N-CSRS 1 d96276dncsrs.htm PRUDENTIAL'S GIBRALTAR FUND, INC. Prudential's Gibraltar Fund, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT

INVESTMENT COMPANIES

 

Investment Company Act file number:    811-01660
Exact name of registrant as specified in charter:    Prudential’s Gibraltar Fund, Inc.
Address of principal executive offices:    655 Broad Street, 17th Floor
   Newark, New Jersey 07102
Name and address of agent for service:    Deborah A. Docs
   655 Broad Street, 17th Floor
   Newark, New Jersey 07102
Registrant’s telephone number, including area code:    973-367-7521
Date of fiscal year end:    12/31/2017
Date of reporting period:    6/30/2017


Item 1 – Reports to Stockholders –


Prudential’s Gibraltar Fund, Inc.


 

SEMIANNUAL REPORT    June 30, 2017

 

 

LOGO

This report provides financial information about Prudential’s Gibraltar Fund, Inc. (the Fund), an investment option under your variable contract.

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

The accompanying financial statements as of June 30, 2017, were not audited and, accordingly, no auditor’s opinion is expressed on them.

 

LOGO


Investors should carefully consider the contract and the Fund’s investment objective, risks, and charges and expenses before investing. The contract and the Fund prospectus contain information relating to investment objectives, risks, and charges and expenses, as well as other important information. Read them carefully before investing or sending money.

A description of the Fund’s proxy voting policies and procedures is available, without charge, upon request. Planholders should call (888) 778-2888, to obtain descriptions of the Fund’s proxy voting policies and procedures. Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available on the website of the Securities and Exchange Commission (the Commission) at www.sec.gov.

The Fund files with the Commission a complete listing of portfolio holdings as of its first and third quarter-end on Form N-Q. Form N-Q is available on the Commission’s website at www.sec.gov or by visiting the Commission’s Public Reference Room. For more information on the Commission’s Public Reference Room, please visit the Commission’s website or call (800) SEC-0330.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Directors and is available without charge upon request by calling (888) 778-2888.


Prudential’s Gibraltar Fund, Inc.

 

Table of Contents

  Semiannual Report   June 30, 2017

 

 

LETTER TO PLANHOLDERS

 

 

PRESENTATION OF PORTFOLIO HOLDINGS

 

 

FEES AND EXPENSES

 

 

FINANCIAL REPORTS

 

Section A   Schedule of Investments and Financial Statements
Section B   Notes to Financial Statements
Section C   Financial Highlights

 

 

APPROVAL OF ADVISORY AGREEMENTS


Prudential’s Gibraltar Fund, Inc.

 

Letter to Planholders

  Semiannual Report   June 30, 2017

 

 

DEAR PLANHOLDER:

At Prudential, our primary objective is to help investors achieve and maintain long-term financial success. This Prudential’s Gibraltar Fund semiannual report outlines our efforts to achieve this goal. We hope you find it informative and useful.

Prudential has been building on a heritage of success for more than 135 years. We believe the array of our products provides a highly attractive value proposition to clients like you who are focused on financial security.

Your financial professional is the best resource to help you make the most informed investment decisions. Together, you can build a diversified investment portfolio that aligns with your long-term financial goals. Please keep in mind that diversification and asset allocation strategies do not assure a profit or protect against loss in declining markets.

Thank you for selecting Prudential as one of your financial partners. We value your trust and appreciate the opportunity to help you achieve financial security.

Sincerely,

 

LOGO

Timothy S. Cronin

President,

Prudential’s Gibraltar Fund, Inc.

July 31, 2017


Prudential’s Gibraltar Fund, Inc.

 

Presentation of Portfolio Holdings — unaudited

  June 30, 2017

 

Prudential’s Gibraltar Fund, Inc.  
Five Largest Holdings         (% of Net Assets
Facebook, Inc. (Class A Stock)     6.2%  
Amazon.com, Inc.     6.2%  
Visa, Inc. (Class A Stock)     6.1%  
Alibaba Group Holding Ltd. (China), ADR     5.2%  
Apple, Inc.     5.1%  

 

For a complete listing of holdings, refer to the Schedule of Investments section of this report. Holdings reflect only long-term investments. Holdings/Issues/Industries/Sectors are subject to change.


Prudential’s Gibraltar Fund, Inc.

 

Fees and Expenses — unaudited

  June 30, 2017

 

As a Planholder investing in the Fund through a variable contract, you incur ongoing costs, including management fees, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other investment options. This example does not reflect fees and charges under your contract. If contract charges were included, the costs shown below would be higher. Please consult your contract for more information about contract fees and charges.

The example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period January 1, 2017 through June 30, 2017.

Actual Expenses

The first line of the table below provides information about actual account values and actual expenses. You may use this information, together with the amount you invested, to estimate the Fund expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Six-Month Period” to estimate the Fund expenses you paid on your account during this period. As noted above, the table does not reflect variable contract fees and charges.

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing Fund costs only and do not reflect any contract fees and charges, such as sales charges (loads), insurance charges or administrative charges. Therefore the second line of the table is useful to compare ongoing investment option costs only, and will not help you determine the relative total costs of owning different contracts. In addition, if these contract fees and charges were included, your costs would have been higher.

