PGIM
Jennison International Opportunities Fund
PROSPECTUS
— December 30, 2022
INVESTMENT
OBJECTIVE
Long-term
growth of capital
|
PGIM
JENNISON INTERNATIONAL OPPORTUNTIES FUND | ||||||
|
A:
PWJAX |
C:
PWJCX |
R:
PWJRX |
Z:
PWJZX |
R2:
PWJBX |
R4:
PWJDX |
R6:
PWJQX |
The
Securities and Exchange Commission
(“SEC”)
has not approved or disapproved the
Fund's
shares, nor has the SEC determined
that
this Prospectus is complete or accurate.
It is
a criminal offense to state otherwise. Mutual
funds are distributed by Prudential
Investment
Management Services LLC,
member
SIPC. Jennison Associates LLC is a
registered
investment adviser. Both are
Prudential
Financial companies. © 2022
Prudential
Financial, Inc. and its related
entities.
Jennison Associates, Jennison, the
Prudential
logo, and the Rock symbol are
service
marks of Prudential Financial, Inc.
and
its related entities, registered in many
jurisdictions
worldwide. |
 |
To enroll
in e-delivery, go to pgim.com/investments/resource/edelivery
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Class
A |
Class
C |
Class
R |
Class
Z |
Class
R2 |
Class
R4 |
Class
R6 |
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Maximum
sales charge (load) imposed on purchases (as a percentage of offering
price) |
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Maximum
deferred sales charge (load) (as a percentage of the lower of the original
purchase
price or the net asset value at redemption) |
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Maximum
sales charge (load) imposed on reinvested dividends and other
distributions |
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Redemption
fee |
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Exchange
fee |
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Maximum
account fee (accounts under $10,000) |
$ |
$ |
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*Investors who purchase $1 million
or more of Class A shares and sell those shares within 12 months of purchase are
also subject to a contingent deferred sales charge (“CDSC”) of 1.00%, although
they are not subject to an initial sales charge. The CDSC is waived for certain
retirement and/or benefit plans.
**Class C shares are
sold with a CDSC of 1.00% on sales made within 12 months of
purchase.
***Direct Transfer
Agent Accounts holding under $10,000 of Class Z shares are subject to the $15
fee.
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|
Class
A |
Class
C |
Class
R |
Class
Z |
Class
R2 |
Class
R4 |
Class
R6 |
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Management
fee |
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Distribution
or distribution and service (12b-1) fees |
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Other
expenses: |
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Shareholder
service fee |
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Remainder
of other expenses |
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Total
annual Fund operating expenses |
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Fee waiver
and/or expense reimbursement |
( |
( |
( |
( |
( |
( |
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Total
annual Fund operating expenses after fee waiver and/or expense
reimbursement(2,3) |
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(1)
“Shareholder
service fee” reflects maximum allowable fees under a shareholder services
plan.
(2)
PGIM
Investments LLC (“PGIM Investments”) has contractually agreed, through February
29, 2024, to reimburse and/or waive fees so that the Fund’s net annual operating
expenses of each share class does not exceed 0.84% of the Fund’s average daily
net assets (exclusive of distribution and service (12b-1) fees, shareholder
service fee, and transfer agency expenses (including sub-transfer agency and
networking fees)), and to limit transfer agency, shareholder servicing,
sub-transfer agency, and blue sky fees, as applicable, to the extent that such
fees cause the net annual operating expenses to exceed 1.34% of average daily
net assets for Class R2 shares or 1.09% of average daily net assets for Class R4
shares. Additionally, PGIM Investments has contractually agreed, through
February 29, 2024, to limit Total Annual Fund Operating Expenses after fee
waivers and/or expense reimbursements to 1.09% of average daily net assets for
Class A shares. PGIM Investments has also contractually agreed to waive and/or
reimburse up to 0.06% of certain other expenses on an annualized basis, through
February 29, 2024, to the extent that the Fund’s total net annual operating
expenses exceed 1.90% of average daily net assets for Class C shares, 1.48% of
average daily net assets for Class R shares, 0.90% of average daily net assets
for Class Z shares, and 0.84% of average daily net assets for Class R6 shares.
The contractual waivers and expense limitation above exclude interest,
brokerage, taxes (such as income and foreign withholding taxes, stamp duty and
deferred tax expenses), acquired fund fees and expenses, extraordinary expenses,
and certain other Fund expenses such as dividend and interest expense and broker
charges on short sales. Where applicable, PGIM Investments
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3
(3)
The
distributor of the Fund has contractually agreed through February 29, 2024 to
reduce its distribution and service (12b-1) fees for Class A and Class R shares
to 0.25% and 0.50%, respectively, of the average daily net assets of the share
class. These waivers may not be terminated prior to February 29, 2024 without
the prior approval of the Fund’s Board of Directors.
|
Share
Class |
1
Year |
3
Years |
5
Years |
10
Years |
|
Class
A |
$ |
$ |
$ |
$ |
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Class
C |
$ |
$ |
$ |
$ |
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Class
R |
$ |
$ |
$ |
$ |
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Class
Z |
$ |
$ |
$ |
$ |
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Class
R2 |
$ |
$ |
$ |
$ |
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Class
R4 |
$ |
$ |
$ |
$ |
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Class
R6 |
$ |
$ |
$ |
$ |
|
Share
Class |
1
Year |
3
Years |
5
Years |
10
Years |
|
Class
A |
$ |
$ |
$ |
$ |
|
Class
C |
$ |
$ |
$ |
$ |
|
Class
R |
$ |
$ |
$ |
$ |
|
Class
Z |
$ |
$ |
$ |
$ |
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Class
R2 |
$ |
$ |
$ |
$ |
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Class
R4 |
$ |
$ |
$ |
$ |
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Class
R6 |
$ |
$ |
$ |
$ |
4
PGIM Jennison
International Opportunities Fund
Visit our website
at www.pgim.com/investments
5
6
PGIM Jennison
International Opportunities Fund
Visit our website
at www.pgim.com/investments
7
 |
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Return
Before Taxes |
One
Year |
Five
Years |
Ten
Years |
Since
Inception |
Inception
Date |
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Class A
shares |
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Class C
shares |
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Class R
shares |
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Class R2
shares |
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Class R4
shares |
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Class R6
shares |
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Class
Z Shares % (as of 12-31-21) | |||||
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Return
Before Taxes |
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Return
After Taxes on Distributions |
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Return
After Taxes on Distributions and Sale of Fund Shares |
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Index
% (reflects no deduction for fees, expenses or taxes) (as of
12-31-21) | |||||
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MSCI All
Country World Index ex-US |
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*Since Inception
returns for the Index are measured from the closest month-end to the inception
date for Class A shares, Class C shares and Class Z
shares.
8
PGIM Jennison
International Opportunities Fund
MANAGEMENT
OF THE FUND
The following
individuals are jointly and primarily responsible for the day-to-day management
of the Fund.
|
Investment
Manager |
Subadviser |
Portfolio
Managers |
Title |
Service
Date |
|
PGIM
Investments LLC |
Jennison
Associates LLC |
Mark
B. Baribeau, CFA |
Managing
Director |
June
2012 |
|
|
|
Thomas
F. Davis |
Managing
Director |
June
2012 |
BUYING
AND SELLING FUND SHARES
|
|
Class
A* |
Class
C* |
Class
R* |
Class
Z* |
Class
R2 |
Class
R4 |
Class
R6 |
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Minimum
initial investment |
$1,000 |
$1,000 |
None |
None |
None |
None |
None |
|
Minimum
subsequent investment |
$100 |
$100 |
None |
None |
None |
None |
None |
*
Certain share classes are generally closed to investments by new group
retirement plans. Please see “How
to Buy, Sell and Exchange Fund Shares—Closure of Certain Share Classes to New
Group Retirement Plans” in the Prospectus for more information.
For Class A and
Class C shares, the minimum initial and subsequent investment for Automatic
Investment Plan purchases is $50. Class R, Class R2, Class R4 and Class R6
shares are generally not available for purchase by individuals. Class Z shares
may be purchased by certain individuals, subject to certain requirements. Please
see “How to Buy, Sell and Exchange Fund Shares—How to Buy Shares—Qualifying for
Class R Shares,”
“—Qualifying for
Class Z Shares,”
“—Qualifying for
Class R2 and Class R4 Shares,” and “—Qualifying for Class R6 Shares” in the
Prospectus for purchase eligibility requirements.
Your financial
intermediary may impose different investment minimums. You can purchase or
redeem shares on any business day that the Fund is open through the Fund's
transfer agent or through servicing agents, including brokers, dealers and other
financial intermediaries appointed by the distributor to receive purchase and
redemption orders. Current shareholders may also purchase or redeem shares
through the Fund's website or by calling (800) 225-1852.
TAX
INFORMATION
Dividends,
Capital Gains and Taxes. The Fund's
dividends and distributions are taxable and will be taxed as ordinary income or
capital gains, unless you are investing through a tax-deferred arrangement, such
as a 401(k) plan or an individual retirement account. Such tax-deferred
arrangements may be taxed later upon withdrawal of monies from those
arrangements.
PAYMENTS
TO FINANCIAL INTERMEDIaries
If you purchase
Fund shares through a financial intermediary such as a broker-dealer, bank,
retirement recordkeeper or other financial services firm, the Fund or its
affiliates may pay the financial intermediary for the sale of Fund shares and/or
for services to shareholders. This may create a conflict of interest by
influencing the financial intermediary or its representatives to recommend the
Fund over another investment. Ask your financial intermediary or representative
or visit your financial intermediary’s website for more information.
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9
MORE ABOUT THE
FUND'S PRINCIPAL AND NON-PRINCIPAL INVESTMENT STRATEGIES, INVESTMENTS AND
RISKS
INVESTMENT
STRATEGIES AND INVESTMENTS
The Fund’s
investment objective is to seek long-term
growth of capital.
Under normal market
conditions, the Fund invests a majority of its net assets in equity and
equity-related securities of non-U.S. companies located in various countries
outside the U.S., including non-U.S. issuers located in emerging markets
(identified by the subadviser as countries classified by MSCI as emerging and
frontier markets). The Fund can invest without limit in foreign securities,
typically invests in a number of different countries, and may invest a
significant portion of its assets in companies located in emerging markets. The
Fund may invest in American Depository Receipts (“ADRs”), American Depositary
Shares (“ADSs”) and similar securities. Because the Fund may invest a large
portion of its assets in a single country or region of the world, the Fund's
investments may be geographically concentrated relative to broad
diversified indexes of international stocks. The Fund may invest in securities
of issuers of any market capitalization size.
Equity and
equity-related securities include, but are not limited to, common stocks,
securities convertible or exchangeable for common stock or the cash value of
common stock, preferred stocks, warrants and rights that can be exercised to
obtain stock, investments in various types of business ventures including
partnerships and business development companies, investments in other mutual
funds, exchange-traded funds (“ETFs”), securities of real estate investment
trusts (“REITs”) and income and royalty trusts, structured securities including
participation notes (“P-Notes”), structured notes (“S-Notes”) and low exercise
price warrants (“LEPWs”) or other similar securities and ADRs and other similar
receipts or shares, in both listed and unlisted form.
The Fund seeks to invest in
companies in the early stages of accelerating growth, with attributes such as
sustainable competitive advantages, the ability to execute a business strategy,
and an appropriate valuation. The subadviser may eliminate or reduce the Fund's
investment in a portfolio holding due to an unfavorable change in that portfolio
holding's fundamentals, such as a weakening financial or competitive position or
a significant change in management or governance issues. The emergence of what
is believed to be a more attractive portfolio candidate may also lead to
eliminating or reducing the weight of a position in the Fund.
The
Fund's investment objective is not a fundamental policy, and therefore may be
changed by the Board without prior shareholder approval.
Equity-Related
Securities
The Fund invests in
equity-related securities. These include securities that may be converted into
or exchanged for common stock or the cash value of common stock—known as
convertible securities—like rights and warrants. Other equity-related securities
in which the Fund may invest include investments in various types of business
ventures, including partnerships and joint ventures and securities of real
estate investment trusts (“REITs”).
Exchange-Traded
Funds
The Fund may invest
in securities of ETFs. Securities of ETFs represent shares of ownership in
either open-end management investment companies or unit investment trusts
(“UITs”). Index-based or passive ETFs hold a portfolio of common stocks or bonds
designed to generally correspond to the price and yield performance of a
specific securities index. ETFs may also be actively managed. ETFs give
investors the opportunity to buy or sell an entire portfolio of stocks in a
single security transaction in a manner similar to buying or selling a share of
stock.
Fixed
Income Obligations
Fixed income
obligations include bonds and notes. Notes are typically issued with two-,
three-, five- or ten-year terms to maturity, whereas bonds may be longer-term
investments issued with terms to maturity of 10 years or more. The Fund may
invest in investment-grade corporate or government obligations. Investment-grade
obligations are rated in one of the top four long-term quality ratings by a
major rating service (such as Baa or better by Moody's Investors Service, Inc.
or BBB or better by S&P Global Ratings).
10
PGIM Jennison
International Opportunities Fund
When-Issued
and Delayed-Delivery Securities
The Fund may
purchase securities, including money market obligations, bonds or other
obligations, on a when-issued, delayed-delivery or forward commitment basis.
When the Fund purchases delayed-delivery securities, the price and interest rate
are fixed at the time of purchase. For both when-issued and delayed-delivery
securities, delivery and payment for the obligations take place at a later time.
The Fund does not earn interest income until the date the obligations are
expected to be delivered.
Short
Sales
The Fund may make
short sales of a security. This means that the Fund may sell a security that it
does not own, which it may do, for example, when the subadviser thinks the value
of the security will decline. The Fund generally borrows the security to deliver
to the buyers in a short sale. The Fund must then replace the borrowed security
by purchasing it at the market price at the time of replacement. The Fund may
make short sales “against the box.” In a short sale against the box, at the time
of sale, the Fund owns or has the right to acquire the identical security at no
additional cost through conversion or exchange of other securities it
owns.
Repurchase
Agreements
The Fund may enter
into repurchase agreements, where a party agrees to sell a security to the Fund
and then repurchases it at an agreed-upon price at a stated time. This creates a
fixed return for the Fund, and is, in effect, a loan by the Fund. Repurchase
agreements are used for cash management purposes only.
Reverse
Repurchase Agreements
The Fund may enter
into reverse repurchase agreements, where the Fund sells a security with an
obligation to repurchase it at an agreed-upon price and time. Reverse repurchase
agreements that involve borrowing to take advantage of investment opportunities,
a practice known as leverage, could magnify losses. If the Fund borrows money to
purchase securities and those securities decline in value, then the value of the
Fund's shares will decline faster than if the Fund were not leveraged. In
addition, interest costs and investment fees relating to leverage may exceed
potential investment gains.
Derivatives
Strategies
Derivatives are financial
instruments whose value depends upon, or is derived from, the value of something
else, such as one or more underlying instruments, indexes or currencies. A
derivative contract will obligate or entitle the Fund to deliver or receive an
asset or cash payment based on the change in value of one or more instruments,
indexes or currencies. The Fund may engage in a variety of transactions using
“derivatives,” such as futures, options, forwards and swaps. Other types of
derivatives in which the Fund may invest include participation notes, low
exercise price warrants or similar instruments. These instruments may be used to
access certain non-U.S. markets, particularly emerging markets. They provide
investors with economic exposure closely correlated with a direct holding in an
individual stock, basket of stocks or equity indices in a single security.
Derivatives may be traded or listed on organized exchanges, or in individually
negotiated transactions with other parties (these are known as
“over-the-counter” derivatives). The Fund may use
derivatives both for hedging purposes (to seek to reduce risk) and for
non-hedging purposes (to seek to increase return consistent with the Fund's
investment objective). The Fund may be limited in its use of derivatives by
rules adopted by the SEC governing derivatives transactions. Although the Fund
has the flexibility to make use of derivatives, it may choose not to for a
variety of reasons, even under very volatile market conditions.
Structured
Securities
Structured securities, including
participation notes, structured notes, low exercise price warrants and other
related instruments purchased by the Fund, are generally privately negotiated
financial instruments where the interest or value of the structured security is
linked to equity securities or equity indices or other instruments or indices
(reference instruments). These instruments may be used to access certain
non-U.S. markets, particularly emerging markets. They provide investors with
economic exposure closely correlated with a direct holding in an individual
stock, basket of stocks or equity indices in a single security. Issuers of
structured securities include corporations and banks.
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Structured
securities differ from debt securities in several aspects. The interest rate or
the principal amount payable upon maturity or redemption may increase or
decrease, depending upon changes in the value of the reference instrument. The
terms of a structured security may provide that, in certain circumstances, no
principal is due at maturity and, therefore, may result in a loss of invested
capital by the Fund. Receipt of the reference instrument is also, in certain
circumstances exchanged upon maturity of the security.
Securities
Lending
Consistent with
applicable regulatory requirements, the Fund may lend portfolio securities with
a value up to 33 1∕3% of its total
assets to brokers, dealers and other financial organizations to earn additional
income. Loans of portfolio securities will be collateralized by cash. Cash
collateral will be invested in an affiliated prime money market
fund.
Investments in
Affiliated and Unaffiliated Funds
The Fund may invest its assets in
affiliated or unaffiliated funds, including exchange-traded funds. The Fund can
invest its free cash balances in short-term bond funds and/or money market funds
to obtain income on short-term cash balances while awaiting attractive
investment opportunities, to provide liquidity in preparation for anticipated
redemptions or for defensive purposes. Such an investment could also allow the
Fund to obtain the benefits of a more diversified portfolio available in the
funds than might otherwise be available through direct investments in those
asset classes, and will subject the Fund to the risks associated with the
particular asset class. The investment results of the portions of the Fund’s
assets invested in the other funds will be based in the investment results of
the other funds. As a shareholder in other funds,
the Fund will pay its proportional share of the expenses of the other
funds.
