabilities

     1,047,244   

Payable to custodian

     781,868   

Affiliated transfer agent fee payable

     104,585   

Deferred directors’ fees

     1,490   
  

 

 

 

Total liabilities

     182,513,231   
  

 

 

 

Net Assets

   $ 4,716,753,919   
  

 

 

 
          

Net assets were comprised of:

  

Common stock, at par

   $ 290,659   

Paid-in capital in excess of par

     4,043,394,859   
  

 

 

 
     4,043,685,518   

Undistributed net investment income

     15,737,372   

Accumulated net realized gain on investment and foreign currency transactions

     329,096,034   

Net unrealized appreciation on investments and foreign currencies

     328,234,995   
  

 

 

 

Net assets, October 31, 2015

   $ 4,716,753,919   
  

 

 

 

 

See Notes to Financial Statements.

 

22  


 

Class A

        

Net asset value and redemption price per share,
($1,584,922,513 ÷ 95,563,077 shares of common stock issued and outstanding)

   $ 16.59   

Maximum sales charge (5.50% of offering price)

     0.97   
  

 

 

 

Maximum offering price to public

   $ 17.56   
  

 

 

 

Class B

        

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

  

($146,618,153 ÷ 9,456,023 shares of common stock issued and outstanding)

   $ 15.51   
  

 

 

 

Class C

        

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

  

($1,285,070,865 ÷ 83,086,907 shares of common stock issued and outstanding)

   $ 15.47   
  

 

 

 

Class Q

        

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

  

($27,327,590 ÷ 1,646,299 shares of common stock issued and outstanding)

   $ 16.60   
  

 

 

 

Class R

        

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

  

($44,386,859 ÷ 2,676,580 shares of common stock issued and outstanding)

   $ 16.58   
  

 

 

 

Class Z

        

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

  

($1,628,427,939 ÷ 98,229,771 shares of common stock issued and outstanding)

   $ 16.58   
  

 

 

 

 

See Notes to Financial Statements.

 

Prudential Jennison Equity Income Fund     23   


 

Statement of Operations

 

Year Ended October 31, 2015

 

Net Investment Income

        

Income

  

Unaffiliated dividend income (net of foreign withholding taxes of $2,603,093)

   $ 147,925,299   

Interest income

     24,192,507   

Affiliated income from securities lending, net

     3,565,061   

Affiliated dividend income

     132,098   
  

 

 

 

Total income

     175,814,965   
  

 

 

 

Expenses

  

Management fee

     38,347,660   

Distribution fee—Class A

     5,235,545   

Distribution fee—Class B

     1,645,624   

Distribution fee—Class C

     13,533,934   

Distribution fee—Class R

     334,720   

Transfer agent’s fees and expenses (including affiliated expense of $602,500)

     5,387,000   

Custodian and accounting fees

     607,000   

Shareholders’ reports

     325,000   

Registration fees

     168,000   

Directors’ fees

     107,000   

Insurance expenses

     58,000   

Legal fees and expenses

     50,000   

Audit fee

     26,000   

Miscellaneous

     46,771   
  

 

 

 

Total expenses

     65,872,254   

Less: Distribution fee waiver—Class A

     (872,591

Distribution fee waiver—Class R

     (111,573
  

 

 

 

Net expenses

     64,888,090   
  

 

 

 

Net investment income

     110,926,875   
  

 

 

 

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

        

Net realized gain (loss) on:

  

Investment transactions

     336,218,671   

Foreign currency transactions

     (254,928
  

 

 

 
     335,963,743   
  

 

 

 

Net change in unrealized appreciation (depreciation) on:

  

Investments

     (535,913,603

Foreign currencies

     (320,581
  

 

 

 
     (536,234,184
  

 

 

 

Net loss on investment and foreign currency transactions

     (200,270,441
  

 

 

 

Net Decrease In Net Assets Resulting From Operations

   $ (89,343,566
  

 

 

 

 

See Notes to Financial Statements.

 

24  


 

Statement of Changes in Net Assets

 

 

     Year Ended October 31,  
     2015      2014  

Increase (Decrease) in Net Assets

                 

Operations

     

Net investment income

   $ 110,926,875       $ 175,963,139   

Net realized gain on investment and foreign currency transactions

     335,963,743         211,136,030   

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

     (536,234,184      263,649,953   
  

 

 

    

 

 

 

Net increase (decrease) in net assets resulting from operations

     (89,343,566      650,749,122   
  

 

 

    

 

 

 

Dividends and Distributions (Note 1)

     

Dividends from net investment income

     

Class A

     (33,743,714      (73,909,591

Class B

     (2,188,040      (6,171,065

Class C

     (18,415,554      (42,727,307

Class Q

     (436,796      (131,499

Class R

     (763,518      (1,233,844

Class X

             (1,943

Class Z

     (39,024,552      (60,866,615
  

 

 

    

 

 

 
     (94,572,174      (185,041,864
  

 

 

    

 

 

 

Distributions from net realized gains

     

Class A

     (69,567,800      (75,598,648

Class B

     (7,171,006      (7,411,991

Class C

     (55,233,468      (50,122,234

Class Q

     (253,788      (127,029

Class R

     (1,670,449      (1,119,700

Class X

             (13,494

Class Z

     (70,679,946      (55,212,077
  

 

 

    

 

 

 
     (204,576,457      (189,605,173
  

 

 

    

 

 

 

Fund share transactions (Net of share conversions) (Note 6)

     

Net proceeds from shares sold

     928,311,730         1,077,288,034   

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

     244,337,779         299,541,549   

Cost of shares reacquired

     (1,118,715,152      (845,558,799
  

 

 

    

 

 

 

Net increase in net assets from Fund share transactions

     53,934,357         531,270,784   
  

 

 

    

 

 

 

Total increase (decrease)

     (334,557,840      807,372,869   

Net Assets:

                 

Beginning of year

     5,051,311,759         4,243,938,890   
  

 

 

    

 

 

 

End of year(a)

   $ 4,716,753,919       $ 5,051,311,759   
  

 

 

    

 

 

 

(a) Includes undistributed net investment income of:

   $ 15,737,372       $   
  

 

 

    

 

 

 

 

See Notes to Financial Statements.

 

Prudential Jennison Equity Income Fund     25   


 

Notes to Financial Statements

 

 

Prudential Investment Portfolios, Inc. 10 (the “Company”) is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (“1940 Act”). The Company was organized on March 5, 1997, as a Maryland Corporation. The Company operates as a series company. At October 31, 2015, the Company consisted of two diversified investment portfolios (each a “Fund” and collectively the “Funds”). The information presented in these financial statements pertains to Prudential Jennison Equity Income Fund (the “Fund”). The investment objective of the Fund is income and capital appreciation.

 

1. Significant Accounting Policies

 

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

 

Securities Valuation: The Fund holds securities and other assets that are fair valued at the close of each day the New York Stock Exchange (“NYSE”) is open for trading. 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. The Board of Trustees (the “Board”) has adopted Valuation Procedures for security valuation under which fair valuation responsibilities have been delegated to Prudential Investments LLC (“PI”). Under the current Valuation Procedures, the established Valuation Committee is responsible for supervising the valuation of portfolio securities and other assets. 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. A record of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at its next regularly-scheduled quarterly meeting.

 

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 table following the Portfolio of Investments.

 

Common and preferred stocks, exchange-traded funds, and derivative instruments such as futures or options that are traded on a national securities exchange are valued

 

26  


at the last sale price as of the close of trading on the applicable exchange where the security principally trades. Securities traded via NASDAQ are valued at the NASDAQ official closing price. To the extent these securities are valued at the last sale price or NASDAQ official closing price, they are classified as Level 1 in the fair value hierarchy.

 

In the event that no sale or official closing price on valuation date exists, these securities are generally valued at the mean between the last reported bid and ask prices, or at the last bid price in the absence of an ask price. These securities are classified as Level 2 in the fair value hierarchy.

 

Common and preferred stocks traded on foreign securities exchange are valued using pricing vendor services that provide model prices derived using adjustments factors based on information such as local closing price, relevant general and sector indices, currency fluctuations, depositary receipts, and futures, as applicable. Securities valued using such model prices are classified as Level 2 in the fair value hierarchy. Such securities are valued using model prices to the extent that the valuation meets the established confidence level for each security. If the confidence level is not met or the vendor does not provide a model price, securities are valued in accordance with exchange-traded common and preferred stocks discussed above.

 

Participatory Notes (“P-notes”) are generally valued based upon the value of a related underlying security that trades actively in the market and are classified as Level 2 in the fair value hierarchy.

 

Investments in open-end, non-exchange-traded mutual funds are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.

 

Fixed income securities traded in the OTC market are generally valued at prices provided by approved independent pricing vendors. The pricing vendors provide these prices after evaluating observable inputs including, but not limited to yield curves, yield spreads, credit ratings, deal terms, tranche level attributes, default rates, cash flows, prepayment speeds, broker/dealer quotations, and reported trades. Securities valued using such vendor prices are classified as Level 2 in the fair value hierarchy.

 

OTC derivative instruments are generally valued using pricing vendor services, which derive the valuation based on inputs such as underlying asset prices, indices, spreads, interest rates, and exchange rates. These instruments are categorized as Level 2 in the fair value hierarchy.

 

Prudential Jennison Equity Income Fund     27   


 

Notes to Financial Statements

 

continued

 

 

Centrally cleared swaps listed or traded on a multilateral or trade facility platform, such as a registered exchange, are generally valued at the daily settlement price determined by the respective exchange. These securities are classified as Level 2 in the fair value hierarchy, as the daily settlement price is not public.

 

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.

 

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 investment adviser regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values.

 

Restricted and Illiquid Securities: Subject to the guidelines adopted by the Board, the Fund may invest up to 15% of its net assets in illiquid securities, including those which are restricted as to disposition under securities law (“restricted securities”). Restricted securities are valued pursuant to the valuation procedures noted above. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, cannot be sold within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the investment.

 

Therefore, the Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its Subadviser and may incur expenses that would not be incurred in the sale of securities that were freely marketable. Certain securities that would otherwise be considered illiquid because of legal restrictions on resale to the general public may be traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. These Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act, may be deemed liquid by the Fund’s Subadviser under the guidelines adopted by the Directors of the Fund. However, the liquidity of the Fund’s investments in Rule 144A securities could be impaired if trading does not develop or declines.

 

28  


Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:

 

(i) market value of investment securities, other assets and liabilities—at the current rates of exchange.

 

(ii) purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such transactions.

 

Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities held at the end of the period. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities sold during the period. Accordingly, realized foreign currency gains or losses are included in the reported net realized gains or losses on investment transactions.

 

Net realized gains or losses on foreign currency transactions represent net foreign exchange gains or losses from sales and maturities of short-term securities and forward currency contracts, disposition of foreign currencies, currency gains or losses realized between the trade and settlement dates on security transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains or losses from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates are reflected as a component of net unrealized appreciation (depreciation) on foreign currencies.

 

Concentration of Risk: The ability of debt securities issuers (other than those issued or guaranteed by the U.S. Government) held by the Fund to meet its obligations may be affected by the economic or political developments in a specific industry, region or country. Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the possibility of political or economic instability or the level of governmental supervision and regulation of foreign securities markets.

 

Options: The Fund purchased and wrote options in order to hedge against adverse market movements or fluctuations in value caused by changes in prevailing interest rates or foreign currency exchange rates, with respect to securities which the Fund

 

Prudential Jennison Equity Income Fund     29   


 

Notes to Financial Statements

 

continued

 

currently owns or intends to purchase. The Fund’s principal reason for writing options is to realize, through receipt of premiums, a greater current return than would be realized on the underlying security alone. When the Fund purchases an option, it pays a premium and an amount equal to that premium is recorded as an asset. When the Fund writes an option, it receives a premium and an amount equal to that premium is recorded as a liability. The asset or liability is adjusted daily to reflect the current market value of the option. If an option expires unexercised, the Fund realizes a gain or loss to the extent of the premium received or paid. If an option is exercised, the premium received or paid is recorded as an adjustment to the proceeds from the sale or the cost of the purchase in determining whether the Fund has realized a gain or loss. The difference between the premium and the amount received or paid at the closing of a purchase or sale transaction is also treated as a realized gain or loss. Gain or loss on purchased options is included in net realized gain or loss on investment transactions. Gain or loss on written options is presented separately as net realized gain or loss on options written. The Fund, as writer of an option, may have no control over whether the underlying securities may be sold (called) or purchased (put). As a result, the Fund bears the market risk of an unfavorable change in the price of the security underlying the written option. The Fund, as purchaser of an OTC option, bears the risk of the potential inability of the counterparties to meet the terms of their contracts. With exchange-traded options contracts, there is minimal counterparty credit risk to the Fund since the exchanges’ clearinghouse acts as counterparty to all exchange-traded options and guarantees the options contracts against default.

 

Master Netting Arrangements: Certain Portfolios are 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 the Fund. A master netting arrangement between the Portfolio and the counterparty permits the Portfolio to offset amounts payable by the Portfolio to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Portfolio to cover the Portfolio’s exposure to the counterparty.

 

The Fund is a party to ISDA (International Swaps and Derivatives Association, Inc.) Master Agreements with certain counterparties that govern OTC derivative and foreign exchange contracts entered into from time to time. The Master Agreements may contain provisions regarding, among other things, the parties’ general obligations, representations, agreements, collateral requirements, events of default and early termination. With respect to certain counterparties, in accordance with the terms of the

 

30  


Master Agreements, collateral posted to the Fund is held in a segregated account by the Fund’s custodian and with respect to those amounts which can be sold or re-pledged, is presented in the Portfolio of Investments. Collateral pledged by the Fund is segregated by the Fund’s custodian and identified in the Portfolio of Investments. Collateral can be in the form of cash or debt securities issued by the U.S. Government or related agencies or other securities as agreed to by the Fund and the applicable counterparty. Collateral requirements are determined based on the Fund’s net position with each counterparty. Termination events applicable to the Fund may occur upon a decline in the Fund’s net assets below a specified threshold over a certain period of time. Termination events applicable to counterparties may occur upon a decline in the counterparty’s long-term and short term credit ratings below a specified level. In each case, upon occurrence, the other party may elect to terminate early and cause settlement of all derivative and foreign exchange contracts outstanding, including the payment of any losses and costs resulting from such early termination, as reasonably determined by the terminating party. Any decision by one or more of the Fund’s counterparties to elect early termination could impact the Fund’s future derivative activity.

 

In addition to each instrument’s primary underlying risk exposure (e.g. interest rate, credit, equity or foreign exchange, etc.), swap agreements involve, to varying degrees, elements of credit, market and documentation risk. Such risks involve the possibility that no liquid market for these agreements will exist, the counterparty to the agreement may default on its obligation to perform or disagree on the contractual terms of the agreement, and changes in net interest rates will be unfavorable. In connection with these agreements, securities in the portfolio may be identified or received as collateral from the counterparty in accordance with the terms of the respective swap agreements to provide or receive assets of value and to serve as recourse in the event of default or bankruptcy/insolvency of either party. Such OTC derivative agreements include conditions which, when materialized, give the counterparty the right to cause an early termination of the transactions under those agreements. Any election by the counterparty for early termination of the contract(s) may impact the amounts reported on financial statements.

 

As of October 31, 2015, the Fund has not met conditions under such agreements which give the counterparty the right to call for an early termination.

 

Forward currency contracts, written options, short sales, swaps and financial futures contracts involve elements of both market and credit risk in excess of the amounts reflected on the Statement of Assets and Liabilities. Such risks may be mitigated by engaging in master netting arrangements.

 

Securities Lending: The Fund may lend its portfolio securities to banks and broker-dealers. The loans are secured by collateral at least equal to the market value of the

 

Prudential Jennison Equity Income Fund     31   


 

Notes to Financial Statements

 

continued

 

securities loaned. Collateral pledged by each borrower is invested in a highly liquid short-term money market fund and is marked to market daily, based on the previous day’s market value, such that the value of the collateral exceeds the value of the loaned securities. Loans are subject to termination at the option of the borrower or the Fund. Upon termination of the loan, the borrower will return to the Fund securities identical to the loaned securities. Should the borrower of the securities fail financially, the Fund has the right to repurchase the securities using the collateral in the open market. The Fund recognizes income, net of any rebate and securities lending agent fees, for lending its securities, and any interest on the investment of cash received as collateral. The Fund also continues to receive interest and dividends or amounts equivalent thereto, on the securities loaned and recognizes any unrealized gain or loss in the market price of the securities loaned that may occur during the term of the loan.

 

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains or losses from investment and currency transactions are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on an 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 distribution fees which are charged directly to the respective class and transfer agency fees specific to Class Q shares which are charged to that share class) and unrealized and realized gains or 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.

 

Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends, if any, from net investment income are declared and paid at least quarterly. These dividends and distributions are determined in accordance with federal income tax regulations and may differ from accounting principles generally accepted in the United States of America.

 

Net realized gains from investment transactions, if any, are distributed at least annually. Permanent book/tax differences relating to income and gains are reclassified amongst undistributed net investment income, accumulated net realized gain or loss and paid-in capital as appropriate in excess of par.

 

32  


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

 

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

 

2. Agreements

 

The Fund has entered into investment management agreements with PI which provides that the Manager will furnish the Fund with investment advice and investment management and administrative services. The Manager has entered into a subadvisory agreement with Jennison Associates LLC.

 

Advisory Fee and Expense Limitations: The Manager receives a fee, accrued daily and paid monthly, based on an annual rate of the average net assets. The Manager pays the subadviser a fee as compensation for advisory services provided to the Fund. The Manager has voluntarily agreed to waive expenses in accordance with limitation expense policies as noted in the table below. The Manager will reimburse the Fund for its operating expenses, exclusive of taxes, interest, brokerage commissions, distribution fees and extraordinary expenses, but inclusive of the advisory fee, which in the aggregate exceed specified percentages of the Fund’s average net assets while retaining their ability to be reimbursed for such fee waivers prior to the end of the fiscal year. The advisory fee and expense limitation are summarized as follows:

 

Advisory Fee
at October 31, 2015

   Effective Advisory Fee   Expense
Limitation
.85% to $500 million;    .75%   1.15%
.80% next $500 million;     
.75% next $1.5 billion;     
.725% next $2.5 billion     
.70% next $2.5 billion     
.675% next $2.5 billion     
.65% in excess of $10 billion     

 

Such contractual fee waivers or reductions have been calculated prior to any fee reimbursements with respect to the expense limitations, and may be rescinded at any time and without notice to investors. All reimbursements by the Manager are reflected in the Statements of Operations.

 

Prudential Jennison Equity Income Fund     33   


 

Notes to Financial Statements

 

continued

 

 

Certain officers and directors of the Fund are officers or directors of the Manager. The Fund pays no compensation directly to its officers or interested directors.

 

The Fund has distribution agreements with Prudential Investment Management Services LLC (“PIMS”) and Prudential Annuities Distributors, Inc. (“PAD”). PIMS and PAD are both affiliates of PI and indirect, wholly-owned subsidiaries of Prudential. PIMS serves as the distributor of the Fund’s Class A, Class B, Class C, Class Q, Class R and Class Z shares. PIMS, together with PAD, served as co-distributor of the Fund’s Class X shares.

 

The Company has adopted a separate Distribution and Service plan (each a “Plan” and collectively the “Plans”) for the Class A, Class B, Class C and Class R shares of the Fund in accordance with Rule 12b-1 of the 1940 Act. No distribution or service fees are paid to PIMS as distributor for the Fund’s Class Q or Class Z shares.

 

Under the Plans, the Fund compensates PIMS and PAD a distribution and service fee at an annual rate up to .30%, 1.00%, 1.00%, .75% of the average daily net assets of the Class A, B, C and R shares, respectively. Through February 29, 2016, PIMS has contractually agreed to limit such fees to .25% and .50% of the average daily net assets of the Class A shares and Class R shares, respectively. As of April 11, 2014, the last conversion of Class X shares to Class A shares was completed. There are no Class X shares outstanding and Class X shares are no longer being offered for sale. During the year ended October 31, 2015, PIMS has advised the Fund, front-end sales charges (“FESC”) and gross contingent deferred sales charges (“CDSC”) were as follows:

 

Class A

FESC

 

Class A

CDSC

 

Class B

CDSC

 

Class C

CDSC

$3,265,203   $43,301   $179,538   $78,438

 

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

 

3. Other Transactions with Affiliates

 

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

 

The Fund invests in the Prudential Core Taxable Money Market Fund (the “Core Fund”), a portfolio of the Prudential Investment Portfolios 2, registered under the 1940

 

34  


Act, and managed by PI. Earnings from the Core Fund are disclosed on the Statement of Operations as “Affiliated dividend income”.