 

Prudential’s Gibraltar Fund, Inc.      Beginning
Account Value
January 1, 2017
       Ending
Account Value
June 30,
2017
       Annualized Expense
Ratio based on the
Six-Month period
     Expenses Paid
During  the
Six-Month period*
 
Prudential’s Gibraltar Fund, Inc.    Actual      $ 1,000.00        $ 1,178.20          0.62    $ 3.35  
   Hypothetical      $ 1,000.00        $ 1,021.72          0.62    $ 3.11  

* Fund expenses (net of fee waivers or subsidies, if any) are equal to the annualized expense ratio (provided in the table), multiplied by the average account value over the period, multiplied by the 181 days in the six-month period ended June 30, 2017, and divided by the 365 days in the Fund’s fiscal year ending December 31, 2017 (to reflect the six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Fund may invest.


   PRUDENTIAL’S GIBRALTAR FUND, INC.  
SCHEDULE OF INVESTMENTS    June 30, 2017 (unaudited)

 

LONG-TERM INVESTMENTS — 96.2%         
COMMON STOCKS    Shares      Value  

Aerospace & Defense — 2.1%

     

Boeing Co. (The)

     16,819      $ 3,325,957  
     

 

 

 

Banks — 2.1%

     

JPMorgan Chase & Co.

     36,061        3,295,975  
     

 

 

 

Biotechnology — 5.6%

     

BioMarin Pharmaceutical, Inc.*

     21,945        1,993,045  

Celgene Corp.*

     28,697        3,726,880  

Shire PLC, ADR

     8,890        1,469,250  

Vertex Pharmaceuticals, Inc.*

     13,424        1,729,951  
     

 

 

 
        8,919,126  
     

 

 

 

Capital Markets — 1.2%

     

S&P Global, Inc.

     13,029        1,902,104  
     

 

 

 

Energy Equipment & Services — 2.0%

 

  

Halliburton Co.

     75,089        3,207,051  
     

 

 

 

Food & Staples Retailing — 1.4%

     

Costco Wholesale Corp.

     14,312        2,288,918  
     

 

 

 

Food Products — 1.8%

     

Mondelez International, Inc.
(Class A Stock)

     66,478        2,871,185  
     

 

 

 

Health Care Providers & Services — 2.1%

 

  

Cigna Corp.

     19,778        3,310,639  
     

 

 

 

Hotels, Restaurants & Leisure — 2.8%

 

  

Marriott International, Inc.
(Class A Stock)

     43,737        4,387,259  
     

 

 

 

Internet & Direct Marketing Retail — 10.2%

 

  

Amazon.com, Inc.*

     10,164        9,838,752  

Priceline Group, Inc. (The)*

     3,372        6,307,393  
     

 

 

 
        16,146,145  
     

 

 

 

Internet Software & Services — 18.4%

 

  

Alibaba Group Holding Ltd. (China), ADR*(a)

     58,990        8,311,691  

Alphabet, Inc. (Class A Stock)*

     5,896        5,481,393  

Alphabet, Inc. (Class C Stock)*

     6,006        5,457,833  

Facebook, Inc. (Class A Stock)*

     65,493        9,888,133  
     

 

 

 
        29,139,050  
     

 

 

 

IT Services — 11.0%

     

MasterCard, Inc. (Class A Stock)

     63,538        7,716,690  

Visa, Inc. (Class A Stock)

     103,949        9,748,337  
     

 

 

 
        17,465,027  
     

 

 

 

Life Sciences Tools & Services — 2.0%

 

  

Illumina, Inc.*

     18,553        3,219,317  
     

 

 

 

Oil, Gas & Consumable Fuels — 2.5%

     

Concho Resources, Inc.*

     23,099        2,807,221  

EOG Resources, Inc.

     12,721        1,151,505  
     

 

 

 
        3,958,726  
     

 

 

 

Pharmaceuticals — 5.1%

     

Allergan PLC

     16,106        3,915,208  

Bristol-Myers Squibb Co.

     74,118        4,129,855  
     

 

 

 
        8,045,063  
     

 

 

 
COMMON STOCKS
(continued)
   Shares      Value  

Semiconductors & Semiconductor Equipment — 1.1%

 

QUALCOMM, Inc.

     32,704      $ 1,805,915  
     

 

 

 

Software — 14.3%

     

Adobe Systems, Inc.*

     40,742        5,762,549  

Microsoft Corp.

     100,061        6,897,205  

Red Hat, Inc.*

     66,571        6,374,173  

salesforce.com, Inc.*

     42,617        3,690,632  
     

 

 

 
        22,724,559  
     

 

 

 

Specialty Retail — 0.4%

     

TJX Cos., Inc. (The)

     9,661        697,234  
     

 

 

 

Technology Hardware, Storage & Peripherals — 5.1%

 

Apple, Inc.

     56,510        8,138,570  
     

 

 

 

Textiles, Apparel & Luxury Goods — 5.0%

 

NIKE, Inc. (Class B Stock)

     134,404        7,929,836  
     

 

 

 

TOTAL LONG-TERM INVESTMENTS
(cost $73,765,108)

 

     152,777,656  
     

 

 

 
SHORT-TERM INVESTMENTS — 8.9%  

AFFILIATED MUTUAL FUNDS

     

Prudential Investment Portfolios 2 —Prudential Core Ultra Short Bond Fund(w)

     6,006,110        6,006,110  

Prudential Investment Portfolios 2 —Prudential Institutional Money Market Fund (cost $8,058,010; includes $8,051,331 of cash collateral for securities on
loan)(b)(w)

     8,057,375        8,058,180  
     

 

 

 

TOTAL SHORT-TERM INVESTMENTS
(cost $14,064,120)

 

     14,064,290  
     

 

 

 

TOTAL INVESTMENTS — 105.1%
(cost $87,829,228)

 

     166,841,946  

LIABILITIES IN EXCESS OF
OTHER ASSES — (5.1)%

 

     (8,091,185
     

 

 

 

NET ASSETS — 100.0%

 

   $ 158,750,761  
     

 

 

 

The following abbreviations are used in the semiannual report.