The affiliated short-term bond
funds and certain affiliated money market funds do not pay a management fee to
the investment manager, since the investment manager only receives reimbursement
for its expenses. Thus, shareholders of the Fund are not paying management fees
for both the Fund and the affiliated short-term bond funds and money market
funds.
To the extent the Fund serves as an
underlying investment for other registered funds, the Fund may be prohibited
from investing in certain registered funds and private funds.
Temporary
Defensive Investments
In response to
adverse market, economic or political conditions, the Fund may take a temporary
defensive position and invest up to 100% of its investable assets in money
market instruments, including short-term obligations of, or securities
guaranteed by, the U.S. Government, its agencies or instrumentalities, or in
high-quality obligations of U.S. or non-U.S. banks and corporations, and may
hold up to 100% of its investable assets in cash or cash equivalents. Although
the subadviser has the ability to take defensive positions, it may choose not to
do so for a variety of reasons, even during volatile market conditions.
Investing heavily in these securities is inconsistent with and limits the Fund's
ability to achieve its investment objective, but may help to preserve the Fund's
assets.
Other
Investments
In addition to the
strategies and securities discussed above, the Fund may use other strategies or
invest in other types of securities as described in the Statement of Additional
Information (“SAI”). The Fund might not use all of the strategies or invest in
all of the types of securities as described in the Prospectus or in the
SAI.
The table below
summarizes the investment limits applicable to the Fund’s principal investment
strategies and certain non-principal investment strategies.
|
Principal
Strategies: Investment Limits |
|
◾Investments
in Foreign Securities (including emerging markets): No
limit |
|
Certain
Non-Principal Strategies: Investment Limits |
|
◾Money
Market Instruments: Up to 100% of investable assets on a temporary basis
◾Derivatives:
Up to 25% of net assets (subject to the Fund's operation under the
requirements of Rule 18f-4 under the
Investment
Company Act of 1940) |
12
PGIM Jennison
International Opportunities Fund
|
Certain
Non-Principal Strategies: Investment Limits |
|
◾Illiquid
Investments: Up to 15% of net assets ◾Short
Sales (excluding short sales “against-the-box”):
Up to 25% of net assets |
RISKS
OF INVESTING IN THE FUND
The order of the
below risk factors does not indicate the significance of any particular risk
factor.
Country
Risk.
Changes in the business environment may adversely affect operating profits or
the value of assets in a specific country. For example, financial factors such
as currency controls, devaluation or regulatory changes or stability factors
such as mass riots, civil war and other potential events may contribute to
companies’ operational risks.
Credit
Risk. This is the risk
that the issuer, the guarantor or the insurer of a fixed income security, or the
counterparty to a contract, may be unable or unwilling to make timely principal
and interest payments, or to otherwise honor its obligations. Additionally,
fixed income securities could lose value due to a loss of confidence in the
ability of the issuer, guarantor, insurer or counterparty to pay back debt. The
lower the credit quality of a bond, the more sensitive it is to credit
risk.
Currency
Risk.
The Fund's net asset value could decline as a result of changes in exchange
rates, which could adversely affect the Fund’s investments in currencies, or in
securities that trade in, and receive revenues related to, currencies, or in
derivatives that provide exposure to currencies. Certain foreign countries may
impose restrictions on the ability of issuers of foreign securities to make
payment of principal and interest or dividends to investors located outside the
country, due to blockage of foreign currency exchanges or
otherwise.
Cyber
Security Risk. Failures or
breaches of the electronic systems of the Fund, the Fund's manager, subadviser,
distributor, and other service providers, or the issuers of securities in which
the Fund invests have the ability to cause disruptions and negatively impact the
Fund's business operations, potentially resulting in financial losses to the
Fund and its shareholders. While the Fund has established business continuity
plans and risk management systems seeking to address system breaches or
failures, there are inherent limitations in such plans and systems. Furthermore,
the Fund cannot control the cyber security plans and systems of the Fund's
service providers or issuers of securities in which the Fund
invests.
Debt Obligations
Risk. Debt obligations
are subject to credit risk, market risk and interest rate risk. The Fund's
holdings, share price, yield and total return may also fluctuate in response to
bond market movements. The value of bonds may decline for issuer-related
reasons, including management performance, financial leverage and reduced demand
for the issuer’s goods and services. Certain types of fixed income obligations
also may be subject to “call and
redemption risk,” which is the risk that the issuer
may call a bond held by the Fund for redemption before it matures and the Fund
may not be able to reinvest at the same rate of interest and therefore would
earn less income.
Derivatives
Risk. Derivatives
involve special risks and costs and may result in losses to the Fund. The
successful use of derivatives requires sophisticated management, and, to the
extent that derivatives are used, the Fund will depend on the subadviser’s
ability to analyze and manage derivatives transactions. The prices of
derivatives may move in unexpected ways, especially in abnormal market
conditions. Some derivatives are “leveraged” or may create economic leverage for
the Fund and therefore may magnify or otherwise increase investment losses to
the Fund. The Fund's use of derivatives may also increase the amount of taxes
payable by shareholders.
Other risks arise from the
potential inability to terminate or sell derivatives positions. A liquid
secondary market may not always exist for the Fund's derivatives positions. In
fact, many over-the-counter derivative instruments will not have liquidity
beyond the counterparty to the instrument. Over-the-counter derivative
instruments also involve the risk that the other party will not meet its
obligations to the Fund. The use of derivatives also exposes the Fund to
operational issues, such as documentation and settlement issues, systems
failures, inadequate control and human error.
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13
Derivatives may also involve legal
risks, such as insufficient documentation, the lack of capacity or authority of
a counterparty to execute or settle a transaction, and the legality and
enforceability of derivatives contracts. The U.S. Government and foreign
governments have adopted (and may adopt further) regulations governing
derivatives markets, including mandatory clearing of certain derivatives, margin
and reporting requirements and risk exposure limitations. Regulation of
derivatives may make derivatives more costly, limit their availability or
utility to the Fund, or otherwise adversely affect their performance or disrupt
markets.
Economic and
Market Events Risk.
Events in the U.S. and global financial markets, including actions taken by the
U.S. Federal Reserve or foreign central banks to stimulate or stabilize economic
growth or the functioning of the securities markets, 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.
Emerging
Markets Risk. The risks of
foreign investments are greater for investments in or exposed to emerging
markets. Emerging market countries typically have economic and political systems
that are less fully developed, and can be expected to be less stable, than those
of more developed countries. For example, the economies of such countries can be
subject to rapid and unpredictable rates of inflation or deflation. Low trading
volumes may result in a lack of liquidity and price volatility. Emerging market
countries may have policies that restrict investment by non-U.S. investors, or
that prevent non-U.S. investors from withdrawing their money at
will.
The Fund may invest
in some emerging markets that subject it to risks such as those associated with
illiquidity, custody of assets, different settlement and clearance procedures
and asserting legal title under a developing legal and regulatory regime to a
greater degree than in developed markets or even in other emerging
markets.
Risks
of Investments in China A-shares through the Stock Connect Program. The Fund may invest
in China A-shares of certain Chinese companies through the Shanghai-Hong Kong
Stock Connect and/or the Shenzhen-Hong Kong Stock Connect program (“Connect
Program”). Trading through the Connect Program is subject to a number of
restrictions that may affect the Fund’s investments and returns. For example,
the Connect Program is subject to quota limitations and an investor cannot
purchase and sell the same security on the same trading day, which may restrict
the Fund’s ability to invest in China A-shares through the Connect Program and
to enter into or exit trades on a timely basis. Investments made through the
Connect Program are subject to trading, clearance and settlement procedures that
subject the Fund to additional risks. In the event that the relevant systems
fail to function properly, trading in China A-shares through the Connect Program
could be disrupted.
Equity
and Equity-Related Securities Risk. Equity and
equity-related securities may be subject to changes in value, and their values
may be more volatile than those of other asset classes. In addition to an
individual security losing value, the value of the equity markets or a sector in
which the Fund invests could go down. Different parts of a market can react
differently to adverse issuer, market, regulatory, political and economic
developments.
Exchange-Traded
Funds (“ETFs”) Risk. Investing in
securities issued by ETFs involves risks similar to those of investing directly
in the securities and other assets held by the ETF. Unlike shares of typical
mutual funds, shares of ETFs are generally traded on an exchange throughout a
trading day and bought and sold based on market values and not at net asset
value. For this reason, shares could trade at either a premium or discount to
net asset value, which may be substantial during periods of market stress. The
trading price of an index-based ETF is expected to (but may not) closely track
the net asset value of the ETF, and the Fund will generally gain or lose value
consistent with the performance of the ETF’s portfolio securities. The Fund will
pay brokerage commissions in connection with the purchase and sale of shares of
ETFs. In addition, the Fund will indirectly bear its pro rata share of the fees
and expenses incurred by an ETF (including ETFs managed by the Manager or the
subadviser(s)) in which it invests, including advisory fees (to the extent not
offset by the Manager through waivers). These expenses are in addition to the
advisory and other expenses that the Fund bears directly in connection with its
own operations. An index-based ETF may not replicate exactly the performance of
the benchmark index it seeks to track for a number of reasons, including
transaction costs incurred by the ETF, the temporary unavailability of certain
index securities in the secondary market
14
PGIM Jennison
International Opportunities Fund
or discrepancies
between the ETF and the index with respect to the weighting of securities or the
number of securities held. Investments in ETFs are subject to the risk that the
listing exchange may halt trading of an ETF’s shares, in which case the Fund
would be unable to sell its ETF shares unless and until trading is
resumed.
Foreign
Securities Risk. Investments in
securities of non-U.S. issuers (including those denominated in U.S. dollars) may
involve more risk than investing in securities of U.S. issuers. Foreign
political, economic and legal systems, especially those in developing and
emerging market countries, may be less stable and more volatile than in the
United States. Foreign legal systems generally have fewer regulatory
requirements than the U.S. legal system, particularly those of emerging markets.
In general, less information is publicly available with respect to non-U.S.
companies than U.S. companies. Non-U.S. companies generally are not subject to
the same accounting, auditing, and financial reporting standards as are U.S.
companies. Additionally, the changing value of foreign currencies and changes in
exchange rates could also affect the value of the assets the Fund holds and the
Fund's performance. Certain foreign countries may impose restrictions on the
ability of issuers of foreign securities to make payment of principal and
interest or dividends to investors located outside the country, due to blockage
of foreign currency exchanges or otherwise. Investments in emerging markets are
subject to greater volatility and price declines.
In addition, the
Fund's investments in non-U.S. securities may be subject to the risks of
nationalization or expropriation of assets, imposition of currency exchange
controls or restrictions on the repatriation of non-U.S. currency, confiscatory
taxation and adverse diplomatic developments. Special U.S. tax considerations
may apply.
Geographic
Concentration Risk. The Fund’s
performance may be closely tied to the market, economic, political, regulatory
or other conditions in the countries or regions in which the Fund invests. This
can result in more pronounced risks based upon conditions that impact one or
more countries or regions more or less than other countries or
regions.
Growth
Style Risk. The Fund's growth
style may subject the Fund to above-average fluctuations as a result of seeking
higher than average capital growth. Historically, growth stocks have performed
best during later stages of economic expansion and value stocks have performed
best during periods of economic recovery. Since the Fund follows a growth
investment style, there is the risk that the growth investment style may be out
of favor for long periods of time. At times when the style is out of favor, the
Fund may underperform the market in general, its benchmark and other mutual
funds.
Increase
in Expenses Risk. Your actual cost
of investing in the Fund may be higher than the expenses shown in the expense
table for a variety of reasons. For example, expense ratios may be higher than
those shown if average net assets decrease. Net assets are more likely to
decrease and Fund expense ratios are more likely to increase when markets are
volatile. Active and frequent trading of Fund securities can increase
expenses.
Interest Rate
Risk. The value of
your investment may go down when interest rates rise. A rise in rates tends to
have a greater impact on the prices of longer term or duration debt securities.
Similarly, a rise in interest rates may also have a greater negative impact on
the value of equity securities whose issuers expect earnings further out in the
future. For example, a fixed income security with a duration of three years is
expected to decrease in value by approximately 3% if interest rates increase by
1%. This is referred to as “duration
risk.”
When interest rates
fall, the issuers of debt obligations may prepay principal more quickly than
expected, and the Fund may be required to reinvest the proceeds at a lower
interest rate. This is referred to as “prepayment
risk.” When interest
rates rise, debt obligations may be repaid more slowly than expected, and the
value of the Fund's holdings may fall sharply. This is referred to as
“extension
risk.” The Fund may lose money if
short-term or long-term interest rates rise sharply or in a manner not
anticipated by the subadviser.
Investments
in China Risk. Investments in
China subject the Fund to risks specific to China and may make it more volatile
than other funds. Over the last few decades, the Chinese government has
undertaken reform of economic and market practices and has expanded the sphere
of private ownership of property in China. However, Chinese markets generally
continue to experience inefficiency, volatility and pricing anomalies resulting
from governmental influence, a lack of publicly available information and/or
political and social instability. Internal social unrest or confrontations with
Visit our website
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15
other neighboring
countries, including military conflicts in response to such events, may also
disrupt economic development in China and result in a greater risk of currency
fluctuations, currency non-convertibility, interest rate fluctuations and higher
rates of inflation.
China has
experienced security concerns, such as terrorism and strained international
relations. Incidents involving China's or the region's security may cause
uncertainty in Chinese markets and may adversely affect the Chinese economy and
the Fund's investments. Export growth continues to be a major driver of China's
rapid economic growth. Reduction in spending on Chinese products and services,
institution of additional tariffs or other trade barriers, including as a result
of heightened trade tensions between China and the U.S., or a downturn in any of
the economies of China's key trading partners may have an adverse impact on the
Chinese economy or the Fund. For example, a series of executive orders issued
between November 2020 and June 2021 prohibit the Fund from investing in certain
companies identified by the U.S. government as “Chinese Military Industrial
Complex Companies.” The restrictions in these executive orders may force the
subadviser to sell certain positions and may restrict the Fund from future
investments the subadviser deems otherwise attractive.
Chinese companies,
including Chinese companies that are listed on U.S. exchanges, are not subject
to the same degree of regulatory requirements, accounting standards or auditor
oversight as companies in more developed countries, and as a result, information
about the Chinese securities in which the Fund invests may be less reliable or
complete. There may be significant obstacles to obtaining information necessary
for investigations into or litigation against Chinese companies and shareholders
may have limited legal remedies.
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.
Certain of these
entities may use predetermined, nondiscretionary mathematical formulas in their
investment process that may result in large-scale asset flows into and out of
the Fund. These shareholders may also pledge or loan Fund shares (to secure
financing or otherwise), which may result in the shares becoming concentrated in
another party. There is a risk that such large shareholders or that the Fund’s
shareholders generally may redeem all or a substantial portion of their
investments in the Fund in a short period of time, which could have a
significant negative impact on the Fund’s NAV, liquidity, and brokerage costs.
Such redemptions may cause the Fund to have to sell securities at inopportune
times or prices. These transactions may adversely affect the Fund’s performance
and increase transaction costs. In addition, large redemption requests may
exceed the cash balance of the Fund and result in credit line borrowing fees
and/or overdraft charges to the Fund until the sales of portfolio securities
necessary to cover the redemption request settle. To the extent a large
shareholder in the Fund is an entity subject to domestic and/or international
regulations governing banking, insurance,
or
other financial institutions, changes in those regulations (e.g., capital
requirements) or in the shareholder’s financial status may cause or require the
shareholder to redeem its investment in the Fund when it otherwise would not
choose to redeem that investment. It is also possible that a significant
redemption could result in an increase in Fund expenses on account of being
spread over a smaller asset base, and therefore make it more difficult for the
Fund to implement its investment strategy. Large redemptions could also result
in tax consequences to shareholders. The Fund’s ability to pursue its investment
objective after one or more large scale redemptions may be impaired and, as a
result, the Fund may invest a larger portion of its assets in cash or cash
equivalents.
Liquidity
Risk.
Liquidity risk is the risk that the Fund could not meet requests to redeem
shares issued by the Fund without significant dilution of remaining investors'
interests in the Fund. The Fund may invest in instruments that trade in lower
volumes and are more illiquid than other investments. If the Fund is forced to
sell these investments to pay redemption proceeds or for other reasons, the Fund
may lose money. In addition, when there is no willing buyer and investments
cannot be readily sold at the desired time or price, the Fund may have to accept
a lower price or may not be able to sell the instrument at all. An inability to
sell a portfolio position can adversely affect the Fund's value or prevent the
Fund from being able to take advantage of other investment
opportunities.
16
PGIM Jennison
International Opportunities Fund
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’s 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
Capitalization Risk. The Fund may
invest in companies of any market capitalization. Generally, the stock prices of
small- and mid-cap companies are less stable than the prices of large-cap stocks
and may present greater risks. Large capitalization companies as a group could
fall out of favor with the market, causing the Fund to underperform compared to
investments that focus on smaller capitalized companies.
Market
Disruption and Geopolitical Risks. 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 may continue to have an impact on
the Fund’s investments and net asset value and have led and may continue to lead
to increased market volatility and the potential for illiquidity in certain
classes of securities and sectors of the market. They have also had and may
continue to result in periods of business disruption, business closures,
inability to obtain raw materials, supplies and component parts, and reduced or
disrupted operations for the issuers in which the Fund invests. 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.