 

Prudential Investment Management, Inc. (“PIM”), an indirect, wholly-owned subsidiary of Prudential, served as the Fund’s securities lending agent. For the year ended October 31, 2015, PIM has been compensated approximately $938,500 for these services.

 

4. Portfolio Securities

 

Purchases and sales of securities, other than short term obligations, for the year ended October 31, 2015, were $3,532,537,657 and $3,600,300,239, respectively.

 

5. Distributions and Tax Information

 

Distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-dividend date. In order to present undistributed net investment income, accumulated net realized gain on investment and foreign currency transactions and paid-in capital in excess of par on the Statement of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to undistributed net investment income, accumulated net realized gain on investment and foreign currency transactions and paid-in capital in excess of par. For the year ended October 31, 2015, the adjustments were to increase undistributed net investment income by $301,855, decrease accumulated net realized gain on investment and foreign currency transactions by $301,723 and decrease paid-in capital in excess of par by $132 due to differences in the treatment for book and tax purposes of certain transactions involving foreign currencies, partnership investments, reclassifications of distributions and other book/tax differences. Net investment income, net realized gain (loss) on investment and foreign currency transactions and net assets were not affected by this change.

 

For the year ended October 31, 2015, the tax character of dividends paid by the Fund were $115,338,013 of ordinary income and $183,810,618 of long-term capital gains. For the year ended October 31, 2014, the tax character of dividends paid by the Fund were $185,041,864 of ordinary income and $189,605,173 of long-term capital gains.

 

As of October 31, 2015, the accumulated undistributed earnings on a tax basis were $16,604,125 of ordinary income and $337,590,622 of long-term capital gains. This differs from the amount shown on the Statement of Assets and Liabilities primarily due to cumulative timing differences between financial and tax reporting.

 

Prudential Jennison Equity Income Fund     35   


 

Notes to Financial Statements

 

continued

 

 

The United States federal income tax basis of the Fund’s investments and the net unrealized appreciation as of October 31, 2015 were as follows:

 

Tax Basis

 

Appreciation

 

Depreciation

 

Net
Unrealized
Appreciation

 

Other Cost
Basis
Adjustment

 

Total Net
Unrealized
Appreciation

$4,534,007,206   $653,566,144   $(334,141,827)   $319,424,317   $(549,173)   $318,875,144

 

The difference between book basis and tax basis is primarily attributable to deferred losses on wash sales and investments in partnerships. The other cost basis adjustments are primarily attributable to appreciation (depreciation) of foreign currencies and options.

 

Management has analyzed the Fund’s tax positions taken on federal, state and local income tax returns for all open tax years and has concluded that no provision for income tax is required in the Fund’s financial statements for the current reporting period. The Fund’s federal, state and local income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

 

6. Shares of Capital Stock

 

The Fund offers Class A, Class B, Class C, Class Q, Class R and Class Z shares. Class A shares are sold with a front-end sales charge of up to 5.50%. Purchases of $1 million or more are subject to a contingent deferred sales charge (“CDSC”) if shares are redeemed within 12 months of their purchase. Class B shares are sold with a CDSC which declines from 5% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares approximately seven years after purchase. Class B shares are closed to new purchases. Class C shares are sold with a CDSC of 1% on shares redeemed within the first 12 months of purchase. As of April 11, 2014, the last conversion of Class X to Class A shares was completed. There are no Class X shares outstanding and Class X shares are no longer being offered for sale. Class Q, Class R and Class Z shares are not subject to any sales or redemption charge and are offered 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 capital.

 

36  


At October 31, 2015, Prudential through its affiliates owned 95 Class Q shares of the Fund.

 

Of the Company’s authorized capital stock, 2.97 billion authorized shares have been allocated to the Fund and divided into six classes, designated Class A, Class B, Class C, Class Q, Class R and Class Z capital stock, each of which consists of 1,250 million, 20 million, 300 million, 75 million, 75 million, and 1,250 million authorized shares, respectively.

 

Transactions in shares of capital were as follows:

 

Class A

     Shares      Amount  

Year ended October 31, 2015:

       

Shares sold

       15,358,297       $ 268,125,533   

Shares issued in reinvestment of dividends and distributions

       5,295,522         91,082,434   

Shares reacquired

       (22,030,987      (379,241,006
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (1,377,168      (20,033,039

Shares issued upon conversion from other share class(es)

       819,261         14,257,263   

Shares reacquired upon conversion into other share class(es)

       (1,838,818      (32,091,873
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (2,396,725    $ (37,867,649
    

 

 

    

 

 

 

Year ended October 31, 2014:

       

Shares sold

       19,772,027       $ 341,304,043   

Shares issued in reinvestment of dividends and distributions

       7,719,746         131,158,157   

Shares reacquired

       (21,576,424      (371,588,004
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       5,915,349         100,874,196   

Shares issued upon conversion from other share class(es)

       549,238         9,557,038   

Shares reacquired upon conversion into other share class(es)

       (11,699,065      (207,405,353
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (5,234,478    $ (96,974,119
    

 

 

    

 

 

 

Class B

               

Year ended October 31, 2015:

       

Shares sold

       346,362       $ 5,665,305   

Shares issued in reinvestment of dividends and distributions

       443,441         7,146,269   

Shares reacquired

       (1,323,724      (21,324,148
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (533,921      (8,512,574

Shares reacquired upon conversion into other share class(es)

       (358,133      (5,793,109
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (892,054    $ (14,305,683
    

 

 

    

 

 

 

Year ended October 31, 2014:

       

Shares sold

       1,398,222       $ 22,495,945   

Shares issued in reinvestment of dividends and distributions

       636,596         10,163,772   

Shares reacquired

       (1,333,393      (21,636,977
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       701,425         11,022,740   

Shares reacquired upon conversion into other share class(es)

       (370,147      (6,076,656
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       331,278       $ 4,946,084   
    

 

 

    

 

 

 

 

Prudential Jennison Equity Income Fund     37   


 

Notes to Financial Statements

 

continued

 

Class C

     Shares      Amount  

Year ended October 31, 2015:

       

Shares sold

       14,168,773       $ 231,046,504   

Shares issued in reinvestment of dividends and distributions

       3,661,966         58,817,343   

Shares reacquired

       (10,990,308      (176,105,022
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       6,840,431         113,758,825   

Shares issued upon conversion from other share class(es)

       2,160         34,271   

Shares reacquired upon conversion into other share class(es)

       (1,503,822      (24,422,276
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       5,338,769       $ 89,370,820   
    

 

 

    

 

 

 

Year ended October 31, 2014:

       

Shares sold

       15,196,817       $ 246,065,986   

Shares issued in reinvestment of dividends and distributions

       4,487,201         71,527,544   

Shares reacquired

       (7,986,822      (129,283,777
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       11,697,196         188,309,753   

Shares reacquired upon conversion into other share class(es)

       (1,175,887      (19,157,550
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       10,521,309       $ 169,152,203   
    

 

 

    

 

 

 

Class Q

               

Year ended October 31, 2015:

       

Shares sold

       1,719,200       $ 30,534,623   

Shares issued in reinvestment of dividends and distributions

       34,798         591,568   

Shares reacquired

       (419,969      (7,087,368
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       1,334,029       $ 24,038,823   
    

 

 

    

 

 

 

Year ended October 31, 2014:

       

Shares sold

       270,782       $ 4,708,044   

Shares issued in reinvestment of dividends and distributions

       15,239         258,528   

Shares reacquired

       (135,464      (2,315,030
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       150,557       $ 2,651,542   
    

 

 

    

 

 

 

Class R

               

Year ended October 31, 2015

       

Shares sold

       805,012       $ 14,064,831   

Shares issued in reinvestment of dividends and distributions

       141,634         2,433,967   

Shares reacquired

       (524,743      (9,037,014
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       421,903       $ 7,461,784   
    

 

 

    

 

 

 

Year ended October 31, 2014:

       

Shares sold

       1,157,507       $ 19,981,623   

Shares issued in reinvestment of dividends and distributions

       135,260         2,303,085   

Shares reacquired

       (370,628      (6,396,432
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       922,139       $ 15,888,276   
    

 

 

    

 

 

 

 

38  


Class X

     Shares      Amount  

Period ended April 11, 2014:*

       

Shares issued in reinvestment of dividends and distributions

       970       $ 15,336   

Shares reacquired

       (1,210      (19,279
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (240      (3,943

Shares reacquired upon conversion into other share class(es)

       (27,624      (441,185
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (27,864    $ (445,128
    

 

 

    

 

 

 

Class Z

               

Year ended October 31, 2015:

       

Shares sold

       21,770,698       $ 378,874,934   

Shares issued in reinvestment of dividends and distributions

       4,906,364         84,266,198   

Shares reacquired

       (30,649,392      (525,920,594
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       (3,972,330      (62,779,462

Shares issued upon conversion from other share class(es)

       3,096,399         53,910,068   

Shares reacquired upon conversion into other share class(es)

       (338,712      (5,894,344
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (1,214,643    $ (14,763,738
    

 

 

    

 

 

 

Year ended October 31, 2014:

       

Shares sold

       25,659,760       $ 442,732,393   

Shares issued in reinvestment of dividends and distributions

       4,943,646         84,115,127   

Shares reacquired

       (18,277,233      (314,319,300
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       12,326,173         212,528,220   

Shares issued upon conversion from other share class(es)

       12,792,240         226,286,080   

Shares reacquired upon conversion into other share class(es)

       (159,436      (2,762,374
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       24,958,977       $ 436,051,926   
    

 

 

    

 

 

 

 

* As of April 11, 2014, the last conversion of Class X shares to Class A was completed. There are no Class X shares outstanding and Class X shares are no longer being offered for sale.

 

7. Borrowings

 

The Fund, along with other affiliated registered investment companies (the “Funds”), is a party to a Syndicated Credit Agreement (“SCA”) with a group of banks. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions. The SCA provides for a commitment of $900 million for the period October 8, 2015 through October 6, 2016. The Funds pay an annualized commitment fee of .11% of the unused portion of the SCA. Prior to October 8, 2015, the Funds had another SCA that provided a commitment of $900 million and the Funds paid an annualized commitment fee of .075% of the unused portion of the SCA. Interest on any borrowings under the SCA is paid at contracted market rates. The commitment fee for the unused amount is accrued daily and paid quarterly.

 

Prudential Jennison Equity Income Fund     39   


 

Notes to Financial Statements

 

continued

 

 

The Fund did not utilize the SCA during the year ended October 31, 2015.

 

8. New Accounting Pronouncement

 

In May 2015, FASB issued Accounting Standards Update (“ASU”) No. 2015-07 regarding “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share”. The amendments in this update are effective for the Fund for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. ASU No. 2015-07 will eliminate the requirement to categorize investments in the fair value hierarchy if their fair value is measured at net asset value (NAV) per share (or its equivalent) using the practical expedient in the FASB’s fair value measurement guidance. Management has evaluated the implications of ASU No. 2015-07 it has been determined that there is no impact on the financial statement disclosures.

 

9. Dividends and Distributions to Shareholders

 

Subsequent to the fiscal year end, the Fund declared ordinary income dividends and capital gains distributions on December 16, 2015 to shareholders of record on December 17, 2015. The ex-dividend date was December 18, 2015. The per share amounts declared were as follows:

 

     Ordinary
Income
     Long-Term
Capital Gains
 

Class A

     0.26459         1.21186   

Class B

     0.23262         1.21186   

Class C

     0.23262         1.21186   

Class Q

     0.28250         1.21186   

Class R

     0.25277         1.21186   

Class Z

     0.27645         1.21186   

 

40  


 

Financial Highlights

 

 

Class A Shares                                   
    

Year Ended October 31,

 
     2015     2014     2013     2012     2011  
Per Share Operating Performance(b):                                        
Net Asset Value, Beginning of Year     $17.88        $16.84        $13.90        $12.98        $12.92   
Income (loss) from investment operations:                                        
Net investment income     .40        .70        .40        .55        .52   
Net realized and unrealized gain (loss) on investments     (.65     1.77        3.01        .83        .02   
Total from investment operations     (.25     2.47        3.41        1.38        .54   
Less Dividends and Distributions:                                        
Dividends from net investment income     (.34     (.70     (.47     (.46     (.48
Distributions from net realized gains on investments     (.70     (.73     -        -        -   
Total dividends and distributions     (1.04     (1.43     (.47     (.46     (.48
Net asset value, end of year     $16.59        $17.88        $16.84        $13.90        $12.98   
Total Return(a)     (1.53)%        15.36%        25.14%        10.77%        4.16%   
Ratios/Supplemental Data:                              
Net assets, end of year (in millions)     $1,584.9        $1,751.8        $1,738.3        $1,249.1        $935.0   
Average net assets (in millions)     $1,745.2        $1,807.3        $1,458.7        $1,124.3        $731.3   
Ratios to average net assets(c):                                        
Expense after fee waivers and/or expense reimbursement     1.13%        1.13%        1.16%        1.17%        1.22%   
Expense before fee waivers and/or expense reimbursement     1.18%        1.18%        1.21%        1.22%        1.27%   
Net investment income     2.31%        4.04%        2.63%        4.07%        3.88%   
Portfolio turnover rate     76%        57%        91%        72%        70%   

 

(a) Total return does not consider the effect of sales load. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions. Total investment return may reflect adjustments to conform with generally accepted accounting principles.

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

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

 

See Notes to Financial Statements.

 

Prudential Jennison Equity Income Fund     41   


 

Financial Highlights

 

continued

 

Class B Shares  
    

Year Ended October 31,

 
     2015     2014     2013     2012     2011  
Per Share Operating Performance(b):                                        
Net Asset Value, Beginning of Year     $16.79        $15.90        $13.15        $12.31        $12.27   
Income (loss) from investment operations:                                        
Net investment income (loss)     .25        .53        .25        .43        .39   
Net realized and unrealized gain (loss) on investments     (.61     1.67        2.87        .77        .04   
Total from investment operations     (.36     2.20        3.12        1.20        .43   
Less Dividends and Distributions:                                        
Dividends from net investment income     (.22     (.58     (.37     (.36     (.39
Distributions from net realized gains on investments     (.70     (.73     -        -        -   
Total dividends and distributions     (.92     (1.31     (.37     (.36     (.39
Net asset value, end of year     $15.51        $16.79        $15.90        $13.15        $12.31   
Total Return(a)     (2.28)%        14.52%        24.16%        9.91%        3.45%   
Ratios/Supplemental Data:                              
Net assets, end of year (in millions)     $146.6        $173.7        $159.3        $90.6        $58.8   
Average net assets (in millions)     $164.6        $171.9        $119.3        $76.5        $42.0   
Ratios to average net assets(c):                                        
Expense after fee waivers and/or expense reimbursement     1.88%        1.88%        1.91%        1.92%        1.97%   
Expense before fee waivers and/or expense reimbursement     1.88%        1.88%        1.91%        1.92%        1.97%   
Net investment income (loss)     1.56%        3.25%        1.81%        3.33%        3.07%   
Portfolio turnover rate     76%        57%        91%        72%        70%   

 

(a) Total return does not consider the effect of sales load. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions. Total investment return may reflect adjustments to conform with generally accepted accounting principles.

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

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

 

See Notes to Financial Statements.

 

42  


 

Class C Shares  
    

Year Ended October 31,

 
     2015     2014     2013     2012     2011  
Per Share Operating Performance(b):                                        
Net Asset Value, Beginning of Period     $16.75        $15.87        $13.12        $12.28        $12.25   
Income (loss) from investment operations:                                        
Net investment income (loss)     .25        .51        .27        .43        .39   
Net realized and unrealized gain (loss) on investments     (.61     1.68        2.85        .77        .03   
Total from investment operations     (.36     2.19        3.12        1.20        .42   
Less Dividends and Distributions:                                        
Dividends from net investment income     (.22     (.58     (.37     (.36     (.39
Distributions from net realized gains on investments     (.70     (.73     -        -        -   
Total dividends and distributions     (.92     (1.31     (.37     (.36     (.39
Net asset value, end of period     $15.47        $16.75        $15.87        $13.12        $12.28   
Total Return(a)       (2.29)%        14.48%        24.22%        9.93%        3.37%   
Ratios/Supplemental Data:  
Net assets, end of period (in millions)     $1,285.1        $1,302.2        $1,066.6        $691.5        $499.1   
Average net assets (in millions)     $1,353.4        $1,195.7        $851.3        $615.1        $356.1   
Ratios to average net assets(c):                                        
Expense after fee waivers and/or expense reimbursement     1.88%        1.88%        1.91%        1.92%        1.97%   
Expense before fee waivers and/or expense reimbursement     1.88%        1.88%        1.91%        1.92%        1.97%   
Net investment income (loss)     1.56%        3.16%        1.87%        3.33%        3.08%   
Portfolio turnover rate     76%        57%        91%        72%        70%   

 

(a) Total return does not consider the effect of sales load. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions. Total investment return may reflect adjustments to conform with generally accepted accounting principles.

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

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

 

See Notes to Financial Statements.

 

Prudential Jennison Equity Income Fund     43   


Financial Highlights

 

continued

 

Class Q Shares                                        
    

Year Ended October 31,

        

January 18,
2011
(f)
through
October 31,

2011

 
  2015     2014     2013     2012      
Per Share Operating Performance(b):                                            
Net Asset Value, Beginning Of Period     $17.90        $16.85        $13.90        $12.99            $13.52   
Income (loss) from investment operations:                                            
Net investment income     .47        .74        .46        .62            .29   
Net realized and unrealized gain (loss) on investments     (.67     1.80        3.01        .80            (.43
Total from investment operations     (.20     2.54        3.47        1.42            (.14
Less Dividends and Distributions:                                            
Dividends from net investment income     (.40     (.76     (.52     (.51         (.39
Distributions from net realized gains on investments     (.70     (.73     -        -            -   
Total dividends and distributions     (1.10     (1.49     (.52     (.51         (.39
Net asset value, end of period     $16.60        $17.90        $16.85        $13.90            $12.99   
Total Return(a)     (1.23)%        15.81%        25.64%        11.09%            (1.06)%   
Ratios/Supplemental Data:  
Net assets, end of period (in millions)     $27.3        $5.6        $2.7        $2.2            $1.0   
Average net assets (in millions)     $16.0        $2.8        $2.3        $1.7            $0.2   
Ratios to average net assets(c):                                            
Expense after fee waivers and/or expense reimbursement     .78%        .78%        .81%        .81%            .89% (d) 
Expense before fee waivers and/or expense reimbursement     .78%        .78%        .81%        .81%            .89% (d) 
Net investment income     2.77%        4.30%        3.00%        4.57%            2.99% (d) 
Portfolio turnover rate     76%        57%        91%        72%            70% (e) 

 

(a) Total return does not consider the effect of sales load. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment return may reflect adjustments to conform with generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(b) Calculated based on average shares outstanding during the period.

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

(d) Annualized.

(e) Not annualized.

(f) Commencement of operations.

 

See Notes to Financial Statements.

 

44  


 

Class R Shares                                        
    

Year Ended October 31,

        

January 18,
2011
(f)
through
October 31,

2011

 
  2015     2014     2013     2012      
Per Share Operating Performance(b):                                            
Net Asset Value, Beginning Of Period     $17.88        $16.84        $13.89        $12.98            $13.52   
Income (loss) from investment operations:                                            
Net investment income     .36        .59        .34        .52            .32   
Net realized and unrealized gain (loss) on investments     (.67     1.84        3.05        .81            (.52
Total from investment operations     (.31     2.43        3.39        1.33            (.20
Less Dividends and Distributions:                                            
Dividends from net investment income     (.29     (.66     (.44     (.42         (.34
Distributions from net realized gains on investments     (.70     (.73     -        -            -   
Total dividends and distributions     (.99     (1.39     (.44     (.42         (.34
Net assets, end of period (000)     $16.58        $17.88        $16.84        $13.89            $12.98   
Total Return(b)       (1.83)%        15.08%        24.86%        10.42%              (1.50)%   
Ratios/Supplemental Data:  
Net assets, end of period (in millions)     $44.4        $40.3        $22.4        $8.9            $3.0   
Average net assets (in millions)     $44.6        $32.5        $14.7        $5.7            $1.5   
Ratios to average net assets(c):                                            
Expense after fee waivers and/or expense reimbursement     1.38%        1.38%        1.41%        1.42%            1.51% (d) 
Expense before fee waivers and/or expense reimbursement     1.63%        1.63%        1.66%        1.67%            1.76% (d) 
Net investment income     2.07%        3.40%        2.25%        3.83%            3.09% (d) 
Portfolio turnover rate     76%        57%        91%        72%            70% (e) 

 

(a) Total return does not consider the effect of sales load. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment return may reflect adjustments to conform with generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(b) Calculated based on average shares outstanding during the period.

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

(d) Annualized.

(e) Not annualized.

(f) Commencement of operations.

