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PGIM JENNISON ETFS

PGIM Jennison Focused Growth ETF (PJFG)

PGIM Jennison Focused Value ETF (PJFV)

 

  

SEMIANNUAL REPORT

FEBRUARY 28, 2023

 

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


Table of Contents

 

Letter from the President

     3  

PGIM Jennison Focused Growth ETF

     4  

PGIM Jennison Focused Value ETF

     6  

Fees and Expenses

     8  

Holdings and Financial Statements

     11       

Approval of Advisory Agreements

        

 

 

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

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

The accompanying financial statements as of February 28, 2023 were not audited and, accordingly, no auditor’s opinion is expressed on them.

Exchange-traded funds are distributed by Prudential Investment Management Services LLC, member SIPC. Jennison Associates LLC is a registered investment adviser. Both are Prudential Financial companies. © 2023 Prudential Financial, Inc. and its related entities. Jennison Associates, Jennison, PGIM, and the PGIM logo are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

 

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Letter from the President

 

LOGO     

Dear Shareholder:

 

 

We hope you find the semiannual report for the PGIM Jennison ETFs informative and useful. The report covers performance for the six-month period ended February 28, 2023.

 

 

Regarding your investments with PGIM, we believe it is important to maintain a diversified portfolio of funds consistent with your tolerance for risk, time horizon, and financial goals.

Your financial advisor can help you create a diversified investment plan that may include funds covering all the basic asset classes and that reflects your personal investor profile and risk tolerance. However, diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.

At PGIM Investments, we provide access to active investment strategies across the global markets in the pursuit of consistent outperformance for investors. PGIM is the world’s 11th-largest investment manager with more than $1.5 trillion in assets under management. Our scale and investment expertise allow us to deliver a diversified suite of actively managed solutions across a broad spectrum of asset classes and investment styles.

Thank you for choosing our family of funds.

Sincerely,

 

LOGO

Stuart S. Parker, President

PGIM Jennison ETFs

April 14, 2023

 

PGIM Jennison ETFs    3


PGIM Jennison Focused Growth ETF

Your Fund’s Performance

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 sold, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at pgim.com/investments or by calling (800) 225-1852.

 

    

Total Returns as of 2/28/23  

Since Inception* (%)

Net Asset Value (NAV)

   3.66 (12/12/2022)

Market Price**

  

3.74 (12/12/2022)

Russell 1000® Growth Index

  
     -1.15                      

*Not annualized

**The market price is determined using the midpoint between the highest bid and the lowest offer on the listing exchange, as of the time that the Fund’s NAV is calculated. The first day of secondary market trading is typically several days after the date on which the Fund commenced investment operations; therefore, the NAV of the Fund is used as a proxy for the period from inception of investment operations to the first day of secondary market trading to calculate the market price returns.

Since Inception returns are provided since the Fund has less than 10 fiscal years of returns. Since Inception returns for the Index are measured from the closest month-end to the fund’s inception date.

The returns in the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption or sale of Fund shares.

Market returns do not include brokerage commissions that may be payable on secondary market transactions. If brokerage commissions were included, market returns would be lower. Market and NAV returns assume that dividends and capital gain distributions, if any, have been reinvested in the Fund at market price and NAV, respectively.

Benchmark Definition

Russell 1000 Growth Index—The Russell 1000 Growth Index is an unmanaged index which contains those securities in the Russell 1000 Index with an above-average growth orientation. Companies in this Index tend to exhibit higher price-to-book ratios and price-to-earnings ratios, lower dividend yields, and higher forecasted growth rates.

Investors cannot invest directly in an index. The returns for the Index would be lower if they included the effects of operating expenses or taxes that may be paid by an investor.

 

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Presentation of Fund Holdings as of 2/28/23

 

  Ten Largest Holdings    Line of Business    % of Net Assets    

Microsoft Corp.

   Software    8.3%

NVIDIA Corp.

  

Semiconductors & Semiconductor Equipment

   7.6%

Apple, Inc.

   Technology Hardware, Storage & Peripherals    6.9%

Amazon.com, Inc.

  

Internet & Direct Marketing Retail

   6.2%

Mastercard, Inc. (Class A Stock)

   IT Services    5.6%

LVMH Moet Hennessy Louis Vuitton SE (France), ADR

  

Textiles, Apparel & Luxury Goods

   5.5%

Tesla, Inc.

   Automobiles    4.9%

MercadoLibre, Inc. (Brazil)

  

Internet & Direct Marketing Retail

   4.5%

Costco Wholesale Corp.

   Food & Staples Retailing    4.3%

Alphabet, Inc. (Class A Stock)

  

Interactive Media & Services

   4.0%

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

 

PGIM Jennison ETFs    5


PGIM Jennison Focused Value ETF

Your Fund’s Performance

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 sold, may be worth more or less than their original cost. Current performance may be lower or higher than the past performance data quoted. An investor may obtain performance data as of the most recent month-end by visiting our website at pgim.com/investments or by calling (800) 225-1852.

 

     Total Returns as of 2/28/23  
Since Inception* (%)

Net Asset Value (NAV)

           -2.35 (12/12/2022)

Market Price**

           -2.34 (12/12/2022)

Russell 1000 Value Index

       
             -2.62

*Not annualized

**The market price is determined using the midpoint between the highest bid and the lowest offer on the listing exchange, as of the time that the Fund’s NAV is calculated. The first day of secondary market trading is typically several days after the date on which the Fund commenced investment operations; therefore, the NAV of the Fund is used as a proxy for the period from inception of investment operations to the first day of secondary market trading to calculate the market price returns.

Since Inception returns are provided since the Fund has less than 10 fiscal years of returns. Since Inception returns for the Index are measured from the closest month-end to the fund’s inception date.

The returns in the table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or following the redemption or sale of Fund shares.

Market returns do not include brokerage commissions that may be payable on secondary market transactions. If brokerage commissions were included, market returns would be lower. Market and NAV returns assume that dividends and capital gain distributions, if any, have been reinvested in the Fund at market price and NAV, respectively.

Benchmark Definition

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

Investors cannot invest directly in an index. The returns for the Index would be lower if they included the effects of operating expenses or taxes that may be paid by an investor.

 

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Presentation of Fund Holdings as of 2/28/23

 

  Ten Largest Holdings    Line of Business    % of Net Assets  

ConocoPhillips

   Oil, Gas & Consumable Fuels    8.2%

Chubb Ltd.

  

Insurance

   4.5%

Walmart, Inc.

   Food & Staples Retailing    4.4%

AstraZeneca plc (United Kingdom), ADR

  

Pharmaceuticals

   4.3%

Microsoft Corp.

   Software    4.0%

Eli Lilly & Co.

  

Pharmaceuticals

   3.9%

Airbus SE (France), ADR

   Aerospace & Defense    3.8%

Linde plc (United Kingdom)

  

Chemicals

   3.8%

JPMorgan Chase & Co.

   Banks    3.5%

MetLife, Inc.

  

Insurance

   3.5%

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

 

PGIM Jennison ETFs    7


Fees and Expenses

As a shareholder of the Fund, you incur ongoing costs, including investment management fees. 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 funds.

The example is based on an investment of $1,000 held through the six-month period ended February 28, 2023. The example is for illustrative purposes only.

Actual Expenses

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

Please note that the expenses shown in the tables are meant to highlight your ongoing costs only and do not reflect any transactional costs, brokerage commissions paid on purchases and sales of Fund shares. Therefore, the ending account values and expenses paid for the period are useful in comparing ongoing costs only and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

 

       

      PGIM Jennison

  Focused Growth ETF

  

Beginning

Account Value

    September 1, 2022    

  

Ending

Account Value

    February 28, 2023    

  

    Annualized Expense    

Ratio Based on the

Six-Month Period

  

Expenses Paid

During the

  Six-Month Period*  

   

                Actual**

   $1,000.00    $1,036.60    0.75%    $1.63
   

                Hypothetical

   $1,000.00    $1,021.08    0.75%    $3.76

 

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      PGIM Jennison

  Focused Value ETF

  

Beginning

Account Value

    September 1, 2022    

  

Ending

Account Value

    February 28, 2023    

  

    Annualized Expense    

Ratio Based on the

Six-Month Period

  

Expenses Paid

During the

  Six-Month Period*  

   

                Actual**

   $1,000.00    $   976.50    0.75%    $1.58
   

                Hypothetical

   $1,000.00    $1,021.08    0.75%    $3.76

*Fund expenses (net of fee waivers or subsidies, if any) are equal to the annualized expense ratio (provided in the table), multiplied by the average account value over the period, multiplied by the 181 days in the six-month period ended February 28, 2023, and divided by the 365 days in the Fund’s fiscal year ending August 31, 2023 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which each Fund may invest.

**“Actual” expenses are calculated using 78-day period ended February 28, 2023 due to the Fund’s inception date of December 12, 2022.

 

PGIM Jennison ETFs     9


Glossary

The following abbreviations are used in the Funds’ descriptions:

ADR—American Depositary Receipt

 

    11


PGIM Jennison Focused Growth ETF

Schedule of Investments  (unaudited)

as of February 28, 2023

 

  Description            Shares                        Value            

LONG-TERM INVESTMENTS     98.5%

     

COMMON STOCKS

     

Auto Components     0.9%

                 

Mobileye Global, Inc. (Israel) (Class A Stock)*

     9,872      $ 390,043  

Automobiles     4.9%

                 

Tesla, Inc.*

     10,577        2,175,795  

Biotechnology     1.6%

                 

Vertex Pharmaceuticals, Inc.*

     2,405        698,147  

Entertainment     2.4%

                 

Netflix, Inc.*

     3,261        1,050,466  

Food & Staples Retailing     4.3%

                 

Costco Wholesale Corp.