Master
Limited Partnerships Risk. The risks of
investing in an MLP are generally those involved in investing in a partnership
as opposed to a corporation. For example, state law governing partnerships is
often less restrictive than state law governing corporations. Accordingly, there
may be fewer protections afforded investors in an MLP than investors in a
corporation. Investments held by MLPs may be relatively illiquid, limiting the
MLPs’ ability to vary their portfolios promptly in response to changes in
economic or other conditions. MLPs may have limited financial resources, their
securities may trade infrequently and in limited volume, and they may be subject
to more abrupt or erratic price movements than securities of larger or more
broadly-based companies. The Fund’s investment in MLPs also subjects the Fund to
the risks associated with the specific industry or industries in which the MLPs
invest, risks related to limited control and limited rights to vote on matters
affecting the MLP, risks related to potential conflicts of interest between the
MLP and the MLP’s general partner, cash flow risks, dilution risks and risks
related to the general partner’s right to require unit-holders to sell their
common units at an undesirable time or price. MLPs are generally considered
interest-rate sensitive investments. During periods of interest rate volatility,
these investments may not provide attractive
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17
returns. Since MLPs
generally conduct business in multiple states, the Fund may be subject to income
or franchise tax in each of the states in which the partnership does business.
The additional cost of preparing and filing the tax returns and paying the
related taxes may adversely impact the Fund’s return on its investment in
MLPs.
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.
Real
Estate Investment Trust (“REIT”) Risk. Investing in REITs
involves certain unique risks in addition to those risks associated with
investing in the real estate industry in general. REITs may be affected by
changes in the value of the underlying property owned by the REITs, while
mortgage REITs may be affected by the quality of any credit extended. REITs are
dependent upon management skills, may not be diversified geographically or by
property/mortgage asset type, and are subject to heavy cash flow dependency,
default by borrowers and self-liquidation. REITs may be more volatile and/or
more illiquid than other types of equity securities. REITs (especially mortgage
REITs) are subject to interest rate risks. REITs may incur significant amounts
of leverage. The Fund will indirectly bear a portion of the expenses, including
management fees, paid by each REIT in which it invests, in addition to the
expenses of the Fund.
REITs must also
meet certain requirements under the Internal Revenue Code of 1986, as amended
(the “Code”) to avoid entity level tax and be eligible to pass-through certain
tax attributes of their income to shareholders. REITs are consequently subject
to the risk of failing to meet these requirements for favorable tax treatment
and of failing to maintain their exemptions from registration under the
Investment Company Act of 1940. REITs are subject to the risks of changes in the
Code affecting their tax status.
Repurchase
Agreements Risk. Repurchase
agreements could involve certain risks in the event of default or insolvency of
the seller, including losses and possible delays or restrictions upon the Fund’s
ability to dispose of the underlying securities. To the extent that, in the
meantime, the value of the securities that the Fund has purchased has decreased,
the Fund could experience a loss.
Reverse
Repurchase Agreements Risk. Reverse repurchase
agreements involve the risk that the other party may fail to return the
securities in a timely manner or at all. The Fund could lose money if it is
unable to recover the securities and the value of the collateral held by the
Fund, including the value of investments made with cash collateral, is less than
the value of the securities. These events could also trigger adverse tax
consequences to the Fund. Reverse repurchase agreements also involve leverage,
which may exaggerate the increase or decrease of the value of the Fund’s assets
during the term of the agreement.
Securities
Lending Risk. Securities
lending involves the risk that the borrower may fail to return the securities in
a timely manner or at all. As a result, the Fund may lose money and there may be
a delay in recovering the loaned securities. Additionally, losses could result
from the reinvestment of collateral received on loaned securities in investments
that decline in value, default, or do not perform as well as expected. The
affiliated prime money market fund in which cash collateral generally is
invested may impose liquidity fees or temporary gates on redemptions if its
weekly liquid assets fall below a designated threshold. If this were to occur,
the Fund may lose money on its investment of cash collateral in the affiliated
prime money market fund, or the Fund may not be able to redeem its investment of
cash collateral in the affiliated prime money market fund, which might cause the
Fund to liquidate other holdings in order to return the cash collateral to the
borrower upon termination of a securities loan. These events could trigger
adverse tax consequences for the Fund.
18
PGIM Jennison
International Opportunities Fund
Short Sales
Risk. Short sales
involve costs and risks. The Fund must pay the lender interest on the security
it borrows, and the Fund will lose money to the extent that the price of the
security increases between the time of the short sale and the date when the Fund
replaces the borrowed security. Although the Fund’s gain is limited to the price
at which it sold the securities short, its potential loss is limited only by the
maximum attainable price of the securities, less the price at which the security
was sold and may, theoretically, be unlimited. The Fund may also make short
sales “against the box.” When selling short against the box, the Fund gives up
the opportunity for capital appreciation in the security.
Structured
Products Risk. Holders of
structured product securities bear risks of the underlying investments, index or
reference obligation. Certain structured products may be thinly traded or have a
limited trading market, and as a result may be characterized as illiquid. The
possible lack of a liquid secondary market for structured securities and the
resulting inability of the Fund to sell a structured security could expose the
Fund to losses and could make structured securities more difficult for the Fund
to value accurately, which may also result in additional costs. Structured
products are also subject to credit risk; the assets backing the structured
product may be insufficient to pay interest or principal. In addition to the
general risks associated with investments in fixed income, structured products
carry additional risks, including, but not limited to: the possibility that
distributions from collateral securities will not be adequate to make interest
or other payments; the quality of the collateral may decline in value or
default; and the possibility that the structured products are subordinate to
other classes. Structured securities are generally privately negotiated debt
obligations where the principal and/or interest or value of the structured
security is determined by reference to the performance of a specific asset,
benchmark asset, market or interest rate (“reference instrument”), and changes
in the reference instrument or security may cause significant price
fluctuations, or could cause the interest rate on the structured security to be
reduced to zero. Holders of structured products indirectly bear risks associated
with the reference instrument, are subject to counterparty risk and typically do
not have direct rights against the reference instrument. Structured products may
also entail structural complexity and documentation risk and there is no
guarantee that the courts or administrators will interpret the priority of
principal and interest payments as expected.
Warrants
and Rights Risk. If the underlying
stock price does not rise above the exercise price before the warrant expires, a
warrant generally expires without value and the Fund loses any amount paid for
the warrant. Warrants may trade in the same markets as their underlying stock;
however, the price of a warrant may not move with the price of the underlying
stock. Failing to exercise subscription rights to purchase common stock would
dilute the Fund’s interest in the issuing company. The market for such rights is
not well developed, and the Fund may not always realize full value on the sale
of rights.
When-Issued
and Delayed-Delivery Transactions Risk. When-issued and
delayed-delivery securities involve the risk that the security the Fund buys
will lose value prior to its delivery. There also is the risk that the security
will not be issued or that the other party to the transaction will not meet its
obligation. If this occurs, the Fund may lose both the investment opportunity
for the assets it set aside to pay for the security and any gain in the
security’s price.
Please note that,
in addition to the risks discussed above, there are many other factors that may
impact the Fund’s ability to achieve its investment objective and which could
result in a loss of all or a part of your investment.
More information
about the Fund’s investment strategies and risks appears in the SAI.
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19
HOW THE FUND IS
MANAGED
BOARD
OF DIRECTORS
The Fund is
overseen by a Board of Directors (hereafter referred to as “Directors,” or the
“Board”). The Board oversees the actions of the Manager, subadviser and
distributor and decides on general policies. The Board also oversees the Fund's
officers, who conduct and supervise the daily business operations of the
Fund.
MANAGER
PGIM
Investments LLC (“PGIM Investments”)
655 Broad Street
Newark, NJ 07102-4410
655 Broad Street
Newark, NJ 07102-4410
Under a management agreement with
the Fund, PGIM Investments manages the Fund's investment operations and
administers its business affairs and is responsible for supervising the Fund's
subadviser. For the fiscal year ended October 31, 2022, the Fund paid PGIM
Investments management fees (net of waivers, as applicable) at the effective
rate of 0.81% of the Fund’s average daily net assets.
PGIM Investments and its
predecessors have served as a manager or administrator to investment companies
since 1987. As of November 30, 2022, PGIM Investments, a wholly-owned subsidiary
of Prudential, served as the investment manager to all of the Prudential U.S.
and offshore open-end investment companies, and as the manager or administrator
to closed-end investment companies, with aggregate assets of approximately
$295.2 billion.
Subject to the
supervision of the Board, PGIM Investments is responsible for conducting the
initial review of prospective subadvisers for the Fund. In evaluating a
prospective subadviser, PGIM Investments considers many factors, including the
firm's experience, investment philosophy and historical performance. Subject to
the Board’s oversight, PGIM Investments is also responsible for monitoring the
performance of the Fund's subadviser and recommending its termination and
replacement when deemed appropriate. PGIM Investments may provide a subadviser
with additional investment guidelines consistent with the Fund's investment
objective and restrictions.
PGIM Investments
and the Fund operate under an exemptive order (the “Order”) from the SEC that
generally permits PGIM Investments to enter into or amend agreements with
unaffiliated subadvisers and certain subadvisers that are affiliates of PGIM
Investments without obtaining shareholder approval. This authority is subject to
certain conditions, including the requirement that the Board must approve any
new or amended agreements with a subadviser. Shareholders of the Fund still have
the right to terminate these agreements at any time by a vote of the majority of
the outstanding shares of the Fund. The Fund will notify shareholders of any new
subadvisers engaged or material amendments to subadvisory agreements made
pursuant to the Order. Any new subadvisory agreement or amendment to the Fund’s
management agreement or current subadvisory agreement that directly or
indirectly results in an increase in the aggregate management fee rate payable
by the Fund will be submitted to the Fund’s shareholders for their approval.
PGIM Investments does not currently intend to retain unaffiliated
subadvisers.
A discussion of the
basis for the Board's approvals of the management and subadvisory agreements is
available in the Fund's Annual Report to shareholders dated October
31.
SUBADVISER
Jennison
Associates LLC (“Jennison”) is a wholly-owned subsidiary of
PGIM, Inc., which is an indirect wholly-owned subsidiary of Prudential
Financial, Inc. Its address is 466 Lexington Avenue, New York, New York 10017.
PGIM Investments has responsibility for all investment advisory services,
supervises Jennison and pays Jennison for its services. As of November 30, 2022,
Jennison managed in excess of $174.5 billion in assets. Jennison (including its
predecessor, Jennison Associates Capital Corp.) is a registered investment
adviser founded in 1969.
PORTFOLIO
MANAGERS
Mark
B. Baribeau, CFA, and Thomas
F. Davis are the portfolio
managers of the Fund and are jointly and primarily responsible for the
day-to-day management of the Fund.
20
PGIM Jennison
International Opportunities Fund
Mark B.
Baribeau, CFA, is a
Managing Director, the Head of Global Equity, and a global, international and emerging markets
equity portfolio manager. He joined Jennison in April 2011. He was previously
with Loomis, Sayles & Company for more than 21 years, where he was a global
equity and large cap growth portfolio manager. Prior to Loomis, Mr. Baribeau was
an economist at John Hancock Financial Services. He earned a BA in economics
from the University of Vermont, an MA from the University of Maryland, and he
holds the Chartered Financial Analyst (CFA) designation. Mr. Baribeau is a
member of CFA Society Boston and the National Association of Business
Economists.
Thomas F. Davis
is a Managing Director
and a global and international equity portfolio manager. He joined Jennison in
April 2011. He was previously with Loomis, Sayles & Company for 11 years,
most recently as a co-portfolio manager of global equity portfolios. He began
his tenure at Loomis as a research analyst. Prior to that, Mr. Davis was a
global equity research analyst at Putnam Investments. He earned a BA in
economics from Dartmouth College and an MBA from Duke University.
The portfolio
managers for the Fund are supported by other Jennison portfolio managers,
research analysts and investment professionals. Team members conduct research,
make securities recommendations and support the portfolio managers in all
activities. Members of the team may change from time to time.
Additional
information about portfolio manager compensation, other accounts managed, and
portfolio manager ownership of Fund securities may be found in the
SAI.
DISTRIBUTOR
Prudential Investment Management
Services LLC (“PIMS” or the “Distributor”) distributes each class of the Fund's
shares under a Distribution Agreement with the Fund. The Fund has Distribution
and Service Plans (the “Plans”) pursuant to Rule 12b-1 under the Investment
Company Act of 1940, as amended (the “1940 Act”),
applicable to certain of the Fund's shares. Under the Plans and the Distribution
Agreement, the Distributor pays the expenses of distributing the shares of all
share classes of the Fund. The Distributor also provides certain shareholder
support services. Under the Plans, certain classes of the Fund pay distribution
and other fees to the Distributor as compensation for its services. These
fees—known as 12b-1 fees—are set forth in the “Fund Fees and Expenses”
tables.
Because these fees
are paid from the Fund's assets on an ongoing basis, over time these fees will
increase the cost of your investment and may cost you more than paying other
types of sales charges.
DISCLOSURE
OF PORTFOLIO HOLDINGS
The Fund's policies
and procedures with respect to the disclosure of the Fund's portfolio securities
are described in the Fund's SAI and on the Fund's website at www.pgim.com/investments.
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21
FUND
DISTRIBUTIONS AND TAX ISSUES
DISTRIBUTIONS
The Fund
distributes dividends to shareholders
out of any net investment income. For example, if the Fund owns ACME Corp. stock
and the stock pays a dividend, the Fund will pay out a portion of this dividend
to its shareholders, assuming the Fund's income is more than its costs and
expenses. The dividends you receive from the Fund will be subject to taxation
whether or not they are reinvested in the Fund, unless your shares are held in a
qualified or tax-deferred plan or account.
The Fund also
distributes any net realized capital
gains
to shareholders. Capital gains are generated when the Fund sells its assets for
a profit. For example, if the Fund bought 100 shares of ACME Corp. stock for a
total of $1,000 and more than one year later sold the shares for a total of
$1,500, the Fund has net long-term capital gains of $500, which it will pass on
to shareholders (assuming the Fund's remaining total gains are greater than any
losses it may have).
For your
convenience, the Fund's distributions of dividends and net capital gains are
automatically
reinvested in the Fund
without any sales charge. If you ask us to pay the distributions in cash, we
will send you a check if your account is with Prudential Mutual Fund Services
LLC (“PMFS” or the “Transfer Agent”). Otherwise, if your account is with a
broker, you will receive a credit to your account. Either way, the distributions
may be subject to income taxes unless your shares are held in a qualified or
tax-deferred plan or account. If your distribution check(s) remains uncashed for
more than six months, your check(s) may be invested in additional shares of the
Fund at the next net asset value (“NAV”) calculated on the day of the
investment. For more information about automatic reinvestment and other
shareholder services, see “Additional Shareholder Services” in the next
section.
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* |
|
|
Net
Investment Income |
Annually |
|
Short-Term
Capital Gains |
Annually |
|
Long-Term
Capital Gains |
Annually |
*Under certain
circumstances, the Fund may make more than one distribution of short-term and/or
long-term capital gains during a fiscal year.
TAX
ISSUES
Investors who buy
Fund shares should be aware of some important tax issues. For example, the Fund
distributes dividends of net investment income and realized net capital gains,
if any, to shareholders. Fund distributions and gain from the sale of Fund
shares are subject to federal income taxes, unless you hold your shares in a
401(k) plan, an Individual Retirement Account (“IRA”) or some other qualified or
tax-deferred plan or account. Dividends and distributions from the Fund also may
be subject to state and local income tax in the state where you
live.
The following
briefly discusses some of the important income tax issues you should be aware
of, but is not meant to be tax advice. For tax advice, please speak with your
tax adviser.
Fund
Distributions
Fund distributions
of net capital gains are taxed differently depending on how long the Fund holds
the security. If the Fund holds a security for more than one year before selling
it, any gain is treated as long-term
capital gain which
is generally taxed at rates of up to 15% or 20% for non-corporate U.S.
shareholders, depending on whether their incomes exceed certain threshold
amounts, which are adjusted annually for inflation. If the Fund holds the
security for one year or less, any gain is treated as short-term
capital gain, which
is taxed at rates applicable to ordinary income, subject to a maximum tax rate
of 37%. Different rates apply to corporate shareholders.
22
PGIM Jennison
International Opportunities Fund
Dividends from net
investment income paid to a non-corporate U.S. shareholder that are reported as
qualified dividend income will generally be taxable to such shareholder at the
long-term capital gain tax rate. Dividends of net investment income that are not
reported as qualified dividend income will be taxable to shareholders at
ordinary income rates. Also, a portion of the dividends paid to corporate
shareholders of the Fund will be eligible for the dividends received deduction
to the extent the Fund’s income is derived from certain dividends received from
U.S. corporations. Between 2018 and 2025, the Fund may report dividends eligible
for a 20% “qualified business income” deduction for non-corporate U.S.
shareholders to the extent the Fund’s income is derived from ordinary REIT
dividends, reduced by allocable Fund expenses.
A U.S. shareholder
that is an individual, estate or certain type of trust is subject to a 3.8%
Medicare contribution tax on the lesser of (1) the U.S. shareholder’s “net
investment income,” including Fund distributions and net gains from the
disposition of Fund shares, and (2) the excess of the U.S. shareholder’s
modified adjusted gross income for the taxable year over $200,000 (or $250,000
for married couples filing jointly). For this purpose, net investment income
includes interest, dividends, annuities, royalties, capital gain and income from
a passive activity business or a business of trading in financial instruments or
commodities.
Form
1099
For every year the
Fund declares a dividend, you will receive a Form 1099, which reports the amount
of ordinary income distributions and long-term capital gains we distributed to
you during the prior year unless you own shares of the Fund as part of a
qualified or tax-deferred plan or account. If you do own shares of the Fund as
part of a qualified or tax-deferred plan or account, your taxes are deferred, so
you will not receive a Form 1099 annually, but instead you will receive a Form
1099 when you take any distribution from your qualified or tax-deferred plan or
account.