 

See Notes to Financial Statements.

 

Prudential Jennison Equity Income Fund     45   


 

Financial Highlights

 

continued

 

Class X Shares  
     Period
Ended
April 11,
        Year Ended October  
     2014(g)          2013     2012     2011     2010  
Per Share Operating Performance(b):                                            
Net Asset Value, Beginning Of Period     $15.86            $13.11        $12.27        $12.24        $10.28   
Income (loss) from investment operations:                                            
Net investment income     .31            .33        .41        .44        .31   
Net realized and unrealized gain (loss) on investments     .38            2.79        .79        (.02     2.13   
Total from investment operations     .69            3.12        1.20        .42        2.44   
Less Dividends and Distributions:                                            
Dividends from net investment income     (.42         (.37     (.36     (.39     (.48
Distributions from net realized gains on investments     (.73         -        -        -        -   
Total dividends and distributions     (1.15         (.37     (.36     (.39     (.48
Capital Contributions(d)     -            -        -        -        -
Net asset value, end of period     $15.40            $15.86        $13.11        $12.27        $12.24   
Total Return(b)     4.28%            24.24%        9.94%        3.37%        24.27%   
Ratios/Supplemental Data:  
Net assets, end of period (in millions)     $- (h)          $0.4        $1.3        $2.7        $5.1   
Average net assets (in millions)     $0.2            $0.8        $1.8        $3.8        $6.5   
Ratios to average net assets(c):                                            
Expense after fee waivers and/or expense reimbursement     1.88% (e)          1.91%        1.92%        1.95%        2.19%   
Expense before fee waivers and/or expense reimbursement     1.88% (e)          1.91%        1.92%        1.95%        2.20%   
Net investment income     4.24% (e)          2.16%        3.20%        3.42%        2.74%   
Portfolio turnover rate     35% (f)          91%        72%        70%        49%   

 

(a) Total return does not consider the effect of sales load. Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total investment return may reflect adjustments to conform with generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(b) Calculated based on average shares outstanding during the period.

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

(d) The Fund received payments related to a former affiliates and to an unaffiliated-third party’s settlement of regulatory proceedings involving allegations of improper trading in Fund shares during the fiscal year ended October 31, 2010. The fund was not involved in the proceedings or in the calculation of the amount of the settlement.

(e) Annualized.

(f) Not annualized.

(g) As of April 11, 2014, the last conversion of Class X shares to Class A shares was completed. There are no Class X shares outstanding and Class X shares are no longer being offered for sale.

(h) Net assets were $49,627.

* Amount is less than $0.005

 

See Notes to Financial Statements.

 

46  


 

Class Z Shares                                   
    

Year Ended October 31,

 
     2015     2014     2013     2012     2011  
Per Share Operating Performance(b):                                        
Net Asset Value, Beginning Of Year     $17.88        $16.84        $13.89        $12.97        $12.91   
Income (loss) from investment operations:                                        
Net investment income     .44        .69        .43        .59        .53   
Net realized and unrealized gain (loss) on investments     (.66     1.82        3.03        .82        .04   
Total from investment operations     (.22     2.51        3.46        1.41        .57   
Less Dividends and Distributions:                                        
Dividends from net investment income     (.38     (.74     (.51     (.49     (.51
Distributions from net realized gains on investments     (.70     (.73     -        -        -   
Total dividends and distributions     (1.08     (1.47     (.51     (.49     (.51
Net asset value, end of year     $16.58        $17.88        $16.84        $13.89        $12.97   
Total Return(a)     (1.33)%        15.65%        25.47%        11.06%        4.42%   
Ratios/Supplemental Data:                              
Net assets, end of year (in millions)     $1,628.4        $1,777.7        $1,254.1        $837.3        $553.4   
Average net assets (in millions)     $1,779.5        $1,457.1        $1,023.2        $713.7        $348.9   
Ratios to average net assets(c):                                        
Expense after fee waivers and/or expense reimbursement     .88%        .88%        .91%        .92%        .98%   
Expense before fee waivers and/or expense reimbursement     .88%        .88%        .91%        .92%        .98%   
Net investment income     2.56%        4.00%        2.87%        4.33%        4.00%   
Portfolio turnover rate     76%        57%        91%        72%        70%   

 

(a) Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes reinvestment of dividends and distributions. Total investment return may reflect adjustments to conform with generally accepted accounting principles.

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

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

 

See Notes to Financial Statements.

 

Prudential Jennison Equity Income Fund     47   


Report of Independent Registered Public

Accounting Firm

 

The Board of Directors and Shareholders

Prudential Investment Portfolios, Inc. 10:

 

We have audited the accompanying statement of assets and liabilities of Prudential Jennison Equity Income Fund, a series of Prudential Investment Portfolios, Inc. 10 (hereafter referred to as the “Fund”), including the portfolio of investments, as of October 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2015, by correspondence with the custodian, transfer agent and brokers or by other appropriate auditing procedures when replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of October 31, 2015, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

 

New York, New York

December 16, 2015

 

48  


Federal Income Tax Information

 

(Unaudited)

 

We are advising you that during the fiscal year ended October 31, 2015, the Fund reports the maximum amount allowed per share, but not less than $0.63 for Class A, B, C, Q, R and Z shares as a capital gain distribution in accordance with Section 852(b)(3)(C) of the Internal Revenue Code.

 

For the year ended October 31, 2015, the Fund reports the maximum amount allowable under Section 854 of the Internal Revenue Code, but not less than, the following percentages of the ordinary income dividends paid as: 1) qualified dividend income (QDI); 2) eligible for corporate dividend received deduction (DRD):

 

     QDI     DRD  

Prudential Jennison Equity Income Fund

     100.00     69.86

 

In January 2016 you will be advised on IRS Form 1099-DIV or substitute 1099-DIV as to the federal tax status of the dividends and distributions received by you in calendar year 2015.

 

Prudential Jennison Equity Income Fund     49   


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(1)

Name, Address, Age

Position(s)

Portfolios Overseen

   Principal Occupation(s) During Past Five Years    Other Directorships Held During Past Five Years

Ellen S. Alberding (57)

Board Member

Portfolios Overseen: 67

   President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (since 2011); Trustee, Skills for America’s Future (national initiative to connect employers to community colleges) (since 2011); Trustee, National Park Foundation (charitable foundation for national park system) (since 2009); Trustee, Economic Club of Chicago (since 2009).    None.

Kevin J. Bannon (63)

Board Member

Portfolios Overseen: 67

   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).

Linda W. Bynoe (63)

Board Member

Portfolios Overseen: 67

   President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Ltd. (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer).    Director of Simon Property Group, Inc. (retail real estate) (May 2003-May 2012); Director of Anixter International, Inc. (communication products distributor) (since January 2006); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009).

 

Prudential Jennison Equity Income Fund


Independent Board Members(1)

Name, Address, Age

Position(s)

Portfolios Overseen

   Principal Occupation(s) During Past Five Years    Other Directorships Held During Past Five Years

Keith F. Hartstein (59)

Board Member

Portfolios Overseen: 67

   Retired; Member (since November 2014) of the Governing Council of the Independent Directors Council (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.

Michael S. Hyland, CFA (70)

Board Member

Portfolios Overseen: 67

   Retired (since February 2005); formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999).    None.

Richard A. Redeker (72)

Board Member & Independent Chair

Portfolios Overseen: 67

   Retired Mutual Fund Senior Executive (47 years); Management Consultant; Director, Mutual Fund Directors Forum (since 2014); Independent Directors Council (organization of independent mutual fund directors)-Executive Committee, Chair of Policy Steering Committee, Governing Council.    None.

Stephen G. Stoneburn (72)

Board Member

Portfolios Overseen: 67

   Chairman (since July 2011), President and Chief Executive Officer (since June 1996) of Quadrant Media Corp. (publishing company); formerly President (June 1995-June 1996) of Argus Integrated Media, Inc.; Senior Vice President and Managing Director (January 1993-1995) of Cowles Business Media; Senior Vice President of Fairchild Publications, Inc. (1975-1989).    None.

 

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Interested Board Members(1)

Name, Address, Age

Position(s)

Portfolios Overseen

   Principal Occupation(s) During Past Five Years    Other Directorships Held During Past Five Years

Stuart S. Parker (53)

Board Member & President

Portfolios Overseen: 67

   President of Prudential Investments LLC (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (since December 2012); Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of Prudential Investments LLC (June 2005-December 2011).    None.

Scott E. Benjamin (43)

Board Member & Vice

President

Portfolios Overseen: 67

   Executive Vice President (since June 2009) of Prudential Investments LLC; Executive Vice President (June 2009-June 2012) and 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, Prudential Investments (since February 2006); Vice President of Product Development and Product Management, Prudential Investments (2003-2006).    None.

Grace C. Torres* (56)

Board Member

Portfolios Overseen: 65

   Retired; formerly Treasurer and Principal Financial and Accounting Officer of the Prudential Investments 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 Prudential 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 July 2015) of Sun Bancorp, Inc. N.A.

 

*

Note: Prior to her retirement in 2014, Ms. Torres was employed by Prudential Investments LLC. Due to her prior employment, she is considered to be an “interested person” under the 1940 Act. Ms. Torres is a non-management Interested Board Member.

(1) 

The year in which each individual joined the Fund’s Board is as follows:

Ellen S. Alberding, 2013; Linda W. Bynoe, 2005; Richard A. Redeker, 2003; Stephen G. Stoneburn, 2003; Kevin J. Bannon, 2008; Keith F. Hartstein, 2013; Michael S. Hyland, 2008; Stephen P. Munn, 2008; James E. Quinn, 2013; Stuart S. Parker, Board Member and President since 2012; Scott E. Benjamin, Board Member since 2010 and Vice President since 2009; Grace C. Torres, 2014.

 

Prudential Jennison Equity Income Fund


Fund Officers(a)

Name, Address and Age

Position with Fund

   Principal Occupation(s) During Past Five Years   

Length of

Service as Fund

Officer

Raymond A. O’Hara (60)

Chief Legal Officer

   Vice President and Corporate Counsel (since July 2010) of Prudential Insurance Company of America (Prudential); Vice President (March 2011-Present) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Vice President and Corporate Counsel (March 2011-Present) of Prudential Annuities Life Assurance Corporation; Chief Legal Officer of Prudential Investments LLC (since June 2012); Chief Legal Officer of Prudential Mutual Fund Services LLC (since June 2012) and Corporate Counsel of AST Investment Services, Inc. (since June 2012); formerly Assistant Vice President and Corporate Counsel (September 2008-July 2010) of The Hartford Financial Services Group, Inc.; formerly Associate (September 1980-December 1987) and Partner (January 1988–August 2008) of Blazzard & Hasenauer, P.C. (formerly, Blazzard, Grodd & Hasenauer, P.C.).    Since 2012

Chad A. Earnst (40)

Chief Compliance Officer

   Chief Compliance Officer (September 2014-Present) of Prudential Investments LLC; Chief Compliance Officer (September 2014-Present) of the Prudential Investments Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., Prudential Global Short Duration High Yield Income Fund, Inc., Prudential Short Duration High Yield Fund, Inc. and Prudential Jennison MLP Income Fund, Inc.; formerly Assistant Director (March 2010-August 2014) of the Asset Management Unit, Division of Enforcement, US Securities & Exchange Commission; Assistant Regional Director (January 2010-August 2014), Branch Chief (June 2006–December 2009) and Senior Counsel (April 2003-May 2006) of the Miami Regional Office, Division of Enforcement, US Securities & Exchange Commission.    Since 2014

Deborah A. Docs (57)

Secretary

   Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of Prudential Investments LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.    Since 2004

Jonathan D. Shain (57)

Assistant Secretary

   Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of Prudential Investments LLC; Vice President and Assistant Secretary (since February 2001) of Prudential Mutual Fund Services LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.    Since 2005

 

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Fund Officers(a)

Name, Address and Age

Position with Fund

   Principal Occupation(s) During Past Five Years   

Length of

Service as Fund

Officer

Claudia DiGiacomo (41)

Assistant Secretary

   Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of Prudential Investments LLC (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004).    Since 2005

Andrew R. French (53)

Assistant Secretary

   Vice President and Corporate Counsel (since February 2010) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of Prudential Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC.    Since 2006

Amanda S. Ryan (37)

Assistant Secretary

   Director and Corporate Counsel (since March 2012) of Prudential; Director and Assistant Secretary (since June 2012) of Prudential Investments LLC; Associate at Ropes & Gray LLP (2008-2012).    Since 2012

Theresa C. Thompson (53)

Deputy Chief Compliance

Officer

   Vice President, Compliance, Prudential Investments LLC (since April 2004); and Director, Compliance, Prudential Investments LLC (2001-2004).    Since 2008

Richard W. Kinville (47)

Anti-Money Laundering

Compliance Officer

   Vice President, Corporate Compliance, Anti-Money Laundering Unit (since January 2005) of Prudential; committee member of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (since January 2007); formerly Investigator and Supervisor in the Special Investigations Unit for the New York Central Mutual Fire Insurance Company (August 1994-January 1999); Investigator in AXA Financial’s Internal Audit Department and Manager in AXA’s Anti-Money Laundering Office (January 1999-January 2005); first chair of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (June 2007-December 2009).    Since 2011

M. Sadiq Peshimam (51)

Treasurer and Principal

Financial and Accounting

Officer

   Vice President (since 2005) of Prudential Investments LLC; formerly Assistant Treasurer of funds in the Prudential Mutual Fund Complex (2006-2014).    Since 2006

Peter Parrella (57)

Assistant Treasurer

   Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004).    Since 2007

Lana Lomuti (48)

Assistant Treasurer

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

Linda McMullin (54)

Assistant Treasurer

   Vice President (since 2011) and Director (2008-2011) within Prudential Mutual Fund Administration.    Since 2014

Kelly A. Coyne (47)

Assistant Treasurer

   Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010).    Since 2015

 

Prudential Jennison Equity Income Fund


(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 Prudential Investments LLC and/or an affiliate of Prudential Investments LLC.

 

 

Unless otherwise noted, the address of all Board Members and Officers is c/o Prudential 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 only 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 Prudential Investments LLC. The investment companies for which Prudential Investments LLC serves as manager include the Prudential Investments Mutual Funds, The Prudential Variable Contract Accounts, Target Mutual Funds, Prudential Short Duration High Yield Fund, Inc., Prudential Global Short Duration High Yield Fund, Inc., The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust.

 

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Approval of Advisory Agreements

 

The Fund’s Board of Directors

 

The Board of Directors (the “Board”) of Prudential Jennison Equity Income Fund (the “Fund”)1 consists of ten individuals, seven of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Directors”). The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Director. The Board has established three standing committees: the Audit Committee, the Nominating and Governance Committee, and the Investment Committee. Each committee is chaired by, and composed of, Independent Directors.

 

Annual Approval of the Fund’s Advisory Agreements

 

As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with Prudential Investments LLC (“PI”) and the Fund’s subadvisory agreement with Jennison Associates LLC (“Jennison”). In considering the renewal of the agreements, the Board, including all of the Independent Directors, met on June 9-11, 2015 and approved the renewal of the agreements through July 31, 2016 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 PI and Jennison. Also, the Board considered comparisons with other mutual funds in relevant Peer Universes and Peer Groups, as is further discussed below.

 

In approving the agreements, the Board, including the Independent Directors advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PI and the subadviser, the performance of the Fund, the profitability of PI and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders 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 PI throughout the year at regular Board

 

 

1 

Prudential Jennison Equity Income Fund is a series of Prudential Investment Portfolios, Inc. 10.

 

Prudential Jennison Equity Income Fund


Approval of Advisory Agreements (continued)

 

meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on June 9-11, 2015.

 

The Directors determined that the overall arrangements between the Fund and PI, which serves as the Fund’s investment manager pursuant to a management agreement, and between PI and Jennison, which serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PI, are 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 PI and Jennison. The Board considered the services provided by PI, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of fund recordkeeping, compliance, and other services to the Fund. With respect to PI’s oversight of the subadviser, the Board noted that PI’s Strategic Investment Research Group (“SIRG”), which is a business unit of PI, is responsible for monitoring and reporting to PI’s senior management on the performance and operations of the subadviser. The Board also considered that PI 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 Jennison, as well as adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures. The Board considered PI’s evaluation of the subadviser, as well as PI’s recommendation, based on its review of the subadviser, to renew the subadvisory agreement.

 

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

 

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

 

Costs of Services and Profits Realized by PI

 

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

 

Economies of Scale

 

PI and the Board previously retained an outside business consulting firm to review management fee breakpoint usage and trends in management fees across the mutual fund industry. The consulting firm presented its analysis and conclusions as to the Funds’ management fee structures to the Board and PI. The Board and PI have discussed these conclusions extensively since that presentation.

 

The Board received and discussed information concerning economies of scale that PI 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, and that at its current level of assets the Fund’s effective fee rate reflected those rate reductions. The Board took note that the Fund’s fee structure currently results in benefits to Fund shareholders whether or not PI realizes any economies of scale. 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 PI’s 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.

 

Prudential Jennison Equity Income Fund


Approval of Advisory Agreements (continued)

 

 

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

 

Other Benefits to PI and Jennison

 

The Board considered potential ancillary benefits that might be received by PI and Jennison and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PI included fees received by affiliates of PI for serving as the Fund’s securities lending agent, transfer agency fees received by the Fund’s transfer agent (which is affiliated with PI), and benefits to the reputation as well as other intangible benefits resulting from PI’s association with the Fund. The Board concluded that the potential benefits to be derived by Jennison included its ability to use soft dollar credits, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to the reputation. The Board concluded that the benefits derived by PI and Jennison were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

 

Performance of the Fund / Fees and Expenses

 

The Board considered certain additional specific factors and made related conclusions relating to the historical performance of the Fund for the one-, three-, five- and ten-year periods ended December 31, 2014.

 

The Board also considered the Fund’s actual management fee, as well as the Fund’s net total expense ratio, for the fiscal year ended October 31, 2014. The Board considered the management fee for the Fund as compared to the management fee charged by PI 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 (the Lipper Equity Income Funds Performance Universe) and the Peer Group were objectively determined by Lipper Inc. (“Lipper”), an independent provider of mutual fund data. The comparisons placed the Fund in various quartiles, 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).

 

Visit our website at www.prudentialfunds.com


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 gross performance comparisons (which do not 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.

 

Performance    1 Year    3 Years    5 Years    10 Years
    

3rd Quartile

   2nd Quartile    2nd Quartile    1st Quartile
Actual Management Fees: 4th Quartile
Net Total Expenses: 3rd Quartile

 

   

The Board noted that the Fund outperformed its benchmark index over all periods.

   

The Board also noted information from PI indicating that the Fund’s net total expense ratio was only nine basis points higher than the median of all funds in the peer group.

   

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.

 

Prudential Jennison Equity Income Fund


n    MAIL   n    TELEPHONE   n    WEBSITE

655 Broad Street

Newark, NJ 07102

  (800) 225-1852   www.prudentialfunds.com

 

PROXY VOTING
The Board of Directors of the Fund has delegated to the Fund’s investment 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 www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the Fund’s website and on the Securities and Exchange Commission’s website.

 

DIRECTORS
Ellen S. Alberding Kevin J. Bannon Scott E. Benjamin Linda W. Bynoe
Keith F. Hartstein Michael S. Hyland Stuart S. Parker Richard A. Redeker Stephen G. Stoneburn Grace C. Torres

 

OFFICERS
Stuart S. Parker, President Scott E. Benjamin, Vice President M. Sadiq Peshimam, Treasurer and Principal Financial and Accounting Officer Raymond A. O’Hara, Chief Legal Officer Deborah A. Docs, Secretary Chad A. Earnst, Chief Compliance Officer Theresa C. Thompson, Deputy Chief Compliance Officer Richard W. Kinville, Anti-Money Laundering Compliance Officer  Jonathan D. Shain, Assistant Secretary Claudia DiGiacomo, Assistant Secretary Amanda S. Ryan, Assistant Secretary Andrew R. French, Assistant Secretary Peter Parrella, Assistant Treasurer Lana Lomuti, Assistant Treasurer Linda McMullin, Assistant Treasurer Kelly A. Coyne, Assistant Treasurer

 

MANAGER   Prudential Investments LLC    655 Broad Street
NewarkNJ 07102

 

INVESTMENT SUBADVISER   Jennison Associates LLC    466 Lexington Avenue
New York, NY 10017

 

DISTRIBUTOR   Prudential Investment
Management Services LLC
   655 Broad Street
Newark, NJ 07102

 

CUSTODIAN   The Bank of New York Mellon    One Wall Street

New York, NY 10286

 

TRANSFER AGENT   Prudential Mutual Fund
Services LLC
   PO Box 9658

Providence, RI 02940

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   KPMG LLP    345 Park Avenue

New York, NY 10154

 

FUND COUNSEL   Willkie Farr & Gallagher LLP    787 Seventh Avenue

New York, NY 10019


An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain a prospectus and summary prospectus by visiting our website at www.prudentialfunds.com 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 www.prudentialfunds.com/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, Prudential Jennison Equity Income Fund, Prudential Investments, Attn: Board of Directors, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Director by writing to the same address. Communications 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 on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation and location of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund’s schedule of portfolio holdings is also available on the Fund’s website as of the end of each month.