     3,879        1,878,134  

Health Care Equipment & Supplies     1.1%

                 

Dexcom, Inc.*

     4,246        471,348  

Health Care Providers & Services     3.3%

                 

UnitedHealth Group, Inc.

     3,023        1,438,767  

Hotels, Restaurants & Leisure     1.4%

                 

Airbnb, Inc. (Class A Stock)*

     4,975        613,318  

Interactive Media & Services     4.0%

                 

Alphabet, Inc. (Class A Stock)*

     19,402        1,747,344  

Internet & Direct Marketing Retail     10.7%

                 

Amazon.com, Inc.*

     28,868        2,720,232  

MercadoLibre, Inc. (Brazil)*

     1,645        2,006,900  
     

 

 

 
        4,727,132  

IT Services     7.8%

                 

Adyen NV (Netherlands), ADR*

     35,110        497,860  

Mastercard, Inc. (Class A Stock)

     6,964        2,474,239  

Snowflake, Inc. (Class A Stock)*

     3,102        478,887  
     

 

 

 
        3,450,986  

 

See Notes to Financial Statements.

12


PGIM Jennison Focused Growth ETF

Schedule of Investments  (unaudited) (continued)

as of February 28, 2023

 

  Description            Shares                        Value            

COMMON STOCKS (Continued)

     

Life Sciences Tools & Services     2.8%

                 

Lonza Group AG (Switzerland), ADR

     7,651      $ 455,617  

Thermo Fisher Scientific, Inc.

     1,477        800,180  
     

 

 

 
        1,255,797  

Personal Products     2.4%

                 

L’Oreal SA (France), ADR

     13,260        1,050,457  

Pharmaceuticals     6.9%

                 

Eli Lilly & Co.

     4,243        1,320,507  

Novo Nordisk A/S (Denmark), ADR

     12,157        1,714,015  
     

 

 

 
        3,034,522  

Semiconductors & Semiconductor Equipment     12.1%

                 

Advanced Micro Devices, Inc.*

     5,845        459,300  

ASML Holding NV (Netherlands)

     2,502        1,545,560  

NVIDIA Corp.

     14,328        3,326,389  
     

 

 

 
        5,331,249  

Software     12.3%

                 

Cadence Design Systems, Inc.*

     5,390        1,039,947  

Crowdstrike Holdings, Inc. (Class A Stock)*

     2,284        275,656  

Microsoft Corp.

     14,741        3,676,700  

Palo Alto Networks, Inc.*

     2,330        438,902  
     

 

 

 
        5,431,205  

Technology Hardware, Storage & Peripherals     6.9%

                 

Apple, Inc.

     20,516        3,024,263  

Textiles, Apparel & Luxury Goods     9.8%

                 

Lululemon Athletica, Inc.*

     3,805        1,176,506  

LVMH Moet Hennessy Louis Vuitton SE (France), ADR

     14,637        2,438,963  

NIKE, Inc. (Class B Stock)

     6,122        727,233  
     

 

 

 
        4,342,702  

 

See Notes to Financial Statements.

PGIM Jennison ETFs    13


PGIM Jennison Focused Growth ETF

Schedule of Investments  (unaudited) (continued)

as of February 28, 2023

 

  Description            Shares                        Value            

COMMON STOCKS (Continued)

     

Wireless Telecommunication Services     2.9%

                 

T-Mobile US, Inc.*

     8,964      $ 1,274,501  
     

 

 

 

TOTAL LONG-TERM INVESTMENTS
(cost $41,392,917)

        43,386,176  
     

 

 

 

SHORT-TERM INVESTMENT     1.5%

     

UNAFFILIATED FUND

     

Dreyfus Government Cash Management (Institutional Shares)
(cost $678,645)

     678,645        678,645  
     

 

 

 

TOTAL INVESTMENTS     100.0%
(cost $42,071,562)

        44,064,821  

Liabilities in excess of other assets     (0.0)%

        (9,175
     

 

 

 

NET ASSETS 100.0%

      $ 44,055,646  
     

 

 

 

See the Glossary for a list of the abbreviation(s) used in the semiannual report.

 

*

Non-income producing security.

Fair Value Measurements:

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

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

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

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

The following is a summary of the inputs used as of February 28, 2023 in valuing such portfolio securities:

 

    

   Level 1   

      

Level 2

      

Level 3

Investments in Securities

            

Assets

            

Long-Term Investments

            

Common Stocks

            

Auto Components

   $     390,043      $—      $—

Automobiles

     2,175,795        —        —

Biotechnology

   698,147        —        —

Entertainment    

   1,050,466        —        —

 

See Notes to Financial Statements.

14


PGIM Jennison Focused Growth ETF

Schedule of Investments  (unaudited) (continued)

as of February 28, 2023

 

    

   Level 1   

      

Level 2

      

Level 3

Investments in Securities (continued)

            

Assets (continued)

            

Long-Term Investments (continued)

            

Common Stocks (continued)

            

Food & Staples Retailing

   $1,878,134      $—      $—

Health Care Equipment & Supplies

   471,348        —        —

Health Care Providers & Services

   1,438,767        —        —

Hotels, Restaurants & Leisure

   613,318        —        —

Interactive Media & Services

   1,747,344        —        —

Internet & Direct Marketing Retail

   4,727,132        —        —

IT Services

   3,450,986        —        —

Life Sciences Tools & Services

   1,255,797        —        —

Personal Products

   1,050,457        —        —

Pharmaceuticals

   3,034,522        —        —

Semiconductors & Semiconductor Equipment

   5,331,249        —        —

Software

   5,431,205        —        —

Technology Hardware, Storage & Peripherals

   3,024,263        —        —

Textiles, Apparel & Luxury Goods

   4,342,702        —        —

Wireless Telecommunication Services

   1,274,501        —        —

Short-Term Investment

               

Unaffiliated Fund

   678,645        —        —
  

 

         

Total

   $44,064,821      $—      $—
  

 

    

 

    

 

Industry Classification:

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of February 28, 2023 were as follows:

 

Software

     12.3

Semiconductors & Semiconductor Equipment

     12.1  

Internet & Direct Marketing Retail

     10.7  

Textiles, Apparel & Luxury Goods

     9.8  

IT Services

     7.8  

Pharmaceuticals

     6.9  

Technology Hardware, Storage & Peripherals

     6.9  

Automobiles

     4.9  

Food & Staples Retailing

     4.3  

Interactive Media & Services

     4.0  

Health Care Providers & Services

     3.3  

Wireless Telecommunication Services

     2.9  

Life Sciences Tools & Services

     2.8  

Entertainment

     2.4  

Personal Products

     2.4

Biotechnology

     1.6  

Unaffiliated Fund

     1.5  

Hotels, Restaurants & Leisure

     1.4  

Health Care Equipment & Supplies

     1.1  

Auto Components

     0.9  
  

 

 

 
     100.0  

Liabilities in excess of other assets

     (0.0 )* 
  

 

 

 
     100.0
  

 

 

 

*

Less than 0.05%

 

See Notes to Financial Statements.

PGIM Jennison ETFs    15


PGIM Jennison Focused Growth ETF

Statement of Assets & Liabilities   (unaudited)

as of February 28, 2023

 

Assets

        

Unaffiliated investments (cost $42,071,562)

   $ 44,064,821  

Dividends receivable

     16,778  
  

 

 

 

Total Assets

     44,081,599  
  

 

 

 

Liabilities

        

Management fee payable

     25,953  
  

 

 

 

Net Assets

   $ 44,055,646  
  

 

 

 
          

Net assets were comprised of:

  

Common stock, at par

   $ 850  

Paid-in capital in excess of par

     42,360,628  

Total distributable earnings (loss)

     1,694,168  
  

 

 

 

Net assets, February 28, 2023

   $ 44,055,646  
  

 

 

 

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

($44,055,646 ÷ 850,000 shares of common stock issued and outstanding)

   $ 51.83  
  

 

 

 

 

See Notes to Financial Statements.

16


PGIM Jennison Focused Growth ETF

Statement of Operations   (unaudited)

For the Period December 12, 2022* through February 28, 2023

 

Net Investment Income (Loss)

        

Unaffiliated dividend income (net of $ 524 foreign withholding tax)

   $ 31,293  
  

 

 

 

Expenses

  

Management fee

     45,091  
  

 

 

 

Net investment income (loss)

     (13,798
  

 

 

 

Realized And Unrealized Gain (Loss) On Investments

        

Net realized gain (loss) on investment transactions

     (285,293

Net change in unrealized appreciation (depreciation) on investments

     1,993,259  
  

 

 

 

Net gain (loss) on investment transactions

     1,707,966  
  

 

 

 

Net Increase (Decrease) In Net Assets Resulting From Operations

   $ 1,694,168  
  

 

 

 

*

Commencement of operations.

 

See Notes to Financial Statements.