Fund distributions
are generally taxable to you in the calendar year in which they are received,
except when we declare certain dividends and distributions in the fourth
quarter, with a record date in such quarter, and actually pay them in January of
the following year. In such cases, the dividends and distributions are treated
as if they were paid on December 31st of the prior year.
Cost
Basis Reporting
Mutual funds must
report cost basis information to you and the IRS when you sell or exchange
shares acquired on or after January 1, 2012 in your non-retirement accounts. The
cost basis regulations do not affect retirement accounts, money market funds,
and shares acquired before January 1, 2012. The cost basis regulations also
require mutual funds to report whether a gain or loss is short-term (shares held
one year or less) or long-term (shares held more than one year) for all shares
acquired on or after January 1, 2012 that are subsequently sold or exchanged.
The Transfer Agent is not required to report cost basis information on shares
acquired before January 1, 2012. However, in most cases the Transfer Agent will
provide this information to you as a service.
Withholding
Taxes
If federal tax law
requires you to provide the Fund with your taxpayer identification number and
certifications as to your tax status and you fail to do this, or if you are
otherwise subject to backup withholding, we will withhold and pay to the U.S.
Treasury a portion of your distributions and sale proceeds, based on the backup
withholding rate.
Taxation
of Non-U.S. Shareholders
For a discussion
regarding the taxation of non-U.S. shareholders, please see the SAI and contact
your tax adviser.
If
You Purchase on or Before a Record Date
If you buy shares
of the Fund on or before the record date for a distribution (the date that
determines who receives the distribution), we will pay that distribution to you.
As explained above, the distribution may be subject to taxes. You may think
you've done well since you bought shares one day and soon thereafter received a
distribution. That is not so, because when dividends are paid out, the value of
each share of the Fund decreases by the amount of the dividend to reflect the
payout, although this may not be apparent because the value of each share of the
Fund also will be affected by market changes, if any. However, the timing of
your purchase does mean that part of your investment may have come back to you
as taxable income.
Visit our website
at www.pgim.com/investments
23
Qualified
and Tax-Deferred Retirement Plans
Retirement plans
and accounts allow you to defer paying taxes on investment income and capital
gains. Contributions to these plans may also be tax-deductible, although
distributions from these plans generally are taxable. In the case of Roth IRA
accounts, contributions are not tax-deductible, but distributions from the plan
may be tax-free. Please contact your financial adviser for information on a
variety of PGIM Funds that are suitable for retirement plans offered by
Prudential.
IF
YOU SELL OR EXCHANGE YOUR SHARES
If you sell any
shares of the Fund for a profit, you have realized a capital gain, which is
subject to tax unless the shares are held in a qualified or tax-deferred plan or
account. As mentioned above, the maximum capital gains tax rate is up to 15% or
20% for individuals, depending on whether their incomes exceed certain threshold
amounts, which are adjusted annually for inflation.
If you sell shares
of the Fund at a loss, you may have a capital loss, which you may use to offset
capital gains you have, plus, in the case of non-corporate taxpayers, ordinary
income of up to $3,000. If you sell shares and realize a loss, you will not be
permitted to use the loss to the extent you replace the shares (including
pursuant to the reinvestment of a dividend) within a 61-day period (beginning 30
days before and ending 30 days after the sale of the shares). Under certain
circumstances, if you acquire shares of the Fund and sell or exchange your
shares within 90 days, you may not be allowed to include certain charges
incurred in acquiring the shares for purposes of calculating gain or loss
realized upon the sale or exchange of the shares.
If you exchange
your Fund shares for shares of another class of the Fund, this is generally not
a taxable event and should not result in realization of a capital gain or loss
by you. If you exchange your shares of the Fund for shares of another PGIM Fund,
this is considered a sale for tax purposes. In other words, it's a taxable
event. Therefore, if the shares you exchanged have increased in value since you
purchased them, you have capital gains, which are subject to the taxes described
above. Unless you hold your shares in a qualified or tax-deferred plan or
account, you or your financial adviser should keep track of the dates on which
you buy and sell—or exchange—Fund shares, as well as the amount of any gain or
loss on each transaction. For tax advice, please see your tax
adviser.
Automatic
Conversion of Class C Shares
The conversion of
Class C shares into Class A shares—which happens automatically approximately 8
years after purchase—is not a taxable event for federal income tax purposes. For
more information about the automatic conversion of Class C shares, see
Class
C Shares Automatically Convert to Class A Shares in How
to Buy, Sell and Exchange Fund Shares.
24
PGIM Jennison
International Opportunities Fund
HOW TO BUY, SELL
AND EXCHANGE FUND SHARES
HOW
TO BUY SHARES
In order to buy
Fund shares, simply follow the steps described below.
Opening
an Account
Shares may be
purchased through an account with the Transfer Agent, or through an account with
a financial intermediary that has an agreement with the Distributor to sell Fund
shares. In order to open an account with the Transfer Agent contact PMFS at
(800)
225-1852 or write
to:
Prudential
Mutual Fund Services LLC (“PMFS”)
P.O. Box 9658
Providence, RI 02940
P.O. Box 9658
Providence, RI 02940
PMFS will accept
purchases of shares by check or wire. We do not accept cash, money orders,
non-U.S. checks, credit card checks, payable through checks or travelers checks.
To purchase by wire, call the number above to obtain an application. After PMFS
receives your completed application, you will receive an account number. For
additional information, see the back cover page of this Prospectus. Your
purchase order must be in good order to be accepted and processed, which means
that all necessary processing requirements have been satisfied. We have the
right to reject any purchase order (including an exchange into the Fund) or
suspend or modify the Fund's sales of its shares under certain circumstances.
These circumstances include, but are not limited to, failure by you to provide
additional information requested, such as information required to verify the
source of funds used to purchase shares, your identity or the identity of any
underlying beneficial owners of your shares. Furthermore, we are required by law
to close your account if you do not provide the required identifying
information. This would result in the redemption of shares at the then-current
NAV and the proceeds would be remitted to you via check. We will attempt to
verify your identity within a reasonable time frame (e.g., 60 days), which may
change from time to time. For further information, please contact PMFS (for
shares purchased through the Transfer Agent) or your financial professional (for
shares purchased through a financial intermediary).
With certain
limited exceptions, Fund shares are only available to be sold in the United
States, U.S. Virgin Islands, Puerto Rico and Guam.
Choosing
a Share Class
The Fund offers the
following share classes. Certain classes of shares may have additional specific
eligibility or qualification requirements, which are explained
below.
|
Share
Class |
Eligibility |
|
Class
A* |
Retail
investors |
|
Class
C* |
Retail
investors |
|
Class
R* |
Certain
group retirement plans |
|
Class
Z* |
Certain
group retirement plans, institutional investors and certain other
investors |
|
Class
R2 |
Certain
group retirement plans and certain other
investors |
|
Class
R4 |
Certain
group retirement plans and certain other
investors |
|
Class
R6 |
Certain
group retirement plans, institutional investors and certain other
investors |
*The
Fund’s Class A, Class C and Class Z shares are generally closed to investments
by new group retirement plans. The Fund’s Class R shares are generally closed to
new investors. Please
see “Closure of Certain Share Classes to New Group Retirement Plans” in this
section of the Prospectus for more information.
Multiple share
classes let you choose a cost structure that meets your needs:
◾
Class A shares
purchased in amounts of less than $1 million require you to pay a sales charge
at the time of purchase, but the operating expenses of Class A shares are lower
than the operating expenses of Class C shares.
Visit our website
at www.pgim.com/investments
25
Investors who purchase $1 million
or more of Class A shares and sell these shares within 12 months of purchase are
also subject to a contingent deferred sales charge (“CDSC”) of 1.00%, although
they are not subject to an initial sales charge. The CDSC is waived for certain
retirement and/or benefit plans.
◾
Class C shares do
not require you to pay a sales charge at the time of purchase, but do require
you to pay a CDSC of 1.00% if you sell your shares within 12 months of purchase.
The operating expenses of Class C shares are higher than the operating expenses
of Class A shares.
When choosing a
share class, you should consider the following factors:
◾
The amount of your
investment and any previous or planned future investments, which may qualify you
for reduced sales charges for Class A shares under Rights of Accumulation or a
Letter of Intent.
◾
The length of time
you expect to hold the shares and the impact of varying distribution fees. Over
time, these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges. For this reason, Class C shares are
generally appropriate only for investors who plan to hold their shares for no
more than 3 years.
◾
The different sales
charges that apply to each share class—Class A's front-end sales charge (and, in
certain instances, CDSC) vs. Class C's CDSC.
◾
Class C shares
purchased in single amounts greater than $1 million are generally less
advantageous than purchasing Class A shares. Purchase orders for Class C shares
above this amount generally will not be accepted.
◾
If you purchase
Class Z shares through a broker acting solely as an agent on behalf of its
customers pursuant to an agreement with PIMS, the broker may charge you a
commission in an amount determined and separately disclosed to you by the
broker.
◾
Because Class
Z, Class R and Class R6 shares have lower operating expenses than
Class A or Class C shares, as applicable, you should consider whether you are
eligible to purchase such share classes.
See “How to Sell
Your Shares” for a description of the impact of CDSCs.
If your shares are
held through a financial intermediary, you should discuss with your intermediary
which share classes of the Fund are available to you and which share class may
best meet your needs. Certain financial intermediaries through which you may
purchase shares of the Fund may impose their own investment minimums, fees,
policies and procedures for purchasing, exchanging and selling Fund shares,
which are not described in this Prospectus or the SAI, and which will depend on
the policies, procedures and trading platforms of the financial intermediary.
Consult your financial intermediary about share class availability and the
intermediary’s policies, procedures and other information. The
availability of certain sales charge waivers and discounts will depend on
whether you purchase your shares directly from the Fund or through a financial
intermediary. See “Appendix A: Waivers and Discounts Available From Certain
Financial Intermediaries” for additional information. The Fund has
advised financial intermediaries of the share class features and guidelines, per
the Prospectus, and it is their responsibility to monitor and enforce these
guidelines with respect to shareholders purchasing shares through financial
intermediaries.
Share
Class Comparison. Use the following
chart to help you compare the different share classes. The discussion following
this chart will tell you whether you are entitled to a reduction or waiver of
any sales charges.
|
|
Class
A* |
Class
C* |
Class
Z* |
Class
R* |
Class
R2 |
Class
R4 |
Class
R6†
|
|
Minimum
purchase amount |
$1,000 |
$1,000 |
None |
None |
None |
None |
None |
|
Minimum
amount for
subsequent
purchases |
$100 |
$100 |
None |
None |
None |
None |
None |
|
Maximum
initial sales charge |
5.50%
of the
public
offering
price |
None |
None |
None |
None |
None |
None |
|
Contingent
Deferred Sales
Charge
(“CDSC”) (as a
percentage
of the lower of the
original
purchase price or the
net
asset value at redemption) |
1.00%
on sales
of
$1 million or
more
made
within
12
months
of
purchase |
1.00%
on sales
made
within 12
months
of
purchase |
None |
None |
None |
None |
None
|
26
PGIM Jennison
International Opportunities Fund
|
|
Class
A* |
Class
C* |
Class
Z* |
Class
R* |
Class
R2 |
Class
R4 |
Class
R6† |
|
Annual
distribution or
distribution
and service (12b-1)
fees
(shown as a percentage of
average
daily net assets) |
0.30%
(0.25%
currently) |
1.00% |
None |
0.75%
(0.50%
currently) |
0.25% |
None |
None |
|
Shareholder
service fees |
None |
None |
None |
None |
0.10% |
0.10% |
None |
Notes
to Share Class Comparison Table:
° The minimum
initial and subsequent investment requirements do not apply to employee savings
plan accounts, payroll deduction plan accounts, or when exchanging all shares of
an account to an
existing account with the same registration. The minimum initial and subsequent
investment requirements for AIP accounts is $50 monthly (if your shares are held
through a broker or other financial intermediary, the broker or intermediary is
responsible for determining the minimum initial and subsequent investment for
AIP accounts). In addition, the minimum initial and subsequent investment
requirements do not apply with respect to Class A and Class C shares when
offered at NAV on fee-based programs, mutual fund “wrap” or asset allocation
programs, mutual fund “supermarket” programs, and group retirement
plans.
°
If the value of your Class A, Class C or Class Z account with PMFS is less than
$10,000, the Fund will deduct a $15 annual account maintenance fee from your
account. The $15 annual account
maintenance fee will be assessed during the 4th calendar quarter of each year.
Any applicable CDSC on the shares redeemed to pay the $15 account maintenance
fee will be waived. The $15 account maintenance fee will not be charged on: (i)
accounts during the first six months from inception of the account, (ii)
accounts which are authorized for electronic delivery of account statements,
transaction confirmations, prospectuses and fund shareholder reports, (iii)
omnibus accounts or accounts for which a broker or other financial intermediary
is responsible for recordkeeping, (iv) institutional accounts, (v) group
retirement plans, (vi) AIP accounts or employee savings plan accounts, (vii)
accounts with the same registration associated with multiple share classes
within the Fund, provided that the aggregate value of share classes with the
same registration within the Fund is $10,000 or more, or (viii) clients with
assets of $50,000 or more across the PGIM family of mutual funds. For more
information, see “Purchase, Redemption and Pricing of Fund Shares—Account
Maintenance Fee” in the SAI.
° For more
information about the CDSC and how it is calculated, see “How to Sell Your
Shares - Contingent Deferred Sales Charge (“CDSC”).“
°
Investors who purchase $1 million or more of Class A shares and sell these
shares within 12 months of purchase are subject to a 1.00% CDSC, although they
are not subject to an initial sales
charge. The CDSC is waived for certain retirement and/or benefit
plans.
° Distribution
and service (12b-1) fees are paid from the Fund's assets on a continuous basis.
Over time, the fees will increase the cost of your investment and may cost you
more than paying
other types of sales charges. The Distributor of the Fund has contractually
agreed until February 28, 2024, to reduce its distribution and service (12b-1)
fees for Class A shares to 0.25% of the average daily net assets of the Class A
shares. The service fee for Class A, Class C and Class R shares is 0.25%. The
distribution fee is limited to 0.30% (including the 0.25% service fee) for Class
A shares, 1.00% (including the 0.25% service fee) for Class C shares and 0.75%
(including the 0.25% service fee) for Class R shares.
° The Distributor
of the Fund has contractually agreed until February 28, 2024, to reduce its distribution
and service (12b-1) fees applicable to Class R shares to 0.50% of the average
daily net assets of Class R shares.
*
The Fund’s Class A, Class C and Class Z shares are generally closed to
investments by new group retirement plans. The Fund’s Class R shares are
generally closed to new investors. Please
see “Closure of Certain Share Classes to New Group Retirement Plans” in this
section of the Prospectus for more information.
Closure
of Certain Share Classes to New Group Retirement Plans
Effective June 1,
2018 (the “Effective Date”), the Fund’s Class A, Class C, Class R and Class Z
shares, as applicable, were closed to investments by new group retirement plans,
except as discussed below. Existing group retirement plans as of the Effective
Date may keep their investments in their current share class and may continue to
make additional purchases or exchanges in the Fund. As of the Effective Date,
all new group retirement plans wishing to add the Fund as a new addition to the
plan generally will be into one of the available Class R6 shares, Class R4
shares, or Class R2 shares of the Fund, as applicable. A short-term investment
in a PGIM affiliated money market fund shall not be deemed a new group
retirement plan investment for purposes of this policy.
In addition, on the
Effective Date, the Class R shares of any fund were closed to all new investors,
except as discussed below. Due to the closing of the Class R shares to new
investors, effective on the Effective Date new IRA investors may only purchase
Class A, Class C, Class Z or Class R6 shares of the Fund, as applicable, subject
to share class eligibility. Following the Effective Date, no Class R shares may
be purchased or acquired by any new Class R shareholder, except as discussed
below.
|
|
Class
A |
Class
C |
Class
Z |
Class
R |
|
Existing
Investors
(Group Retirement Plans,
IRAs,
and all other investors) |
No
Change |
No
Change |
No
Change |
No
Change |
|
New
Group Retirement Plans |
Closed
to group retirement plans wishing to add the share classes as new
additions to plan menus on June 1, 2018,
subject
to certain exceptions below | |||
|
New
IRAs |
No
Change |
No
Change |
No
Change |
Closed
to all new
investors
on June 1, 2018,
subject
to certain
exceptions
below |
|
All
Other New Investors |
No
Change |
No
Change |
No
Change | |
However, the
following new investors may continue to purchase Class A, Class C, Class R and
Class Z shares of the Fund, as applicable:
Visit our website
at www.pgim.com/investments
27
◾
Eligible group
retirement plans that are exercising their one-time 90-day repurchase privilege
in the Fund will be permitted to purchase such share classes.
◾
Plan participants
in a group retirement plan that offers Class A, Class C, Class R or Class Z
shares of the Fund, as applicable, as of the Effective Date will be permitted to
purchase such share classes of the Fund, even if the plan participant did not
own shares of that class of the Fund as of the Effective Date.
◾
Certain new group
retirement plans will be permitted to offer such share classes of the Fund after
the Effective Date, provided that the plan or its financial intermediary or
other agent
has or
is actively negotiating a contractual agreement with the Fund’s distributor or
service provider to offer such share classes of the Fund prior to or on the
Effective Date.
◾
New group
retirement plans that combine with, replace or are otherwise affiliated with a
current plan that invests in such share classes prior to or on the Effective
Date will be permitted to purchase such share classes.
◾
The Fund also
reserves the right to refuse any purchase order that might disrupt management of
the Fund or to otherwise modify the closure policy at any time on a case-by-case
basis.
◾
Shareholders owning
Class C shares may continue to hold their Class C shares until the shares
automatically convert to Class A shares under the conversion schedule, or until
the shareholder redeems their Class C shares.