 

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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PRUDENTIAL JENNISON EQUITY INCOME FUND

 

SHARE CLASS   A   B   C   Q   R   Z
NASDAQ   SPQAX   JEIBX   AGOCX   PJIQX   PJERX   JDEZX
CUSIP   74441L808   74441L881   74441L873   74441L816   74441L790   74441L832

 

MF203E    0286277-00001-00


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PRUDENTIAL INVESTMENTS»MUTUAL FUNDS

 

PRUDENTIAL QMA MID-CAP VALUE FUND

 

ANNUAL REPORT · OCTOBER 31, 2015

 

Objective

Capital growth

 

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, a Prudential Financial company and member SIPC. QMA is the primary business name of Quantitative Management Associates LLC, a wholly owned subsidiary of PGIM, Inc. (PGIM), a Prudential Financial company. ©2015 Prudential Financial, Inc. and its related entities. The Prudential logo and the Rock symbol are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

 

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December 15, 2015

 

Dear Shareholder:

 

We hope you find the annual report for the Prudential QMA Mid-Cap Value Fund informative and useful. The report covers performance for the 12-month period that ended October 31, 2015.

 

You may have noticed that the name of your Fund will include the name of the Fund’s sub-adviser, QMA. This change, which officially takes effect on December 31, 2015, was made to better recognize the distinct capabilities and expertise that QMA brings to the range of funds it manages.

 

With approximately $105 billion in assets under management (as of 9/30/2015), QMA has been a leader in the application of advanced portfolio management techniques to meet its clients’ investment needs since 1975. QMA applies innovative investment strategies that pair the seasoned judgment of traditional stock-pickers with the systematic rigor of computer-driven investment platforms. They bring a level of sophistication and experience to individually managed accounts and mutual funds that is ordinarily available only to large institutional investors.

 

As always, Prudential Investments® is dedicated to helping you solve your toughest investment challenges—whether it’s capital growth, reliable income, or protection from market volatility and other risks. We offer the expertise of Prudential Investments’ affiliated asset managers, such as QMA, that strive to be leaders in a broad range of funds to help you stay on course to the future you envision. They also manage money for major corporations and pension funds around the world, which means you benefit from the same expertise, innovation, and attention to risk demanded by today’s most sophisticated investors.

 

Thank you for choosing the Prudential Investments family of funds.

 

Sincerely,

 

LOGO

 

Stuart S. Parker, President

Prudential QMA Mid-Cap Value Fund

 

Prudential QMA Mid-Cap Value Fund     1   


Your Fund’s Performance (Unaudited)

 

Performance data quoted represent past performance. Past performance does not guarantee future results. The investment return and principal value of an investment will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at www.prudentialfunds.com or by calling (800) 225-1852.

 

Cumulative Total Returns (Without Sales Charges) as of 10/31/15

  

    One Year     Five Years     Ten Years     Since Inception  

Class A

    0.19     87.30     119.45       

Class B

    –0.59        80.55        103.91          

Class C

    –0.59        80.41        103.73          

Class Q

    0.55        N/A         N/A         73.06% (1/18/11)   

Class R

    N/A         N/A         N/A         –2.81    (12/22/14)   

Class Z

    0.45        89.89        N/A         114.91    (11/29/05)   

Russell Midcap Value Index

    0.47        89.56        123.88          

S&P MidCap 400 Index

    3.42        87.58        138.62          

Russell Midcap Index

    2.77        91.77        133.45          

Lipper Mid-Cap Value Funds Average

    0.85        78.85        105.80          
       

Average Annual Total Returns (With Sales Charges) as of 9/30/15

  

    One Year     Five Years     Ten Years     Since Inception  

Class A

    –7.04     11.91     6.43       

Class B

    –6.99        12.21        6.25          

Class C

    –3.28        12.33        6.24          

Class Q

    –1.22        N/A         N/A         11.21% (1/18/11)     

Class R

    N/A         N/A         N/A           N/A     (12/22/14)   

Class Z

    –1.41        13.47        N/A           7.54    (11/29/05)   

Russell Midcap Value Index

    –2.07        13.15        7.42          

S&P MidCap 400 Index

    1.40        12.93        8.25          

Russell Midcap Index

    –0.25        13.40        7.87          

Lipper Mid-Cap Value Funds Average

    –2.52        11.76        6.40          

 

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Average Annual Total Returns (With Sales Charges) as of 10/31/15

     One Year     Five Years     Ten Years     Since Inception

Class A

     –5.32     12.10     7.57  

Class B

     –5.25        12.42        7.38     

Class C

     –1.52        12.53        7.38     

Class Q

     0.55        N/A         N/A       12.14% (1/18/11)  

Class R

     N/A         N/A         N/A         N/A     (12/22/14)

Class Z

     0.45        13.68        N/A         8.02    (11/29/05)
        

Average Annual Total Returns (Without Sales Charges) as of 10/31/15

     One Year     Five Years     Ten Years     Since Inception

Class A

     0.19     13.37     8.18  

Class B

     –0.59        12.54        7.38     

Class C

     –0.59        12.53        7.38     

Class Q

     0.55        N/A         N/A       12.14% (1/18/11)  

Class R

     N/A         N/A         N/A         N/A     (12/22/14)

Class Z

     0.45        13.68        N/A         8.02    (11/29/05)

 

Growth of a $10,000 Investment

 

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The graph compares a $10,000 investment in the Prudential QMA Mid-Cap Value Fund (Class A shares) with a similar investment in the S&P MidCap 400 Index and Russell Midcap Value Index by portraying the initial account values at the beginning of the 10-year period for Class A shares (October 31, 2005) and the account values at the end of the current fiscal year (October 31, 2015) as measured on a quarterly basis. For purposes of the graph, and unless otherwise indicated, it has been assumed that (a) the maximum applicable front-end sales charge was

 

Prudential QMA Mid-Cap Value Fund     3   


Your Fund’s Performance (continued)

 

deducted from the initial $10,000 investment in Class A shares; (b) all recurring fees (including management fees) were deducted; and (c) all dividends and distributions were reinvested. The line graph provides information for Class A shares only. As indicated in the tables above, performance for Class B, Class C, Class Q, Class R, and Class Z shares will vary due to the differing charges and expenses applicable to each share class (as indicated in the following paragraphs). Without waiver of fees and/or expense reimbursement, if any, the Fund’s returns would have been lower.

 

Past performance does not predict future performance. Total returns and the ending account values in the graph include changes in share price and reinvestment of dividends and capital gains distributions in a hypothetical investment for the periods shown. The Fund’s total returns do not reflect the deduction of income taxes on an individual’s investment. Taxes may reduce your actual investment returns on income or gains paid by the Fund or any gains you may realize if you sell your shares.

 

Source: Prudential Investments LLC and Lipper Inc.

 

Inception returns are provided for any share class with less than 10 calendar years of returns.

 

The returns in the tables do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption of Fund shares. The average annual total returns take into account applicable sales charges, which are described for each share class in the table below.

 

  Class A   Class B*   Class C   Class Q   Class R   Class Z

Maximum initial sales charge

  5.50% of
the public
offering
price
  None   None   None   None   None

Contingent deferred sales charge (CDSC) (as a percentage of the lower of original purchase price or net asset value at redemption)

  1% on sales
of $1 million
or more
made within
12 months of
purchase
  5% (Yr. 1)
4% (Yr. 2)
3% (Yr. 3)
2% (Yr. 4)
1% (Yr. 5)
1% (Yr. 6)
0%  (Yr. 7)
  1% on sales
made within
12 months
of purchase
  None   None   None

Annual distribution and service (12b-1) fees (shown as a percentage of average daily net assets)

  .30%
(.25%
currently)
  1%   1%   None   .75%
(.50%
currently)
  None

 

*Class B shares are closed to all purchase activity and no additional Class B shares may be purchased or acquired except by exchange from Class B shares of another Fund or through dividend or capital gains reinvestment.

 

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Benchmark Definitions

 

Russell Midcap Value Index

The Russell Midcap Value Index is an unmanaged index that measures the performance of those Russell Midcap companies with lower price-to-book ratios and lower forecasted growth values. The stocks included in the index are also members of the Russell 1000 Value Index. The cumulative total returns for the Index measured from the month-end closest to the inception date for Class Q shares through 10/31/2015 are 71.50%, –2.02% for Class R shares, and 116.25% for Class Z shares. The average annual total returns for the Index measured from the month-end closest to the inception date for Class Q shares through 9/30/15 are 10.84% and 7.51% for Class Z shares. Class R shares have been in existence for less than one year and have no average annual total return performance information available.

 

Standard & Poor’s MidCap 400 Index

The Standard & Poor’s MidCap 400 Index (S&P MidCap 400 Index) is an unmanaged index of 400 domestic stocks chosen for market capitalization, liquidity, and industry group representation. It gives a broad look at how US mid-cap stock prices have performed. The cumulative total returns for the Index measured from the month-end closest to the inception date for Class Q shares through 10/31/2015 are 67.61%, 0.72% for Class R shares, and 127.50% for Class Z shares. The average annual total returns for the Index measured from the month-end closest to the inception date for Class Q shares through 9/30/15 are 10.40% and 8.11% for Class Z shares. Class R shares have been in existence for less than one year and have no average annual total return performance information available.

 

Russell Midcap Index

The Russell Midcap Index is an unmanaged index that measures the performance of the 800 smallest companies in the Russell 1000 Index, which represent approximately 25% of the total market capitalization of the Russell 1000 Index. The cumulative total returns for the Index measured from the month-end closest to the inception date for Class Q shares through 10/31/2015 are 72.49%, –0.01% for Class R shares, and 123.53% for Class Z shares. The average annual total returns for the Index measured from the month-end closest to the inception date for Class Q shares through 9/30/15 are 10.95% and 7.86% for Class Z shares. Class R shares have been in existence for less than one year and have no average annual total return performance information available.

 

Lipper Mid-Cap Value Funds Average

The Lipper Mid-Cap Value Funds Average (Lipper Average) is based on the average return of all funds in the Lipper Mid-Cap Value Funds category for the periods noted. Funds in the Lipper Average, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Mid-cap value funds typically have a below-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value compared with the companies in the S&P MidCap 400 Index. The cumulative total returns for the Lipper Average measured from the month-end closest to the inception date for Class Q shares through 10/31/2015 are 61.10%, –1.63% for Class R shares, and 98.98% for Class Z shares. The average annual total returns for the Lipper Average measured from the month-end closest to the inception date for Class Q shares through 9/30/15 are 9.32% and 6.53% for Class Z shares. Class R shares have been in existence for less than one year and have no average annual total return performance information available.

 

Prudential QMA Mid-Cap Value Fund     5   


Your Fund’s Performance (continued)

 

 

Investors cannot invest directly in an index or average. The returns for the Indexes would be lower if they included the effects of sales charges, operating expenses of a mutual fund, or taxes. Returns for the Lipper Average reflect the deduction of operating expenses, but not sales charges or taxes. The Since Inception returns for the Indexes and the Lipper Average are measured from the closest month-end to the inception date for the indicated share class.

 

Five Largest Holdings expressed as a percentage of net assets as of 10/31/15

  

PPL Corp., Electric Utilities

     1.5

SunTrust Banks, Inc., Banks

     1.5   

Public Service Enterprise Group, Inc., Multi-Utilities

     1.4   

Hartford Financial Services Group, Inc. (The), Insurance

     1.4   

CenturyLink, Inc., Diversified Telecommunication Services

     1.3   

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

 

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Strategy and Performance Overview

 

How did the Fund perform?

The Prudential QMA Mid-Cap Value Fund’s Class A shares returned 0.19% for the 12-month reporting period ended October 31, 2015, underperforming the 0.47% return of the Russell Midcap Value Index (the Index), and the 0.85% return of the Lipper Mid-Cap Value Funds Average.

 

What were conditions like in the mid-cap section of the US stock market?

The period was dominated by slow but positive economic growth in the United States and fear of worsening economic conditions in Europe and China, resulting in a volatile and slightly positive return for US mid-cap value stocks.

 

Mid-cap growth stocks outperformed value. While growth stocks often outperform value stocks during an economic recovery, they had not been doing so in the troubled growth recovery before the reporting period. The long prior period of economic uncertainty made investors less willing than usual to pay more for growth stocks. As a result, mid-cap value stocks were selling at higher prices than their long-term average price-to-earnings ratio (P/E) would indicate, while mid-cap growth stocks were selling below their average P/E. When economic prospects began to look better established during this reporting period, investors appeared more willing to pay more for growth stocks.

 

The drop in Chinese demand for imports, together with rising supplies of energy commodities, led to plunges in energy prices late in 2014 and again between May and September 2015. Declining energy costs may have helped support US economic growth, but energy-related stocks pulled down market averages, since the energy sector makes up more than 9% of the Index, and fell by roughly 37% over the period. Although reduced Chinese imports affected other countries’ economic growth more than that of the United States, they also dampened the demand for stocks, particularly in the energy and materials sectors. Subsequently, mid-cap value stocks changed direction several times over the course of the reporting period, with a particularly bad spell during the summer.

 

How did the stock market sectors perform?

Volatility affected all market sectors, with each sector experiencing positive and negative months, and every month having both positive and negative sector returns. On the bright side, October 2015 finished the reporting period with gains in all sectors.

 

The three largest sectors in the Index, which account for more than half of its market value, were financials, utilities, and information technology. Financials and information technology had sound positive returns. Utilities declined less than 1%. Also, the consumer discretionary and consumer staples sectors and the health care sector had positive returns. However, the huge drop in energy share prices and the

 

Prudential QMA Mid-Cap Value Fund     7   


Strategy and Performance Overview (continued)

 

smaller but still significant declines in the industrials, materials, and telecommunication services sectors offset most of these gains.

 

Which stock market sectors and holdings contributed most to the Fund’s performance?

   

The largest positive contribution to the Fund’s performance came from its holdings in the industrial, utility, and energy sectors. Among industrial companies, the Fund benefited by above-benchmark weights in airline operators Alaska Air Group, Southwest Airlines, JetBlue Airways, and United Continental Holdings. Solid passenger volumes and declining fuel costs drove the strong performance of these companies during the reporting period.

 

   

The Fund also outperformed the Index in the aerospace and defense industry, where holdings in jet fuselage builder Spirit Aerosystems and shipbuilder Huntington Ingalls Industries rose on better-than-expected earnings results. In the utility sector, the Fund’s selections among multi-utility companies added to its relative performance, particularly an overweight position in Consolidated Edison and several well-timed sales. The Fund also was helped by holding gas utility AGL Resources, which rose sharply after Southern Co. agreed to buy the company for nearly $8 billion. In the energy sector, the Fund benefited from overweights in oil and gas refining and marketing companies Tesoro Corp. and Holly Frontier Corp., as declining crude oil prices and steady product demand boosted earnings in that industry group.

 

   

Performance was further aided by lower exposure than the Index to oil and gas storage and transportation, and to coal and consumable fuels stocks, which were the two poorest performing industry groups in the energy sector.

 

Which stock market sectors and holdings detracted most from the Fund’s performance?

   

Holdings in the information technology, health care, and consumer discretionary sectors detracted from the Fund’s relative performance during the period.

 

   

Information technology stocks performed relatively well, but because of their generally unattractive valuations, the Fund was underweight in some of the better performing industries within the sector, particularly in software and semiconductors.

 

   

In health care, the Fund’s underexposure to health care equipment companies hurt its performance, as those stocks performed well following several quarters of better than expected earnings growth, despite appearing generally unattractive based on QMA’s equity selection model.

 

   

Among consumer discretionary stocks, the Fund suffered from poor selection in the retail apparel and department store industries, as holdings in Gap Inc., Kohl’s Corp., and Dillards all underperformed on disappointing sales trends and poor financial results.

 

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Fees and Expenses (Unaudited)

 

As a shareholder of the Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments and redemptions, as applicable, and (2) ongoing costs, including management fees, distribution and/or service (12b-1) fees, and other Fund expenses, as applicable. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

 

The example is based on an investment of $1,000 invested on May 1, 2015, at the beginning of the period, and held through the six-month period ended October 31, 2015. The example is for illustrative purposes only; you should consult the Prospectus for information on initial and subsequent minimum investment requirements.

 

Actual Expenses

The first line for each share class in the table on the following page provides information about actual account values and actual expenses. You may use the information on this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value ÷ $1,000 = 8.6), then multiply the result by the number on the first line under the heading “Expenses Paid During the Six-Month Period” to estimate the expenses you paid on your account during this period.

 

Hypothetical Example for Comparison Purposes

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

 

The Fund’s transfer agent may charge additional fees to holders of certain accounts that are not included in the expenses shown in the table on the following page. These fees apply to individual retirement accounts (IRAs) and Section 403(b) accounts. As of the close of the six-month period covered by the table, IRA fees included an annual maintenance fee of $15 per account (subject to a maximum annual maintenance fee of $25 for all accounts held by the same shareholder). Section 403(b) accounts are charged an annual $25 fiduciary maintenance fee. Some of the fees may vary in amount, or may be waived, based on your total account balance or the number of

 

Prudential QMA Mid-Cap Value Fund     9   


Fees and Expenses (continued)

 

Prudential Investments funds, including the Fund, that you own. You should consider the additional fees that were charged to your Fund account over the six-month period when you estimate the total ongoing expenses paid over the period and the impact of these fees on your ending account value, as these additional expenses are not reflected in the information 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.

 

Prudential
QMA  Mid-Cap
Value Fund
  Beginning Account
Value
May 1, 2015
    Ending Account
Value
October 31, 2015
    Annualized
Expense Ratio
Based on the
Six-Month Period
    Expenses Paid
During the
Six-Month Period*
 
         
Class A   Actual   $ 1,000.00      $ 962.10        1.26   $ 6.23   
    Hypothetical   $ 1,000.00      $ 1,018.85        1.26   $ 6.41   
         
Class B   Actual   $ 1,000.00      $ 958.70        2.01   $ 9.92   
    Hypothetical   $ 1,000.00      $ 1,015.07        2.01   $ 10.21   
         
Class C   Actual   $ 1,000.00      $ 958.00        2.01   $ 9.92   
    Hypothetical   $ 1,000.00      $ 1,015.07        2.01   $ 10.21   
         
Class Q   Actual   $ 1,000.00      $ 964.20        0.80   $ 3.96   
    Hypothetical   $ 1,000.00      $ 1,021.17        0.80   $ 4.08   
         
Class R   Actual   $ 1,000.00      $ 960.00        1.51   $ 7.46   
    Hypothetical   $ 1,000.00      $ 1,017.59        1.51   $ 7.68   
         
Class Z   Actual   $ 1,000.00      $ 963.30        1.01   $ 5.00   
    Hypothetical   $ 1,000.00      $ 1,020.11        1.01   $ 5.14   

*Fund expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for each share class (provided in the table), multiplied by the average account value over the period, multiplied by the 184 days in the six-month period ended October 31, 2015, and divided by the 365 days in the Fund’s fiscal year ended October 31, 2015 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.

 

10   Visit our website at www.prudentialfunds.com


The Fund’s annual expense ratios for the 12-month period ended October 31, 2015, are as follows:

 

Class    Gross Operating Expenses     Net Operating Expenses  

A

     1.35     1.21

B

     2.05        1.96   

C

     2.05        1.96   

Q

     0.89        0.80   

R

     1.81        1.51   

Z

     1.05        0.96   

 

Net operating expenses shown above reflect any fee waivers and/or expense reimbursements. Additional information on Fund expenses and any fee waivers and/or expense reimbursements can be found in the “Financial Highlights” tables in this report and in the Notes to the Financial Statements in this report.

 

Prudential QMA Mid-Cap Value Fund     11   


Portfolio of Investments

 

as of October 31, 2015

 

Description    Shares      Value (Note 1)  

LONG-TERM INVESTMENTS    99.4%

     

COMMON STOCKS

     

Aerospace & Defense    3.2%

                 

BWX Technologies, Inc.

     28,900       $ 817,870   

Huntington Ingalls Industries, Inc.

     49,800         5,973,012   

L-3 Communications Holdings, Inc.

     55,900         7,065,760   

Orbital ATK, Inc.

     11,100         950,382   

Spirit AeroSystems Holdings, Inc. (Class A Stock)*

     110,500         5,827,770   

Triumph Group, Inc.