PGIM Jennison ETFs    17


PGIM Jennison Focused Growth ETF

Statement of Changes in Net Assets  (unaudited)

 

 

     December 12, 2022*
through
February 28, 2023
   

Increase (Decrease) in Net Assets

              

Operations

      

Net investment income (loss)

     $ (13,798 )  

Net realized gain (loss) on investment transactions

       (285,293 )  

Net change in unrealized appreciation (depreciation) on investments

       1,993,259  
    

 

 

   

Net increase (decrease) in net assets resulting from operations

       1,694,168  
    

 

 

   

Fund share transactions

      

Net proceeds from shares sold (200,000 shares)

       10,005,000  

Shares sold in-kind (650,000 shares)

       32,356,478  
    

 

 

   

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

       42,361,478  
    

 

 

   

Total increase (decrease)

       44,055,646  

Net Assets:

              

Beginning of period

        
    

 

 

   

End of period

     $ 44,055,646  
    

 

 

   

*

Commencement of operations.

 

See Notes to Financial Statements.

18


PGIM Jennison Focused Growth ETF

Financial Highlights  (unaudited)

 

               
    

December 12, 2022(a)

through February 28,

              2023               

    

Per Share Operating Performance(b):

             

Net Asset Value, beginning of period

    $ 50.00    

Income (loss) from investment operations:

             

Net investment income (loss)

      (0.03 )    

Net realized and unrealized gain (loss) on investment transactions

      1.86    

Total from investment operations

      1.83    

Net asset value, end of period

    $ 51.83    

Total Return(c):

      3.66 %    
   
               

Ratios/Supplemental Data:

       

Net assets, end of period (000)

    $ 44,056    

Average net assets (000)

    $ 28,134    

Ratios to average net assets(d):

             

Expenses after waivers and/or expense reimbursement

      0.75 %(e)    

Expenses before waivers and/or expense reimbursement

      0.75 %(e)    

Net investment income (loss)

      (0.23 )%(e)    

Portfolio turnover rate(f)

      26 %    

 

 (a)

Commencement of operations.

 (b)

Calculated based on average shares outstanding during the period.

 (c)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized.

 (d)

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

 (e)

Annualized.

 (f)

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

 

See Notes to Financial Statements.

PGIM Jennison ETFs    19


PGIM Jennison Focused Value ETF

Schedule of Investments  (unaudited)

as of February 28, 2023

 

  Description            Shares                        Value            

LONG-TERM INVESTMENTS     98.5%

     

COMMON STOCKS

     

Aerospace & Defense     6.1%

                 

Airbus SE (France), ADR

     12,021      $ 393,087  

Raytheon Technologies Corp.

     2,371        232,571  
     

 

 

 
        625,658  

Auto Components     2.0%

                 

Aptiv PLC*

     1,741        202,443  

Automobiles     1.8%

                 

General Motors Co.

     4,624        179,134  

Banks     9.9%

                 

Bank of America Corp.

     6,925        237,527  

JPMorgan Chase & Co.

     2,519        361,099  

PNC Financial Services Group, Inc. (The)

     1,468        231,827  

Truist Financial Corp.

     3,975        186,626  
     

 

 

 
        1,017,079  

Biotechnology     2.6%

                 

AbbVie, Inc.

     1,760        270,864  

Building Products     3.3%

                 

Johnson Controls International PLC

     5,397        338,500  

Capital Markets     4.3%

                 

Blackstone, Inc.

     1,437        130,480  

Goldman Sachs Group, Inc. (The)

     873        306,990  
     

 

 

 
        437,470  

Chemicals     3.8%

                 

Linde PLC (United Kingdom)

     1,124        391,568  

Electric Utilities     2.1%

                 

NextEra Energy, Inc.

     3,089        219,412  

Energy Equipment & Services     2.0%

                 

Schlumberger Ltd.

     3,746        199,325  

 

See Notes to Financial Statements.

20


PGIM Jennison Focused Value ETF

Schedule of Investments  (unaudited) (continued)

as of February 28, 2023

 

  Description            Shares                        Value            

COMMON STOCKS (Continued)

     

Food & Staples Retailing     4.4%

                 

Walmart, Inc.

     3,175      $ 451,263  

Hotels, Restaurants & Leisure     2.5%

                 

McDonald’s Corp.

     977        257,840  

Insurance     8.0%

                 

Chubb Ltd.

     2,192        462,556  

MetLife, Inc.

     5,028        360,658  
     

 

 

 
        823,214  

Interactive Media & Services     3.5%

                 

Alphabet, Inc. (Class A Stock)*

     1,115        100,417  

Meta Platforms, Inc. (Class A Stock)*

     1,485        259,786  
     

 

 

 
        360,203  

Machinery     1.3%

                 

Deere & Co.

     324        135,834  

Multi-Utilities     2.1%

                 

Ameren Corp.

     2,613        216,121  

Oil, Gas & Consumable Fuels     8.2%

                 

ConocoPhillips

     8,126        839,822  

Pharmaceuticals     11.4%

                 

AstraZeneca PLC (United Kingdom), ADR

     6,694        436,315  

Bristol-Myers Squibb Co.

     4,785        329,974  

Eli Lilly & Co.

     1,282        398,984  
     

 

 

 
        1,165,273  

Road & Rail     3.4%

                 

Union Pacific Corp.

     1,694        351,132  

Semiconductors & Semiconductor Equipment     9.6%

                 

Advanced Micro Devices, Inc.*

     1,958        153,860  

Broadcom, Inc.

     363        215,727  

Lam Research Corp.

     449        218,218  

 

See Notes to Financial Statements.

PGIM Jennison ETFs    21


PGIM Jennison Focused Value ETF

Schedule of Investments  (unaudited) (continued)

as of February 28, 2023

 

  Description            Shares                        Value            

COMMON STOCKS (Continued)

     

Semiconductors & Semiconductor Equipment (cont’d.)

                 

NXP Semiconductors NV (Netherlands)

     1,120      $ 199,898  

QUALCOMM, Inc.

     1,542        190,483  
     

 

 

 
        978,186  

Software     6.2%

                 

Microsoft Corp.

     1,620        404,060  

Salesforce, Inc.*

     1,378        225,455  
     

 

 

 
        629,515  
     

 

 

 

TOTAL LONG-TERM INVESTMENTS
(cost $10,288,695)

        10,089,856  
     

 

 

 

SHORT-TERM INVESTMENT     1.3%

     

UNAFFILIATED FUND

     

Dreyfus Government Cash Management (Institutional Shares)
(cost $131,029)

     131,029        131,029  
     

 

 

 

TOTAL INVESTMENTS     99.8%
(cost $10,419,724)

        10,220,885  

Other assets in excess of liabilities     0.2%

        20,093  
     

 

 

 

NET ASSETS     100.0%

      $ 10,240,978  
     

 

 

 

See the Glossary for a list of the abbreviation(s) used in the semiannual report.

*

Non-income producing security.

Fair Value Measurements:

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

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

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

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

 

See Notes to Financial Statements.

22


PGIM Jennison Focused Value ETF

Schedule of Investments  (unaudited) (continued)

as of February 28, 2023

 

The following is a summary of the inputs used as of February 28, 2023 in valuing such portfolio securities:

 

     Level 1      Level 2      Level 3  

Investments in Securities

        

Assets

        

Long-Term Investments

        

Common Stocks

        

Aerospace & Defense

   $ 625,658        $—        $—  

Auto Components

     202,443          —          —  

Automobiles

     179,134          —          —  

Banks

     1,017,079          —          —  

Biotechnology

     270,864          —          —  

Building Products

     338,500          —          —  

Capital Markets

     437,470          —          —  

Chemicals

     391,568          —          —  

Electric Utilities

     219,412          —          —  

Energy Equipment & Services

     199,325          —          —  

Food & Staples Retailing

     451,263          —          —  

Hotels, Restaurants & Leisure

     257,840          —          —  

Insurance

     823,214          —          —  

Interactive Media & Services

     360,203          —          —  

Machinery

     135,834          —          —  

Multi-Utilities

     216,121          —          —  

Oil, Gas & Consumable Fuels

     839,822          —          —  

Pharmaceuticals

     1,165,273          —          —  

Road & Rail

     351,132          —          —  

Semiconductors & Semiconductor Equipment

     978,186          —          —  

Software

     629,515          —          —  

Short-Term Investment

        

Unaffiliated Fund

     131,029          —          —  
  

 

 

       

Total

   $ 10,220,885        $—        $—  
  

 

 

    

 

 

    

 

 

 

Industry Classification:

The industry classification of investments and other assets in excess of liabilities shown as a percentage of net assets as of February 28, 2023 were as follows:

 

Pharmaceuticals

     11.4

Banks

     9.9  

Semiconductors & Semiconductor Equipment

     9.6  

Oil, Gas & Consumable Fuels

     8.2  

Insurance

     8.0  

Software

     6.2  

Aerospace & Defense

     6.1  

Food & Staples Retailing

     4.4  

Capital Markets

     4.3  

Chemicals

     3.8

Interactive Media & Services

     3.5  

Road & Rail

     3.4  

Building Products

     3.3  

Biotechnology

     2.6  

Hotels, Restaurants & Leisure

     2.5  

Electric Utilities

     2.1  

Multi-Utilities

     2.1  

Auto Components

     2.0  

 

See Notes to Financial Statements.

PGIM Jennison ETFs    23


PGIM Jennison Focused Value ETF

Schedule of Investments  (unaudited) (continued)

as of February 28, 2023

 

Industry Classification (continued):

 

Energy Equipment & Services

     2.0

Automobiles

     1.8  

Machinery

     1.3  

Unaffiliated Fund

     1.3
  

 

 

 
     99.8  

Other assets in excess of liabilities

     0.2  
  

 

 

 
     100.0
  

 

 

 

 

See Notes to Financial Statements.