Reducing
or Waiving Class A's and Class C’s Sales Charges
The following
describes the different ways investors can reduce or avoid paying Class A's
sales charge.
Increase the
Amount of Your Investment. You can reduce Class A's sales
charge by increasing the amount of your investment. The table below shows how
the sales charge decreases as the amount of your investment
increases:
|
Amount
of Purchase |
Sales
Charge as a % of
Offering
Price* |
Sales
Charge as a % of
Amount
Invested* |
Dealer
Reallowance*** |
|
Less
than $25,000 |
5.50% |
5.82% |
5.00% |
|
$25,000
to $49,999 |
5.00% |
5.26% |
4.50% |
|
$50,000
to $99,999 |
4.50% |
4.71% |
4.00% |
|
$100,000
to $249,999 |
3.75% |
3.90% |
3.25% |
|
$250,000
to $499,999 |
2.75% |
2.83% |
2.50% |
|
$500,000
to $999,999 |
2.00% |
2.04% |
1.75% |
|
$1
million to $4,999,999** |
None |
None |
1.00% |
|
$5
million to $9,999,999** |
None |
None |
0.50% |
|
$10
million and over** |
None |
None |
0.25% |
*
Due to rounding in the calculation of the offering price and the number of
shares purchased, the actual sales charge you pay may be more or less than the
percentages shown above.
**
If you invest $1 million or more, you can buy only Class A shares, unless you
qualify to buy other share classes. If you purchase $1 million or more of Class
A shares and sell these shares within 12
months of purchase, you will be subject to a CDSC of 1.00%, although you will
not be subject to an initial sales charge. The CDSC is waived for certain
retirement and/or benefit plans.
*** The Dealer Reallowance is the amount that is paid by the Fund’s distributor to the financial intermediary responsible for the sale of the Fund’s shares. For more information, please see “How Financial Intermediaries are Compensated for Selling Fund Shares” in this section of the Prospectus.
*** The Dealer Reallowance is the amount that is paid by the Fund’s distributor to the financial intermediary responsible for the sale of the Fund’s shares. For more information, please see “How Financial Intermediaries are Compensated for Selling Fund Shares” in this section of the Prospectus.
To satisfy the
purchase amounts above, you can:
◾
Use your
Rights
of Accumulation, which allow you
or an eligible group of related investors to combine the value of a new purchase
of Class A shares of any PGIM Fund with (1) the current value of Class A and
Class C, and any other PGIM Fund share class (when used in retail brokerage or
advisory programs) you or the eligible group of related investors already own,
(2) the value of money market shares (other than Direct Purchase money market
shares) you or an eligible group of related investors have received for shares
of other PGIM Funds in an exchange transaction, and (3) the value of the shares
you or an eligible group of related investors are purchasing; or
◾
Sign a Letter
of Intent, stating in
writing that you or an eligible group of related investors will purchase a
certain amount of shares in the Fund and other PGIM Funds within 13
months.
◾
Purchases made
prior to the effective date of the Letter of Intent will be applied toward the
satisfaction of the Letter of Intent to determine the level of sales charge that
will be paid pursuant to the Letter of Intent, but will not result in any
reduction in the amount of any previously paid sales charge.
An “eligible group
of related investors” includes any combination of the following:
28
PGIM Jennison
International Opportunities Fund
◾
All accounts held
in your name (alone or with other account holders) and taxpayer identification
number (“TIN”);
◾
Accounts held in
your spouse's name (alone or with other account holders) and TIN (see definition
of spouse below);
◾
Accounts for your
children or your spouse's children, including children for whom you and/or your
spouse are legal guardian(s) (e.g., UGMAs and UTMAs);
◾
Accounts in the
name and TINs of your parents;
◾
Trusts with you,
your spouse, your children, your spouse's children and/or your parents as the
beneficiaries;
◾
With limited
exclusions, accounts with the same address (exclusions include, but are not
limited to, addresses for brokerage firms and other intermediaries and Post
Office boxes); and
◾
Accounts held in
the name of a company controlled by you (a person, entity or group that holds
25% or more of the outstanding voting securities of a company will be deemed to
control the company, and a partnership will be deemed to be controlled by each
of its general partners), including employee benefit plans of the company where
the accounts are held in the plan's TIN.
A “spouse” is
defined in this Prospectus as follows:
◾
The person to whom
you are legally married. We also consider your spouse to include the
following:
◾
An individual of
the same gender with whom you have been joined in a civil union, or legal
contract similar to marriage;
◾
A domestic partner,
who is an individual (including one of the same gender) with whom you have
shared a primary residence for at least six months, in a relationship as a
couple where you, your domestic partner or both provide for the personal or
financial welfare of the other without a fee, to whom you are not related by
blood; or
◾
An individual with
whom you have a common law marriage, which is a marriage in a state where such
marriages are recognized between a man and a woman arising from the fact that
the two live together and hold themselves out as being married.
The value of shares
held by you or an eligible group of related investors will be determined as
follows:
◾
for Class A shares
and any other share class for which a sales charge is paid, the value of
existing shares is determined by the maximum offering price (NAV plus maximum
sales charge); and
◾
for all other share
classes, the value of existing shares is determined by the NAV.
If your shares are
held directly by the Transfer Agent, and you believe you qualify for a reduction
or waiver of Class A’s or Class C's sales charges, you must notify the Transfer
Agent at the time of the qualifying share purchase in order to receive the
applicable reduction or waiver. If your shares are held through a broker or
other financial intermediary, and you believe you qualify for a reduction or
waiver of Class A’s or Class C's sales charges, you must notify your broker or
intermediary at the time of the qualifying purchase in order to receive the
applicable reduction or waiver. Shares held through a broker or other financial
intermediary will not be systematically aggregated with shares held directly by
the Transfer Agent for purposes of receiving a reduction or waiver of Class A’s
or Class C's sales charges. The reduced or waived sales charge will be granted
subject to confirmation of account holdings.
If your shares are
held directly by the Transfer Agent, you must identify the eligible group of
related investors. Although the Transfer Agent does not require any specific
form of documentation in order to establish your eligibility to receive a waiver
or reduction of Class A’s or Class C's sales charges, you may be required to
provide appropriate documentation if the Transfer Agent is unable to establish
your eligibility.
If your shares are
held through a financial intermediary, the financial intermediary is responsible
for determining the specific documentation, if any, that you may need in order
to establish your eligibility to receive a waiver or reduction of Class A’s or
Class C's sales charges. Your financial intermediary is also responsible for
notifying the Transfer Agent if your share purchase qualifies for a reduction or
waiver of Class A’s or Class C's sales charges.
Purchases
of $1 million or more. If you purchase $1
million or more of Class A shares, you will not be subject to an initial sales
charge, although a CDSC may apply, as previously noted.
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29
Mutual
Fund Programs. The initial sales
charge on Class A shares will be waived for participants in any fee-based
program or trust program sponsored by Prudential or an affiliate that includes
the Fund as an available option. The initial sales charge will also be waived
for clients of financial intermediaries in programs that are sponsored by or
available through financial intermediaries that offer Class A shares without an
initial sales charge, relating to:
◾
Mutual fund “wrap”
or asset allocation programs, where the sponsor places fund trades, links its
clients' accounts to a master account in the sponsor's name and charges its
clients a management, consulting or other fee for its services; or
◾
Mutual fund
“supermarket” programs, where the sponsor links its clients' accounts to a
master account in the sponsor's name and the sponsor charges a fee for its
services.
Financial
intermediaries sponsoring these mutual fund programs may offer their clients
more than one class of shares in the Fund in connection with different pricing
options for their programs. Investors should consider carefully any separate
transaction and other fees charged by these programs in connection with
investing in each available share class before selecting a share
class.
Group
Retirement Plans.
Class A’s and Class C’s sales charges will be waived for group retirement plans
(including defined contribution plans, defined benefit plans and deferred
compensation plans) available through a retirement plan recordkeeper or third
party administrator. Investors in group retirement plans should contact their
financial intermediary with any questions regarding availability of Class A and
Class C shares at net asset value.
Other
Types of Investors. Certain other
types of investors may purchase Class A shares without paying the initial sales
charge, including:
◾
Certain directors
or trustees, officers, current employees (including their spouses, children and
parents) and former employees (including their spouses, children and parents) of
Prudential and its affiliates, the PGIM Funds, and the subadvisers of the PGIM
Funds; former employees must have an existing investment in the
Fund;
◾
Persons who have
retired directly from active service with Prudential or one of its
subsidiaries;
◾
Registered representatives and
employees of broker-dealers (including their spouses, children and parents) that
offer Class A shares; and
◾
Clients of
financial intermediaries, who (i) offer Class A shares through a no-load network
or platform, (ii) charge clients an ongoing fee for advisory, investment,
consulting or similar services, or (iii) offer self-directed brokerage accounts
or other similar types of accounts that may or may not charge transaction fees
to customers.
To qualify for a
waiver of the Class A or Class C sales charges at the time of purchase
(including exchange of share classes within the Fund), you must notify the
Transfer Agent, or the Distributor must be notified by the financial
intermediary facilitating the purchase, that the transaction qualifies for a
waiver of the Class A or Class C sales charges. The waiver will be granted
subject to confirmation of your account holdings.
Additional
Information About Reducing or Waiving Class A’s and Class C's Sales
Charges. The Fund also
makes available free of charge, on the Fund's website, in a clear and prominent
format, information relating to the Fund's Class A and Class C sales charges,
and the different ways that investors can reduce or avoid paying the initial
sales charge. The Fund's website includes hyperlinks that facilitate access to
this information.
You may need to
provide your financial intermediary through which you hold Fund shares with the
information necessary to take full advantage of reduced or waived Class A or
Class C sales charges.
The Distributor may
reallow the Class A sales charge to dealers.
Class
C Shares Automatically Convert to Class A Shares
Class C shares will
be eligible for automatic conversion into Class A shares on a monthly basis
approximately eight years after the original date of purchase. Conversion will
take place based on the relative NAV of the two classes, without the imposition
of any sales load, fee or other charge. All such automatic conversions of Class
C shares will
30
PGIM Jennison
International Opportunities Fund
constitute tax-free
exchanges for federal income tax purposes. See the table titled “Annual Fund
Operating Expenses”
in the
section of the Fund’s Prospectus titled “Fund Summary – Fund Fees and Expenses”
for the annual fund operating expenses for Class A and Class C
shares.
For shareholders
investing in Class C shares through retirement plans or omnibus accounts, and in
certain other instances, the Fund and its agents may not have transparency into
how long a shareholder has held Class C shares for purposes of determining
whether such Class C shares are eligible for automatic conversion to Class A
shares, and the relevant financial intermediary may not have the ability to
track purchases in order to credit individual shareholders’ holding periods. In
these circumstances, the Fund will not be able to automatically convert Class C
shares to Class A shares as described above. In order to determine eligibility
for conversion in these circumstances, it is the responsibility of the financial
intermediary to notify the Fund that the shareholder is eligible for the
conversion of Class C shares to Class A shares, and the financial intermediary
may be required to maintain and provide the Fund with records that substantiate
the holding period of Class C shares. It is the financial intermediary’s (and
not the Fund’s) responsibility to keep records of transactions made in accounts
it holds and to ensure that the shareholder is credited with the proper holding
period based on such records or those provided to the financial intermediary by
the shareholder. Please consult with your financial intermediary for the
applicability of this conversion feature to your shares.
A financial
intermediary may sponsor and/or control accounts, programs or platforms that
impose a different conversion schedule or different eligibility requirements for
the exchange of Class C shares for Class A shares (see Appendix
A: Waivers and Discounts Available From Certain Financial
Intermediaries of the
Prospectus). Please consult with your financial intermediary if you have any
questions regarding your shares’ conversion from Class C shares to Class A
shares.
Qualifying
for Class R Shares
Group
Retirement Plans. Class R shares
are offered for sale to (i) certain group retirement plans (including defined
contribution plans, defined benefit plans and deferred compensation plans)
available through a retirement plan recordkeeper or third party administrator,
and (ii) IRAs that are held on the books of the Fund through omnibus level
accounts, including The SmartSolution IRA offered by Prudential Retirement. If
Prudential Retirement Services is the recordkeeper for your group retirement
plan, you may call Prudential at (800) 353-2847 with any questions. Investors in
SmartSolution IRA accounts through Prudential’s Personal Retirement Services
unit can call (888) 244-6237 with any questions regarding how to purchase
shares. Otherwise, investors in group retirement plans should contact their
financial intermediary with any questions regarding availability of Class R
shares.
Qualifying
for Class Z Shares
Institutional
Investors. Various
institutional investors may purchase Class Z shares, including corporations,
banks, governmental entities, municipalities, hospitals, insurance companies and
IRS Section 501 entities, such as foundations and endowments. Institutional
investors are responsible for indicating their eligibility to purchase Class Z
shares at the time of purchase. Certain financial intermediaries may require
that investments by their institutional investor clients in Class Z shares be
placed directly with the Fund's Transfer Agent. Please contact the Transfer
Agent at (800) 225-1852 for further details.
Mutual
Fund Programs. Class Z shares can
be purchased by participants in any fee-based program or trust program sponsored
by Prudential or an affiliate that includes the Fund as an available option.
Class Z shares also can be purchased by investors in certain programs sponsored
by financial intermediaries who offer Class Z shares of the Fund, or whose
programs are available through financial intermediaries that offer Class Z
shares of the Fund, for:
◾
Mutual fund “wrap”
or asset allocation programs where the sponsor places fund trades, links its
clients' accounts to a master account in the sponsor's name and charges its
clients a management, consulting or other fee for its services;
◾
Mutual fund
“supermarket” programs where the sponsor links its clients' accounts to a master
account in the sponsor's name and the sponsor charges a fee for its services;
or
◾
Fee- or
commission-based retail brokerage programs of certain financial intermediaries
that offer Class Z shares through such programs and that have agreements with
PIMS to offer such shares when acting solely on an agency basis for their
customers for the purchase or sale of such shares. If you transact in Class Z
shares of the Fund
Visit our website
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31
through one of
these programs, you may be required to pay a commission and/or other forms of
compensation to the broker or financial intermediary for effecting such
transaction. Because the Fund is not a party to any commission arrangement
between you and your broker, any transactions in Class Z shares will be made by
the Fund at net asset value (before imposition of the commission). Any such fee
is paid by you, not by the Fund, and the imposition of any such fee or
commission by your broker or financial intermediary does not impact the net
asset value for such Fund shares. Shares of the Fund are available in other
share classes that have different fees and expenses.
Financial
intermediaries sponsoring these mutual fund programs may offer their clients
more than one class of shares in the Fund in connection with different pricing
options for their programs. Investors should consider carefully any separate
transaction and other fees charged by these programs in connection with
investing in a share class offered by the program before selecting a share
class.
Other
Types of Investors. Class Z shares
also can be purchased by any of the following:
◾
Certain
participants in the MEDLEY Program (group variable annuity contracts) sponsored
by Prudential for whom Class Z shares of the PGIM Funds are an available
option;
◾
Current and former
Directors/Trustees of mutual funds, closed-end funds and ETFs managed by PGIM
Investments or any other affiliate of Prudential;
◾
Current and former
employees (including their spouses, children and parents) of Prudential and its
affiliates; former employees must have an existing investment in the
Fund;
◾
Prudential
(including any program or account sponsored by Prudential or an affiliate that
includes the Fund as an available option);
◾
PGIM Funds,
including PGIM funds-of-funds;
◾
Qualified state
tuition programs (529 plans); and
◾
Investors working
with fee-based consultants for investment selection and
allocations.
Qualifying
for Class R2 and Class R4 Shares
Group
Retirement Plans. Class R2 and Class
R4 shares are offered for sale to group retirement plans (including defined
contribution plans, defined benefit plans and deferred compensation plans)
available through a retirement plan recordkeeper or third party administrator.
Class R2 and Class R4 shares are also offered to retirement plans, both where
Prudential serves as the retirement plan administrator and where a third party
serves as the retirement plan administrator. If Prudential Retirement Services
is the recordkeeper for your group retirement plan, you may call Prudential at
(800) 353-2847 with any questions. Otherwise, investors in group retirement
plans should contact their financial intermediary with any questions regarding
availability of Class R2 and Class R4 shares.
Qualifying
for Class R6 Shares
Group
Retirement Plans.
Group retirement plans (including defined contribution plans, defined benefit
plans and deferred compensation plans) available through a retirement plan
recordkeeper or third party administrator may purchase Class R6 shares.
Investors in group retirement plans should contact their financial intermediary
with any questions regarding availability of Class R6 shares.
Institutional
Investors. Various
institutional investors may purchase Class R6 shares, including, but not limited
to, corporations, governmental entities, municipalities, hospitals, insurance
companies and IRS Section 501 entities, such as foundations and endowments and
other institutional investors. Institutional investors are responsible for
indicating their eligibility to purchase Class R6 shares at the time of
purchase.
Other
Types of Investors. Class R6 shares may
also be purchased by Prudential, certain programs or accounts sponsored by
Prudential, and PGIM Funds, including PGIM funds-of-funds.
Class R6 shares may
only be purchased from financial intermediaries who offer such
shares.
Class R6 shares are
offered to eligible investors as described in this Prospectus. Neither the Fund
nor its affiliates shall make or pay fees associated with or similar to
sub-accounting, networking, revenue sharing, or certain administrative fees with
respect to Class R6 shares.
32
PGIM Jennison
International Opportunities Fund
How
Financial Intermediaries are Compensated for Selling Fund Shares
The PGIM Funds are
distributed by Prudential Investment Management Services LLC (the
“Distributor”), a broker-dealer that is licensed to sell securities. The
Distributor generally does not sell shares of the PGIM Funds directly to the
public, but instead markets and sells the PGIM Funds through other
broker-dealers, 401(k) providers, retirement plan administrators, and other
financial intermediaries. Each PGIM Fund is managed by the Manager.