     69,100         3,218,678   
     

 

 

 
        23,853,472   

Airlines    3.6%

                 

Alaska Air Group, Inc.

     83,600         6,374,500   

JetBlue Airways Corp.*

     274,400         6,816,096   

Southwest Airlines Co.

     165,400         7,656,366   

Spirit Airlines, Inc.*

     10,300         382,336   

United Continental Holdings, Inc.*

     99,200         5,982,752   
     

 

 

 
        27,212,050   

Auto Components    2.0%

                 

Goodyear Tire & Rubber Co. (The)

     245,200         8,052,368   

Lear Corp.

     55,500         6,940,830   
     

 

 

 
        14,993,198   

Banks    7.0%

                 

Associated Banc-Corp.

     96,600         1,868,244   

BOK Financial Corp.

     22,900         1,538,422   

East West Bancorp, Inc.

     169,400         6,842,066   

Fifth Third Bancorp

     487,100         9,279,255   

Huntington Bancshares, Inc.

     683,400         7,496,898   

KeyCorp.

     542,400         6,736,608   

Regions Financial Corp.

     850,100         7,948,435   

SunTrust Banks, Inc.

     264,000         10,961,280   
     

 

 

 
        52,671,208   

Building Products    0.4%

                 

Owens Corning

     66,700         3,036,851   

Capital Markets    2.3%

                 

Affiliated Managers Group, Inc.*

     16,600         2,992,316   

Ameriprise Financial, Inc.

     55,500         6,402,480   

 

See Notes to Financial Statements.

 

Prudential QMA Mid-Cap Value Fund     13   


 

Portfolio of Investments

 

as of October 31, 2015 continued

 

Description    Shares      Value (Note 1)  

COMMON STOCKS (Continued)

     

Capital Markets (cont’d.)

                 

Lazard Ltd. (Class A Stock), MLP

     121,200       $ 5,613,984   

Waddell & Reed Financial, Inc. (Class A Stock)

     65,400         2,415,876   
     

 

 

 
        17,424,656   

Chemicals    4.2%

                 

Cabot Corp.

     61,300         2,203,122   

Celanese Corp. (Class A Stock)

     119,900         8,518,895   

Eastman Chemical Co.

     99,100         7,152,047   

Mosaic Co. (The)

     210,100         7,099,279   

Westlake Chemical Corp.

     110,300         6,647,781   
     

 

 

 
        31,621,124   

Communications Equipment    1.8%

                 

Brocade Communications Systems, Inc.

     642,800         6,697,976   

Harris Corp.

     90,100         7,129,613   
     

 

 

 
        13,827,589   

Construction & Engineering    1.4%

                 

AECOM*(a)

     111,400         3,282,958   

Jacobs Engineering Group, Inc.*(a)

     174,500         7,004,430   
     

 

 

 
        10,287,388   

Consumer Finance    1.3%

                 

Ally Financial, Inc.*

     365,300         7,276,776   

Navient Corp.

     191,000         2,519,290   
     

 

 

 
        9,796,066   

Containers & Packaging    1.8%

                 

Crown Holdings, Inc.*

     127,000         6,736,080   

Owens-Illinois, Inc.*

     36,600         788,730   

Packaging Corp. of America

     74,900         5,126,905   

WestRock Co.

     14,258         766,510   
     

 

 

 
        13,418,225   

Diversified Financial Services    1.1%

                 

Leucadia National Corp.

     29,800         596,298   

Voya Financial, Inc.

     187,700         7,614,989   
     

 

 

 
        8,211,287   

 

See Notes to Financial Statements.

 

14  


Description    Shares      Value (Note 1)  

COMMON STOCKS (Continued)

     

Diversified Telecommunication Services    1.3%

                 

CenturyLink, Inc.

     345,100       $ 9,735,271   

Electric Utilities    5.0%

                 

Edison International

     115,500         6,990,060   

Entergy Corp.

     107,500         7,327,200   

FirstEnergy Corp.

     286,000         8,923,200   

OGE Energy Corp.

     115,600         3,295,756   

PPL Corp.

     331,300         11,396,720   
     

 

 

 
        37,932,936   

Electronic Equipment, Instruments & Components    3.2%

                 

Arrow Electronics, Inc.*

     120,200         6,609,798   

Avnet, Inc.

     157,400         7,150,682   

Ingram Micro, Inc. (Class A Stock)

     120,800         3,597,424   

Jabil Circuit, Inc.

     300,800         6,912,384   
     

 

 

 
        24,270,288   

Energy Equipment & Services    3.7%

                 

Ensco PLC (Class A Stock)

     121,100         2,013,893   

FMC Technologies, Inc.*

     101,000         3,416,830   

Nabors Industries Ltd.

     416,600         4,182,664   

National Oilwell Varco, Inc.(a)

     156,500         5,890,660   

Noble Corp. PLC

     268,300         3,614,001   

Oceaneering International, Inc.

     37,300         1,567,346   

Rowan Cos. PLC (Class A Stock)

     72,700         1,430,736   

Superior Energy Services, Inc.

     122,400         1,733,184   

Weatherford International PLC*(a)

     411,500         4,213,760   
     

 

 

 
        28,063,074   

Food Products    2.1%

                 

Bunge Ltd.

     107,800         7,865,088   

Ingredion, Inc.

     80,300         7,633,318   
     

 

 

 
        15,498,406   

Health Care Providers & Services    1.9%

                 

Community Health Systems, Inc.*

     78,900         2,212,356   

HCA Holdings, Inc.*

     39,100         2,689,689   

Health Net, Inc.*

     104,900         6,740,874   

LifePoint Health, Inc.*

     23,500         1,618,680   

 

See Notes to Financial Statements.

 

Prudential QMA Mid-Cap Value Fund     15   


 

Portfolio of Investments

 

as of October 31, 2015 continued

 

Description    Shares      Value (Note 1)  

COMMON STOCKS (Continued)

     

Health Care Providers & Services (cont’d.)

                 

Quest Diagnostics, Inc.

     13,700       $ 930,915   
     

 

 

 
        14,192,514   

Household Durables    1.1%

                 

Tupperware Brands Corp.

     36,500         2,148,755   

Whirlpool Corp.

     38,400         6,149,376   
     

 

 

 
        8,298,131   

Independent Power & Renewable Electricity Producers    1.0%

                 

AES Corp.

     679,800         7,443,810   

Insurance    11.3%

                 

Alleghany Corp.*

     15,200         7,543,304   

Allied World Assurance Co. Holdings AG

     173,800         6,319,368   

American Financial Group, Inc.

     96,000         6,930,240   

AmTrust Financial Services, Inc.

     6,300         429,786   

Aspen Insurance Holdings Ltd.

     128,700         6,256,107   

Assured Guaranty Ltd.

     3,500         96,040   

Axis Capital Holdings Ltd.

     128,700         6,949,800   

CNA Financial Corp.

     25,500         932,280   

Endurance Specialty Holdings Ltd.

     103,700         6,546,581   

Hanover Insurance Group, Inc. (The)

     82,500         6,950,625   

Hartford Financial Services Group, Inc. (The)

     222,600         10,297,476   

Lincoln National Corp.

     62,600         3,349,726   

Loews Corp.

     155,600         5,673,176   

Principal Financial Group, Inc.

     180,300         9,043,848   

Reinsurance Group of America, Inc.

     41,300         3,726,912   

Validus Holdings Ltd.

     23,200         1,027,760   

XL Group PLC (Ireland)

     77,900         2,966,432   
     

 

 

 
        85,039,461   

IT Services    1.3%

                 

Western Union Co. (The)(a)

     289,300         5,569,025   

Xerox Corp.

     456,400         4,285,596   
     

 

 

 
        9,854,621   

Machinery    2.3%

                 

AGCO Corp.(a)

     116,800         5,651,952   

Crane Co.

     13,400         705,376   

Flowserve Corp.

     54,500         2,526,620   

 

See Notes to Financial Statements.

 

16  


Description    Shares      Value (Note 1)  

COMMON STOCKS (Continued)

     

Machinery (cont’d.)

                 

PACCAR, Inc.

     110,200       $ 5,802,030   

Trinity Industries, Inc.

     81,800         2,214,326   
     

 

 

 
        16,900,304   

Media    0.7%

                 

John Wiley & Sons, Inc. (Class A Stock)

     1,800         94,194   

TEGNA, Inc.(a)

     180,100         4,869,904   
     

 

 

 
        4,964,098   

Metals & Mining    2.8%

                 

Alcoa, Inc.

     207,600         1,853,868   

Newmont Mining Corp.

     388,900         7,567,994   

Reliance Steel & Aluminum Co.

     104,900         6,289,804   

Steel Dynamics, Inc.

     289,900         5,354,453   
     

 

 

 
        21,066,119   

Multi-Utilities    3.5%

                 

CenterPoint Energy, Inc.

     280,300         5,199,565   

Consolidated Edison, Inc.

     82,200         5,404,650   

NiSource, Inc.

     271,100         5,194,276   

Public Service Enterprise Group, Inc.

     260,400         10,751,916   
     

 

 

 
        26,550,407   

Multiline Retail    1.2%

                 

Dillard’s, Inc. (Class A Stock)(a)

     42,600         3,811,848   

Macy’s, Inc.

     101,800         5,189,764   
     

 

 

 
        9,001,612   

Oil, Gas & Consumable Fuels    4.5%

                 

Continental Resources, Inc.*

     67,500         2,288,925   

HollyFrontier Corp.

     157,400         7,707,878   

Marathon Oil Corp.

     229,600         4,220,048   

PBF Energy, Inc. (Class A Stock)

     163,900         5,572,600   

QEP Resources, Inc.

     183,400         2,835,364   

Southwestern Energy Co.*(a)

     246,000         2,715,840   

Tesoro Corp.

     82,200         8,789,646   
     

 

 

 
        34,130,301   

 

See Notes to Financial Statements.

 

Prudential QMA Mid-Cap Value Fund     17   


 

Portfolio of Investments

 

as of October 31, 2015 continued

 

Description    Shares      Value (Note 1)  

COMMON STOCKS (Continued)

     

Paper & Forest Products    0.8%

                 

International Paper Co.

     146,900       $ 6,271,161   

Real Estate Investment Trusts (REITs)    10.6%

                 

Annaly Capital Management, Inc.

     796,100         7,921,195   

Apartment Investment & Management Co. (Class A Stock)

     34,260         1,342,649   

AvalonBay Communities, Inc.

     26,342         4,605,372   

BioMed Realty Trust, Inc.

     238,700         5,587,967   

Brandywine Realty Trust

     267,700         3,613,950   

Brixmor Property Group, Inc.

     145,300         3,722,586   

CBL & Associates Properties, Inc.

     372,700         5,433,966   

Columbia Property Trust, Inc.

     180,200         4,476,168   

Digital Realty Trust, Inc.

     72,600         5,369,496   

HCP, Inc.(a)

     190,500         7,086,600   

Hospitality Properties Trust

     215,100         5,773,284   

MFA Financial, Inc.

     320,300         2,216,476   

Mid-America Apartment Communities, Inc.

     35,900         3,058,321   

Piedmont Office Realty Trust, Inc. (Class A Stock)(a)

     287,800         5,577,564   

Senior Housing Properties Trust

     358,300         5,442,577   

Starwood Property Trust, Inc.

     54,500         1,094,905   

Two Harbors Investment Corp.

     455,100         3,850,146   

Ventas, Inc.

     61,500         3,303,780   
     

 

 

 
        79,477,002   

Real Estate Management & Development    1.2%

                 

Forest City Enterprises, Inc. (Class A Stock)*

     115,500         2,552,550   

Jones Lang LaSalle, Inc.

     39,800         6,635,058   
     

 

 

 
        9,187,608   

Road & Rail    0.8%

                 

AMERCO

     12,800         5,200,768   

Avis Budget Group, Inc.*

     8,400         419,496   
     

 

 

 
        5,620,264   

Semiconductors & Semiconductor Equipment    0.2%

                 

Teradyne, Inc.

     83,900         1,637,728   

Specialty Retail    3.8%

                 

Best Buy Co., Inc.

     235,800         8,260,074   

Dick’s Sporting Goods, Inc.

     40,600         1,808,730   

Gap, Inc. (The)

     138,100         3,759,082   

 

See Notes to Financial Statements.

 

18  


Description    Shares      Value (Note 1)  

COMMON STOCKS (Continued)

     

Specialty Retail (cont’d.)

                 

Murphy USA, Inc.*

     109,000       $ 6,689,330   

Penske Automotive Group, Inc.

     117,000         5,714,280   

Staples, Inc.

     151,100         1,962,789   
     

 

 

 
        28,194,285   

Technology Hardware, Storage & Peripherals    2.1%

                 

NCR Corp.*

     256,300         6,817,580   

Western Digital Corp.

     137,400         9,181,068   
     

 

 

 
        15,998,648   

Textiles, Apparel & Luxury Goods    1.5%

                 

Michael Kors Holdings Ltd.*

     124,200         4,799,088   

PVH Corp.

     71,300         6,484,735   
     

 

 

 
        11,283,823   

Trading Companies & Distributors    1.4%

                 

Air Lease Corp.(a)

     62,700         2,113,618   

GATX Corp.(a)

     97,360         4,546,712   

United Rentals, Inc.*

     51,400         3,847,804   
     

 

 

 
        10,508,134   
     

 

 

 

TOTAL LONG-TERM INVESTMENTS
(cost $749,661,588)

        747,473,120   
     

 

 

 

SHORT-TERM INVESTMENT    6.6%

     

AFFILIATED MONEY MARKET MUTUAL FUND

                 

Prudential Investment Portfolios 2 - Prudential Core Taxable Money Market Fund
(cost $49,652,667; includes $42,928,277 of cash collateral for
securities on loan) (Note 3)(b)(c)

     49,652,667         49,652,667   
     

 

 

 

TOTAL INVESTMENTS    106.0%
(cost $799,314,255) (Note 5)

        797,125,787   

Liabilities in excess of other assets    (6.0)%

        (45,169,066
     

 

 

 

NET ASSETS    100.0%

      $ 751,956,721   
     

 

 

 

 

See Notes to Financial Statements.

 

Prudential QMA Mid-Cap Value Fund     19   


 

Portfolio of Investments

 

as of October 31, 2015 continued

 

 

The following abbreviations are used in the annual report:

MLP—Master Limited Partnership

OTC—Over the counter

* Non-income producing security.
(a) All or a portion of security is on loan. The aggregate market value of such securities, including those sold and pending settlement, is $42,384,483; cash collateral of $42,928,277 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments. Cash collateral is less than 102% of the market value of securities loaned due to significant market increases on the last business day of the reporting period. Collateral was subsequently received on the following business day and the Fund remained in compliance. Securities on loan are subject to contractual netting arrangements.
(b) Represents security, or a portion thereof, purchased with cash collateral received for securities on loan.
(c) Prudential Investments LLC, the manager of the Fund, also serves as manager of the Prudential Investment Portfolios 2 - Prudential Core Taxable Money Market Fund.

 

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

 

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

 

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

 

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

 

The following is a summary of the inputs used as of October 31, 2015 in valuing such portfolio securities:

 

    Level 1         Level 2             Level 3      

Investments in Securities

     

Common Stocks

     

Aerospace & Defense

  $ 23,853,472      $   —      $   —   

Airlines

    27,212,050                 

Auto Components

    14,993,198                 

Banks

    52,671,208                 

Building Products

    3,036,851                 

Capital Markets

    17,424,656                 

Chemicals

    31,621,124                 

Communications Equipment

    13,827,589                 

Construction & Engineering

    10,287,388                 

Consumer Finance

    9,796,066                 

Containers & Packaging

    13,418,225                 

 

See Notes to Financial Statements.

 

20  


    Level 1            Level 2                Level 3       

Common Stocks (continued)

     

Diversified Financial Services

  $ 8,211,287      $      $   

Diversified Telecommunication Services

    9,735,271                 

Electric Utilities

    37,932,936                 

Electronic Equipment, Instruments & Components

    24,270,288                 

Energy Equipment & Services

    28,063,074                 

Food Products

    15,498,406                 

Health Care Providers & Services

    14,192,514                 

Household Durables

    8,298,131                 

Independent Power & Renewable Electricity Producers

    7,443,810                 

Insurance

    85,039,461                 

IT Services

    9,854,621                 

Machinery

    16,900,304                 

Media

    4,964,098                 

Metals & Mining

    21,066,119                 

Multi-Utilities

    26,550,407                 

Multiline Retail

    9,001,612                 

Oil, Gas & Consumable Fuels

    34,130,301                 

Paper & Forest Products

    6,271,161                 

Real Estate Investment Trusts (REITs)

    79,477,002                 

Real Estate Management & Development

    9,187,608                 

Road & Rail

    5,620,264                 

Semiconductors & Semiconductor Equipment

    1,637,728                 

Specialty Retail

    28,194,285                 

Technology Hardware, Storage & Peripherals

    15,998,648                 

Textiles, Apparel & Luxury Goods

    11,283,823                 

Trading Companies & Distributors

    10,508,134                 

Affiliated Money Market Mutual Fund

    49,652,667                 
 

 

 

   

 

 

   

 

 

 

Total

  $ 797,125,787      $   —      $   —   
 

 

 

   

 

 

   

 

 

 

 

See Notes to Financial Statements.

 

Prudential QMA Mid-Cap Value Fund     21   


 

Portfolio of Investments

 

as of October 31, 2015 continued

 

 

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of October 31, 2015 were as follows (Unaudited):

 

Insurance

    11.3

Real Estate Investment Trusts (REITs)

    10.6   

Banks

    7.0   

Affiliated Money Market Mutual Fund (including 5.7% of collateral for securities on loan)

    6.6   

Electric Utilities

    5.0   

Oil, Gas & Consumable Fuels

    4.5   

Chemicals

    4.2   

Specialty Retail

    3.8   

Energy Equipment & Services

    3.7   

Airlines

    3.6   

Multi-Utilities

    3.5   

Electronic Equipment, Instruments & Components

    3.2   

Aerospace & Defense

    3.2   

Metals & Mining

    2.8   

Capital Markets

    2.3   

Machinery

    2.3   

Technology Hardware, Storage & Peripherals

    2.1   

Food Products

    2.1   

Auto Components

    2.0   

Health Care Providers & Services

    1.9   

Communications Equipment

    1.8   

Containers & Packaging

    1.8

Textiles, Apparel & Luxury Goods

    1.5   

Trading Companies & Distributors

    1.4   

Construction & Engineering

    1.4   

IT Services

    1.3   

Consumer Finance

    1.3   

Diversified Telecommunication Services

    1.3   

Real Estate Management & Development

    1.2   

Multiline Retail

    1.2   

Household Durables

    1.1   

Diversified Financial Services

    1.1   

Independent Power & Renewable Electricity Producers

    1.0   

Paper & Forest Products

    0.8   

Road & Rail

    0.8   

Media

    0.7   

Building Products

    0.4   

Semiconductors & Semiconductor Equipment

    0.2   
 

 

 

 
    106.0   

Liabilities in excess of other assets

    (6.0
 

 

 

 
    100.0
 

 

 

 

 

See Notes to Financial Statements.

 

22  


LOGO

 

PRUDENTIAL INVESTMENTS»MUTUAL FUNDS

 

FINANCIAL STATEMENTS

 

ANNUAL REPORT · OCTOBER 31, 2015

 

Prudential QMA Mid-Cap Value Fund


Statement of Assets and Liabilities

 

as of October 31, 2015

 

Assets

        

Investments at value, including securities on loan of $42,384,483:

  

Unaffiliated investments (cost $749,661,588)

   $ 747,473,120   

Affiliated investments (cost $49,652,667)

     49,652,667   

Receivable for investments sold

     24,137,732   

Receivable for Fund shares sold

     6,106,336   

Dividends and interest receivable

     637,765   

Prepaid expenses

     6,371   
  

 

 

 

Total assets

     828,013,991   
  

 

 

 

Liabilities

        

Payable to broker for collateral for securities on loan

     42,928,277   

Payable for investments purchased

     30,366,987   

Payable for Fund shares reacquired

     1,891,408   

Management fee payable

     463,642   

Accrued expenses and other liabilities

     251,246   

Distribution fee payable

     118,719   

Affiliated transfer agent fee payable

     36,734   

Deferred directors’ fees

     257   
  

 

 

 

Total liabilities

     76,057,270   
  

 

 

 

Net Assets

   $ 751,956,721   
  

 

 

 
          

Net assets were comprised of:

  

Common stock, at par

   $ 37,351   

Paid-in capital in excess of par

     706,787,216   
  

 

 

 
     706,824,567   

Undistributed net investment income

     5,717,448   

Accumulated net realized gain on investment transactions

     41,603,174   

Net unrealized depreciation on investments

     (2,188,468
  

 

 

 

Net assets, October 31, 2015

   $ 751,956,721   
  

 

 

 

 

See Notes to Financial Statements.