24


PGIM Jennison Focused Value ETF

Statement of Assets & Liabilities  (unaudited)

as of February 28, 2023

 

Assets

        

Unaffiliated investments (cost $10,419,724)

   $ 10,220,885  

Cash

     197,026  

Dividends receivable

     26,115  
  

 

 

 

Total Assets

     10,444,026  
  

 

 

 

Liabilities

        

Payable for investments purchased

     197,026  

Management fee payable

     6,022  
  

 

 

 

Total Liabilities

     203,048  
  

 

 

 

Net Assets

   $ 10,240,978  
  

 

 

 
          

Net assets were comprised of:

  

Common stock, at par

   $ 210  

Paid-in capital in excess of par

     10,489,265  

Total distributable earnings (loss)

     (248,497
  

 

 

 

Net assets, February 28, 2023

   $ 10,240,978  
  

 

 

 

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

  

($10,240,978 ÷ 210,000 shares of common stock issued and outstanding)

   $ 48.77  
  

 

 

 

 

See Notes to Financial Statements.

PGIM Jennison ETFs    25


PGIM Jennison Focused Value ETF

Statement of Operations  (unaudited)

For the Period December 12, 2022* through February 28, 2023

 

Net Investment Income (Loss)

        

Unaffiliated dividend income (net of $ 138 foreign withholding tax)

   $ 56,152  
  

 

 

 

Expenses

  

Management fee

     16,597  
  

 

 

 

Net investment income (loss)

     39,555  
  

 

 

 

Realized And Unrealized Gain (Loss) On Investments

        

Net realized gain (loss) on investment transactions

     (76,804

Net change in unrealized appreciation (depreciation) on investments

     (198,839
  

 

 

 

Net gain (loss) on investment transactions

     (275,643
  

 

 

 

Net Increase (Decrease) In Net Assets Resulting From Operations

   $ (236,088
  

 

 

 

*

Commencement of operations.

 

See Notes to Financial Statements.

26


PGIM Jennison Focused Value ETF

Statement of Changes in Net Assets  (unaudited)

 

    

December 12, 2022*

through

    February 28, 2023    

   

Increase (Decrease) in Net Assets

              

Operations

      

Net investment income (loss)

     $ 39,555  

Net realized gain (loss) on investment transactions

       (76,804 )  

Net change in unrealized appreciation (depreciation) on investments

       (198,839 )  
    

 

 

   

Net increase (decrease) in net assets resulting from operations

       (236,088 )  
    

 

 

   

Dividends and Distributions

      

Distributions from distributable earnings

       (12,409 )  
    

 

 

   

Fund share transactions

      

Net proceeds from shares sold (200,000 shares)

       10,005,000  

Shares sold in-kind (10,000 shares)

       484,475  
    

 

 

   

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

       10,489,475  
    

 

 

   

Total increase (decrease)

       10,240,978  

Net Assets:

              

Beginning of period

        
    

 

 

   

End of period

     $ 10,240,978  
    

 

 

   

*

Commencement of operations.

 

See Notes to Financial Statements.

PGIM Jennison ETFs    27


 

 

PGIM Jennison Focused Value ETF

Financial Highlights  (unaudited)

 

   
               
    

December 12, 2022(a)

through February 28,

                 2023                

    

Per Share Operating Performance(b):

             

Net Asset Value, beginning of period

      $50.00    

Income (loss) from investment operations:

             

Net investment income (loss)

      0.19    

Net realized and unrealized gain (loss) on investment transactions

      (1.36 )    

Total from investment operations

      (1.17 )    

Less Dividends and Distributions:

             

Dividends from net investment income

      (0.06 )    

Net asset value, end of period

      $48.77    

Total Return(c):

      (2.35 )%    
   
               

Ratios/Supplemental Data:

             

Net assets, end of period (000)

    $ 10,241    

Average net assets (000)

    $ 10,356    

Ratios to average net assets(d):

             

Expenses after waivers and/or expense reimbursement

      0.75 %(e)    

Expenses before waivers and/or expense reimbursement

      0.75 %(e)    

Net investment income (loss)

      1.79 %(e)    

Portfolio turnover rate(f)

      12 %    

 

(a)

Commencement of operations.

(b)

Calculated based on average shares outstanding during the period.

(c)

Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Total returns may reflect adjustments to conform to GAAP. Total returns for periods less than one full year are not annualized.

(d)

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

(e)

Annualized.

(f)

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

 

See Notes to Financial Statements.

28


Notes to Financial Statements (unaudited)

 

1.

Organization

PGIM ETF Trust (the “Registered Investment Company” or “RIC”) is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company. The RIC is organized as a Delaware Statutory Trust. These financial statements relate only to the following series of the RIC: PGIM Jennison Focused Growth ETF and PGIM Jennison Focused Value ETF (each a “Fund” and collectively, the “Funds”). PGIM Jennison Focused Value ETF is a diversified fund for purposes of the 1940 Act, and PGIM Jennison Focused Growth ETF is a non-diversified fund for purposes of the 1940 Act. Each Fund operates as an exchange-traded fund.

The Funds have the following investment objectives:

 

  Fund                                   Investment Objective(s)

PGIM Jennison Focused Growth ETF

     Long-term growth of capital.

PGIM Jennison Focused Value ETF

     Long-term growth of capital.

 

2.

Accounting Policies

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

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

 

PGIM Jennison ETFs    29


Notes to Financial Statements (unaudited) (continued)

 

paid to transfer a liability in an orderly transaction between market participants on the measurement date.

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

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

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

Foreign equities traded on foreign securities exchanges are generally valued using pricing vendor services that provide model prices derived using adjustment factors based on information such as local closing price, relevant general and sector indices, currency fluctuations, depositary receipts, and futures, as applicable. Securities valued using such model prices are classified as Level 2 in the fair value hierarchy. The models generate an evaluated adjustment factor for each security, which is applied to the local closing price to adjust it for post closing market movements up to the time the Funds is valued. Utilizing that evaluated adjustment factor, the vendor provides an evaluated price for each security. If the vendor does not provide an evaluated price, securities are valued in accordance with exchange-traded common and preferred stock valuation policies discussed above.

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

 

30


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

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

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated on the specific identification method. Dividend income is recorded on the ex-date, or for certain foreign securities, when the Funds become aware of such dividends. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual.

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

Dividends and Distributions: Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from GAAP, are recorded on the ex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified between total distributable earnings (loss) and paid-in capital in excess of par, as appropriate. The chart below sets forth the expected frequency of dividend and capital gains distributions to shareholders. Various factors may impact the frequency of dividend distributions to shareholders, including but not limited to adverse market conditions or portfolio holding-specific events.

 

  Expected Distribution Schedule to Shareholders*    Frequency  

Net Investment Income

     Annually  

Short-Term Capital Gains

     Annually  

Long-Term Capital Gains

     Annually  

 

PGIM Jennison ETFs    31


Notes to Financial Statements (unaudited) (continued)

 

*

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

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

 

3.

Agreements

Pursuant to a management agreement with the RIC on behalf of the Funds (the Management Agreement), PGIM Investments manages each Fund’s investment operations and administers its business affairs. PGIM Investments is also responsible for supervising each Fund’s subadviser.

Pursuant to the management agreement relating to each Fund, there is a unitary fee structure for the funds whereby PGIM Investments is responsible for substantially all expenses of each Fund, except taxes, brokerage expenses, interest expenses, distribution fees or expenses, expenses incident to shareholder meetings and extraordinary expenses. Each Fund may also pay for any costs or expenses of investing in other funds. For more information on the unitary management fee structure please refer to the Funds’ Statement of Additional Information.

The unitary fee paid to the Manager is accrued daily and payable monthly, at an annual rate of each Fund’s average daily net assets specified below.

 

  Fund   

Unitary   

Fee Rate  

PGIM Jennison Focused Growth ETF

     0.75

PGIM Jennison Focused Value ETF

     0.75

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

The Bank of New York Mellon (“BNY”) serves as the Custodian, Transfer Agent and Administrative Agent for the Trust. BNY receives compensation from the Manager and is reimbursed for expenses, including custodian, transfer agency and administration fees and certain out-of-pocket expenses including, but not limited to, postage, stationery, printing, allocable communication expenses and other costs. The Manager is responsible for compensating BNY under the Custodian, Transfer Agency and Service and Administration and Accounting Agreements.

 

32


Prudential Investment Management Services LLC (“PIMS” or the “Distributor”), acts as the distributor of each Fund, pursuant to the terms of a distribution agreement (“Distribution Agreement”) between the RIC and the Distributor. The Distributor is a subsidiary of Prudential. Shares are continuously offered for sale by the Distributor only. Although the Distributor does not receive any fees under the Distribution Agreement, the Manager or its affiliates may pay the Distributor for certain distribution related services.

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

 

4.

Other Transactions with Affiliates

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

The Funds may enter into certain securities purchase or sale transactions under Board approved Rule 17a-7 procedures. Rule 17a-7 is an exemptive rule under the 1940 Act, that subject to certain conditions, permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors/trustees, and/or common officers. For the reporting period ended February 28, 2023, no 17a-7 transactions were entered into by the Funds.

 

5.

Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Government securities) for the reporting period ended February 28, 2023, were as follows:

 

  Fund   

Cost of

Purchases

    

Proceeds

from Sales

 

PGIM Jennison Focused Growth ETF

     $15,508,191        $5,541,716  

PGIM Jennison Focused Value ETF

     11,085,098        1,198,554  

 

6.