Only persons
licensed with the Financial Industry Regulatory Authority, Inc. (“FINRA”), as a
registered representative (often referred to as a broker or financial adviser)
and associated with a specific financial services firm may sell shares of a
mutual fund to you, or to a retirement plan in which you
participate.
Rule
12b-1 Fees & Sales Charges. The Distributor
has agreements in place with financial intermediaries defining how much each
firm will be paid for the sale of a particular mutual fund from front-end sales
charges, if any, paid by Fund shareholders and from fees paid to the Distributor
by the Fund pursuant to Rule 12b-1 under the 1940 Act (“Rule 12b-1”). These
financial intermediaries then pay their registered representatives who sold you
the Fund some or all of what they received from the Distributor. The registered
representatives may receive a payment when the sale is made and can, in some
cases, continue to receive ongoing payments while you are invested in the Fund.
The Distributor may change at any time, without prior notice, the amount of Rule
12b-1 fees that it pays (when the sale is made and/or any ongoing payments) to
financial intermediaries and registered representatives so that the Distributor
may retain all or a portion of such fees.
“Revenue
Sharing” Payments. In addition to the
compensation received by financial intermediaries as described above, the
Manager or certain of its affiliates (but not the Distributor) may make
additional payments (which are often referred to as “revenue sharing” payments)
to the financial intermediaries from the Manager's or certain affiliates' own
resources, including from the profits derived from management fees or other fees
received from the Fund, without additional direct or indirect cost to the Fund
or its shareholders, provided that no such additional payments to financial
intermediaries are made with respect to the Fund’s Class R6 shares. Revenue
sharing payments are in addition to the front-end sales charges paid by Fund
shareholders or fees paid pursuant to plans adopted in accordance with Rule
12b-1. The Manager or certain of its affiliates may revise the terms of any
existing revenue sharing arrangement, and may enter into additional revenue
sharing arrangements with other financial intermediaries in the
future.
Revenue sharing
arrangements are intended to foster the sale of Fund shares and/or to compensate
financial intermediaries for assisting in marketing or promotional activities in
connection with the sale of Fund shares. In exchange for revenue sharing
payments, the Fund generally expects to receive the opportunity for the Fund to
be sold through the financial intermediaries' sales force or access to
third-party platforms or other marketing programs, including but not limited to
mutual fund “supermarket” platforms or other sales programs. To the extent that
financial intermediaries receiving revenue sharing payments sell more shares of
the Fund, the Manager and Distributor benefit from the increase in Fund assets
as a result of the management and distribution fees they receive from the Fund,
respectively. Increased sales of Fund shares also may benefit shareholders,
since an increase in Fund assets may allow the Fund to expand its investment
opportunities, and increased Fund assets may result in reduced Fund operating
expenses.
From time to time
the Manager or an affiliate of the Fund (and not the Fund itself) may pay
certain administrative fees in order to make the Fund available to shareholders.
Such fees are not included in, and are paid separate and apart from, any revenue
sharing payments.
Revenue sharing
payments, as well as the other types of payments described above, may provide an
incentive for financial intermediaries and their registered representatives to
recommend or sell shares of the Fund to you and in doing so may create conflicts
of interest between the firms' financial interests and their duties to
customers.
If your Fund shares
are purchased through a retirement plan, the Manager or certain of its
affiliates (but not the Distributor) may also make revenue sharing payments to
the plan's recordkeeper or an affiliate, which generally is not a registered
broker-dealer.
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33
It is likely that
financial intermediaries that execute portfolio transactions for the Fund will
include those firms with which the Manager and/or certain of its affiliates have
entered into revenue sharing arrangements. Neither the Manager nor any
subadviser may consider sales of Fund shares as a factor in the selection of
broker-dealers to execute portfolio transactions for the Fund. The Manager and
certain of its affiliates will not use Fund brokerage as any part of revenue
sharing payments to financial intermediaries.
Revenue sharing
payments are usually calculated based on a percentage of Fund sales and/or Fund
assets attributable to a particular financial services firm. Payments may also
be based on other criteria or factors, for example, a fee per each transaction.
Specific payment formulas are negotiated based on a number of factors,
including, but not limited to, reputation in the industry, ability to attract
and retain assets, target markets, customer relationships and scope and quality
of services provided. The Manager and/or certain of its affiliates make such
payments to financial intermediaries in amounts that generally range from 0.02%
up to 0.20% of Fund assets serviced and maintained by the financial
intermediaries or from 0.10% to 0.25% of sales of Fund shares attributable to
the firm. In addition, the Manager and/or certain of its affiliates may pay flat
fees on a one-time or irregular basis for the initial set-up of the Fund on a
financial services intermediary’s systems, participation or attendance at a
financial services firm's meeting, or for other reasons. These amounts are
subject to change. In addition, the costs associated with visiting the financial
intermediaries to make presentations, and/or train and educate the personnel of
the financial intermediaries, may be paid by the Manager and/or certain of its
affiliates, subject to applicable FINRA regulations.
Please contact the
registered representative (or his or her firm) who sold shares of the Fund to
you for details about any payments the financial intermediary may receive from
the Manager and/or certain of its affiliates. You should review your financial
intermediary’s disclosure and/or talk to your financial intermediary to obtain
more information on how this compensation may have influenced your financial
intermediary’s recommendation of the Fund. Additional information regarding
these revenue sharing payments is included in the SAI which is available to you
at no additional charge.
Other
Payments Received by Financial Intermediaries
Administrative,
Sub-Accounting and Networking Fees. In addition to,
rather than in lieu of, the fees that the Fund may pay to financial
intermediaries as described above, and the fees the Fund pays to the Transfer
Agent, the Transfer Agent or its affiliates may enter into additional agreements
on behalf of the Fund with financial intermediaries pursuant to which the Fund
will pay financial intermediaries for certain administrative, sub-accounting and
networking services, provided that no such additional payments to financial
intermediaries are made with respect to the Fund’s Class R6 shares. These
services include maintenance of shareholder accounts by the firms, such as
recordkeeping and other activities that otherwise would be performed by the
Transfer Agent. Sub-accounting services encompass activities that reduce the
burden of recordkeeping to the Fund. Administrative fees are paid to a firm that
undertakes, for example, shareholder communications on behalf of the Fund.
Networking services are services undertaken to support the electronic
transmission of shareholder purchase and redemption orders through the National
Securities Clearing Corporation (“NSCC”).
These payments, as
discussed above, are paid out of Fund assets and generally based on either (1) a
percentage of the average daily net assets of Fund shareholders serviced by a
financial intermediary or (2) a fixed dollar amount for each account serviced by
a financial services firm. From time to time, the Manager or certain of its
affiliates (but not the Distributor) also may pay a portion of the fees for the
services to the financial intermediaries at their own expense and out of their
own resources.
In addition, the
Fund reimburses the Distributor for NSCC fees that are invoiced to the
Distributor as the party to the Agreement with NSCC for the administrative
services provided by NSCC to the Fund and its shareholders. These administrative
services provided by NSCC to the Fund and its shareholders include transaction
processing and settlement through Fund/SERV, electronic networking services to
support the transmission of shareholder purchase and redemption orders to and
from financial intermediaries, and related recordkeeping provided by NSCC to the
Fund and its shareholders. These payments are generally based on a transaction
fee rate for certain administrative services plus a fee for other administrative
services.
34
PGIM Jennison
International Opportunities Fund
Anti-Money
Laundering
In accordance with
federal law, the Fund has adopted policies designed to deter money laundering.
Under the policies, the Fund will not knowingly engage in financial transactions
that involve proceeds from unlawful activity or support terrorist activities,
and shall file government reports, including those concerning suspicious
activities, as required by applicable law. The Fund will seek to confirm the
identity of potential shareholders to include both individuals and entities
through documentary and non-documentary methods. Non-documentary methods may
include verification of name, address, date of birth and tax identification
number with selected credit bureaus. The Fund's Anti-Money Laundering Compliance
Officer oversees the Fund's anti-money laundering policies.
Understanding
the Price You'll Pay
The price you pay
for each share of the Fund is based on the share value. The share value of a
mutual fund—known as the net
asset value or NAV—is determined by a
simple calculation: it's the total value of the Fund (assets minus liabilities)
divided by the total number of shares outstanding. For example, if the value of
the investments held by Fund XYZ (minus its liabilities) is $1,000 and there are
100 shares of Fund XYZ owned by shareholders, the value of one share of the
Fund—or the NAV—is $10 ($1,000 divided by 100).
Mutual
Fund Shares
The NAV of mutual
fund shares changes every day because the value of a fund's portfolio changes
constantly. For example, if Fund XYZ holds ACME Corp. bonds in its portfolio and
the price of ACME bonds goes up, while the value of the Fund's other holdings
remains the same and expenses don't change, the NAV of Fund XYZ will
increase.
The Fund's NAV will be determined
every day on which the Fund is open as of the close of regular trading on the
New York Stock Exchange (“NYSE”) (generally, 4:00 p.m. Eastern Time). The Fund's
portfolio securities are valued based upon market quotations or, if market
quotations are not readily available, at fair value as determined in good faith
by the Manager, as the Board's valuation designee. In this capacity, the Manager has adopted pricing
methodologies for determining the fair value of certain types of securities and
other assets held by the Fund that do not have quoted market prices, including
the use of other pricing sources, such as bid prices supplied by a principal
market maker and evaluated prices supplied by pricing vendors that employ
analytic methodologies that take into account the prices of similar securities
and other market factors.
If the Fund determines that a
market quotation for a security is not reliable based on, among other things,
events or market conditions that occur with respect to one or more securities
held by the Fund or the market as a whole, after the quotation is derived or
after the closing of the primary market on which the security is traded, but
before the time that the Fund's NAV is determined, the Fund may use “fair value
pricing,” which is implemented by a valuation committee (“Valuation Committee”)
consisting of representatives of the Manager. The subadviser often provides
relevant information for the Valuation Committee meeting. Non-U.S. securities
markets are open for trading on weekends and other days when the Fund does not
price shares. Therefore, the value of the Fund’s shares may change on days when
you will not be able to purchase or redeem the Fund’s shares.
Investments in
open-end non-exchange-traded mutual funds will be valued at their NAV as
determined as of the close of the NYSE on the date of valuation, which will
reflect the mutual fund’s fair valuation procedures.
Different valuation
methods may result in differing values for the same security. The fair value of
a portfolio security that the Fund uses to determine its NAV may differ from the
security's quoted or published price. If the Fund needs to implement fair value
pricing after the NAV publishing deadline but before shares of the Fund are
processed, the NAV you receive or pay may differ from the published NAV price.
The prospectuses of any other mutual funds in which the Fund invests will
explain each fund’s procedures and policies with respect to the use of fair
value pricing.
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35
Fair value pricing procedures are
designed to result in prices for the Fund's securities and its NAV that are
reasonable in light of the circumstances which make or have made market
quotations unavailable or unreliable, and may have the effect of reducing
arbitrage opportunities available to short-term traders. There is no assurance,
however, that fair value pricing will accurately reflect the market value of a
security or that it will prevent dilution of the Fund's NAV by short-term
traders.
What
Price Will You Pay for Shares of the Fund? For Class A
shares, you'll pay the public offering price, which is the NAV next determined
after we receive your order to purchase, plus an initial sales charge (unless
you're entitled to a waiver). For all other share classes, you will pay the NAV
next determined after we receive your order to purchase (remember, there are no
up-front sales charges for these share classes). Your broker may charge you a
separate or additional fee for purchases of shares. Unless regular trading on
the NYSE closes before 4:00 p.m. Eastern Time, or later than 4:00 p.m. Eastern
Time, your order to purchase must be received by 4:00 p.m. Eastern Time in order
to receive that day's NAV. In the event that regular trading on the NYSE closes
before 4:00 p.m. Eastern Time, you will receive the following day's NAV if your
order to purchase is received after the close of regular trading on the NYSE.
The Fund will not treat an intraday unscheduled disruption in NYSE trading as a
closure of the NYSE and will price its shares as of 4:00 p.m. Eastern Time, if
the particular disruption directly affects only the NYSE. We deem an order
received when it is received by the Transfer Agent at its processing center. If
you submit your order through a broker or other financial intermediary, it may
be deemed received when received by the broker or financial
intermediary.
Each business day,
the Fund's current NAV per share is made available at
www.pgim.com/investments/mutual-funds/prices.
Additional
Shareholder Services
As a Fund
shareholder, you can take advantage of the following services and
privileges:
Automatic
Reinvestment. As we explained in
the “Fund Distributions and Tax Issues” section, the Fund pays out—or
distributes—its net investment income and net capital gains to all shareholders.
For your convenience, we will automatically reinvest your distributions in the
Fund at NAV, without any sales charge. If you want your distributions paid in
cash, you can indicate this preference on your application, or by notifying your
broker or the Transfer Agent in writing (at the address below) at least five
business days before the date we determine who receives dividends. For accounts
held at the Transfer Agent (“PMFS”), distributions of $10.00 or less on
non-retirement accounts will not be paid out in cash, but will be automatically
reinvested into your account.
Prudential
Mutual Fund Services LLC
P.O. Box 9658
Providence, RI 02940
P.O. Box 9658
Providence, RI 02940
Automatic
Investment Plan (“AIP”). You can make
regular purchases of the Fund by having a fixed amount of money automatically
withdrawn from your bank or brokerage account at specified intervals. The
minimum for subsequent investments through newly-established AIP accounts must
be at least $50 monthly.
Retirement
Plan Services. Prudential offers
a wide variety of retirement plans for individuals and institutions, including
large and small businesses. For information on IRAs, including Roth IRAs or
SEP-IRAs for a one-person business, please contact your financial adviser. If
you are interested in opening a 401(k) or other company-sponsored retirement
plan (SIMPLE IRAs, SEP plans, Keoghs, 403(b)(7) plans, pension and
profit-sharing plans), your financial adviser will help you determine which
retirement plan best meets your needs. Complete instructions about how to
establish and maintain your plan and how to open accounts for you and your
employees will be included in the retirement plan kit you receive in the
mail.
Systematic
Withdrawal Plan. A Systematic
Withdrawal Plan is available that will provide you with monthly, quarterly,
semi-annual or annual redemption checks. The Systematic Withdrawal Plan is not
available to participants in certain retirement plans. Please contact PMFS at
(800) 225-1852 for more details.
36
PGIM Jennison
International Opportunities Fund
Reports
to Shareholders. Every year we will
send you an updated summary prospectus. We will also send or make available to
you pursuant to Rule 30e-3 under the 1940 Act, an annual report and a
semi-annual report, which contain important financial information about the
Fund. To reduce Fund expenses, we may send or make available one annual
shareholder report, one semi-annual shareholder report and one summary
prospectus per household, unless you instruct us or your financial intermediary
otherwise. If each Fund shareholder in your household would like to receive a
copy of the Fund's summary prospectus and shareholder reports, please call us
toll free at (800) 225-1852. We will begin sending additional copies of these
documents within 30 days of receipt of your request.
HOW
TO SELL YOUR SHARES
You can sell your
Fund shares for cash at any time, subject to certain restrictions. For more
information about these restrictions, see “Restrictions on Sales”
below.
When you sell
shares of the Fund—also known as redeeming your shares—the price you will
receive will be the NAV next determined after the Transfer Agent or your
financial intermediary receives your order to sell (less any applicable
CDSC).
Shares
Held by Financial Intermediaries. If your financial
intermediary holds your shares, your financial intermediary must receive your
order to sell no later than the time regular trading on the NYSE closes—which is
usually 4:00 p.m. Eastern Time—to process the sale on that day. In the event
that regular trading on the NYSE closes before 4:00 p.m. Eastern Time, you will
receive the following day's NAV if your order to sell is received after the
close of regular trading on the NYSE.
Shares
Held by the Transfer Agent. If the Transfer
Agent holds your shares, PMFS must receive your order to sell no later than the
time regular trading on the NYSE closes—which is usually 4:00 p.m. Eastern
Time—to process the sale on that day. In the event that regular trading on the
NYSE closes before 4:00 p.m. Eastern Time, you will receive the following day's
NAV if your order to sell is received after the close of regular trading on the
NYSE. You may contact the Transfer Agent at:
Prudential
Mutual Fund Services LLC
P.O. Box 9658
Providence, RI 02940
P.O. Box 9658
Providence, RI 02940
Payment
for Shares You Have Sold
Shares
Held by Financial Intermediaries. Typically, if your
order to sell shares is received in good order, payment will be credited to your
account within 1 to 3 business days after the order is received, but in any
event within seven days. Your broker may charge you a separate or additional fee
for sales of shares.
Shares
Held by the Transfer Agent. Typically, if your
order to sell shares is received in good order, we will send payment on the next
business day, but in any event within seven days, regardless of the method of
payment (e.g., payment by check, wire or electronic transfer
(“ACH”)).
Restrictions
on Sales
If you are selling
shares you recently purchased with a check, we may delay sending you the
proceeds until your check clears, which can take up to seven days from the
purchase date.
As a result of
restrictions on withdrawals and transfers imposed by Section 403(b) of the
Internal Revenue Code of 1986, as amended, we may consider a redemption request
to not be in good order until we obtain information from your employer that is
reasonably necessary to ensure that the payment is in compliance with such
restrictions, if applicable. In such an event, the redemption request will not
be in good order and we will not process it until we obtain information from
your employer.
Visit our website
at www.pgim.com/investments
37
In addition, there
are certain times when you may not be able to sell shares of the Fund or when we
may delay paying you the proceeds from a sale. As permitted by the SEC, the
former may happen only during unusual market conditions or emergencies when the
Fund is unable to determine the value of its assets or sell its holdings. For
more information, see the SAI.