 

24  


 

Class A

       

Net asset value and redemption price per share,
($288,607,328 ÷ 14,224,352 shares of common stock issued and outstanding)

  $ 20.29   

Maximum sales charge (5.50% of offering price)

    1.18   
 

 

 

 

Maximum offering price to public

  $ 21.47   
 

 

 

 

Class B

       

Net asset value, offering price and redemption price per share,
($7,202,329 ÷ 402,870 shares of common stock issued and outstanding)

  $ 17.88   
 

 

 

 

Class C

       

Net asset value, offering price and redemption price per share,
($62,109,654 ÷ 3,487,177 shares of common stock issued and outstanding)

  $ 17.81   
 

 

 

 

Class Q

       

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

 

($74,706,676 ÷ 3,649,165 shares of common stock issued and outstanding)

  $ 20.47   
 

 

 

 

Class R

       

Net asset value, offering price and redemption price per share,
($354,184 ÷ 17,366 shares of common stock issued and outstanding)

  $ 20.40   
 

 

 

 

Class Z

       

Net asset value, offering price and redemption price per share,
($318,976,550 ÷ 15,570,167 shares of common stock issued and outstanding)

  $ 20.49   
 

 

 

 

 

See Notes to Financial Statements.

 

Prudential QMA Mid-Cap Value Fund     25   


 

Statement of Operations

 

Year Ended October 31, 2015

 

Net Investment Income

        

Income

  

Unaffiliated dividend income (net of foreign withholding taxes of $1,161)

   $ 14,564,344   

Affiliated income from securities lending, net

     100,873   

Affiliated dividend income

     16,017   
  

 

 

 

Total income

     14,681,234   
  

 

 

 

Expenses

  

Management fee

     5,285,932   

Distribution fee—Class A

     801,256   

Distribution fee—Class B

     78,864   

Distribution fee—Class C

     594,599   

Distribution fee—Class R

     1,677   

Transfer agent’s fees and expenses (including affiliated expense of $179,400)

     983,000   

Custodian and accounting fees

     121,000   

Registration fees

     93,000   

Reports to shareholders

     70,000   

Legal fees and expenses

     31,000   

Audit fee

     23,000   

Directors’ fees

     20,000   

Insurance expenses

     5,000   

Loan interest expense

     1,171   

Miscellaneous

     48,002   
  

 

 

 

Total expenses

     8,157,501   

Less: Management fee waiver and/or expense reimbursement

     (572,295

Distribution fee waiver—Class A

     (133,543

Distribution fee waiver—Class R

     (558
  

 

 

 

Net expenses

     7,451,105   
  

 

 

 

Net investment income

     7,230,129   
  

 

 

 

Realized And Unrealized Gain (Loss) On Investments

        

Net realized gain on investment transactions

     42,185,103   

Net change in unrealized appreciation (depreciation) on investments

     (53,966,407
  

 

 

 

Net loss on investment transactions

     (11,781,304
  

 

 

 

Net Decrease In Net Assets Resulting From Operations

   $ (4,551,175
  

 

 

 

 

See Notes to Financial Statements.

 

26  


 

Statement of Changes in Net Assets

 

 

     Year Ended October 31,  
     2015      2014  

Increase (Decrease) in Net Assets

                 

Operations

     

Net investment income

   $ 7,230,129       $ 2,440,862   

Net realized gain on investment transactions

     42,185,103         27,595,582   

Net change in unrealized appreciation (depreciation) on investments

     (53,966,407      15,962,593   
  

 

 

    

 

 

 

Net increase (decrease) in net assets resulting from operations

     (4,551,175      45,999,037   
  

 

 

    

 

 

 

Dividends and Distributions (Note 1)

     

Dividends from net investment income

     

Class A

     (1,295,728      (930,285

Class B

             (11,163

Class C

             (72,665

Class Q

     (309,742      (235,800

Class R

               

Class X

             (1,872

Class Z

     (1,567,050      (288,310
  

 

 

    

 

 

 
     (3,172,520      (1,540,095
  

 

 

    

 

 

 

Distributions from net realized gains

     

Class A

     (12,155,888      (11,324,238

Class B

     (476,910      (596,390

Class C

     (3,158,226      (3,882,036

Class Q

     (1,750,728      (1,888,836

Class R

               

Class X

             (22,785

Class Z

     (10,356,724      (2,667,279
  

 

 

    

 

 

 
     (27,898,476      (20,381,564
  

 

 

    

 

 

 

Fund share transactions (Net of share conversions) (Note 6)

     

Net proceeds from shares sold

     458,265,697         287,583,027   

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

     29,355,812         20,778,282   

Cost of shares reacquired

     (182,509,499      (61,356,156
  

 

 

    

 

 

 

Net increase in net assets from Fund share transactions

     305,112,010         247,005,153   
  

 

 

    

 

 

 

Total increase

     269,489,839         271,082,531   

Net Assets:

                 

Beginning of year

     482,466,882         211,384,351   
  

 

 

    

 

 

 

End of year(a)

   $ 751,956,721       $ 482,466,882   
  

 

 

    

 

 

 

(a) Includes undistributed net investment income of:

   $ 5,717,448       $ 1,637,109   
  

 

 

    

 

 

 

 

See Notes to Financial Statements.

 

Prudential QMA Mid-Cap Value Fund     27   


 

Notes to Financial Statements

 

Prudential Investment Portfolios, Inc. 10 (the “Company”) is an open-end management investment company, registered under the Investment Company Act of 1940, as amended (“1940 Act”). The Company was organized on March 5, 1997, as a Maryland Corporation. The Company operates as a series company. At October 31, 2015, the Company consisted of two diversified investment portfolios (each a “Fund” and collectively the “Funds”). The information presented in these financial statements pertains to Prudential QMA Mid-Cap Value Fund (the “Fund”).

 

The investment objective of the Fund is capital growth.

 

Effective on or about December 30, 2015, the Prudential Mid-Cap Value Fund will be renamed the Prudential QMA Mid-Cap Value Fund.

 

1. Accounting Policies

 

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

 

Securities Valuation: The Fund holds securities and other assets that are fair valued at the close of each day the New York Stock Exchange (“NYSE”) is open for trading. 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. The Board of Trustees (the “Board”) has adopted Valuation Procedures for security valuation under which fair valuation responsibilities have been delegated to Prudential Investments LLC (“PI” or “Manager”). Under the current Valuation Procedures, the established Valuation Committee is responsible for supervising the valuation of portfolio securities and other assets. 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. A record of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at its next regularly- scheduled quarterly meeting.

 

28  


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 table following the Portfolio of Investments.

 

Common and preferred stocks, exchange-traded funds, and derivative instruments such as futures or options that are traded on a national securities exchange are valued at the last sale price as of the close of trading on the applicable exchange where the security principally trades. Securities traded via NASDAQ are valued at the NASDAQ official closing price. To the extent these securities are valued at the last sale price or NASDAQ official closing price, they are classified as Level 1 in the fair value hierarchy.

 

In the event that no sale or official closing price on valuation date exists, these securities are generally valued at the mean between the last reported bid and ask prices, or at the last bid price in the absence of an ask price. These securities are classified as Level 2 in the fair value hierarchy.

 

Common and preferred stocks traded on foreign securities exchanges are valued using pricing vendor services that provide model prices derived using adjustment factors based on information such as local closing price, relevant general and sector indices, currency fluctuations, depositary receipts, and futures, as applicable. Securities valued using such model prices are classified as Level 2 in the fair value hierarchy. Such securities are valued using model prices to the extent that the valuation meets the established confidence level for each security. If the confidence level is not met or the vendor does not provide a model price, securities are valued in accordance with exchange-traded common and preferred stocks discussed above.

 

Participatory Notes (P-notes) are generally valued based upon the value of a related underlying security that trades actively in the market and are classified as Level 2 in the fair value hierarchy.

 

Investments in open-end, non-exchange-traded mutual funds are valued at their net asset values as of the close of the NYSE on the date of valuation. These securities are classified as Level 1 in the fair value hierarchy since they may be purchased or sold at their net asset values on the date of valuation.

 

Fixed income securities traded in the OTC market are generally valued at prices provided by approved independent pricing vendors. The pricing vendors provide these prices after evaluating observable inputs including, but not limited to yield curves, yield spreads, credit ratings, deal terms, tranche level attributes, default rates, cash flows, prepayment speeds, broker/dealer quotations, and reported trades. Securities valued using such vendor prices are classified as Level 2 in the fair value hierarchy.

 

Prudential QMA Mid-Cap Value Fund     29   


 

Notes to Financial Statements

 

continued

 

 

OTC derivative instruments are generally valued using pricing vendor services, which derive the valuation based on inputs such as underlying asset prices, indices, spreads, interest rates, and exchange rates. These instruments are categorized as Level 2 in the fair value hierarchy.

 

Centrally cleared swaps listed or traded on a multilateral or trade facility platform, such as a registered exchange, are generally valued at the daily settlement price determined by the respective exchange. These securities are classified as Level 2 in the fair value hierarchy, as the daily settlement price is not public.

 

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.

 

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 investment adviser regarding the issuer or the markets or industry in which it operates. Using fair value to price securities may result in a value that is different from a security’s most recent closing price and from the price used by other mutual funds to calculate their net asset values.

 

Foreign Currency Translation: The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis:

 

(i) market value of investment securities, other assets and liabilities—at the current rates of exchange.

 

(ii) purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such transactions.

 

Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not isolate that portion of the

 

30  


results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities held at the end of the period. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities sold during the period. Accordingly, realized foreign currency gains or losses are included in the reported net realized gains or losses on investment transactions.

 

Net realized gains or losses on foreign currency transactions represent net foreign exchange gains or losses from holdings of foreign currencies, forward currency contracts, disposition of foreign currencies, currency gains or losses realized between the trade and settlement dates on security transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains or losses from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates are reflected as a component of net unrealized appreciation (depreciation) on foreign currencies.

 

Concentration of Risk: The ability of debt securities issuers (other than those issued or guaranteed by the U.S. Government) held by the Fund to meet its obligations may be affected by the economic or political developments in a specific industry, region or country. Foreign security and currency transactions may involve certain considerations and risks not typically associated with those of domestic origin as a result of, among other factors, the possibility of a political or economic instability, or the level of governmental supervision and regulation of foreign securities markets.

 

Securities Lending: The Fund may lend its portfolio securities to banks and broker-dealers. The loans are secured by collateral at least equal to the market value of the securities loaned. Collateral pledged by each borrower is invested in a highly liquid short-term money market fund and is marked to market daily, based on the previous day’s market value, such that the value of the collateral exceeds the value of the loaned securities. Loans are subject to termination at the option of the borrower or the Fund. Upon termination of the loan, the borrower will return to the Fund securities identical to the loaned securities. Should the borrower of the securities fail financially, the Fund has the right to repurchase the securities using the collateral in the open market. The Fund recognizes income, net of any rebate and securities lending agent fees, for lending its securities, and any interest on the investment of cash received as collateral. The Fund also continues to receive interest and dividends or amounts equivalent thereto, on the securities loaned and recognizes any unrealized gain or loss in the market price of the securities loaned that may occur during the term of the loan.

 

Prudential QMA Mid-Cap Value Fund     31   


 

Notes to Financial Statements

 

continued

 

 

MLPs: The Fund invests in MLPs. Distributions received from the Funds’ investments in MLPs generally are comprised of income and return of capital. The Fund records investment income and return of capital based on estimates made at the time such distributions are received. Such estimates are based on historical information available from each MLP and other industry resources. These estimates may subsequently be revised based on information received from MLPs after their respective tax reporting periods have concluded.

 

REITs: The Fund invests in real estate investment trusts (“REITs”), which report information on the source of their distributions annually. Based on current and historical information, a portion of distributions received from REITs during the period is estimated to be dividend income, capital gain or return of capital and is recorded accordingly. These estimates are adjusted when the actual source of distributions is disclosed by the REITs.

 

Master Netting Arrangements: Certain Portfolios are 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 the Fund. A master netting arrangement between the Portfolio and the counterparty permits the Portfolio to offset amounts payable by the Portfolio to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Portfolio to cover the Portfolio’s exposure to the counterparty.

 

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains or losses from investment and currency transactions are calculated on the identified cost basis. Dividend income is recorded on the ex-dividend date. Interest income, including amortization of premium and accretion of discount on debt securities, as required, is recorded on an 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 distribution fees which are charged directly to the respective class and transfer agency fees specific to Class Q shares which are charged to that share class) and unrealized and realized gains or 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.

 

32  


Dividends and Distributions to Shareholders: Dividends and distributions to shareholders are recorded on the ex-dividend date. Dividends, if any, from net investment income are declared and paid at least annually. These dividends and distributions are determined in accordance with federal income tax regulations and may differ from accounting principles generally accepted in the United States of America. Net realized gains from investment transactions, if any, are distributed at least annually. Permanent book/tax differences relating to income and gains are reclassified to paid-in capital when they arise.

 

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

 

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

 

2. Agreements

 

The Fund has entered into an investment management agreement with PI which provides that the Manager will furnish the Fund with investment advice and investment management and administrative services. The Manager has entered into a subadvisory agreement with Quantitative Management Associates LLC (“QMA”), a wholly-owned subsidiary of Prudential Investment Management, Inc. The subadvisory agreement provides that QMA furnishes investment advisory services in connection with the management of the Fund. PI pays for the services of QMA, the cost of compensation of officers of the Fund, occupancy and certain clerical and bookkeeping costs of the Fund. The Fund bears all other costs and expenses.

 

The advisory fee paid to PI is accrued daily and payable monthly at an annual rate of .825% of the average daily net assets of the Fund up to $1 billion and .80% of the average daily net assets in excess of $1 billion. The effective management fee rate before any waivers and/or expense reimbursement was .83% for the year ended October 31, 2015. The effective management fee rate, net of waivers and/or expense reimbursement, was .74%.

 

Certain officers and directors of the Fund are officers or directors of the Manager. The Fund pays no compensation directly to their officers or interested directors.

 

Prudential QMA Mid-Cap Value Fund     33   


 

Notes to Financial Statements

 

continued

 

 

The Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of the Class A, Class B, Class C, Class Q, Class R and Class Z shares of the Fund. The Fund compensates PIMS for distributing and servicing the Fund’s Class A, Class B, Class C and Class R shares pursuant to plans of distribution (the “Class A, B, C and R Plans”), regardless of expenses actually incurred by PIMS. The distribution fees are accrued daily and paid monthly. No distribution or service fees are paid to PIMS as distributor of the Class Q and Class Z shares of the Fund. Pursuant to the Class A, B, C and R Plans, the Fund compensates PIMS for distribution related activities at an annual rate of up to .30%, 1%, 1% and .75%, of the average daily net assets of the Class A, B, C and R shares, respectively. PIMS contractually agreed to limit such fees to .25% and .50% of the average daily net assets of the Class A and Class R shares, respectively through February 28, 2017.

 

PI has agreed to reimburse Fund expenses and/or waive its investment management fee so that the Fund’s annual operating expenses do not exceed 0.80% (exclusive of 12b-1 fees, transfer agent fees and certain other expenses) of the Fund’s average net assets through February 28, 2017.

 

During the year ended October 31, 2015, PIMS has advised the Fund, front-end sales charges (“FESC”) and contingent deferred sales charges (“CDSC”) were as follows:

 

Class A

FESC

 

Class A

CDSC

 

Class B

CDSC

 

Class C

CDSC

$464,643   $840   $13,473   $5,422

 

3. Other Transactions with Affiliates

 

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

 

The Fund invests in the Prudential Core Taxable Money Market Fund (the “Core Fund”), a portfolio of Prudential Investment Portfolios 2, registered under the 1940 Act, and managed by PI. Earnings from the Core Fund are disclosed on the Statement of Operation as “Affiliated dividend income”.

 

34  


Prudential Investment Management, Inc. (“PIM”), an indirect, wholly-owned subsidiary of Prudential, is the Fund’s securities lending agent. Earnings from securities lending are disclosed on the Statement of Operations as “Affiliated income from securities lending, net”. For the year ended October 31, 2015, PIM was compensated approximately $30,301 for these services.

 

4. Portfolio Securities

 

Purchases and sales of securities, other than short term obligations, during the year ended October 31, 2015, were $909,717,760 and $632,548,986, respectively.

 

5. Distributions and Tax Information

 

Distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-dividend date. In order to present undistributed net investment income, accumulated net realized gain on investment transactions and paid-in capital in excess of par on the Statement of Assets and Liabilities that more closely represent their tax character, certain adjustments have been made to undistributed net investment income and accumulated net realized gain on investment transactions. For the year ended October 31, 2015, the adjustments were to increase undistributed net investment income and decrease accumulated net realized gain on investment transactions by $22,730 due to differences in the treatment for book and tax purposes of certain transactions involving partnership investments. Net investment income, net realized gain on investment transactions and net assets were not affected by this change.

 

For the year ended October 31, 2015, the tax character of dividends paid by the Fund were $15,911,325 of ordinary income and $15,159,671 of long-term capital gains. For the year ended October 31, 2014, the tax character of dividends paid by the Fund were $5,845,922 of ordinary income and $16,075,737 of long-term capital gains.

 

As of October 31, 2015, the accumulated undistributed earnings on a tax basis was $21,621,378 of ordinary income and $27,745,740 of long-term capital gains. This differs from the amount shown on the Statement of Assets and Liabilities primarily due to cumulative timing differences between financial and tax reporting.

 

Prudential QMA Mid-Cap Value Fund     35   


 

Notes to Financial Statements

 

continued

 

 

The United States federal income tax basis of the Fund’s investments and the net unrealized depreciation as of October 31, 2015 were as follows:

 

Tax Basis

 

Appreciation

 

Depreciation

 

Net

Unrealized
Depreciation

$801,360,494   $49,138,832   ($53,373,539)   ($4,234,707)

 

The difference between book basis and tax basis was primarily attributable to deferred losses on wash sales and investments in partnerships.

 

Management has analyzed the Fund’s tax positions taken on federal, state and local income tax returns for all open tax years and has concluded that no provision for income tax is required in the Fund’s financial statements for the current reporting period. The Fund’s federal, state and local income tax and federal excise returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state departments of revenue.

 

6. Capital

 

The Fund offers Class A, Class B, Class C, Class Q, Class R and Class Z shares. Class A shares are sold with a front-end sales charge of up to 5.50%. Purchases of $1 million or more are subject to a contingent deferred sales charge (“CDSC”) if shares are redeemed within 12 months of their purchase. Class B shares are sold with a CDSC which declines from 5% to zero depending upon the period of time the shares are held. Class B shares will automatically convert to Class A shares approximately seven years after purchase. Class B shares are closed to new purchases. Class C shares are sold with a CDSC of 1% on shares redeemed within the first 12 months of purchase. As of April 11, 2014, the last conversion of Class X to Class A shares was completed. There are no Class X shares outstanding and Class X shares are no longer being offered for sale. Class Q, Class R and Class Z shares are not subject to any sales or redemption charge and are offered 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 capital.

 

The authorized capital stock of the Company is 5.5 billion shares, with a par value of $.001 per share. Of the Company’s authorized capital stock, 375 million authorized

 

36  


shares have been allocated to the Fund and divided into six classes, designated Class A, Class B, Class C, Class Q, Class R and Class Z capital stock, each of which consists of 150 million, 5 million, 30 million, 40 million, 75 million, and 75 million authorized shares, respectively.

 

As of October 31, 2015, Prudential owned 85 shares of Class Q and 477 shares of Class R.