Tax Information

 

PGIM Jennison ETFs    33


Notes to Financial Statements  (unaudited) (continued)

 

The United States federal income tax basis of the Funds’ investments and the net unrealized appreciation (depreciation) as of February 28, 2023 were as follows:

 

  Fund    Tax Basis   

Gross

Unrealized

        Appreciation        

  

Gross

Unrealized

        Depreciation        

 

Net

Unrealized

Appreciation

(Depreciation)

 

PGIM Jennison Focused Growth ETF

   $42,071,562    $2,560,184     $(566,925)           $1,993,259             

PGIM Jennison Focused Value ETF

     10,419,724        197,586    (396,425)         (198,839)            

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

The Manager has analyzed the Funds’ tax positions and has concluded that no provision for income tax is required in the Funds’ financial statements for the current reporting period.

 

7.

Capital and Ownership

Each Fund is an exchange-traded fund, commonly known as an “ETF”. Individual shares of the Funds may only be purchased and sold in secondary market transactions through brokers or other financial intermediaries. Shares of the Funds are listed for trading on the NYSE Arca, Inc. (the “Exchange”), and because the shares of the Funds trade at market prices rather than NAV, shares of the Funds may trade at a price greater than NAV (a premium) or less than NAV (a discount). Each Fund will issue and redeem its shares at NAV only in aggregations of a specified number of shares called a “Creation Unit”. An Authorized Participant is a member or participant of a clearing agency registered with the SEC, which has a written agreement with the Funds or one of their service providers that allows the Authorized Participant to place orders for the purchase and redemption of Creation Units.

A creation transaction, which is subject to acceptance by the Distributor and each Fund, generally takes place when an Authorized Participant deposits into each Fund a designated portfolio of securities, assets or other positions (a “creation basket”), and an amount of cash (including any cash representing the value of substituted securities, assets or other positions), if any, which together approximate the holdings of each Fund in exchange for a specified number of Creation Units. Similarly, shares can be redeemed only in Creation Units, generally for a designated portfolio of securities, assets or other propositions (the “redemption basket”) held by each Fund and an amount of cash (including any portion of such securities for which cash may be substituted). The Funds may, in certain circumstances, offer Creation Units partially or solely for cash. Except when aggregated in Creation Units, shares are not redeemable by the Funds. Creation and redemption baskets may differ and the Funds may accept “custom baskets”. A Creation Unit consists of 10,000 shares of each Fund.

 

34


Authorized Participants generally are required to pay a fixed creation transaction fee and/or a fixed redemption transaction fee, as applicable, for each transaction in a Creation Unit regardless of the number of Creation Units created or redeemed on that day. From time to time, the Funds may waive all or a portion of their applicable transaction fee(s). An additional charge or a variable charge may be applied to certain creation and redemption transactions, including non-standard orders and whole or partial cash purchases or redemptions when deemed appropriate.

The RIC is authorized to issue an unlimited number of shares of beneficial interest, $0.001 par value per share.

As of February 28, 2023, Prudential, through its affiliated entities, including affiliated funds (if applicable), owned shares of the Funds as follows:

 

  Fund    Number of Shares   

Percentage of

Outstanding Shares 

PGIM Jennison Focused Growth ETF

   200,017    23.5%

PGIM Jennison Focused Value ETF

   200,000    95.2   

At the reporting period end, the number of shareholders holding greater than 5% of the Fund are as follows:

 

  Fund    Number of Shareholders    Percentage of Outstanding Shares 

Affiliated:

         

PGIM Jennison Focused Growth ETF

   1    23.5%

PGIM Jennison Focused Value ETF

   1    95.2   

Unaffiliated:

         

PGIM Jennison Focused Growth ETF

   1    75.6   

PGIM Jennison Focused Value ETF

      — 

The Fund may make payment for Fund shares redeemed and contributed wholly or in part by distributing portfolio securities to shareholders. For the reporting period ended February 28, 2023, the Funds had subscriptions in-kind and no redemptions in-kind with total proceeds in the amounts presented on the Statements of Changes.

 

8.

Risks of Investing in the Funds

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

 

       
  Risks   

PGIM

Jennison Focused

Growth ETF

      

PGIM

Jennison Focused 

Value ETF

Active Trading

   X          X

Authorized Participant Concentration

   X       X

Cash Transactions

   X       X

Convertible Securities

   X      

 

PGIM Jennison ETFs    35


Notes to Financial Statements  (unaudited) (continued)

 

     
  Risks    PGIM
Jennison Focused
Growth ETF
   PGIM
Jennison Focused
Value ETF

Economic and Market Events

   X    X

Equity and Equity-Related Securities

   X    X

ETF Shares Trading

   X    X

Foreign Securities

   X    X

Growth Style

   X   

Increase in Expenses

   X    X

Initial Public Offerings

   X   

Large Capitalization Company

   X    X

Large Shareholder and Large Scale Redemption

   X    X

Management

   X    X

Market Disruption and Geopolitical

   X    X

Market

   X    X

Medium Capitalization (Mid-Cap) Company

   X   

New/Small Fund

   X    X

Non-Diversified Investment Company

   X   

Preferred Securities

   X   

 

Value Style

 

  

 

 

  

 

X

 

Active Trading Risk: The Fund actively and frequently trades its portfolio securities. High portfolio turnover results in higher transaction costs, which can affect the Fund’s performance and have adverse tax consequences. In addition, high portfolio turnover may also mean that a proportionately greater amount of distributions to shareholders will be taxed as ordinary income rather than long-term capital gains compared to investment companies with lower portfolio turnover.

Authorized Participant Concentration Risk: Only an Authorized Participant (as defined in “How to Buy and Sell Shares of the Fund” in the Fund’s Prospectus) may engage in creation or redemption transactions directly with the Fund. The Fund has a limited number of intermediaries that act as Authorized Participants and none of these Authorized Participants is or will be obligated to engage in creation or redemption transactions. To the extent that these Authorized Participants exit the business or are unable to or choose not to proceed with creation and/or redemption orders with respect to the Fund and no other Authorized Participant creates or redeems, shares of the Fund may trade at a substantial discount or premium to net asset value (“NAV”), may trade at larger spreads, and possibly face trading halts and/or delisting.

Cash Transactions Risk: Unlike certain ETFs, the Fund may effect creations and redemptions in cash or partially in cash. Therefore, it may be required to sell portfolio securities and subsequently recognize gains on such sales that the Fund might not have recognized if it were to distribute portfolio securities in-kind. As such, investments in shares

 

36


of the Fund may be less tax-efficient than an investment in an ETF that distributes portfolio securities entirely in-kind.

Convertible Securities Risk: The market value of a convertible security performs like that of a regular debt security; that is, if market interest rates rise, the value of a convertible security usually falls. In addition, convertible securities are subject to the risk that the issuer will not be able to pay interest or dividends when due, and their market value may change based on changes in the issuer’s credit rating or the market’s perception of the issuer’s creditworthiness. Since it derives a portion of its value from the common stock into which it may be converted, a convertible security is also subject to the same types of market and issuer risks that apply to the underlying common stock.

Economic and Market Events Risk: Events in the U.S. and global financial markets, including actions taken by the U.S. Federal Reserve or foreign central banks to stimulate, stabilize economic growth or the functioning of the securities markets, or otherwise reduce inflation, may at times result in unusually high market volatility, which could negatively impact performance. Governmental efforts to curb inflation often have negative effects on the level of economic activity. Relatively reduced liquidity in credit and fixed income markets could adversely affect issuers worldwide.

Equity and Equity-Related Securities Risks: Equity and equity-related securities may be subject to changes in value, and their values may be more volatile than those of other asset classes. In addition to an individual security losing value, the value of the equity markets or a sector in which the Fund invests could go down. Different parts of a market can react differently to adverse issuer, market, regulatory, political and economic developments.

ETF Shares Trading Risk: Fund shares are listed for trading on NYSE Arca, Inc. (the “Exchange”) and the shares are bought and sold in the secondary market at market prices. The market prices of the shares of the Fund are expected to fluctuate in response to changes in the Fund’s NAV, the intraday value of the Fund’s holdings and supply and demand for shares of the Fund. We cannot predict whether shares of the Fund will trade above, below or at their NAV. Trading on the Exchange, including trading of Fund shares, may be halted in certain circumstances and shareholders may not be able to sell Fund shares at the time or price desired. During periods of stressed market conditions, the market for the shares of the Fund may become less liquid in response to deteriorating liquidity in the markets for the Fund’s portfolio investments. This adverse effect on the liquidity of the Fund’s shares could lead to differences between the market price of the Fund’s shares and the NAV of those shares. There can be no assurance that the requirements of the Exchange to maintain the listing of shares of the Fund will continue to be met. At times, trading in the securities of ETFs has become volatile and unpredictable and the price of ETF shares has diverged from market driven fundamentals.

Disruptions to creations and redemptions, the existence of significant market volatility or potential lack of an active trading market for the shares of the Fund (including through a trading halt), as well as other factors, may result in the Fund’s shares trading on the

 

PGIM Jennison ETFs    37


Notes to Financial Statements  (unaudited) (continued)

 

Exchange significantly above (at a premium) or below (at a discount) to NAV or to the intraday value of the Fund’s holdings. Premiums and discounts relate to differences between the market price and NAV of the Fund’s shares. During such periods, you may incur significant losses if you sell your shares of the Fund. The securities held by the Fund may be traded in markets that close at a different time than the Exchange and may trade outside of a collateralized settlement system. Liquidity in those securities may be reduced after the applicable closing times. Accordingly, during the time when the Exchange is open but after the applicable market closing, fixing or settlement times, bid-ask spreads for the Fund’s shares on the Exchange and the corresponding premium or discount between the market price for Fund shares and their NAV may widen. Additionally, during times when the Exchange is open but after the applicable market is closed, there may be changes between the last quote from the closed foreign market and the value of such security during the Fund’s trading day on the Exchange and this may lead to differences between the market price of the Fund’s shares and the underlying value of those shares.