 

ADR   American Depository receipt
LIBOR   London Interbank Offered Rate

 

* Non-income producing security.

 

(a) All or a portion of security is on loan. The aggregate market value of such securities, including those sold and pending settlement, is $7,890,400; cash collateral of $8,051,331 (included in liabilities) was received with which the Fund purchased highly liquid short-term investments.

 

(b) Represents security purchased with cash collateral received for securities on loan and includes dividend reinvestment.

 

(w) PGIM Investments LLC, the manager of the Fund, also serves as manager of the Prudential Investment Portfolios 2 — Prudential Core Ultra Short Bond Fund and Prudential Institutional Money Market Fund.
 

 

SEE NOTES TO FINANCIAL STATEMENTS.

 

A1


   PRUDENTIAL’S GIBRALTAR FUND, INC. (continued)  
SCHEDULE OF INVESTMENTS    June 30, 2017 (unaudited)

 

Fair Value Measurements:

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

 

Level 1—unadjusted quoted prices generally in active markets for identical securities.
Level 2—quoted prices for similar securities, interest rates and yield curves, prepayment speeds, foreign currency exchange rates and other observable inputs.
Level 3—unobservable inputs for securities valued in accordance with Board approved fair valuation procedures.

The following is a summary of the inputs used as of June 30, 2017 in valuing such portfolio securities:

 

     Level 1      Level 2      Level 3  

Investments in Securities

        

Common Stocks

        

Aerospace & Defense

   $ 3,325,957      $      $  

Banks

     3,295,975                

Biotechnology

     8,919,126                

Capital Markets

     1,902,104                

Energy Equipment & Services

     3,207,051                

Food & Staples Retailing

     2,288,918                

Food Products

     2,871,185                

Health Care Providers & Services

     3,310,639                

Hotels, Restaurants & Leisure

     4,387,259                

Internet & Direct Marketing Retail

     16,146,145                

Internet Software & Services

     29,139,050                

IT Services

     17,465,027                

Life Sciences Tools & Services

     3,219,317                

Oil, Gas & Consumable Fuels

     3,958,726                

Pharmaceuticals

     8,045,063                

Semiconductors & Semiconductor Equipment

     1,805,915                

Software

     22,724,559                

Specialty Retail

     697,234                

Technology Hardware, Storage & Peripherals

     8,138,570                

Textiles, Apparel & Luxury Goods

     7,929,836                

Affiliated Mutual Funds

     14,064,290                
  

 

 

    

 

 

    

 

 

 

Total

   $   166,841,946      $   —      $   —  
  

 

 

    

 

 

    

 

 

 

During the period, there were no transfers between Level 1, Level 2 and Level 3 to report.

Industry Classification:

The industry classification of investments and liabilities in excess of other assets shown as a percentage of net assets as of June 30, 2017 were as follows:

 

Internet Software & Services

     18.4

Software

     14.3  

IT Services

     11.0  

Internet & Direct Marketing Retail

     10.2  

Affiliated Mutual Funds (including 5.1% of collateral for securities on loan)

     8.9  

Biotechnology

     5.6  

Technology Hardware, Storage & Peripherals

     5.1  

Pharmaceuticals

     5.1  

Textiles, Apparel & Luxury Goods

     5.0  

Hotels, Restaurants & Leisure

     2.8  

Oil, Gas & Consumable Fuels

     2.5  

Aerospace & Defense

     2.1  

Health Care Providers & Services

     2.1

Banks

     2.1  

Life Sciences Tools & Services

     2.0  

Energy Equipment & Services

     2.0  

Food Products

     1.8  

Food & Staples Retailing

     1.4  

Capital Markets

     1.2  

Semiconductors & Semiconductor Equipment

     1.1  

Specialty Retail

     0.4  
  

 

 

 
     105.1  

Liabilities in excess of other assets

     (5.1
  

 

 

 
     100.0
  

 

 

 
 

 

SEE NOTES TO FINANCIAL STATEMENTS.

 

A2


   PRUDENTIAL’S GIBRALTAR FUND, INC. (continued)  
SCHEDULE OF INVESTMENTS    June 30, 2017 (unaudited)

 

Financial Instruments/Transactions — Summary of Offsetting and Netting Arrangements:

The Fund entered into financial instruments/transactions during the reporting period that are either offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements that permit offsetting. The information about offsetting and related netting arrangements for financial investments/transactions, where the legal right to set-off exists, is presented in the summary below.

Offsetting of financial instrument/transaction assets and liabilities:

 

Description

     Gross Amounts of
Recognized Assets(1)
       Collateral Received(2)        Net Amount  

Securities on Loan

     $   7,890,400        $   (7,890,400)        $   —  
    

 

 

           
              

 

(1) Amount represents market value.

 

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

 

SEE NOTES TO FINANCIAL STATEMENTS.