 

Transactions in shares of capital stock were as follows:

 

Class A

     Shares      Amount  

Year ended October 31, 2015

       

Shares sold

       6,665,117       $ 139,494,831   

Shares issued in reinvestment of dividends and distributions

       629,703         12,462,566   

Shares reacquired

       (3,228,624      (67,284,486
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       4,066,196         84,672,911   

Shares issued upon conversion from other share class(es)

       79,874         1,686,629   

Shares reacquired upon conversion into other share class(es)

       (73,351      (1,541,195
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       4,072,719       $ 84,818,345   
    

 

 

    

 

 

 

Year ended October 31, 2014

       

Shares sold

       5,515,084       $ 113,996,684   

Shares issued in reinvestment of dividends and distributions

       620,148         11,646,379   

Shares reacquired

       (1,451,043      (29,587,168
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       4,684,189         96,055,895   

Shares issued upon conversion from other share class(es)

       53,397         1,057,019   

Shares reacquired upon conversion into other share class(es)

       (455,399      (9,365,859
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       4,282,187       $ 87,747,055   
    

 

 

    

 

 

 

Class B

               

Year ended October 31, 2015

       

Shares sold

       43,265       $ 806,608   

Shares issued in reinvestment of dividends and distributions

       24,970         438,216   

Shares reacquired

       (55,515      (1,009,950
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       12,720         234,874   

Shares reacquired upon conversion into other share class(es)

       (25,041      (461,523
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (12,321    $ (226,649
    

 

 

    

 

 

 

Year ended October 31, 2014

       

Shares sold

       173,537       $ 3,078,776   

Shares issued in reinvestment of dividends and distributions

       33,067         555,865   

Shares reacquired

       (49,840      (894,286
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       156,764         2,740,355   

Shares reacquired upon conversion into other share class(es)

       (34,597      (615,176
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       122,167       $ 2,125,179   
    

 

 

    

 

 

 

 

Prudential QMA Mid-Cap Value Fund     37   


 

Notes to Financial Statements

 

continued

 

Class C

     Shares      Amount  

Year ended October 31, 2015

       

Shares sold

       1,190,235       $ 22,055,020   

Shares issued in reinvestment of dividends and distributions

       165,750         2,899,159   

Shares reacquired

       (441,516      (8,095,698
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       914,469         16,858,481   

Shares reacquired upon conversion into other share class(es)

       (74,610      (1,393,975
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       839,859       $ 15,464,506   
    

 

 

    

 

 

 

Year ended October 31, 2014

       

Shares sold

       684,333       $ 12,402,531   

Shares issued in reinvestment of dividends and distributions

       218,057         3,652,459   

Shares reacquired

       (283,068      (5,114,033
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       619,322         10,940,957   

Shares reacquired upon conversion into other share class(es)

       (11,602      (213,666
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       607,720       $ 10,727,291   
    

 

 

    

 

 

 

Class Q

               

Year ended October 31, 2015

       

Shares sold

       3,218,294       $ 66,051,710   

Shares issued in reinvestment of dividends and distributions

       103,541         2,060,470   

Shares reacquired

       (1,109,938      (23,350,288
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       2,211,897       $ 44,761,892   
    

 

 

    

 

 

 

Year ended October 31, 2014

       

Shares sold

       441,913       $ 9,327,598   

Shares issued in reinvestment of dividends and distributions

       112,474         2,124,636   

Shares reacquired

       (120,583      (2,481,797
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       433,804       $ 8,970,437   
    

 

 

    

 

 

 

Class R

               

Year ended October 31, 2015*

       

Shares sold

       17,368       $ 363,206   

Shares reacquired

       (2      (42
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       17,366       $ 363,164   
    

 

 

    

 

 

 

 

38  


Class X

     Shares      Amount  

Period ended April 11, 2014**

       

Shares sold

       207       $ 3,657   

Shares issued in reinvestment of dividends and distributions

       1,414         24,118   

Shares reacquired

       (524      (9,619
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       1,097         18,156   

Shares reacquired upon conversion into other share class(es)

       (16,541      (294,328
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       (15,444    $ (276,172
    

 

 

    

 

 

 

Class Z

               

Year ended October 31, 2015

       

Shares sold

       10,876,210       $ 229,494,322   

Shares issued in reinvestment of dividends and distributions

       576,500         11,495,401   

Shares reacquired

       (3,946,513      (82,769,035
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       7,506,197         158,220,688   

Shares issued upon conversion from other share class(es)

       86,404         1,831,486   

Shares reacquired upon conversion into other share class(es)

       (5,794      (121,422
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       7,586,807       $ 159,930,752   
    

 

 

    

 

 

 

Year ended October 31, 2014

       

Shares sold

       7,197,377       $ 148,773,781   

Shares issued in reinvestment of dividends and distributions

       146,738         2,774,825   

Shares reacquired

       (1,121,307      (23,269,253
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding before conversion

       6,222,808         128,279,353   

Shares issued upon conversion from other share class(es)

       461,944         9,579,525   

Shares reacquired upon conversion into other share class(es)

       (7,395      (147,515
    

 

 

    

 

 

 

Net increase (decrease) in shares outstanding

       6,677,357       $ 137,711,363   
    

 

 

    

 

 

 

 

* Commencement of operations was December 22, 2014.
** As of April 11, 2014, the last conversion of Class X shares to Class A shares was completed. There are no Class X shares outstanding and Class X shares are no longer being offered for sale.

 

7. Borrowings

 

The Fund, along with other affiliated registered investment companies (the “Funds”), is a party to a Syndicated Credit Agreement (“SCA”) with a group of banks. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions. The SCA provides for a commitment of $900 million for the period October 8, 2015 through October 6, 2016. The Funds pay an annualized commitment fee of .11% of the unused portion of the SCA. Prior to October 8, 2015, the Funds had another SCA that provided a commitment of $900 million and the Funds paid an annualized commitment fee of .075% of the unused portion of the SCA. Interest on any borrowings under the SCA is paid at contracted market rates. The commitment fee for the unused amount is accrued daily and paid quarterly.

 

Prudential QMA Mid-Cap Value Fund     39   


 

Notes to Financial Statements

 

continued

 

 

The Fund utilized the SCA during year ended October 31, 2015. The average daily balance for the 4 days that the Fund had loans outstanding during the period was $7,332,000, borrowed at a weighted average interest rate of 1.44%. The maximum loan outstanding during the period was $11,545,000. At October 31, 2015, the Fund did not have an outstanding loan amount.

 

8. New Accounting Pronouncement

 

In May 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-07 regarding “Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share”. The amendments in this update are effective for the Fund for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. ASU No. 2015-07 will eliminate the requirement to categorize investments in the fair value hierarchy if their fair value is measured at net asset value (“NAV”) per share (or its equivalent) using the practical expedient in the FASB’s fair value measurement guidance. Management has evaluated the implications of ASU No. 2015-07 and it has been determined that there is no impact on the financial statement disclosures.

 

9. Dividends and Distributions to Shareholders

 

Subsequent to the fiscal year end, the Fund declared ordinary income dividends and capital gains distributions on December 9, 2015 to shareholders of record on December 10, 2015. The ex-dividend date was December 11, 2015. The per share amounts declared were as follows:

 

     Ordinary
Income
     Short-Term
Capital Gains
     Long-Term
Capital Gains
 

Class A

   $ 0.21250       $ 0.42178       $ 0.73575   

Class B

   $ 0.08635       $ 0.42178       $ 0.73575   

Class C

   $ 0.08635       $ 0.42178       $ 0.73575   

Class Q

   $ 0.29930       $ 0.42178       $ 0.73575   

Class R

   $ 0.16015       $ 0.42178       $ 0.73575   

Class Z

   $ 0.26350       $ 0.42178       $ 0.73575   

 

40  


Financial Highlights

 

Class A Shares  
     Year Ended October 31,  
     2015     2014     2013     2012     2011  
Per Share Operating Performance(b):                                        
Net Asset Value, Beginning of Year     $21.57        $20.51        $15.25        $13.83        $13.12   
Income (loss) from investment operations:                                        
Net investment income     .23        .17        .23        .17        .09   
Net realized and unrealized gain on investments     (.23     2.92        5.24        1.36        .68   
Total from investment operations     -        3.09        5.47        1.53        .77   
Less Dividends and Distributions:                                        
Dividends from net investment income     (.12     (.15     (.21     (.11     (.06
Distributions from net realized gains     (1.16     (1.88     -        -        -   
Total dividends and distributions     (1.28     (2.03     (.21     (.11     (.06
Net asset value, end of year     $20.29        $21.57        $20.51        $15.25        $13.83   
Total Return(a):     0.15%        16.54%        36.32%        11.16%        5.90%   
Ratios/Supplemental Data:                              
Net assets, end of year (000)     $288,607        $218,957        $120,387        $79,133        $68,184   
Average net assets (000)     $267,085        $159,125        $94,162        $70,433        $73,386   
Ratios to average net assets(c):                                        
Expenses after waivers and/or expense reimbursement     1.21%        1.22%        1.40%        1.67%        1.63%   
Expenses before waivers and/or expense reimbursement     1.35%        1.42%        1.52%        1.67%        1.63%   
Net investment income     1.09%        .81%        1.27%        1.16%        .63%   
Portfolio turnover rate     101%        87%        83%        25%        37%   

 

(a) Total return does not consider the effects of sales load. 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. Total returns may reflect adjustments to conform with generally accepted accounting principles.

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

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

 

See Notes to Financial Statements.

 

Prudential QMA Mid-Cap Value Fund     41   


 

Financial Highlights

 

continued

 

Class B Shares              
     Year Ended October 31,  
     2015     2014     2013     2012     2011  
Per Share Operating Performance(b):                                        
Net Asset Value, Beginning of Year     $19.17        $18.46        $13.76        $12.48        $11.87   
Income (loss) from investment operations:                                        
Net investment income (loss)     .07        .02        .08        .05        (.02
Net realized and unrealized gain on investments     (.20     2.61        4.74        1.25        .63   
Total from investment operations     (.13     2.63        4.82        1.30        .61   
Less Dividends and Distributions:                                        
Dividends from net investment income     -        (.04     (.12     (.02     -   
Distributions from net realized gains     (1.16     (1.88     -        -        -   
Total dividends and distributions     (1.16     (1.92     (.12     (.02     -   
Net asset value, end of year     $17.88        $19.17        $18.46        $13.76        $12.48   
Total Return(a):     (0.59 )%      15.66%        35.28%        10.40%        5.14%   
 
Ratios/Supplemental Data:                              
Net assets, end of year (000)     $7,202        $7,959        $5,409        $2,476        $2,962   
Average net assets (000)     $7,886        $7,163        $3,331        $2,672        $3,859   
Ratios to average net assets(c):                                        
Expenses after waivers and/or expense reimbursement     1.96%        1.97%        2.15%        2.42%        2.38%   
Expenses before waivers and/or expense reimbursement     2.05%        2.12%        2.28%        2.42%        2.38%   
Net investment income (loss)     .35%        .08%        .48%        .40%        (.12)%   
Portfolio turnover rate     101%        87%        83%        25%        37%   

 

(a) Total return does not consider the effects of sales load. 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. Total returns may reflect adjustments to conform with generally accepted accounting principles.

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

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

 

See Notes to Financial Statements.

 

42  


Class C Shares                                   
    

Year Ended October 31,

 
     2015     2014     2013     2012     2011  
Per Share Operating Performance(b):                                        
Net Asset Value, Beginning of Year     $19.10        $18.40        $13.72        $12.44        $11.84   
Income (loss) from investment operations:                                        
Net investment income (loss)     .06        .02        .08        .05        (.02
Net realized and unrealized gain on investments     (.19     2.60        4.72        1.25        .62   
Total from investment operations     (.13     2.62        4.80        1.30        .60   
Less Dividends and Distributions:                                        
Dividends from net investment income     -        (.04     (.12     (.02     -   
Distributions from net realized gains     (1.16     (1.88     -        -        -   
Total dividends and distributions     (1.16     (1.92     (.12     (.02     -   
Net asset value, end of year     $17.81        $19.10        $18.40        $13.72        $12.44   
Total Return(a):     (.59 )%      15.66%        35.24%        10.43%        5.07%   
         
Ratios/Supplemental Data:                              
Net assets, end of year (000)     $62,110        $50,573        $37,532        $25,976        $27,320   
Average net assets (000)     $59,460        $43,599        $30,636        $26,591        $30,706   
Ratios to average net assets(c):                                        
Expenses after waivers and/or expense reimbursement     1.96%        1.97%        2.15%        2.42%        2.38%   
Expenses before waivers and/or expense reimbursement     2.05%        2.12%        2.27%        2.42%        2.38%   
Net investment income (loss)     .34%        .08%        .53%        .40%        (.12)%   
Portfolio turnover rate     101%        87%        83%        25%        37%   

 

(a) Total return does not consider the effects of sales load. 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. Total returns may reflect adjustments to conform with generally accepted accounting principles.

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

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

 

See Notes to Financial Statements.

 

Prudential QMA Mid-Cap Value Fund     43   


 

Financial Highlights

 

continued

 

Class Q Shares              
    

Year Ended October 31,

        January 18,
2011
(d)
through
October 31,
 
     2015     2014     2013     2012          2011  
Per Share Operating Performance(b):                                            
Net Asset Value, Beginning of Period     $21.75        $20.69        $15.39        $13.95            $14.50   
Income (loss) from investment operations:                                            
Net investment income     .31        .23        .31        .24            .11   
Net realized and unrealized gain (loss) on investments     (.23     2.94        5.28        1.38            (.66
Total from investment operations     .08        3.17        5.59        1.62            (.55
Less Dividends and Distributions:                                            
Dividends from net investment income     (.20     (.23     (.29     (.18         -   
Distributions from net realized gains     (1.16     (1.88     -        -            -   
Total dividends and distributions     (1.36     (2.11     (.29     (.18         -   
Net asset value, end of period     $20.47        $21.75        $20.69        $15.39            $13.95   
Total Return(a):     .55%        16.87%        36.91%        11.80%            (3.79)%   
Ratios/Supplemental Data:                                  
Net assets, end of period (000)     $74,707        $31,261        $20,759        $5,699            $12,665   
Average net assets (000)     $43,995        $23,206        $7,480        $8,116            $13,389   
Ratios to average net assets(c):                                            
Expenses after waivers and/or expense reimbursement     .80%        .91%        .96%        1.14%            1.13% (e) 
Expenses before waivers and/or expense reimbursement     .89%        .97%        1.10%        1.14%            1.13% (e) 
Net investment income     1.50%        1.14%        1.67%        1.67%            .99% (e) 
Portfolio turnover rate     101%        87%        83%        25%            37% (f) 

 

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns may reflect adjustments to conform with generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(b) Calculated based on average shares outstanding during the period.

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

(d) Commencement of operations.

(e) Annualized.

(f) Not annualized.

 

See Notes to Financial Statements.

 

44  


Class R Shares            
     December 22,
2014
(f)
through
October 31,
2015
      
Per Share Operating Performance(b):            
Net Asset Value, Beginning of Period     $20.98       
Income (loss) from investment operations:            
Net investment income     .12       
Net realized and unrealized gain on investments     (.70    
Total from investment operations     (.58    

Net asset value, end of period

    $20.40       
Total Return(a):     (2.76 )%     
Ratios/Supplemental Data:           
Net assets, end of period (000)     $354       
Average net assets (000)     $261       
Ratios to average net assets(c):            
Expenses after waivers and/or expense reimbursement     1.51% (d)     
Expenses before waivers and/or expense reimbursement     1.81% (d)     
Net investment income     .67% (d)     
Portfolio turnover rate     101% (e)     

 

(a) Total return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns for periods less than one full year are not annualized. Total investment return may reflect adjustments to conform with generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(b) Calculated based on average shares outstanding during the period.

(c) Does not include expenses of the underlying portfolios in which the Fund invests.

(d) Annualized.

(e) Not annualized.

(f) Commencement of operations.

 

See Notes to Financial Statements.

 

Prudential QMA Mid-Cap Value Fund     45   


 

Financial Highlights

 

continued

 

Class X Shares              
     Period
Ended
April 11,
        Year Ended October 31,  
     2014(h)          2013     2012     2011     2010     2009  
Per Share Operating Performance(b):                                                    
Net Asset Value, Beginning of Period     $18.81            $14.01        $12.70        $12.05        $9.79        $8.37   
Income (loss) from investment operations:                                                    
Net investment income     .09            .23        .15        .09        .08        .10   
Net realized and unrealized gain on investments     .95            4.78        1.27        .62        2.26        1.52   
Total from investment operations     1.04            5.01        1.42        .71        2.34        1.62   
Less Dividends and Distributions:                                                    
Dividends from net investment income     (.15         (.21     (.11     (.06     (.09     (.21
Distributions from net realized gains     (1.88         -        -        -        -        -   
Total dividends and distributions     (2.03         (.21     (.11     (.06     (.09     (.21
Capital Contributions(c)(e)     -            -        -     -     .01        .01   
Net asset value, end of period     $17.82            $18.81        $14.01        $12.70        $12.05        $9.79   
Total Return(a):     6.02%            36.26%        11.28%        5.93%        24.15%        20.15%   
Ratios/Supplemental Data:                                        
Net assets, end of period (000)     $-            $291        $962        $1,933        $4,062        $5,338   
Average net assets (000)     $0.1            $602        $1,386        $2,954        $4,706        $5,448   
Ratios to average net assets(d):                                                    
Expenses after waivers and/or expense reimbursement     1.25% (f)          1.48%        1.67%        1.63%        1.61%        1.72%   
Expenses before waivers and/or expense reimbursement     1.40% (f)          1.54%        1.67%        1.63%        1.61%        1.72%   
Net investment income     1.08% (f)          1.48%        1.13%        .65%        .69%        1.24%   
Portfolio turnover rate     46% (g)          83%        25%        37%        26%        38%   

 

(a) Total return does not consider the effects of sales load. Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions. Total returns may reflect adjustments to conform with generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(b) Calculated based on average shares outstanding during the period.

(c) Certain information has been adjusted to reflect a manager payment for sales charges incurred by shareholders in excess of regulatory limits. Total Return has not been adjusted to reflect the manager payment for sales charges in excess of regulatory limits.

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

(e) The Fund received payments related to a former affiliates and to an unaffiliated-third party’s settlement of regulatory proceedings involving allegations of improper trading in Fund shares during the fiscal year ended October 31, 2010. The fund was not involved in the proceedings or in the calculation of the amount of the settlement.

(f) Annualized.

(g) Not annualized.

(h) End of operations.

* Less than $0.005.

 

See Notes to Financial Statements.

 

46  


 

Class Z Shares              
    

Year Ended October 31,

 
     2015     2014     2013     2012     2011  
Per Share Operating Performance(b):                                        
Net Asset Value, Beginning of Year     $21.76        $20.68        $15.38        $13.94        $13.21   
Income (loss) from investment operations:                                        
Net investment income     .28        .21        .25        .20        .15   
Net realized and unrealized gain on investments     (.22     2.95        5.30        1.38        .67   
Total from investment operations     .06        3.16        5.55        1.58        .82   
Less Dividends and Distributions:                                        
Dividends from net investment income     (.17     (.20     (.25     (.14     (.09
Distributions from net realized gains     (1.16     (1.88     -        -        -   
Total dividends and distributions     (1.33     (2.08     (.25     (.14     (.09
Net asset value, end of year     $20.49        $21.76        $20.68        $15.38        $13.94   
Total Return(a):     .45%        16.80%        36.60%        11.51%        6.26%   
Ratios/Supplemental Data:                              
Net assets, end of year (000)     $318,977        $173,716        $27,007        $6,093        $5,095   
Average net assets (000)     $262,069        $82,847        $12,271        $5,660        $7,832   
Ratios to average net assets(c):                                        
Expenses after waivers and/or expense reimbursement     .96%        .97%        1.10%        1.42%        1.38%   
Expenses before waivers and/or expense reimbursement     1.05%        1.11%        1.26%        1.42%        1.38%   
Net investment income     1.31%        1.02%        1.36%        1.39%        1.07%   
Portfolio turnover rate     101%        87%        83%        25%        37%   

 

(a) 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. Total returns may reflect adjustments to conform with generally accepted accounting principles.

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

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

 

See Notes to Financial Statements.

 

Prudential QMA Mid-Cap Value Fund     47   


Report of Independent Registered Public

Accounting Firm

 

The Board of Directors and Shareholders

Prudential Investment Portfolios, Inc. 10:

 

We have audited the accompanying statement of assets and liabilities of Prudential Mid Cap Value Fund, a series of Prudential Investment Portfolios, Inc. 10 (hereafter referred to as the “Fund”), including the portfolio of investments, as of October 31, 2015, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of October 31, 2015, by correspondence with the custodian, transfer agent and brokers or by other appropriate auditing procedures when replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the Fund as of October 31, 2015, and the results of its operations for the year then ended, the changes in its net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years in the five-year period then ended, in conformity with U.S. generally accepted accounting principles.

 

LOGO

 

New York, New York

December 16, 2015

 

48  


Tax Information

 

We are advising you that during the fiscal year ended October 31, 2015, the Fund reports the maximum amount allowed per share but not less than $.63 for Class A, B, C, Q and Z shares as a capital gain distribution in accordance with Section 852(b)(3)(C) of the Internal Revenue Code.

 

For the year ended October 31, 2015, the Fund reports the maximum amount allowable under Section 854 of the Internal Revenue Code, but not less than, the following percentages of the ordinary income dividends paid as 1) qualified dividend income (QDI); and 2) eligible for corporate dividends received deduction (DRD):

 

    QDI     DRD  

Prudential QMA Mid-Cap Value Fund

    32.88     32.78

 

In January 2016, you will be advised on IRS Form 1099-DIV or substitute 1099-DIV, as to the federal tax status of dividends and distributions received by you in calendar year 2015.