Cost of Buying or Selling Shares: When you buy or sell shares of the Fund through a broker, you will likely incur a brokerage commission or other charges imposed by brokers. In addition, the market price of shares of the Fund, like the price of any exchange-traded security, includes a “bid-ask spread” charged by the market makers or other participants that trade the particular security. The spread of the Fund’s shares varies over time based on the Fund’s trading volume, the spread of the Fund’s underlying securities, and market liquidity and may increase if the Fund’s trading volume or market liquidity decreases, or if the spread on the Fund’s underlying securities increases. In times of severe market disruption, including when trading of the Fund’s holdings may be halted, the bid-ask spread may increase significantly. This means that the shares may trade at a discount to the Fund’s NAV, and the discount is likely to be greatest during significant market volatility.

No Guarantee of Active Trading Market Risk: While shares of the Fund are listed on the Exchange, there can be no assurance that active trading markets for the shares will develop or be maintained by market makers or by Authorized Participants. The distributor of the Fund’s shares does not maintain a secondary market in the shares.

Foreign Securities Risk: Investments in securities of non-U.S. issuers (including those denominated in U.S. dollars) may involve more risk than investing in securities of U.S. issuers. Foreign political, economic and legal systems, especially those in developing and emerging market countries, may be less stable and more volatile than in the United States. Foreign legal systems generally have fewer regulatory requirements than the U.S. legal system, particularly those of emerging markets. In general, less information is publicly available with respect to non-U.S. companies than U.S. companies. Non-U.S. companies generally are not subject to the same accounting, auditing, and financial reporting standards

 

38


as are U.S. companies. Additionally, the changing value of foreign currencies and changes in exchange rates could also affect the value of the assets the Fund holds and the Fund’s performance. Certain foreign countries may impose restrictions on the ability of issuers of foreign securities to make payment of principal and interest or dividends to investors located outside the country, due to blockage of foreign currency exchanges or otherwise. Investments in emerging markets are subject to greater volatility and price declines.

In addition, the Fund’s investments in non-U.S. securities may be subject to the risks of nationalization or expropriation of assets, imposition of currency exchange controls or restrictions on the repatriation of non-U.S. currency, confiscatory taxation and adverse diplomatic developments. Special U.S. tax considerations may apply.

Growth Style Risk: The Fund’s growth style may subject the Fund to above-average fluctuations as a result of seeking higher than average capital growth. Historically, growth stocks have performed best during later stages of economic expansion and value stocks have performed best during periods of economic recovery. Since the Fund follows a growth investment style, there is the risk that the growth investment style may be out of favor for a period of time. At times when the style is out of favor, the Fund may underperform the market in general, its benchmark and other ETFs.

Increase in Expenses Risk: Your actual cost of investing in the Fund may be higher than the expenses shown in the expense table for a variety of reasons.

Initial Public Offerings Risk: The volume of IPOs and the levels at which the newly issued stocks trade in the secondary market are affected by the performance of the stock market overall. If IPOs are brought to the market, availability may be limited and if the Fund desires to acquire shares in such an offering, it may not be able to buy any shares at the offering price, or if it is able to buy shares, it may not be able to buy as many shares at the offering price as it would like. The prices of securities involved in IPOs are often subject to greater and more unpredictable price changes than more established stocks. Such unpredictability can have a dramatic impact on the Fund’s performance (higher or lower) and any assumptions by investors based on the affected performance may be unwarranted. In addition, as Fund assets grow, the impact of IPO investments on performance will decline, which could reduce total returns.

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

Large Shareholder and Large Scale Redemption Risk: Certain individuals, accounts, funds (including funds affiliated with the Manager) or institutions, including the Manager and its affiliates, may from time to time own or control a substantial amount of the Fund’s shares. There is no requirement that these entities maintain their investment in the Fund. There is a

 

PGIM Jennison ETFs    39


Notes to Financial Statements  (unaudited) (continued)

 

risk that such large shareholders or that the Fund’s shareholders generally may redeem all or a substantial portion of their investments in the Fund in a short period of time, which could have a significant negative impact on the Fund’s NAV, liquidity, and brokerage costs. Large redemptions could also result in tax consequences to shareholders and impact the Fund’s ability to implement its investment strategy. The Fund’s ability to pursue its investment objective after one or more large scale redemptions may be impaired and, as a result, the Fund may invest a larger portion of its assets in cash or cash equivalents.

Management Risk: Actively managed funds are subject to management risk. The subadviser will apply investment techniques and risk analyses in making investment decisions for the Fund, but the subadviser judgments about the attractiveness, value or market trends affecting a particular security, industry or sector or about market movements may be incorrect. Additionally, the investments selected for the Fund may underperform the markets in general, the Fund’s benchmark and other funds with similar investment objectives.

Market Disruption and Geopolitical Risks: Market disruption can be caused by economic, financial or political events and factors, including but not limited to, international wars or conflicts (including Russia’s military invasion of Ukraine), geopolitical developments (including trading and tariff arrangements, sanctions and cybersecurity attacks), instability in regions such as Asia, Eastern Europe and the Middle East, terrorism, natural disasters and public health epidemics (including the outbreak of COVID-19 globally).

The extent and duration of such events and resulting market disruptions cannot be predicted, but could be substantial and could magnify the impact of other risks to the Fund. These and other similar events could adversely affect the U.S. and foreign financial markets and lead to increased market volatility, reduced liquidity in the securities markets, significant negative impacts on issuers and the markets for certain securities and commodities and/or government intervention. They may also cause short- or long-term economic uncertainties in the United States and worldwide. As a result, whether or not the Fund invests in securities of issuers located in or with significant exposure to the countries directly affected, the value and liquidity of the Fund’s investments may be negatively impacted. Further, due to closures of certain markets and restrictions on trading certain securities, the value of certain securities held by the Fund could be significantly impacted, which could lead to such securities being valued at zero.

COVID-19 and the related governmental and public responses have had, and future public health epidemics may have, an impact on the Fund’s investments and net asset value and have led and may lead to increased market volatility and the potential for illiquidity in certain classes of securities and sectors. Future public health epidemics may result in periods of business disruption, business closures, inability to obtain raw materials, supplies and

 

40


component parts, and reduced or disrupted operations for the issuers in which the Fund invests. The occurrence, reoccurrence and pendency of public health epidemics could adversely affect the economies and financial markets either in specific countries or worldwide.

Market Risk: Securities markets may be volatile and the market prices of the Fund’s securities may decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overall market and economic conditions. If the market prices of the securities owned by the Fund fall, the value of your investment in the Fund will decline.

Medium Capitalization (Mid-Cap) Company Risk: The Fund’s investments in mid-cap companies carry more risk than investments in larger capitalized companies. Investments in mid-cap companies carry additional risks because earnings of these companies tend to be less predictable; they often have limited product lines, markets, distribution channels or financial resources; and the management of such companies may be dependent on one or a few key people. The market movements of these companies’ securities may be more abrupt or erratic than the market movements of securities of larger, more established companies or the stock market in general. Historically, mid-cap companies have sometimes gone through extended periods when they did not perform as well as larger companies. Mid-cap companies generally are comparatively less liquid than larger companies, which may make such investments more difficult to sell at the time and price that the Fund would like. Also, the stocks of mid-cap companies may fall out of favor relative to those of small- or large-capitalization companies, causing the Fund to underperform other equity funds that focus on small- or large-capitalization companies.

New/Small Fund Risk: The Fund recently commenced operations and has a limited operating history. As a new and relatively small fund, the Fund’s performance may not represent how the Fund is expected to or may perform in the long term if and when it becomes larger and has fully implemented its investment strategies. Investment positions may have a disproportionate impact (negative or positive) on performance in new and smaller funds. New and smaller funds may also require a period of time before they are invested in securities that meet their investment objectives and policies and achieve a representative portfolio composition. Since the Fund is new, an active secondary market for the shares of the Fund may not develop or may not continue once developed. Shareholders holding large blocks of shares of the Fund, including the Manager and its affiliates, may hold their shares for long periods of time, which may lead to reduced trading volumes, wider trading spreads and impede the development or maintenance of an active secondary trading market for Fund shares. These large shareholders may also loan or sell all or a portion of their Fund shares, which may result in increasing concentration of Fund shares in a small number of holders, and the potential for large redemptions, decreases in Fund assets and increased expenses for remaining shareholders.

Non-Diversified Investment Company Risk: The Fund is non-diversified for purposes of the 1940 Act. This means that the Fund may invest a greater percentage of its assets in the securities of a single company or other issuer than a diversified fund. Investing in a

 

PGIM Jennison ETFs    41


Notes to Financial Statements  (unaudited) (continued)

 

non-diversified fund involves greater risk than investing in a diversified fund because a loss resulting from the decline in value of any one security may represent a greater portion of the total assets of a non-diversified fund.