 

A3


   PRUDENTIAL’S GIBRALTAR FUND, INC. (continued)  

 

STATEMENT OF ASSETS & LIABILITIES

(unaudited)

as of June 30, 2017

 

ASSETS  

Investments at value, including securities on loan of
$7,890,400:

 

Unaffiliated investments (cost $73,765,108)

   $ 152,777,656  

Affiliated investments (cost $14,064,120)

     14,064,290  

Tax reclaim receivable

     38,943  

Dividends receivable

     36,289  

Prepaid expenses

     171  
  

 

 

 

Total Assets

     166,917,349  
  

 

 

 
LIABILITIES  

Payable to broker for collateral for securities on loan

     8,051,331  

Management fee payable

     72,990  

Accrued expenses and other liabilities

     42,267  
  

 

 

 

Total Liabilities

     8,166,588  
  

 

 

 
NET ASSETS    $ 158,750,761  
  

 

 

 

Net assets were comprised of:

 

Common stock, at $0.01 par value

   $ 94,156  

Paid-in capital in excess of par

     74,273,495  
  

 

 

 
     74,367,651  

Undistributed net investment income

     262,559  

Accumulated net realized gain on investment transactions

     5,107,833  

Net unrealized appreciation on investments

     79,012,718  
  

 

 

 

Net assets, June 30, 2017

   $ 158,750,761  
  

 

 

 

Net asset value and redemption price per share, $158,750,761 / 9,415,582 outstanding shares of common stock (authorized 75,000,000 shares)

   $ 16.86  
  

 

 

 

STATEMENT OF OPERATIONS

(unaudited)

Six Months Ended June 30, 2017

 

NET INVESTMENT INCOME (LOSS)  

Income

 

Unaffiliated dividend income (net of foreign withholding taxes of $6,560)

   $ 720,077  

Affiliated dividend income

     20,866  

Affiliated income from securities lending, net

     3,016  
  

 

 

 

Total income

     743,959  
  

 

 

 
EXPENSES  

Management fee

     425,826  

Custodian and accounting fees

     26,000  

Audit fee

     13,000  

Directors’ fees

     5,000  

Legal fees and expenses

     5,000  

Miscellaneous

     6,574  
  

 

 

 

Total expenses

     481,400  
  

 

 

 
NET INVESTMENT INCOME (LOSS)      262,559  
  

 

 

 
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS   

Net realized gain (loss) on investment transactions (including affiliated of $(562))

     6,392,728  

Net change in unrealized appreciation (depreciation) on investments (including affiliated of $(170))

     18,557,503  
  

 

 

 
NET GAIN (LOSS) ON INVESTMENT TRANSACTIONS      24,950,231  
  

 

 

 
NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS    $ 25,212,790  
  

 

 

 
 

STATEMENT OF CHANGES IN NET ASSETS

(unaudited)

 

     Six Months Ended
June 30, 2017
    Year Ended
December 31, 2016
 

INCREASE (DECREASE) IN NET ASSETS

OPERATIONS

    

Net investment income (loss)

   $ 262,559     $ 275,134  

Net realized gain (loss) on investment transactions

     6,392,728       9,256,360  

Net change in unrealized appreciation (depreciation) on investments

     18,557,503       (9,470,736
  

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS

     25,212,790       60,758  
  

 

 

   

 

 

 
DIVIDENDS AND DISTRIBUTIONS:     

Dividends from net investment income

           (283,913

Distributions from net realized gains

           (12,953,416
  

 

 

   

 

 

 
           (13,237,329
  

 

 

   

 

 

 
CAPITAL STOCK TRANSACTIONS     

Capital stock sold [0 and 260 shares, respectively]

           3,733  

Capital stock issued in reinvestment of dividends [0 and 897,520 shares, respectively]

           13,237,329  

Capital stock repurchased [606,396 and 1,016,800 shares, respectively]

     (9,839,792     (15,319,068
  

 

 

   

 

 

 

NET INCREASE (DECREASE) IN NET ASSETS FROM FUND SHARE TRANSACTIONS

     (9,839,792     (2,078,006
  

 

 

   

 

 

 
TOTAL INCREASE (DECREASE)      15,372,998       (15,254,577
NET ASSETS:     

Beginning of period

     143,377,763       158,632,340  
  

 

 

   

 

 

 

End of period(a)

   $ 158,750,761     $ 143,377,763  
  

 

 

   

 

 

 

(a) Includes undistributed net investment income of:

   $ 262,559     $  
  

 

 

   

 

 

 

 

SEE NOTES TO FINANCIAL STATEMENTS.

 

A4


NOTES TO FINANCIAL STATEMENTS

(Unaudited)

Prudential’s Gibraltar Fund, Inc. (the “Fund”) was originally incorporated in the State of Delaware on March 14, 1968 and was reincorporated in the State of Maryland effective May 1, 1997. It is registered as an open-end, diversified management investment company under the Investment Company Act of 1940, as amended (“1940 Act”). The Fund was organized by The Prudential Insurance Company of America (“PICA”) to serve as the investment medium for the variable contract accounts of The Prudential Financial Security Program (“FSP”). The Fund does not sell its shares to the public. The accounts will redeem shares of the Fund to the extent necessary to provide benefits under the contracts or for such other purposes as may be consistent with the contracts.

The investment objective of the Fund is growth of capital to the extent compatible with a concern for preservation of principal.