 

Prudential QMA Mid-Cap Value Fund     49   


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(1)

Name, Address, Age

Position(s)

Portfolios Overseen

   Principal Occupation(s) During Past Five Years    Other Directorships Held During Past Five Years

Ellen S. Alberding (57)

Board Member

Portfolios Overseen: 67

   President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (since 2011); Trustee, Skills for America’s Future (national initiative to connect employers to community colleges) (since 2011); Trustee, National Park Foundation (charitable foundation for national park system) (since 2009); Trustee, Economic Club of Chicago (since 2009).    None.

Kevin J. Bannon (63)

Board Member

Portfolios Overseen: 67

   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).

Linda W. Bynoe (63)

Board Member

Portfolios Overseen: 67

   President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Ltd. (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer).    Director of Simon Property Group, Inc. (retail real estate) (May 2003-May 2012); Director of Anixter International, Inc. (communication products distributor) (since January 2006); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009).

 

Prudential QMA Mid-Cap Value Fund


Independent Board Members(1)

Name, Address, Age

Position(s)

Portfolios Overseen

   Principal Occupation(s) During Past Five Years    Other Directorships Held During Past Five Years

Keith F. Hartstein (59)

Board Member

Portfolios Overseen: 67

   Retired; Member (since November 2014) of the Governing Council of the Independent Directors Council (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.

Michael S. Hyland, CFA (70)

Board Member

Portfolios Overseen: 67

   Retired (since February 2005); formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999).    None.

Richard A. Redeker (72)

Board Member & Independent Chair

Portfolios Overseen: 67

   Retired Mutual Fund Senior Executive (47 years); Management Consultant; Director, Mutual Fund Directors Forum (since 2014); Independent Directors Council (organization of independent mutual fund directors)-Executive Committee, Chair of Policy Steering Committee, Governing Council.    None.

Stephen G. Stoneburn (72)

Board Member

Portfolios Overseen: 67

   Chairman (since July 2011), President and Chief Executive Officer (since June 1996) of Quadrant Media Corp. (publishing company); formerly President (June 1995-June 1996) of Argus Integrated Media, Inc.; Senior Vice President and Managing Director (January 1993-1995) of Cowles Business Media; Senior Vice President of Fairchild Publications, Inc. (1975-1989).    None.

 

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Interested Board Members(1)

Name, Address, Age

Position(s)

Portfolios Overseen

   Principal Occupation(s) During Past Five Years    Other Directorships Held During Past Five Years

Stuart S. Parker (53)

Board Member & President

Portfolios Overseen: 67

   President of Prudential Investments LLC (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (since December 2012); Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of Prudential Investments LLC (June 2005-December 2011).    None.

Scott E. Benjamin (43)

Board Member & Vice

President

Portfolios Overseen: 67

   Executive Vice President (since June 2009) of Prudential Investments LLC; Executive Vice President (June 2009-June 2012) and 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, Prudential Investments (since February 2006); Vice President of Product Development and Product Management, Prudential Investments (2003-2006).    None.

Grace C. Torres* (56)

Board Member

Portfolios Overseen: 65

   Retired; formerly Treasurer and Principal Financial and Accounting Officer of the Prudential Investments 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 Prudential 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 July 2015) of Sun Bancorp, Inc. N.A.

 

*

Note: Prior to her retirement in 2014, Ms. Torres was employed by Prudential Investments LLC. Due to her prior employment, she is considered to be an “interested person” under the 1940 Act. Ms. Torres is a non-management Interested Board Member.

(1) 

The year in which each individual joined the Fund’s Board is as follows:

Ellen S. Alberding, 2013; Linda W. Bynoe, 2005; Richard A. Redeker, 2003; Stephen G. Stoneburn, 2003; Kevin J. Bannon, 2008; Keith F. Hartstein, 2013; Michael S. Hyland, 2008; Stephen P. Munn, 2008; James E. Quinn, 2013; Stuart S. Parker, Board Member and President since 2012; Scott E. Benjamin, Board Member since 2010 and Vice President since 2009; Grace C. Torres, 2014.

 

Prudential QMA Mid-Cap Value Fund


Fund Officers(a)

Name, Address and Age

Position with Fund

   Principal Occupation(s) During Past Five Years   

Length of

Service as Fund

Officer

Raymond A. O’Hara (60)

Chief Legal Officer

   Vice President and Corporate Counsel (since July 2010) of Prudential Insurance Company of America (Prudential); Vice President (March 2011-Present) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Vice President and Corporate Counsel (March 2011-Present) of Prudential Annuities Life Assurance Corporation; Chief Legal Officer of Prudential Investments LLC (since June 2012); Chief Legal Officer of Prudential Mutual Fund Services LLC (since June 2012) and Corporate Counsel of AST Investment Services, Inc. (since June 2012); formerly Assistant Vice President and Corporate Counsel (September 2008-July 2010) of The Hartford Financial Services Group, Inc.; formerly Associate (September 1980-December 1987) and Partner (January 1988–August 2008) of Blazzard & Hasenauer, P.C. (formerly, Blazzard, Grodd & Hasenauer, P.C.).    Since 2012

Chad A. Earnst (40)

Chief Compliance Officer

   Chief Compliance Officer (September 2014-Present) of Prudential Investments LLC; Chief Compliance Officer (September 2014-Present) of the Prudential Investments Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., Prudential Global Short Duration High Yield Income Fund, Inc., Prudential Short Duration High Yield Fund, Inc. and Prudential Jennison MLP Income Fund, Inc.; formerly Assistant Director (March 2010-August 2014) of the Asset Management Unit, Division of Enforcement, US Securities & Exchange Commission; Assistant Regional Director (January 2010-August 2014), Branch Chief (June 2006–December 2009) and Senior Counsel (April 2003-May 2006) of the Miami Regional Office, Division of Enforcement, US Securities & Exchange Commission.    Since 2014

Deborah A. Docs (57)

Secretary

   Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of Prudential Investments LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.    Since 2004

Jonathan D. Shain (57)

Assistant Secretary

   Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of Prudential Investments LLC; Vice President and Assistant Secretary (since February 2001) of Prudential Mutual Fund Services LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.    Since 2005

 

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Fund Officers(a)

Name, Address and Age

Position with Fund

   Principal Occupation(s) During Past Five Years   

Length of

Service as Fund

Officer

Claudia DiGiacomo (41)

Assistant Secretary

   Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of Prudential Investments LLC (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004).    Since 2005

Andrew R. French (53)

Assistant Secretary

   Vice President and Corporate Counsel (since February 2010) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of Prudential Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC.    Since 2006

Amanda S. Ryan (37)

Assistant Secretary

   Director and Corporate Counsel (since March 2012) of Prudential; Director and Assistant Secretary (since June 2012) of Prudential Investments LLC; Associate at Ropes & Gray LLP (2008-2012).    Since 2012

Theresa C. Thompson (53)

Deputy Chief Compliance

Officer

   Vice President, Compliance, Prudential Investments LLC (since April 2004); and Director, Compliance, Prudential Investments LLC (2001-2004).    Since 2008

Richard W. Kinville (47)

Anti-Money Laundering

Compliance Officer

   Vice President, Corporate Compliance, Anti-Money Laundering Unit (since January 2005) of Prudential; committee member of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (since January 2007); formerly Investigator and Supervisor in the Special Investigations Unit for the New York Central Mutual Fire Insurance Company (August 1994-January 1999); Investigator in AXA Financial’s Internal Audit Department and Manager in AXA’s Anti-Money Laundering Office (January 1999-January 2005); first chair of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (June 2007-December 2009).    Since 2011

M. Sadiq Peshimam (51)

Treasurer and Principal

Financial and Accounting

Officer

   Vice President (since 2005) of Prudential Investments LLC; formerly Assistant Treasurer of funds in the Prudential Mutual Fund Complex (2006-2014).    Since 2006

Peter Parrella (57)

Assistant Treasurer

   Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004).    Since 2007

Lana Lomuti (48)

Assistant Treasurer

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

Linda McMullin (54)

Assistant Treasurer

   Vice President (since 2011) and Director (2008-2011) within Prudential Mutual Fund Administration.    Since 2014

Kelly A. Coyne (47)

Assistant Treasurer

   Director, Investment Operations of Prudential Mutual Fund Services LLC (since 2010).    Since 2015

 

Prudential QMA Mid-Cap Value Fund


(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 Prudential Investments LLC and/or an affiliate of Prudential Investments LLC.

 

 

Unless otherwise noted, the address of all Board Members and Officers is c/o Prudential 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 only 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 Prudential Investments LLC. The investment companies for which Prudential Investments LLC serves as manager include the Prudential Investments Mutual Funds, The Prudential Variable Contract Accounts, Target Mutual Funds, Prudential Short Duration High Yield Fund, Inc., Prudential Global Short Duration High Yield Fund, Inc., The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc. and the Advanced Series Trust.

 

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Approval of Advisory Agreements

 

The Fund’s Board of Directors

 

The Board of Directors (the “Board”) of Prudential QMA Mid-Cap Value Fund (the “Fund”)1 consists of ten individuals, seven of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the “1940 Act”) (the “Independent Directors”). The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of investment companies by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Director. The Board has established three standing committees: the Audit Committee, the Nominating and Governance Committee, and the Investment Committee. Each committee is chaired by, and composed of, Independent Directors.

 

Annual Approval of the Fund’s Advisory Agreements

 

As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with Prudential Investments LLC (“PI”) and the Fund’s subadvisory agreement with Quantitative Management Associates LLC (“QMA”). In considering the renewal of the agreements, the Board, including all of the Independent Directors, met on June 9-11, 2015 and approved the renewal of the agreements through July 31, 2016, 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 PI and QMA. 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 PI and the subadviser, the performance of the Fund, the profitability of PI and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders 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 PI throughout the year at regular Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the meetings on June 9-11, 2015.

 

 

1 

Prudential QMA Mid-Cap Value Fund is a series of Prudential Investment Portfolios, Inc. 10.

 

Prudential QMA Mid-Cap Value Fund


Approval of Advisory Agreements (continued)

 

 

The Directors determined that the overall arrangements between the Fund and PI, which serves as the Fund’s investment manager pursuant to a management agreement, and between PI and QMA, which serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PI, 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 PI and QMA. The Board considered the services provided by PI, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of fund recordkeeping, compliance, and other services to the Fund. With respect to PI’s oversight of the subadviser, the Board noted that PI’s Strategic Investment Research Group (“SIRG”), which is a business unit of PI, is responsible for monitoring and reporting to PI’s senior management on the performance and operations of the subadviser. The Board also considered that PI 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 QMA, as well as adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures. The Board considered PI’s evaluation of the subadviser, as well as PI’s recommendation, based on its review of the subadviser, to renew the subadvisory agreement.

 

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

 

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PI and the subadvisory services

 

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provided to the Fund by QMA, and that there was a reasonable basis on which to conclude that the Fund benefits from the services provided by PI and QMA under the management and subadvisory agreements.

 

Costs of Services and Profits Realized by PI

 

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

 

Economies of Scale

 

PI and the Board previously retained an outside business consulting firm to review management fee breakpoint usage and trends in management fees across the mutual fund industry. The consulting firm presented its analysis and conclusions as to the Funds’ management fee structures to the Board and PI. The Board and PI have discussed these conclusions extensively since that presentation.

 

The Board received and discussed information concerning economies of scale that PI 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, but that at its current level of assets the Fund does not realize the effect of those rate reductions. The Board took note that the Fund’s fee structure currently results in benefits to Fund shareholders whether or not PI realizes any economies of scale. 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 PI’s 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.

 

Prudential QMA Mid-Cap Value Fund


Approval of Advisory Agreements (continued)

 

 

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

 

Other Benefits to PI and QMA

 

The Board considered potential ancillary benefits that might be received by PI and QMA and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PI included fees received by affiliates of PI for serving as the Fund’s securities lending agent, transfer agency fees received by the Fund’s transfer agent (which is affiliated with PI), and benefits to its reputation as well as other intangible benefits resulting from PI’s association with the Fund. The Board concluded that the potential benefits to be derived by QMA included its ability to use soft dollar credits, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to its reputation. The Board concluded that the benefits derived by PI and QMA 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 specific factors and made related conclusions relating to the historical performance of the Fund for the one-, three-, five- and ten-year periods ended December 31, 2014.

 

The Board also considered the Fund’s actual management fee, as well as the Fund’s net total expense ratio, for the fiscal year ended October 31, 2014. The Board considered the management fee for the Fund as compared to the management fee charged by PI 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 (the Lipper Mid-Cap Value Funds Performance Universe) and the Peer Group were objectively determined by Lipper Inc. (“Lipper”), an independent provider of mutual fund data. The comparisons placed the Fund in various quartiles, 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).

 

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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 gross performance comparisons (which do not 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.

 

Performance    1 Year    3 Years    5 Years    10 Years
  

1st Quartile

   1st Quartile    1st Quartile    1st Quartile
Actual Management Fees: 2nd Quartile
Net Total Expenses: 2nd Quartile

 

   

The Board noted that the Fund outperformed its benchmark index over all periods

   

The Board and PI agreed to continue the existing expense cap of 0.80% (exclusive of 12b-1 fees and certain other fees) through February 29, 2016.

   

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.

 

Prudential QMA Mid-Cap Value Fund


n    MAIL   n    TELEPHONE   n    WEBSITE

655 Broad Street

Newark, NJ 07102

  (800) 225-1852   www.prudentialfunds.com

 

PROXY VOTING
The Board of Directors of the Fund has delegated to the Fund’s investment 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 www.sec.gov. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the Fund’s website and on the Securities and Exchange Commission’s website.

 

DIRECTORS
Ellen S. Alberding Kevin J. Bannon Scott E. Benjamin Linda W. Bynoe Keith F. Hartstein Michael S. Hyland Stuart S. Parker Richard A. Redeker Stephen G. Stoneburn Grace C. Torres

 

OFFICERS
Stuart S. Parker, President Scott E. Benjamin, Vice President M. Sadiq Peshimam, Treasurer and Principal Financial and Accounting Officer Raymond A. O’Hara, Chief Legal Officer Deborah A. Docs, Secretary Chad A. Earnst, Chief Compliance Officer Theresa C. Thompson, Deputy Chief Compliance Officer Richard W. Kinville, Anti-Money Laundering Compliance Officer  Jonathan D. Shain, Assistant Secretary Claudia DiGiacomo, Assistant Secretary Amanda S. Ryan, Assistant Secretary Andrew R. French, Assistant Secretary Peter Parrella, Assistant Treasurer Lana Lomuti, Assistant Treasurer Linda McMullin, Assistant Treasurer Kelly A. Coyne, Assistant Treasurer

 

MANAGER   Prudential Investments LLC    655 Broad Street

Newark, NJ 07102

 

INVESTMENT SUBADVISER   Quantitative Management
Associates LLC
   Gateway Center Two
100 Mulberry Street

Newark, NJ 07102

 

DISTRIBUTOR   Prudential Investment
Management Services LLC
   655 Broad Street

Newark, NJ 07102

 

CUSTODIAN   The Bank of New York Mellon    One Wall Street

New York, NY 10286

 

TRANSFER AGENT   Prudential Mutual Fund
Services LLC
   PO Box 9658

Providence, RI 02940

 

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM   KPMG LLP    345 Park Avenue

New York, NY 10154

 

FUND COUNSEL   Willkie Farr & Gallagher LLP    787 Seventh Avenue

New York, NY 10019


An investor should consider the investment objectives, risks, charges, and expenses of the Fund carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain a prospectus and summary prospectus by visiting our website at www.prudentialfunds.com 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 www.prudentialfunds.com/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, Prudential QMA Mid-Cap Value Fund, Prudential Investments, Attn: Board of Directors, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Director by writing to the same address. Communications 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 on Form N-Q. The Fund’s Forms N-Q are available on the Commission’s website at www.sec.gov. The Fund’s Forms N-Q may also be reviewed and copied at the Commission’s Public Reference Room in Washington, D.C. Information on the operation and location of the Public Reference Room may be obtained by calling 1-800-SEC-0330. The Fund’s schedule of portfolio holdings is also available on the Fund’s website as of the end of each month.

 

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


LOGO

 

 

PRUDENTIAL QMA MID-CAP VALUE FUND

 

SHARE CLASS   A   B   C   Q   R   Z
NASDAQ   SPRAX   SVUBX   NCBVX   PMVQX   SDVRX   SPVZX
CUSIP   74441L105   74441L204   74441L303   74441L824   74441L782   74441L709

 

MF202E    0286260-00001-00


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 Mr. Kevin J. Bannon, member of the Board’s Audit Committee is an “audit committee financial expert,” and that he is “independent,” for purposes of this Item.

Item 4 – Principal Accountant Fees and Services –

(a) Audit Fees

For the fiscal years ended October 31, 2015 and October 31, 2014, KPMG LLP (“KPMG”), the Registrant’s principal accountant, billed the Registrant $47,940 and $47,940, respectively, for professional services rendered for the audit of the Registrant’s annual financial statements or services that are normally provided in connection with statutory and regulatory filings.

(b) Audit-Related Fees

For the fiscal years ended October 31, 2015 and October 31, 2014: none.

(c) Tax Fees

For the fiscal years ended October 31, 2015 and October 31, 2014: none.

(d) All Other Fees

For the fiscal years ended October 31, 2015 and October 31, 2014: none.

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


THE PRUDENTIAL MUTUAL FUNDS

AUDIT COMMITTEE POLICY

on

Pre-Approval of Services Provided by the Independent Accountants

The Audit Committee of each Prudential 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 any 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 services will not adversely affect the independence of the independent accountants. Proposed 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:

 

  Ø

Annual Fund financial statement audits

  Ø

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

  Ø

SEC and regulatory filings and consents


Audit-related Services

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

 

  Ø

Accounting consultations

  Ø

Fund merger support services

  Ø

Agreed Upon Procedure Reports

  Ø

Attestation Reports

  Ø

Other Internal Control Reports

Individual audit-related services that fall within one of these categories and 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.

Tax Services

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

 

  Ø

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

  Ø

Timely RIC qualification reviews

  Ø

Tax distribution analysis and planning

  Ø

Tax authority examination services

  Ø

Tax appeals support services

  Ø

Accounting methods studies

  Ø

Fund merger support services

  Ø

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 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.

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:

 

  Ø

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

  Ø

Financial information systems design and implementation

  Ø

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

  Ø

Actuarial services

  Ø

Internal audit outsourcing services

  Ø

Management functions or human resources

  Ø

Broker or dealer, investment adviser, or investment banking services

  Ø

Legal services and expert services unrelated to the audit

  Ø

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 Prudential Fund Complex

Certain non-audit services provided to Prudential Investments LLC or any of its affiliates that also provide ongoing services to the Prudential 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 Prudential 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 Prudential Investments and its affiliates.

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

For the fiscal years ended October 31, 2015 and October 31, 2014: none.

(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

Not applicable to Registrant for the fiscal years 2015 and 2014. The aggregate non-audit fees billed by KPMG 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 2015 and 2014 was $0 and $0, respectively.

(h) Principal Accountant’s Independence

Not applicable as KPMG 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.
Item 6     Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7     Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not applicable.
Item 8     Portfolio Managers of Closed-End Management Investment Companies – Not applicable.
Item 9     Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not applicable.
Item 10     Submission of Matters to a Vote of Security Holders – Not applicable.
Item 11     Controls and Procedures

 

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

 

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


Item 12   – Exhibits
  (a)   (1)     Code of Ethics – 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.


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 Investment Portfolios, Inc. 10

  

By:

 

/s/ Deborah A. Docs

  
 

Deborah A. Docs

  
 

Secretary

  

Date:

 

December 18, 2015

  

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

By:

 

/s/ Stuart S. Parker

  
 

Stuart S. Parker

  
 

President and Principal Executive Officer

  

Date:

 

December 18, 2015

  

By:

 

/s/ M. Sadiq Peshimam

  
 

M. Sadiq Peshimam

  
 

Treasurer and Principal Financial and Accounting Officer

  

Date:

 

December 18, 2015

  

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘N-CSR’ Filing    Date    Other Filings
2/28/17
10/6/16
7/31/16
2/29/16
12/31/15
12/30/15485BPOS
Filed as of / Effective on:12/24/15
Filed on:12/23/15485BPOS,  497J,  497K,  NSAR-B
12/18/15497
12/17/15
12/16/15
12/15/15
12/11/15
12/10/15497,  497K
12/9/15
For Period End:10/31/15NSAR-B
10/8/15
5/1/15
12/31/14
12/22/14485BPOS,  497K,  N-CSR
10/31/1424F-2NT,  N-CSR,  NSAR-B
4/11/14497
10/31/1124F-2NT,  N-CSR,  NSAR-B,  NSAR-B/A
1/18/11497J
10/31/1024F-2NT,  N-CSR,  NSAR-B
10/31/0524F-2NT,  N-CSR,  N-CSR/A,  NSAR-B
3/5/97
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