Preferred Securities Risk: Preferred stock can experience sharp declines in value over short or extended periods of time, regardless of the success or failure of a company’s operations. A redemption by the issuer may negatively impact the return of the security held by the Fund. Preferred stockholders’ liquidation rights are subordinate to the company’s debt holders and creditors. If interest rates rise, the fixed dividend on preferred stocks may be less attractive and the price of preferred stocks may decline. Preferred stock usually does not require the issuer to pay dividends and may permit the issuer to defer dividend payments. Deferred dividend payments could have adverse tax consequences for the Fund and may cause the preferred security to lose substantial value. Preferred securities also may have substantially lower trading volumes and less market depth than many other securities, such as common stock or U.S. Government securities.

Value Style Risk: Since the Fund follows a value investment style, there is the risk that the value style may be out of favor for long periods of time, that the market will not recognize a security’s intrinsic value for a long time or at all, or that a stock judged to be undervalued may actually be appropriately priced or overvalued. Issuers of value stocks may have experienced adverse business developments or may be subject to special risks that have caused the stock to be out of favor. In addition, the Fund’s value investment style may go out of favor with investors, negatively affecting the Fund’s performance. If the Fund’s assessment of market conditions or a company’s value is inaccurate, the Fund could suffer losses or produce poor performance relative to other funds.

 

42


Approval of Advisory Agreements

 

PGIM ETF Trust - PGIM Jennison Focused Growth ETF

Initial Approval of the Fund’s Advisory Agreements

As required by the Investment Company Act of 1940 (the 1940 Act), the Board considered the proposed management agreement with PGIM Investments LLC (the Manager) and the proposed subadvisory agreement between the Manager and Jennison Associates LLC (Jennison), to serve as the subadviser (the Subadviser) with respect to the PGIM Jennison Focused Growth ETF (the Fund). The Board, including all of the Independent Trustees, met on September 26, 2022 (the Meeting) and approved the agreements for an initial two-year period, after concluding that approval of the agreements was in the best interests of the Fund.

In advance of the Meeting, the Board requested and received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with its considerations.

In approving the agreements, the Board, including the Independent Trustees advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services to be provided to the Fund by the Manager and the Subadviser; any relevant comparable performance information and the Subadviser’s qualifications and track record in serving other affiliated funds; and the fees proposed to be paid by the Fund to the Manager and by the Manager to the Subadviser under the agreements. In connection with its deliberations, the Board considered information provided by the Manager and the Subadviser at or in advance of the Meeting. The Board also considered information that the Trustees received throughout the year regarding the Manager and the Subadviser in their capacity as directors or trustees of other funds in the Prudential organization (PGIM Retail Funds). In their deliberations, the Trustees did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund.

The Trustees determined that the overall arrangements between the Fund and the Manager, which will serve as the Fund’s investment manager pursuant to a management agreement, and between the Manager and the Subadviser, which will serve as the Fund’s subadviser pursuant to the terms of a subadvisory agreement, are appropriate in light of the services to be performed and the fees to be charged under the agreements and such other matters as the Trustees considered relevant in the exercise of their business judgment.

A summary of certain factors and conclusions that formed the basis for the Trustees’ reaching their determinations to approve the agreements are discussed below.

Nature, quality and extent of services

With respect to the Manager, the Board noted that it had received and considered information about the Manager at the Meeting, including information relating to the approval and renewal, as applicable, of the management agreements between the

 

PGIM Jennison ETFs


Approval of Advisory Agreements (continued)

 

Manager and the other PGIM Retail Funds, as well as information received at other regular meetings throughout the year of the PGIM Retail Funds, regarding the nature, quality and extent of services provided by the Manager. The Board considered the services to be provided by the Manager, including but not limited to the oversight of the Subadviser, as well as the provision of fund recordkeeping, compliance and other services to the Fund. With respect to the Manager’s oversight of the Subadviser, the Board noted that the Manager’s Strategic Investment Research Group, which is a business unit of the Manager, is responsible for monitoring and reporting to the Manager’s senior management on the performance and operations of the Subadviser. The Board also noted that the Manager pays the salaries of the officers of the Trust and Trustees of the Trust who are affiliated persons of the Manager or Subadviser.

The Board reviewed the qualifications, backgrounds and responsibilities of the Manager’s senior management responsible for the oversight of the Fund and the Subadviser, and was also provided with information pertaining to the Manager’s organizational structure, senior management, investment operations and other relevant information. The Board further noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer as to the Manager for services provided to other PGIM Retail Funds. The Board noted that it had concluded that it was satisfied with the nature, quality and extent of the services provided by the Manager to the other PGIM Retail Funds and determined that it was reasonable to conclude that the nature, quality and extent of services to be provided by the Manager under the management agreement for the Fund would be similar in nature to those provided under the other management agreements.

With respect to the Subadviser, the Board noted that it had received and considered information about the Subadviser at the Meeting, including information relating to the approval and renewal, as applicable, of subadvisory agreements between the Manager and the Subadviser with respect to other PGIM Retail Funds, as well as at other regular meetings throughout the year, regarding the nature, quality and extent of services provided by the Subadviser. The Board considered, among other things, the qualifications, background and experience of the Subadviser’s portfolio managers who will be responsible for the day-to-day management of the Fund’s portfolio, as well as information on the Subadviser’s organizational structure, senior management, investment operations and other relevant information. The Board also considered the Subadviser’s experience managing other similar investment strategies. The Board further noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer as to the Subadviser for services provided to other PGIM Retail Funds. The Board noted that the Subadviser is affiliated with the Manager. The Board noted that it was satisfied with the nature, quality and extent of services provided by the Subadviser with respect to the other PGIM Retail Funds served by the Subadviser and determined that it was reasonable to conclude that the nature, quality and extent of services to be provided by the Subadviser under the subadvisory agreement for the

 

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Fund would be similar in nature to those provided under the other subadvisory agreements.

Performance

Because the Fund had not yet commenced operations, no investment performance for the Fund existed for Board review. The Board reviewed the performance information of a mutual fund advised by the Manager and subadvised by the Subadviser that utilizes a substantially similar investment strategy. The Board considered the background and professional experience of the proposed portfolio management team for the Fund. The Board took note that the Manager will provide information relating to performance to the Board in connection with future annual reviews of the management agreement and subadvisory agreement.

Fee Rates

The Board considered the proposed management fees to be paid by the Fund to the Manager and the compensation to be paid by the Manager to the Subadviser. The Board considered the nature of the management fee as a unitary fee and that the Manager would be responsible for the Fund’s expenses except for those expenses reflected in the management agreement as remaining the responsibility of the Fund.

The Board considered information provided by the Manager comparing the Fund’s proposed management fee rate to the Lipper 15(c) Peer Group. The Board noted that the Fund’s management fee was in the third quartile. The Board also considered the Manager’s assertion that it expected to incur a subsidy cost to support the unitary fee.

The Board concluded that the proposed management fee and total expenses were reasonable in light of the services to be provided.

Profitability

Because the Fund had not yet commenced operations and the actual asset base of the Fund had not yet been determined, the Board noted that there was no historical profitability information with respect to the Fund to be reviewed. The Board noted that it would review profitability information in connection with future annual renewals of the management and subadvisory agreements.

Economies of Scale

Because the Fund had not yet commenced operations and the actual asset base of the Fund had not yet been determined, the Board noted that there was no historical information regarding economies of scale with respect to the Fund to be reviewed. The Board noted that it would review such information in connection with future annual renewals of the management and subadvisory agreements.

 

PGIM Jennison ETFs


Approval of Advisory Agreements (continued)

 

Other Benefits to the Manager and the Subadviser

The Board considered potential “fall-out” or ancillary benefits anticipated to be received by the Manager, the Subadviser and their affiliates as a result of their relationship with the Fund. The Board concluded that any potential benefits to be derived by the Manager were similar to benefits derived by the Manager in connection with its management of the other affiliated funds managed by the Manager, which are reviewed on an annual basis. The Board also concluded that any potential benefits to be derived by the Subadviser were consistent with those generally derived by subadvisers to the PGIM Retail Funds, and that those benefits are reviewed on an annual basis. The Board concluded that any potential benefits derived by the Manager and the Subadviser were consistent with the types of benefits generally derived by investment managers and subadvisers to funds.

* * *

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

PGIM ETF Trust- PGIM Jennison Focused Value ETF

Initial Approval of the Fund’s Advisory Agreements

As required by the Investment Company Act of 1940 (the 1940 Act), the Board considered the proposed management agreement with PGIM Investments LLC (the Manager) and the proposed subadvisory agreement between the Manager and Jennison Associates LLC (Jennison), to serve as the subadviser (the Subadviser) with respect to the PGIM Jennison Focused Value ETF (the Fund). The Board, including all of the Independent Trustees, met on September 26, 2022 (the Meeting) and approved the agreements for an initial two-year period, after concluding that approval of the agreements was in the best interests of the Fund.

In advance of the Meeting, the Board requested and received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with its considerations.

In approving the agreements, the Board, including the Independent Trustees advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services to be provided to the Fund by the Manager and the Subadviser; any relevant comparable performance information and the Subadviser’s qualifications and track record in serving other affiliated funds; and the fees proposed to be paid by the Fund to the Manager and by the Manager to the Subadviser under the agreements. In connection with its deliberations, the Board considered information provided by the Manager and the Subadviser at or in advance of the Meeting. The Board also considered information that the Trustees received throughout the year regarding the Manager and the Subadviser in their capacity as directors or trustees of

 

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other funds in the Prudential organization (PGIM Retail Funds). In their deliberations, the Trustees did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund.

The Trustees determined that the overall arrangements between the Fund and the Manager, which will serve as the Fund’s investment manager pursuant to a management agreement, and between the Manager and the Subadviser, which will serve as the Fund’s subadviser pursuant to the terms of a subadvisory agreement, are appropriate in light of the services to be performed and the fees to be charged under the agreements and such other matters as the Trustees considered relevant in the exercise of their business judgment.