 

Note 1:   Accounting Policies

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

Securities Valuation: The Fund holds securities and other assets that are fair valued at the close of each day (generally, 4:00 PM Eastern time) the New York Stock Exchange (“NYSE”) is open for trading. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The Board of Directors (the “Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to PGIM Investments LLC (“PGIM Investments” or “the Manager”) (formerly known as Prudential Investments LLC). Under the current valuation procedures, the Valuation Committee is responsible for supervising the valuation of portfolio securities and other assets. The valuation procedures permit the Fund to utilize independent pricing vendor services, quotations from market makers, and alternative valuation methods when market quotations are either not readily available or not deemed representative of fair value. A record of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at its next regularly scheduled quarterly meeting.

Various inputs determine how the Fund’s investments are valued, all of which are categorized according to the three broad levels (Level 1, 2, or 3) detailed in the Schedule of Investments.

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

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

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

 

B1


Securities and other assets that cannot be priced according to the methods described above are valued based on pricing methodologies approved by the Board. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy.

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

Restricted and Illiquid Securities: Subject to guidelines adopted by the Board, the Fund may invest up to 15% of its net assets in illiquid securities, including those which are restricted as to disposition under securities law (“restricted securities”). Restricted securities are valued pursuant to the valuation procedures noted above. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, cannot be sold within seven days in the ordinary course of business at approximately the amount at which the Fund has valued the investment. Therefore, the Fund may find it difficult to sell illiquid securities at the time considered most advantageous by its Subadviser and may incur expenses that would not be incurred in the sale of securities that were freely marketable. Certain securities that would otherwise be considered illiquid because of legal restrictions on resale to the general public may be traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. These Rule 144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act, may be deemed liquid by the Fund’s Subadviser under the guidelines adopted by the Directors of the Fund. However, the liquidity of the Fund’s investments in Rule 144A securities could be impaired if trading does not develop or declines.

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

Securities Lending: The Fund may lend its portfolio securities to banks and broker-dealers. The loans are secured by collateral at least equal to the market value of the securities loaned. Collateral pledged by each borrower is invested in an affiliated money market fund and is marked to market daily, based on the previous day’s market value, such that the value of the collateral exceeds the value of the loaned securities. Loans are subject to termination at the option of the borrower or the Fund. Upon termination of the loan, the borrower will return to the Fund securities identical to the loaned securities. Should the borrower of the securities fail financially, the Fund has the right to repurchase the securities in the open market using the collateral. The Fund recognizes income, net of any rebate and securities lending agent fees, for lending its securities in the form of fees or interest on the investment of any cash received as collateral. The borrower receives all interest and dividends from the securities loaned and such payments are passed back to the lender in amounts equivalent thereto. The Fund also continues to recognize any unrealized gain (loss) in the market price of the securities loaned and on the change in the value of the collateral invested that may occur during the term of the loan. In addition, realized gain (loss) is recognized on changes in the value of the collateral invested upon liquidation of the collateral. Net earnings from securities lending are disclosed on the Statement of Operations as “Income from securities lending, net”.

Securities Transactions and Net Investment Income: Securities transactions are recorded on the trade date. Realized gains (losses) from investment and currency transactions are calculated on the specific identification method. Dividend income is recorded on the ex-date. Interest income, including amortization of premium and

 

B2


accretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual.

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

Dividends and Distributions: The Fund expects to pay dividends of net investment income semi-annually and distributions of net realized capital gains, if any, at least annually. Dividends and distributions to shareholders, which are determined in accordance with federal income tax regulations and which may differ from generally accepted accounting principles, are recorded on the ex-date. Permanent book/tax differences relating to income and gain (loss) are reclassified amongst undistributed net investment income, accumulated net realized gain (loss) and paid-in-capital in excess of par, as appropriate.

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

 

Note 2:   Agreements

The Fund has a management agreement with PGIM Investments. Pursuant to this agreement, PGIM Investments has responsibility for all investment advisory services and supervises the subadviser’s performance of such services. PGIM Investments has entered into a subadvisory agreement with Jennison Associates LLC (“Jennison”). The subadvisory agreement provides that Jennison will furnish investment advisory services in connection with the management of the Fund. In connection therewith, Jennison is obligated to keep certain books and records of the Fund. PGIM Investments pays for the services of Jennison, the cost of compensation of officers of the Fund, costs related to shareholder reporting, occupancy and certain clerical and administrative expenses of the Fund. The Fund bears all other costs and expenses.

The management fee paid to PGIM Investments is accrued daily and payable monthly, at an annual rate of 0.55% of the Fund’s average daily net assets.

The Fund has a distribution agreement with Prudential Investment Management Services LLC (“PIMS”) which acts as distributor of the shares of the Fund. No distribution or service fees are paid to PIMS as distributor of shares of the Fund.

The Fund has entered into brokerage commission recapture agreements with certain registered broker-dealers. Under the brokerage commission recapture program, a portion of the commission is returned to the Fund. Such amounts are included within realized gain (loss) on investment transactions presented in the Statement of Operations. For the six months ended June 30, 2017, brokerage commission recaptured under these agreements was $1,146.

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

 

Note 3:   Other Transactions with Affiliates

The Fund may enter into certain securities purchase or sale transactions under Board approved Rule 17a-7 procedures. Rule 17a-7 is an exemptive rule under the 1940 Act, that permits purchase and sale transactions among affiliated investment companies, or between an investment company and a person that is affiliated solely by reason of having a common (or affiliated) investment adviser, common directors, and/or common officers. Such transactions are subject to ratification by the Board. For the period ended June 30, 2017 no such transactions were entered into by the Fund.