If you hold your
shares directly with the Transfer Agent, you will need to have the signature on
your sell order Medallion signature guaranteed if:
◾
You are selling
more than $100,000 of shares;
◾
You want the
redemption proceeds made payable to someone that is not in the Transfer Agent’s
records;
◾
You want the
redemption proceeds sent to an address that is not in the Transfer Agent’s
records;
◾
You are a business
or a trust; or
◾
You are redeeming
due to the death of the shareholder or on behalf of the shareholder.
The Medallion
signature guarantee may be obtained from an authorized officer from a bank,
broker, dealer, securities exchange or association, clearing agency, savings
association, or credit union that is participating in one of the recognized
Medallion guarantee programs (STAMP, SEMP, or NYSE MSP), but not from a notary
public. The Medallion signature guarantee must be appropriate for the dollar
amount of the transaction. The Transfer Agent reserves the right to reject sale
transactions where the value of the transaction exceeds the value of the surety
coverage indicated on the Medallion imprint. The Fund may change the signature
guarantee requirements from time to time without prior notice to shareholders.
For more information, see the SAI.
How
the Fund Pays for Shares You Have Sold
Under normal market
conditions, the Fund expects to pay for shares that you have sold primarily by
using cash or cash equivalents in its portfolio or selling portfolio assets to
generate cash. Supplementally, the Fund may also raise cash to pay for sold
shares by short-term borrowing in the form of overdrafts permitted by the Fund’s
custodian bank and/or by short-term borrowing from a group of banks through an
unsecured credit facility, which is intended to provide the Fund with a
temporary additional source of liquidity. In certain circumstances the Fund
reserves the right to pay for sold shares by giving you securities from the
Fund’s portfolio. If you receive securities, you would incur transaction costs
in converting the securities to cash, and you may receive less for the
securities than the price at which they were valued for redemption
purposes.
During stressed
market conditions, it may be impractical or impossible to raise sufficient cash
to pay for sold shares through the primary methods described above. In these
circumstances, the Fund would be more likely to rely more heavily on the credit
facility as a source of liquidity, as described above.
Contingent
Deferred Sales Charge (“CDSC”)
If you sell Class C shares within
12 months of purchase, you will have to pay a CDSC of 1.00%. In addition, if you
purchase $1 million or more of Class A shares, although you are not subject to
an initial sales charge, you are subject to a CDSC of 1.00% for shares redeemed
within 12 months of purchase. The CDSC is waived for certain retirement and/or
benefit plans. To keep the CDSC as low as possible, we will sell amounts
representing shares in the following order:
◾
Amounts
representing shares you purchased with reinvested dividends and
distributions,
◾
Amounts
representing the increase in NAV above the total amount of payments for shares
made during the past 12 months for Class A shares (in certain cases) and 12
months for Class C shares, and
◾
Amounts
representing the cost of shares held beyond the CDSC period (12 months for Class
A shares (in certain cases) and 12 months for Class C shares).
Since shares that
fall into any of the categories listed above are not subject to the CDSC,
selling them first helps you to avoid—or at least minimize—the CDSC.
Having sold the
exempt shares first, if there are any remaining shares that are subject to the
CDSC, we will apply the CDSC to amounts representing the cost of shares held for
the longest period of time within the applicable CDSC period.
38
PGIM Jennison
International Opportunities Fund
The CDSC is
calculated based on the lesser of the original purchase price or the net asset
value at redemption. The rate decreases on the anniversary date of your
purchase.
The holding period
for purposes of determining the applicable CDSC will be calculated from the
anniversary date of the purchase, excluding any time Class C shares were held in
a money market fund.
Waiver
of the CDSC—Class A Shares and Class C Shares
The CDSC will be
waived if the Class A shares and Class C shares are sold:
◾
After a shareholder
is deceased or permanently disabled (or, in the case of a trust account, after
the death or permanent disability of the grantor). This waiver applies to
individual shareholders, as well as shares held in joint tenancy, provided the
shares were purchased before the death or permanent disability;
◾
To provide for
certain distributions—made without IRS penalty—from a qualified or tax-deferred
retirement plan, benefit plan, IRA or Section 403(b) custodial account;
and
◾
To withdraw excess
contributions from a qualified or tax-deferred retirement plan, IRA or Section
403(b) custodial account.
For more
information, see the SAI.
Involuntary
Redemption of Small Accounts Held by the Transfer Agent
If the value of
your account with PMFS is less than $500 for any reason, we may sell your shares
(without charging any CDSC) and close your account. We would do this to minimize
the Fund's expenses paid by other shareholders. The involuntary sale provisions
do not apply to Automatic Investment Plan (“AIP”) accounts, employee savings
plan accounts, payroll deduction plan accounts, retirement accounts (such as a
401(k) plan, an IRA or other qualified or tax-deferred plan or account), omnibus
accounts, and accounts for which a broker or other financial intermediary is
responsible for recordkeeping. Prior thereto, if you make a sale that reduces
your account value to less than the threshold, we may sell the rest of your
shares (without charging any CDSC) and close your account; this involuntary sale
does not apply to shareholders who own their shares as part of a retirement
account. For more information, see “Purchase, Redemption and Pricing of Fund
Shares—Involuntary Redemption” in the SAI.
Account
Maintenance Fee for Accounts Held by the Transfer Agent
If the value of
your Class A, Class C or Class Z account with PMFS is less than $10,000, with
certain exclusions, a $15 annual account maintenance fee will be deducted from
your account during the 4th calendar quarter of each year. Any applicable CDSC
on the shares redeemed to pay the account maintenance fee will be waived. For
more information, see “Purchase, Redemption and Pricing of Fund Shares—Account
Maintenance Fee” in the SAI.
90-Day
Repurchase Privilege
After you redeem
your shares, you have a 90-day period during which you may reinvest back into
your account any of the redemption proceeds in shares of the same Fund without
paying an initial sales charge. In order to take advantage of this privilege,
you must notify the Transfer Agent or your broker at the time of the repurchase.
This privilege can only be used once in a 12-month period. For more information,
see the SAI.
The terms of this
privilege may vary by financial intermediary. For more information, see
“Appendix A: Waivers and Discounts Available From Certain Financial
Intermediaries.”
Retirement
Plans
To sell shares and
receive a distribution from your retirement account, call your broker or the
Transfer Agent for a distribution request form. There are special distribution
and income tax withholding requirements for distributions from retirement plans
and you must submit a withholding form with your request to avoid delay. If your
retirement plan account is held for you by your employer or plan trustee, you
must arrange for the distribution request to be signed and sent by the plan
administrator or trustee. For additional information, see the SAI.
Visit our website
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39
HOW
TO EXCHANGE YOUR SHARES
You can generally
exchange your shares of the Fund for shares of the same class in certain other
PGIM Funds—including PGIM Government Money Market Fund—if you satisfy the
minimum investment requirements. For example, you can exchange Class A shares of
the Fund for Class A shares of other funds in the PGIM Funds mutual fund family,
but you can’t exchange Class A shares for a different share class of another
PGIM Fund.
In addition, Class
R6 shares may not be exchanged for Class R6 shares of the Prudential Day One
Funds or the PGIM 60/40 Allocation Fund.
After an exchange,
at redemption, any CDSC will be calculated from the date of the initial
purchase, excluding any time that Class C shares were held in PGIM Government
Money Market Fund. We may change the terms of any exchange privilege after
giving you 60 days' notice.
There is no sales
charge for exchanges. However, if you exchange—and then sell—shares within the
applicable CDSC period, you must still pay the applicable CDSC. At the time of
exchange, CDSC liable shares and free shares move proportionally according to
the percentage of total shares you are exchanging. If you have exchanged Class C
shares into PGIM Government Money Market Fund, the time you hold the Class C
shares in the money market fund will not be counted in calculating the required
holding period for CDSC liability.
For investors in
certain programs sponsored by financial intermediaries that offer shares of the
Fund, or whose programs are available through financial intermediaries that
offer shares of the Fund for mutual fund “wrap” or asset allocation programs or
mutual fund “supermarket” programs, an exchange may be made from Class A to
Class Z shares of the Fund in certain limited circumstances. Contact your
program sponsor or financial intermediary with any questions.
Exchanging
Shares Held by a Financial Intermediary. If you hold shares
through a financial intermediary, you must exchange shares through your
financial intermediary.
Exchanging
Shares Held by the Transfer Agent. If you hold shares
through the Transfer Agent, contact your financial advisor or PMFS at (800)
225-1852 or write to PMFS at:
Prudential
Mutual Fund Services LLC
P.O. Box 9658
Providence, RI 02940
P.O. Box 9658
Providence, RI 02940
If you participate
in any fee-based program where the Fund is an available investment option, you
may arrange with the Transfer Agent or your recordkeeper to exchange your Class
A shares, if any, for Class Z shares when you elect to participate in the
fee-based program. When you no longer participate in the program, you may
arrange with the Transfer Agent or your recordkeeper to exchange all of your
Class Z shares, including shares purchased while you were in the program, for
Class A shares.
Remember, as we
explained in the section entitled “Fund Distributions and Tax Issues—If You Sell
or Exchange Your Shares,” exchanging shares is considered a sale for tax
purposes. Therefore, if the shares you exchange are worth more than the amount
that you paid for them, you may have to pay capital gains tax. For additional
information about exchanging shares, see the SAI.
Frequent
Purchases and Redemptions of Fund Shares
The Fund seeks to
prevent patterns of frequent purchases and redemptions of Fund shares by its
shareholders. Frequent purchases and sales of shares of the Fund may adversely
affect Fund performance and the interests of long-term investors. When a
shareholder engages in frequent or short-term trading, the Fund may have to sell
portfolio securities to have the cash necessary to redeem the shareholder's
shares. This can happen when it is not advantageous to sell any securities, so
the Fund's performance may be hurt. When large dollar amounts are involved,
frequent trading can also make it difficult to use long-term investment
strategies because the Fund cannot predict how
40
PGIM Jennison
International Opportunities Fund
much cash it will
have to invest. In addition, if the Fund is forced to liquidate investments due
to short-term trading activity, it may incur increased brokerage and tax costs.
Similarly, the Fund may bear increased administrative costs as a result of the
asset level and investment volatility that accompanies patterns of short-term
trading. Moreover, frequent or short-term trading by certain shareholders may
cause dilution in the value of Fund shares held by other shareholders. Funds
that invest in non-U.S. securities may be particularly susceptible to frequent
trading because time zone differences among international stock markets can
allow a shareholder engaging in frequent trading to exploit fund share prices
that may be based on closing prices of non-U.S. securities established some time
before the Fund calculates its own share price. Funds that invest in certain
fixed income securities, such as high-yield bonds or certain asset-backed
securities, may also constitute an effective vehicle for a shareholder's
frequent trading strategy.
The Fund does not
knowingly accommodate or permit frequent trading, and the Board has adopted
policies and procedures designed to discourage or prevent frequent trading
activities by Fund shareholders. In an effort to prevent such practices, the
Fund's Transfer Agent monitors trading activity on a daily basis. The Fund has
implemented a trading policy that limits the number of times a shareholder may
purchase Fund shares or exchange into the Fund and then sell those shares within
a specified period of time (a “round-trip transaction”) as established by the
Fund's Chief Compliance Officer (“CCO”). The CCO is authorized to set and modify
the parameters of the trading policy at any time as required to prevent the
adverse impact of frequent trading on Fund shareholders.
The CCO has defined
frequent trading as one or more round-trip transactions in shares of the Fund
within a 30-day period. If this occurs, the shareholder’s account will be
subject to a 60-day warning period. If a second round-trip occurs before the
conclusion of the 60-day warning period, a trading suspension will be placed on
the account by the Fund’s Transfer Agent that will remain in effect for 90 days.
The trading suspension will relate to purchases and exchange purchases (but not
redemptions) in the Fund in which the frequent trading occurred. Exceptions to
the trading policy will not normally be granted.
Transactions in the
PGIM money market funds, exchange-traded funds and PGIM Short-Term Corporate
Bond Fund are excluded from this trading policy. In addition, transactions by
affiliated PGIM Funds or certain unaffiliated funds, which are structured as
“funds-of-funds,” and invest primarily in other mutual funds within the PGIM
Fund family, are not subject to the limitations of the trading policy and are
not considered frequent or short-term trading.
This trading policy
does not apply to systematic purchases and redemptions (e.g., payroll purchases,
systematic withdrawals and rebalancing transactions or other similar
transactions not initiated by a shareholder or financial professional on
the transaction date). Generally, purchases and redemptions will not be
considered “systematic” unless the transaction is pre-established or scheduled
for a specific date.
The Fund reserves
the right to reject or cancel, without prior notice, all additional purchases or
exchanges into the Fund by a shareholder. Moreover, the Fund may direct a
broker-dealer or other intermediary to block a shareholder account from future
trading in the Fund. The Transfer Agent will monitor daily trading activity
above a certain threshold, which may be changed from time to time, over a
rolling 90-day period. If a purchase into the Fund is rejected or canceled, the
shareholder will receive a return of the purchase amount.
If the Fund is offered to qualified
plans on an omnibus basis or if Fund shares may be purchased through other
omnibus arrangements, such as through a financial intermediary such as a
broker-dealer, a bank, an insurance company separate account, an investment
adviser, or an administrator or trustee of a retirement plan (“Intermediaries”)
that holds your shares in an account under its name, Intermediaries maintain the
individual beneficial owner records and submit to the Fund only aggregate orders
combining the transactions of many beneficial owners. The Fund itself generally
cannot monitor trading by particular beneficial owners. The Fund has notified
Intermediaries in writing that it expects the Intermediaries to impose
restrictions on transfers by beneficial owners. Intermediaries may impose
different or stricter restrictions on transfers by beneficial owners.
The Transfer Agent
also reviews aggregate omnibus net flows above a certain threshold. In cases
where the activity is considered unusual, the Intermediary may be contacted by
the Transfer Agent to obtain additional information. The Transfer Agent has the
authority to cancel all or a portion of the trade if the information reveals
that the activity relates
Visit our website
at www.pgim.com/investments
41
to potential
offenders. Where appropriate, the Transfer Agent may request that the
Intermediary block a financial adviser or client from accessing the Fund. If
necessary, the Fund may be removed from a particular Intermediary’s
platform.
Shareholders
seeking to engage in frequent trading activities may use a variety of strategies
to avoid detection and, despite the efforts of the Fund to prevent such trading,
there is no guarantee that the Fund, the Transfer Agent or Intermediaries will
be able to identify these shareholders or curtail their trading practices. The
Fund does not have any arrangements intended to permit trading of its shares in
contravention of the policies described above.
Telephone
Redemptions or Exchanges
You may redeem your
shares of the Fund if the proceeds of the redemption do not exceed $250,000 or
exchange your shares in any amount by calling the Fund at (800) 225-1852 and
communicating your instructions in good order to a customer service
representative before 4:00 p.m. Eastern Time. You will receive a redemption or
exchange amount based on that day's NAV. Certain restrictions apply; please see
the section entitled “How to Sell Your Shares—Restrictions on Sales” above for
additional information. In the event that regular trading on the NYSE closes
before 4:00 p.m. Eastern Time, you will receive the following day's NAV if your
order to sell or exchange is received after the close of regular trading on the
NYSE.
The Transfer Agent
will record your telephone instructions and request specific account information
before redeeming or exchanging shares. The Fund will not be liable for losses
due to unauthorized or fraudulent telephone instructions if it follows
instructions that it reasonably believes are made by the shareholder. If the
Fund does not follow reasonable procedures, it may be liable.
In the event of
drastic economic or market changes, you may have difficulty in redeeming or
exchanging your shares by telephone. If this occurs, you should consider
redeeming or exchanging your shares by mail or through your broker.
The telephone
redemption and exchange procedures may be modified or terminated at any time. If
this occurs, you will receive a written notice from the Fund.
Expedited
Redemption Privilege
If you have
selected the Expedited Redemption Privilege, you may have your redemption
proceeds sent directly to your bank account. Expedited redemption requests may
be made by telephone or letter, must be received by the Transfer Agent prior to
4:00 p.m. Eastern Time to receive a redemption amount based on that day's NAV
and are subject to the terms and conditions regarding the redemption of shares.
In the event that regular trading on the NYSE closes before 4:00 p.m. Eastern
Time, you will receive the following day's NAV if your order to sell is received
after the close of regular trading on the NYSE. For more information, see the
SAI. The Expedited Redemption Privilege may be modified or terminated at any
time without notice.
42
PGIM Jennison
International Opportunities Fund
FINANCIAL
HIGHLIGHTS
Introduction
The financial highlights will help
you evaluate the Fund's financial performance for the past five fiscal years or
periods (as applicable). Certain information reflects financial results for a
single fund class share. The total return in each chart represents the rate that
a shareholder would have earned (or lost) on an investment in the Fund, assuming
investment at the start of the period and reinvestment of all dividends and
other distributions. The information is for the periods indicated.
These financial highlights for the
fiscal years ended October 31, 2020 and after were derived from the financial
statements audited by PricewaterhouseCoopers LLP, an independent registered
public accounting firm, whose report on those financial statements was
unqualified. The information for the fiscal years or periods (as applicable)
prior to the fiscal year ended October 31, 2020 was audited by another
independent registered public accounting firm.