A summary of certain factors and conclusions that formed the basis for the Trustees’ reaching their determinations to approve the agreements are discussed below.

Nature, quality and extent of services

With respect to the Manager, the Board noted that it had received and considered information about the Manager at the Meeting, including information relating to the approval and renewal, as applicable, of the management agreements between the Manager and the other PGIM Retail Funds, as well as information received at other regular meetings throughout the year of the PGIM Retail Funds, regarding the nature, quality and extent of services provided by the Manager. The Board considered the services to be provided by the Manager, including but not limited to the oversight of the Subadviser, as well as the provision of fund recordkeeping, compliance and other services to the Fund. With respect to the Manager’s oversight of the Subadviser, the Board noted that the Manager’s Strategic Investment Research Group, which is a business unit of the Manager, is responsible for monitoring and reporting to the Manager’s senior management on the performance and operations of the Subadviser. The Board also noted that the Manager pays the salaries of the officers of the Trust and Trustees of the Trust who are affiliated persons of the Manager or Subadviser.

The Board reviewed the qualifications, backgrounds and responsibilities of the Manager’s senior management responsible for the oversight of the Fund and the Subadviser, and was also provided with information pertaining to the Manager’s organizational structure, senior management, investment operations and other relevant information. The Board further noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer as to the Manager for services provided to other PGIM Retail Funds. The Board noted that it had concluded that it was satisfied with the nature, quality and extent of the services provided by the Manager to the other PGIM Retail Funds and determined that it was reasonable to conclude that the nature, quality and extent of services to be provided by the Manager under the management agreement for the Fund would be similar in nature to those provided under the other management agreements.

 

PGIM Jennison ETFs


Approval of Advisory Agreements (continued)

 

With respect to the Subadviser, the Board noted that it had received and considered information about the Subadviser at the Meeting, including information relating to the approval and renewal, as applicable, of subadvisory agreements between the Manager and the Subadviser with respect to other PGIM Retail Funds, as well as at other regular meetings throughout the year, regarding the nature, quality and extent of services provided by the Subadviser. The Board considered, among other things, the qualifications, background and experience of the Subadviser’s portfolio managers who will be responsible for the day-to-day management of the Fund’s portfolio, as well as information on the Subadviser’s organizational structure, senior management, investment operations and other relevant information. The Board also considered the Subadviser’s experience managing other similar investment strategies. The Board further noted that it received favorable compliance reports from the Fund’s Chief Compliance Officer as to the Subadviser for services provided to other PGIM Retail Funds. The Board noted that the Subadviser is affiliated with the Manager. The Board noted that it was satisfied with the nature, quality and extent of services provided by the Subadviser with respect to the other PGIM Retail Funds served by the Subadviser and determined that it was reasonable to conclude that the nature, quality and extent of services to be provided by the Subadviser under the subadvisory agreement for the Fund would be similar in nature to those provided under the other subadvisory agreements.

Performance

Because the Fund had not yet commenced operations, no investment performance for the Fund existed for Board review. The Board reviewed the performance information of a mutual fund advised by the Manager and subadvised by the Subadviser that utilizes a substantially similar investment strategy. The Board considered the background and professional experience of the proposed portfolio management team for the Fund. The Board took note that the Manager will provide information relating to performance to the Board in connection with future annual reviews of the management agreement and subadvisory agreement.

Fee Rates

The Board considered the proposed management fees to be paid by the Fund to the Manager and the compensation to be paid by the Manager to the Subadviser. The Board considered the nature of the management fee as a unitary fee and that the Manager would be responsible for the Fund’s expenses except for those expenses reflected in the management agreement as remaining the responsibility of the Fund.

The Board considered information provided by the Manager comparing the Fund’s proposed management fee rate to the Lipper 15(c) Peer Group. The Board noted that the Fund’s management fee was in the second quartile. The Board also considered the Manager’s assertion that it expected to incur a subsidy cost to support the unitary fee.

The Board concluded that the proposed management fee and total expenses were reasonable in light of the services to be provided.

 

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Profitability

Because the Fund had not yet commenced operations and the actual asset base of the Fund had not yet been determined, the Board noted that there was no historical profitability information with respect to the Fund to be reviewed. The Board noted that it would review profitability information in connection with future annual renewals of the management and subadvisory agreements.

Economies of Scale

Because the Fund had not yet commenced operations and the actual asset base of the Fund had not yet been determined, the Board noted that there was no historical information regarding economies of scale with respect to the Fund to be reviewed. The Board noted that it would review such information in connection with future annual renewals of the management and subadvisory agreements.

Other Benefits to the Manager and the Subadviser

The Board considered potential “fall-out” or ancillary benefits anticipated to be received by the Manager, the Subadviser and their affiliates as a result of their relationship with the Fund. The Board concluded that any potential benefits to be derived by the Manager were similar to benefits derived by the Manager in connection with its management of the other affiliated funds managed by the Manager, which are reviewed on an annual basis. The Board also concluded that any potential benefits to be derived by the Subadviser were consistent with those generally derived by subadvisers to the PGIM Retail Funds, and that those benefits are reviewed on an annual basis. The Board concluded that any potential benefits derived by the Manager and the Subadviser were consistent with the types of benefits generally derived by investment managers and subadvisers to funds.

* * *

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

 

PGIM Jennison ETFs


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

 

PROXY VOTING

 

The Board of Trustees delegated to the Funds’ subadviser the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to each Fund. A description of these proxy voting policies and procedures is available without charge, upon request, by calling (800) 225-1852 or by visiting the Securities and Exchange Commission’s website at sec.gov. Information regarding how each Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the Funds’ website and on the Securities and Exchange Commission’s website.

 

TRUSTEES

 

Ellen S. Alberding · Kevin J. Bannon · Scott E. Benjamin · Linda W. Bynoe · Barry H. Evans · Keith F. Hartstein · Laurie Simon Hodrick · Stuart S. Parker · Brian K. Reid · Grace C. Torres

 

OFFICERS

 

Stuart S. Parker, President · Scott E. Benjamin, Vice President · Christian J. Kelly, Chief Financial Officer · Claudia DiGiacomo, Chief Legal Officer · Isabelle Sajous, Chief Compliance Officer · Kelly Florio, Anti-Money Laundering Compliance Officer · Andrew R. French, Secretary · Melissa Gonzalez, Assistant Secretary · Kelly A. Coyne, Assistant Secretary · Patrick E. McGuinness, Assistant Secretary · Debra Rubano, Assistant Secretary · Lana Lomuti, Assistant Treasurer · Russ Shupak, Treasurer and Principal Accounting Officer · Elyse M. McLaughlin, Assistant Treasurer · Deborah Conway, Assistant Treasurer · Robert W. McCormack, Assistant Treasurer

 

MANAGER    PGIM Investments LLC   

655 Broad Street

Newark, NJ 07102

SUBADVISER    Jennison Associates LLC   

466 Lexington Avenue

New York, NY 10017

DISTRIBUTOR    Prudential Investment Management Services
LLC
  

655 Broad Street

Newark, NJ 07102

CUSTODIAN/TRANSFER AGENT    The Bank of New York Mellon   

240 Greenwich Street

New York, NY 10286

INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM

   PricewaterhouseCoopers LLP   

300 Madison Avenue

New York, NY 10017

FUND COUNSEL    Willkie Farr & Gallagher LLP   

787 Seventh Avenue

New York, NY 10019


An investor should consider the investment objectives, risks, charges, and expenses of each Funds carefully before investing. The prospectus and summary prospectus contain this and other information about the Fund. An investor may obtain the prospectus and summary prospectus by visiting our website at pgim.com/investments or by calling (800) 225-1852. The prospectus and summary prospectus should be read carefully before investing.

 

E-DELIVERY

 

To receive your fund documents online, go to pgim.com/investments/resource/edelivery and enroll. Instead of receiving printed documents by mail, you will receive notification via email when new materials are available. You can cancel your enrollment or change your email address at any time by visiting the website address above.

 

SHAREHOLDER COMMUNICATIONS WITH TRUSTEES

 

Shareholders can communicate directly with the Board of Trustees by writing to the Chair of the Board, PGIM Jennison ETFs, PGIM Investments, Attn: Board of Trustees, 655 Broad Street, Newark, NJ 07102. Shareholders can communicate directly with an individual Trustee by writing to that Trustee at the same address. Communications are not screened before being delivered to the addressee.

 

AVAILABILITY OF PORTFOLIO HOLDINGS

 

On each business day, before commencement of trading on the Exchange, the Fund will disclose on www.pgiminvestments.com the Fund’s portfolio holdings that will form the basis for the Fund’s calculation of NAV at the end of the business day. The Fund files its complete schedule of portfolio holdings with the Securities and Exchange Commission for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The Fund’s Form N-PORT filings are available on the Commission’s website at sec.gov.

Funds:

 

     

ARE NOT INSURED BY THE FDIC OR ANY

FEDERAL GOVERNMENT AGENCY

   MAY LOSE VALUE   

ARE NOT A DEPOSIT OF OR GUARANTEED

BY ANY BANK OR ANY BANK AFFILIATE


LOGO

 

 

PGIM JENNISON ETFS

 

  Fund

   Ticker Symbol

  PGIM Jennison Focused Growth ETF

   PJFG

  PGIM Jennison Focused Value ETF

   PJFV

ETF1009E2