The Fund may invest its overnight sweep cash in the Prudential Core Ultra Short Bond Fund (the “Core Fund”), and its securities lending cash collateral in the Prudential Institutional Money Market Fund (the “Money Market Fund”), each a series of the Prudential Investment Portfolios 2, registered under the 1940 Act and managed by PGIM Investments. For the period ended June 30, 2017, PGIM, Inc. was compensated $2,391 by PGIM Investments for managing the Fund’s securities lending cash collateral as subadviser to the

 

B3


Money Market Fund. Earnings from the Core Fund and Money Market Fund are disclosed on the Statement of Operations as “Affiliated dividend income” and “Income from securities lending, net”, respectively.

 

Note 4:   Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-term investments and U.S. Treasury securities) for the six months ended June 30, 2017, were $6,493,571 and $21,035,790, respectively.

 

Note 5:   Tax Information

The United States federal income tax basis of the Fund’s investments and net unrealized appreciation as of June 30, 2017 were as follows:

 

Tax Basis

  Appreciation     Depreciation     Net Unrealized
Appreciation
 
$87,832,767   $ 80,583,887     $ (1,574,708   $ 79,009,179  

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

The Fund elected to treat post-October capital losses of approximately $1,281,000 as having been incurred in the following fiscal year (December 31, 2017).

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

 

Note 6:   Borrowings

The Fund, along with other affiliated registered investment companies (the “Funds”), is a party to a Syndicated Credit Agreement (“SCA”) with a group of banks. The purpose of the SCA is to provide an alternative source of temporary funding for capital share redemptions. The SCA provides for a commitment of $900 million for the period October 6, 2016 through October 5, 2017. The Funds pay an annualized commitment fee of .15% of the unused portion of the SCA. The Fund’s portion of the commitment fee for the unused amount, allocated based upon a method approved by the Board, is accrued daily and paid quarterly. The interest on borrowings under the SCA is paid monthly and at a per annum interest rate based upon a contractual spread plus the higher of (1) the effective federal funds rate, (2) the 1-month LIBOR rate or (3) zero percent.

The Fund did not utilize the SCA during the six months ended June 30, 2017.

 

Note 7:   Ownership and Affiliates

As of June 30, 2017, all shares of record of the Fund were owned by PICA on behalf of the owners of the three variable insurance products: Prudential’s Investment Plan Account, Prudential’s Annuity Plan Account and Prudential’s Annuity Plan Account-2.

 

Note 8:   Recent Accounting Pronouncements and Reporting Updates

On October 13, 2016, the SEC adopted new rules and forms and amended existing rules and forms which are intended to modernize and enhance the reporting and disclosure of information by registered investment companies and to improve the quality of information that funds provide to investors, including modifications to Regulation S-X which would require standardized, enhanced disclosure about derivatives in investment company financial statements. The compliance dates of the modifications to Regulation S-X are August 1, 2017 and other amendments and rules are generally June 1, 2018 and December 1, 2018. Management is currently evaluating the impacts to the financial statement disclosures.

 

B4


Financial Highlights

(unaudited)

 

       Six Months Ended
June 30, 2017(e)
    Year Ended December 31,  
         2016      2015      2014      2013      2012  

Per Share Operating Performance:

                  

Net Asset Value, beginning of period

     $ 14.31     $ 15.64      $ 15.24      $ 15.73      $ 12.15      $ 10.16  
    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Income (Loss) From Investment Operations:

                  

Net investment income (loss)

       .03       .03        .02        .04        .05        .08  

Net realized and unrealized gain (loss) on investments

       2.52       .05        1.92        1.24        3.84        1.98  
    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total from investment operations

       2.55       .08        1.94        1.28        3.89        2.06  
    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Less Dividends and Distributions:

                  

Dividends from net investment income

             (.03      (.03      (.04      (.05      (.07

Distributions from net realized gains

             (1.38      (1.51      (1.73      (.26       
    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
             (1.41      (1.54      (1.77      (.31      (.07
    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Net Asset Value, end of period

     $ 16.86     $ 14.31      $ 15.64      $ 15.24      $ 15.73      $ 12.15  
    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total Return(a):

       17.82     .39      12.65      8.43      32.15      20.33

Ratios/Supplemental Data:

                  

Net assets, end of period (in millions)

     $ 158.8     $ 143.4      $ 158.6      $ 158.9      $ 162.4      $ 135.8  

Ratios to average net assets(b):

                  

Expenses after waivers and/or expense reimbursement

       .62 %(c)      .62      .62      .62      .62 %      .63

Expenses before waivers and/or expense reimbursement

       .62 %(c)      .62      .62      .62      .62 %      .63

Net investment income (loss)

       .34 %(c)      .19      .14      .25      .34      .62

Portfolio turnover rate

       4 %(d)      21      22      31      29      32

 

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions, if any. Past performance is no guarantee of future results. Total returns may reflect adjustments to conform to generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

 

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

 

(c) Annualized.

 

(d) Not annualized.

 

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

 

SEE NOTES TO FINANCIAL STATEMENTS.