A copy of the
Fund's annual report, including the Fund's audited financial statements and
report of independent registered public accounting firm, is available upon
request, at no charge, as described on the back cover of this
Prospectus.
|
Class
A Shares | |||||
|
|
Year
Ended October 31, | ||||
|
|
2022 |
2021 |
2020 |
2019 |
2018 |
|
Per
Share Operating Performance(a): | |||||
|
Net
Asset Value, Beginning of Year |
$38.51 |
$28.14 |
$19.51 |
$15.82 |
$17.10 |
|
Income
(loss) from investment operations: | |||||
|
Net
investment income (loss) |
(0.09) |
(0.25) |
(0.12) |
0.01 |
(0.06) |
|
Net
realized and unrealized gain (loss) on investment and foreign currency
transactions |
(16.36) |
10.62 |
8.75 |
3.68 |
(1.22) |
|
Total from
investment operations |
(16.45) |
10.37 |
8.63 |
3.69 |
(1.28) |
|
Less
Dividends and Distributions: | |||||
|
Tax return
of capital distributions |
(-)(b) |
- |
- |
- |
- |
|
Distributions
from net realized gains |
(0.03) |
- |
- |
- |
- |
|
Total
dividends and distributions |
(0.03) |
- |
- |
- |
- |
|
Net asset
value, end of Year |
$22.03 |
$38.51 |
$28.14 |
$19.51 |
$15.82 |
|
Total
Return(c): |
(42.74)% |
36.90% |
44.11% |
23.39% |
(7.49)% |
|
| |||||
|
Ratios/Supplemental
Data: | |||||
|
Net
assets, end of Year
(000) |
$105,135 |
$208,515 |
$76,093 |
$26,778 |
$14,496 |
|
Average
net assets (000) |
$150,632 |
$142,641 |
$46,059 |
$20,599 |
$10,393 |
|
Ratios
to average net assets(d): | |||||
|
Expenses
after waivers and/or expense reimbursement |
1.09% |
1.09% |
1.09% |
1.09% |
1.13% |
|
Expenses
before waivers and/or expense reimbursement |
1.27% |
1.27% |
1.34% |
1.46% |
1.55% |
|
Net
investment income (loss) |
(0.34)% |
(0.71)% |
(0.52)% |
0.04% |
(0.32)% |
|
Portfolio
turnover rate(e) |
76% |
41% |
43% |
53% |
59% |
|
(a) |
Calculated
based on average shares outstanding during the
year. |
|
(b) |
Amount
rounds to zero. |
|
(c) |
Total
return does not consider the effects of sales loads. Total return is
calculated assuming a purchase of a share on the first day and a sale on
the last day of each year
reported
and includes reinvestment of dividends and distributions, if any. Total
returns may reflect adjustments to conform to
GAAP. |
|
(d) |
Does
not include expenses of the underlying funds in which the Fund
invests. |
|
(e) |
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. |
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at www.pgim.com/investments
43
|
Class
C Shares | |||||
|
|
Year
Ended October 31, | ||||
|
|
2022 |
2021 |
2020 |
2019 |
2018 |
|
Per
Share Operating Performance(a): | |||||
|
Net
Asset Value, Beginning of Year |
$35.82 |
$26.38 |
$18.44 |
$15.08 |
$16.43 |
|
Income
(loss) from investment operations: | |||||
|
Net
investment income (loss) |
(0.30) |
(0.50) |
(0.29) |
(0.13) |
(0.18) |
|
Net
realized and unrealized gain (loss) on investment and foreign currency
transactions |
(15.17) |
9.94 |
8.23 |
3.49 |
(1.17) |
|
Total from
investment operations |
(15.47) |
9.44 |
7.94 |
3.36 |
(1.35) |
|
Less
Dividends and Distributions: | |||||
|
Tax return
of capital distributions |
(-)(b) |
- |
- |
- |
- |
|
Distributions
from net realized gains |
(0.03) |
- |
- |
- |
- |
|
Total
dividends and distributions |
(0.03) |
- |
- |
- |
- |
|
Net asset
value, end of Year |
$20.32 |
$35.82 |
$26.38 |
$18.44 |
$15.08 |
|
Total
Return(c): |
(43.22)% |
35.84% |
43.00% |
22.28% |
(8.22)% |
|
| |||||
|
Ratios/Supplemental
Data: | |||||
|
Net
assets, end of Year
(000) |
$22,981 |
$40,128 |
$16,411 |
$5,302 |
$3,800 |
|
Average
net assets (000) |
$30,780 |
$28,884 |
$9,894 |
$4,683 |
$3,449 |
|
Ratios
to average net assets(d): | |||||
|
Expenses
after waivers and/or expense reimbursement |
1.90% |
1.90% |
1.90% |
1.91% |
1.92% |
|
Expenses
before waivers and/or expense reimbursement |
2.01% |
1.97% |
2.15% |
2.33% |
2.54% |
|
Net
investment income (loss) |
(1.14)% |
(1.52)% |
(1.32)% |
(0.80)% |
(1.05)% |
|
Portfolio
turnover rate(e) |
76% |
41% |
43% |
53% |
59% |
|
(a) |
Calculated
based on average shares outstanding during the
year. |
|
(b) |
Amount
rounds to zero. |
|
(c) |
Total
return does not consider the effects of sales loads. Total return is
calculated assuming a purchase of a share on the first day and a sale on
the last day of each year
reported
and includes reinvestment of dividends and distributions, if any. Total
returns may reflect adjustments to conform to
GAAP. |
|
(d) |
Does
not include expenses of the underlying funds in which the Fund
invests. |
|
(e) |
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. |
44
PGIM Jennison
International Opportunities Fund
|
Class
R Shares | |||||
|
|
Year
Ended October 31, |
November
20,
2017(a)
through
October
31, 2018 | |||
|
|
2022 |
2021 |
2020 |
2019 | |
|
Per
Share Operating Performance(b): | |||||
|
Net
Asset Value, Beginning of Period |
$38.17 |
$27.98 |
$19.48 |
$15.86 |
$17.62 |
|
Income
(loss) from investment operations: | |||||
|
Net
investment income (loss) |
(0.19) |
(0.37) |
(0.20) |
(0.06) |
(0.09) |
|
Net
realized and unrealized gain (loss) on investment and foreign currency
transactions |
(16.20) |
10.56 |
8.70 |
3.68 |
(1.67) |
|
Total from
investment operations |
(16.39) |
10.19 |
8.50 |
3.62 |
(1.76) |
|
Less
Dividends and Distributions: | |||||
|
Tax return
of capital distributions |
(-)(c) |
- |
- |
- |
- |
|
Distributions
from net realized gains |
(0.03) |
- |
- |
- |
- |
|
Total
dividends and distributions |
(0.03) |
- |
- |
- |
- |
|
Net asset
value, end of Period |
$21.75 |
$38.17 |
$27.98 |
$19.48 |
$15.86 |
|
Total
Return(d): |
(42.97)% |
36.42% |
43.56% |
22.89% |
(9.99)% |
|
| |||||
|
Ratios/Supplemental
Data: | |||||
|
Net
assets, end of Period
(000) |
$230,246 |
$358,284 |
$291,162 |
$280,311 |
$266,294 |
|
Average
net assets (000) |
$269,777 |
$340,986 |
$281,238 |
$278,086 |
$299,955 |
|
Ratios
to average net assets(e): | |||||
|
Expenses
after waivers and/or expense reimbursement |
1.47% |
1.47% |
1.47% |
1.47% |
1.46%(f) |
|
Expenses
before waivers and/or expense reimbursement |
1.72% |
1.72% |
1.77% |
1.81% |
1.80%(f) |
|
Net
investment income (loss) |
(0.70)% |
(1.08)% |
(0.87)% |
(0.36)% |
(0.53)%(f) |
|
Portfolio
turnover rate(g) |
76% |
41% |
43% |
53% |
59% |
|
(a) |
Commencement
of offering. |
|
(b) |
Calculated
based on average shares outstanding during the
period. |
|
(c) |
Amount
rounds to zero. |
|
(d) |
Total
return is calculated assuming a purchase of a share on the first day and a
sale on the last day of each period reported and includes reinvestment of
dividends and
distributions,
if any. Total returns may reflect adjustments to conform to GAAP. Total
returns for periods less than one full year are not
annualized. |
|
(e) |
Does
not include expenses of the underlying funds in which the Fund
invests. |
|
(f) |
Annualized. |
|
(g) |
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. |
Visit our website
at www.pgim.com/investments
45
|
Class
Z Shares | |||||
|
|
Year
Ended October 31, | ||||
|
|
2022 |
2021 |
2020 |
2019 |
2018 |
|
Per
Share Operating Performance(a): | |||||
|
Net
Asset Value, Beginning of Year |
$39.17 |
$28.56 |
$19.77 |
$16.01 |
$17.29 |
|
Income
(loss) from investment operations: | |||||
|
Net
investment income (loss) |
(0.04) |
(0.18) |
(0.10) |
0.03 |
(0.01) |
|
Net
realized and unrealized gain (loss) on investment and foreign currency
transactions |
(16.65) |
10.79 |
8.89 |
3.74 |
(1.24) |
|
Total from
investment operations |
(16.69) |
10.61 |
8.79 |
3.77 |
(1.25) |
|
Less
Dividends and Distributions: | |||||
|
Dividends
from net investment income |
- |
- |
- |
(0.01) |
(0.03) |
|
Tax return
of capital distributions |
(-)(b) |
- |
- |
- |
- |
|
Distributions
from net realized gains |
(0.03) |
- |
- |
- |
- |
|
Total
dividends and distributions |
(0.03) |
- |
- |
(0.01) |
(0.03) |
|
Net asset
value, end of Year |
$22.45 |
$39.17 |
$28.56 |
$19.77 |
$16.01 |
|
Total
Return(c): |
(42.63)% |
37.15% |
44.46% |
23.56% |
(7.24)% |
|
| |||||
|
Ratios/Supplemental
Data: | |||||
|
Net
assets, end of Year
(000) |
$1,948,250 |
$3,481,110 |
$1,364,899 |
$208,629 |
$104,113 |
|
Average
net assets (000) |
$2,744,398 |
$2,452,905 |
$639,223 |
$139,982 |
$75,711 |
|
Ratios
to average net assets(d): | |||||
|
Expenses
after waivers and/or expense reimbursement |
0.90% |
0.90% |
0.90% |
0.90% |
0.89% |
|
Expenses
before waivers and/or expense reimbursement |
0.96% |
0.94% |
0.99% |
1.04% |
1.04% |
|
Net
investment income (loss) |
(0.14)% |
(0.51)% |
(0.38)% |
0.15% |
(0.08)% |
|
Portfolio
turnover rate(e) |
76% |
41% |
43% |
53% |
59% |
|
(a) |
Calculated
based on average shares outstanding during the
year. |
|
(b) |
Amount
rounds to zero. |
|
(c) |
Total
return is calculated assuming a purchase of a share on the first day and a
sale on the last day of each year reported and includes reinvestment of
dividends and
distributions,
if any. Total returns may reflect adjustments to conform to
GAAP. |
|
(d) |
Does
not include expenses of the underlying funds in which the Fund
invests. |
|
(e) |
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. |
46
PGIM Jennison
International Opportunities Fund
|
Class
R2 Shares | ||||
|
|
Year
Ended October 31, |
December
27,
2018(a)
through
October
31, 2019 | ||
|
|
2022 |
2021 |
2020 | |
|
Per
Share Operating Performance(b): | ||||
|
Net
Asset Value, Beginning of Period |
$38.72 |
$28.35 |
$19.70 |
$15.10 |
|
Income
(loss) from investment operations: | ||||
|
Net
investment income (loss) |
(0.15) |
(0.33) |
(0.29) |
(0.12) |
|
Net
realized and unrealized gain (loss) on investment and foreign currency
transactions |
(16.45) |
10.70 |
8.94 |
4.72 |
|
Total from
investment operations |
(16.60) |
10.37 |
8.65 |
4.60 |
|
Less
Dividends and Distributions: | ||||
|
Tax return
of capital distributions |
(-)(c) |
- |
- |
- |
|
Distributions
from net realized gains |
(0.03) |
- |
- |
- |
|
Total
dividends and distributions |
(0.03) |
- |
- |
- |
|
Net asset
value, end of Period |
$22.09 |
$38.72 |
$28.35 |
$19.70 |
|
Total
Return(d): |
(42.90)% |
36.58% |
43.91% |
30.46% |
|
| ||||
|
Ratios/Supplemental
Data: | ||||
|
Net
assets, end of Period
(000) |
$10,579 |
$13,101 |
$4,664 |
$233 |
|
Average
net assets (000) |
$11,553 |
$8,789 |
$1,557 |
$44 |
|
Ratios
to average net assets(e): | ||||
|
Expenses
after waivers and/or expense reimbursement |
1.34% |
1.33% |
1.32% |
1.26%(f) |
|
Expenses
before waivers and/or expense reimbursement |
1.41% |
1.41% |
2.23% |
64.97%(f) |
|
Net
investment income (loss) |
(0.55)% |
(0.92)% |
(1.06)% |
(0.76)%(f) |
|
Portfolio
turnover rate(g) |
76% |
41% |
43% |
53% |
|
(a) |
Commencement
of offering. |
|
(b) |
Calculated
based on average shares outstanding during the
period. |
|
(c) |
Amount
rounds to zero. |
|
(d) |
Total
return is calculated assuming a purchase of a share on the first day and a
sale on the last day of each period reported and includes reinvestment of
dividends and
distributions,
if any. Total returns may reflect adjustments to conform to GAAP. Total
returns for periods less than one full year are not
annualized. |
|
(e) |
Does
not include expenses of the underlying funds in which the Fund
invests. |
|
(f) |
Annualized. |
|
(g) |
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. |
Visit our website
at www.pgim.com/investments
47
|
Class
R4 Shares | ||||
|
|
Year
Ended October 31, |
December
27,
2018(a)
through
October
31, 2019 | ||
|
|
2022 |
2021 |
2020 | |
|
Per
Share Operating Performance(b): | ||||
|
Net
Asset Value, Beginning of Period |
$39.01 |
$28.49 |
$19.75 |
$15.10 |
|
Income
(loss) from investment operations: | ||||
|
Net
investment income (loss) |
(0.09) |
(0.25) |
(0.11) |
(0.02) |
|
Net
realized and unrealized gain (loss) on investment and foreign currency
transactions |
(16.58) |
10.77 |
8.85 |
4.67 |
|
Total from
investment operations |
(16.67) |
10.52 |
8.74 |
4.65 |
|
Less
Dividends and Distributions: | ||||
|
Tax return
of capital distributions |
(-)(c) |
- |
- |
- |
|
Distributions
from net realized gains |
(0.03) |
- |
- |
- |
|
Total
dividends and distributions |
(0.03) |
- |
- |
- |
|
Net asset
value, end of Period |
$22.31 |
$39.01 |
$28.49 |
$19.75 |
|
Total
Return(d): |
(42.76)% |
36.97% |
44.20% |
30.79% |
|
| ||||
|
Ratios/Supplemental
Data: | ||||
|
Net
assets, end of Period
(000) |
$8,646 |
$16,892 |
$1,359 |
$846 |
|
Average
net assets (000) |
$11,164 |
$11,907 |
$1,023 |
$293 |
|
Ratios
to average net assets(e): | ||||
|
Expenses
after waivers and/or expense reimbursement |
1.09% |
1.08% |
1.04% |
0.95%(f) |
|
Expenses
before waivers and/or expense reimbursement |
1.16% |
1.14% |
2.47% |
10.65%(f) |
|
Net
investment income (loss) |
(0.33)% |
(0.69)% |
(0.46)% |
(0.11)%(f) |
|
Portfolio
turnover rate(g) |
76% |
41% |
43% |
53% |
|
(a) |
Commencement
of offering. |
|
(b) |
Calculated
based on average shares outstanding during the
period. |
|
(c) |
Amount
rounds to zero. |
|
(d) |
Total
return is calculated assuming a purchase of a share on the first day and a
sale on the last day of each period reported and includes reinvestment of
dividends and
distributions,
if any. Total returns may reflect adjustments to conform to GAAP. Total
returns for periods less than one full year are not
annualized. |
|
(e) |
Does
not include expenses of the underlying funds in which the Fund
invests. |
|
(f) |
Annualized. |
|
(g) |
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. |
48
PGIM Jennison
International Opportunities Fund
|
Class
R6 Shares | |||||
|
|
Year
Ended October 31, | ||||
|
|
2022 |
2021 |
2020 |
2019 |
2018 |
|
Per
Share Operating Performance(a): | |||||
|
Net
Asset Value, Beginning of Year |
$39.24 |
$28.59 |
$19.78 |
$16.02 |
$17.29 |
|
Income
(loss) from investment operations: | |||||
|
Net
investment income (loss) |
(0.02) |
(0.16) |
(0.08) |
0.04 |
(0.01) |
|
Net
realized and unrealized gain (loss) on investment and foreign currency
transactions |
(16.69) |
10.81 |
8.89 |
3.74 |
(1.22) |
|
Total from
investment operations |
(16.71) |
10.65 |
8.81 |
3.78 |
(1.23) |
|
Less
Dividends and Distributions: | |||||
|
Dividends
from net investment income |
- |
- |
- |
(0.02) |
(0.04) |
|
Tax return
of capital distributions |
(-)(b) |
- |
- |
- |
- |
|
Distributions
from net realized gains |
(0.03) |
- |
- |
- |
- |
|
Total
dividends and distributions |
(0.03) |
- |
- |
(0.02) |
(0.04) |
|
Net asset
value, end of Year |
$22.50 |
$39.24 |
$28.59 |
$19.78 |
$16.02 |
|
Total
Return(c): |
(42.61)% |
37.25% |
44.54% |
23.72% |
(7.15)% |
|
| |||||
|
Ratios/Supplemental
Data: | |||||
|
Net
assets, end of Year
(000) |
$1,330,422 |
$2,136,686 |
$673,736 |
$101,975 |
$35,141 |
|
Average
net assets (000) |
$1,686,565 |
$1,445,464 |
| ||