 

C1


Approval of Advisory Agreements

The Fund’s Board of Directors

The Board of Directors (the Board) of Prudential’s Gibraltar Fund, Inc. (the Fund) consists of nine individuals, eight of whom are not “interested persons” of the Fund, as defined in the Investment Company Act of 1940, as amended (the 1940 Act) (the Independent Directors). The Board is responsible for the oversight of the Fund and its operations, and performs the various duties imposed on the directors of the Board (the Directors) by the 1940 Act. The Independent Directors have retained independent legal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Director. The Board has established four standing committees: the Audit Committee, the Governance Committee, the Compliance Committee, and the Investment Review and Risk Committee. Each committee is chaired by an Independent Director.

Annual Approval of the Fund’s Advisory Agreements

As required under the 1940 Act, the Board determines annually whether to renew the Fund’s management agreement with PGIM Investments LLC (PGIM Investments) and the Fund’s subadvisory agreement with Jennison Associates LLC (Jennison). In considering the renewal of the agreements, the Board, including all of the Independent Directors, met on June 13-14, 2017 (the Meeting) and approved the renewal of the agreements through July 31, 2018, after concluding that renewal of the agreements was in the best interest of the Fund and its shareholders.

In advance of the Meeting, the Board requested and received materials relating to the agreements, and had the opportunity to ask questions and request further information in connection with its consideration. Among other things, the Board considered comparisons with other mutual funds in a relevant peer universe and peer group, as is further discussed below.

In approving the agreements, the Board, including the Independent Directors advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services provided by PGIM Investments and the subadviser, the performance of the Fund, the profitability of PGIM Investments and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with the Fund and its shareholders. In their deliberations, the Directors did not identify any single factor which alone was responsible for the Board’s decision to approve the agreements with respect to the Fund. In connection with its deliberations, the Board considered information provided by PGIM Investments throughout the year at regular and special Board meetings, presentations from portfolio managers and other information, as well as information furnished at or in advance of the Meeting.

The Directors determined that the overall arrangements between the Fund and PGIM Investments, which serves as the Fund’s investment manager pursuant to a management agreement, and between PGIM Investments and Jennison, which serves as the Fund’s subadviser pursuant to the terms of a subadvisory agreement with PGIM Investments, are in the best interests of the Fund and its shareholders in light of the services performed, fees charged and such other matters as the Directors considered relevant in the exercise of their business judgment. The Board considered the approval of the agreements for the Fund as part of its consideration of agreements for multiple portfolios, but its approvals were made on a fund-by-fund or portfolio-by-portfolio basis.

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

Nature, quality and extent of services

The Board received and considered information regarding the nature, quality and extent of services provided to the Fund by PGIM Investments and Jennison. The Board considered the services provided by PGIM Investments, including but not limited to the oversight of the subadviser for the Fund, as well as the provision of accounting oversight, recordkeeping, compliance, and other services to the Fund. The Board also considered that PGIM Investments or its affiliates pays the salaries of all of the officers and interested Directors of the Fund. With respect to PGIM Investments’ oversight of the subadviser, the Board noted that PGIM Investments’ Strategic Investment Research Group (SIRG), which is a business unit of PGIM Investments, is responsible for screening and recommending new subadvisers when appropriate, as well as monitoring and reporting to the Board on the performance and operations of the subadvisers. The Board also considered the investment subadvisory services provided by Jennison, as well as adherence to the Fund’s investment restrictions and compliance with applicable Fund policies and procedures. The Board considered PGIM Investments’ evaluation of the subadviser, as well as PGIM Investments’ recommendation, based on its review of the subadviser, to renew the subadvisory agreement.

 


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

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

Costs of Services and Profits Realized by PGIM Investments

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

Economies of Scale

The Board received and discussed information concerning whether PGIM Investments realizes economies of scale as the Fund’s assets grow beyond current levels. The Board noted that economies of scale, if any, may be shared with the Fund in several ways, including low management fees from inception, additional technological and personnel investments to enhance shareholder services, and maintaining existing expense structures in the face of a rising cost environment. The Board recognized the inherent limitations of any analysis of economies of scale, stemming largely from the Board’s understanding that most of PGIM Investments’ costs are not specific to individual funds, but rather are incurred across a variety of products and services.

Other Benefits to PGIM Investments and Jennison

The Board considered potential ancillary benefits that might be received by PGIM Investments and Jennison and their affiliates as a result of their relationship with the Fund. The Board concluded that potential benefits to be derived by PGIM Investments included compensation received by insurance company affiliates of PGIM Investments from Jennison, as well as benefits to the reputation or other intangible benefits resulting from PGIM Investments’ association with the Fund. The Board concluded that the potential benefits to be derived by Jennison included the ability to use soft dollar credits, and the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to its reputation. The Board concluded that the benefits derived by PGIM Investments and Jennison were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

Performance of the Fund / Fees and Expenses / Other Factors

With respect to the Fund, the Board also considered certain additional specific factors and made related conclusions relating to the historical performance of the Fund for the one-, three-, five- and ten-year periods ended December 31, 2016. The Board compared the historical performance of the Fund to the comparable performance of its benchmark index and to a universe of mutual funds that were determined by Broadridge, Inc. (Broadridge), an independent provider of mutual fund data, to be similar to the Fund (Peer Universe).

The Board also considered the Fund’s actual management fee, as well as the Fund’s net total expense ratio, for the calendar year 2016. The Board considered the management fee for the Fund as compared to the management fee charged by PGIM Investments to other funds and accounts and the fee charged by other advisers to comparable mutual funds in a group of mutual funds that were determined by Broadridge to be similar to the Fund (the Peer Group). The actual management fee represents the fee rate actually paid by Fund shareholders and includes any fee waivers or reimbursements. The net total expense ratio for the Fund represents the actual expense ratio incurred by Fund shareholders, but does not include the charges associated with the variable contracts.


The mutual funds included in the Peer Universe and the Peer Group were objectively selected by Broadridge. The comparisons placed the Fund in various quartiles, with the 1st quartile being the best 25% of the mutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds). To the extent that PGIM Investments deems appropriate, and for reasons addressed in detail with the Board, PGIM Investments may have provided, and the Board may have considered, supplemental data compiled by Broadridge for the Board’s consideration.

The section below summarizes key factors considered by the Board and the Board’s conclusions regarding the Fund’s performance, fees and overall expenses. The section sets forth gross performance comparisons (which do not reflect the impact on performance of any subsidies, expense caps or waivers that may be applicable) with the Peer Universe, actual management fees with the Peer Group (which reflect the impact of any subsidies or fee waivers), and net total expenses with the Peer Group, each of which were key factors considered by the Board.

 

Performance

  

1 Year

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

 

   

The Board noted that the Fund outperformed its benchmark index over the five- and ten-year periods, thought it underperformed its benchmark index over the other periods.

 

   

The Board considered information provided by PGIM Investments, which indicated that the Fund’s performance was adversely impacted by a challenging 2016, with the Portfolio outperforming its Peer Universe median and benchmark in three of the past five calendar years.

 

   

The Board also considered information provided by PGIM Investments which indicated that the Fund’s recent performance had shown improvement, with the Fund outperforming its benchmark index and Peer Universe median for the first quarter of 2017.

 

   

The Board noted that it would continue to monitor the Portfolio’s performance.

 

   

The Board concluded that, in light of the above, it would be in the best interests of the Fund and its shareholders to renew the agreements and that the management fees (including subadvisory fees) and total expenses were reasonable in light of the services provided.

*    *    *

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


 

 

 

 

 

Variable contracts contain exclusions, limitations, reductions of benefits, and terms for keeping them in force. For costs and complete details, refer to your contract or contact your licensed financial professional. Contract guarantees are based on the claims-paying ability of the issuing company.

Prudential’s Gibraltar Fund, Inc. is distributed by Prudential Investment Management Services LLC (PIMS), 655 Broad Street, 19th Floor, Newark, NJ 07102, member SIPC, a Prudential Financial company and solely responsible for its own financial condition and contractual obligations.


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The Prudential Insurance Company of America

751 Broad Street

Newark, NJ 07102-3714

 

The Audited Financial Statements of The Prudential Insurance Company of America are available upon request. You may call (888) 778-2888 to obtain a free copy of the Audited Financial Statements.

For service-related questions, please contact the Annuity Service Center at (888) 778-2888.

©2017 Prudential Financial, Inc. and its related entities. Prudential Investments, the Prudential logo, the Rock symbol, and Bring Your Challenges are service marks of Prudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

FSP-SAR


Item 2 –   Code of Ethics – Not required, as this is not an annual filing.
Item 3 –   Audit Committee Financial Expert – Not required, as this is not an annual filing.
Item 4 –   Principal Accountant Fees and Services – Not required, as this is not an annual filing.
Item 5 –   Audit Committee of Listed Registrants – Not applicable.
Item 6 –   Schedule of Investments – The schedule is included as part of the report to shareholders filed under Item 1 of this Form.
Item 7 –   Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies – Not applicable.
Item 8 –   Portfolio Managers of Closed-End Management Investment Companies – Not applicable.
Item 9 –   Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers – Not applicable.
Item 10 –   Submission of Matters to a Vote of Security Holders – Not applicable.
Item 11 –   Controls and Procedures
  (a)   It is the conclusion of the registrant’s principal executive officer and principal financial officer that the effectiveness of the registrant’s current disclosure controls and procedures (such disclosure controls and procedures having been evaluated within 90 days of the date of this filing) provide reasonable assurance that the information required to be disclosed by the registrant has been recorded, processed, summarized and reported within the time period specified in the Commission’s rules and forms and that the information required to be disclosed by the registrant has been accumulated and communicated to the registrant’s principal executive officer and principal financial officer in order to allow timely decisions regarding required disclosure.
  (b)   There has been no significant change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter of the period covered by this report that has materially affected, or is likely to materially affect, the registrant’s internal control over financial reporting.
Item 12 –   Exhibits
  (a)   (1)    Code of Ethics – Not required, as this is not an annual filing.
    (2)    Certifications pursuant to Section 302 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.CERT.
    (3)    Any written solicitation to purchase securities under Rule 23c-1. – Not applicable.
  (b)   Certifications pursuant to Section 906 of the Sarbanes-Oxley Act – Attached hereto as Exhibit EX-99.906CERT.


SIGNATURES

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

Registrant:         Prudential’s Gibraltar Fund, Inc.

 

By:   /s/ Deborah A. Docs
  Deborah A. Docs
  Secretary
Date:                   August 24, 2017

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

 

By:   /s/ Timothy S. Cronin
  Timothy S. Cronin
  Principal Executive Officer
Date:                   August 24, 2017
By:   /s/ M. Sadiq Peshimam
  M. Sadiq Peshimam
  Treasurer and Principal Financial and Accounting Officer
Date:   August 24, 2017