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The Prudential Series Fund

SEMIANNUAL REPORT June 30, 2019

Based on the variable contract you own or the portfolios you invested in, you mayreceive additional reports that provide financial information on those investmentchoices. Please refer to your variable annuity or variable life insurance contractprospectus to determine which portfolios are available to you.

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

The accompanying financial statements as of June 30, 2019, were not audited; andaccordingly, no auditor’s opinion is expressed on them.

Please note that this document may include prospectus supplements that areseparate from and not a part of this report. Please refer to your variable annuity orvariable life insurance contract prospectus to determine which supplements areapplicable to you.

SP Prudential U.S. Emerging Growth Portfolio

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The Prudential Series FundTable of Contents

Semiannual Report June 30, 2019

� L E T T E R T O C O N T R A C T O W N E R S

� P R E S E N T A T I O N O F P O R T F O L I O H O L D I N G S

� F E E S A N D E X P E N S E S

� F I N A N C I A L R E P O R T S

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

� A P P R O V A L O F A D V I S O R Y A G R E E M E N T S

This report may include financial information pertaining to certain portfolios that are not available through the variable lifeinsurance policy or variable annuity contract that you have chosen. Please refer to your variable life insurance or variable annuityprospectus to determine which portfolios are available to you.

[THIS PAGE INTENTIONALLY LEFT BLANK]

The Prudential Series FundLetter to Contract Owners

Semiannual Report June 30, 2019

� D E A R C O N T R A C T O W N E R

At Prudential, our primary objective is to help investors achieve and maintain long-term financial success. This Prudential SeriesFund 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 ahighly 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 canbuild a diversified investment portfolio that aligns with your long-term financial goals. Please keep in mind that diversificationand 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 helpyou achieve financial security.

Sincerely,

Timothy S. CroninPresident,The Prudential Series Fund July 31, 2019

The Prudential Series FundPresentation of Portfolio Holdings — unaudited

June 30, 2019

SP Prudential U.S. Emerging Growth Portfolio

Ten Largest Holdings Line of Business (% of Net Assets)

Global Payments, Inc. IT Services 2.5%

Waste Connections, Inc. Commercial Services & Supplies 2.3%

O’Reilly Automotive, Inc. Specialty Retail 2.2%

Fiserv, Inc. IT Services 1.9%

Tractor Supply Co. Specialty Retail 1.8%

Ball Corp. Containers & Packaging 1.8%

Advanced Micro Devices, Inc. Semiconductors & Semiconductor Equipment 1.7%

Xilinx, Inc. Semiconductors & Semiconductor Equipment 1.6%

Take-Two Interactive Software, Inc. Entertainment 1.5%

Copart, Inc. Commercial Services & Supplies 1.5%

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

The Prudential Series FundFees and Expenses — unaudited

June 30, 2019

As a contract owner investing in the Portfolio through a variable annuity or variable life contract, you incur ongoing costs, includingmanagement fees, and other Portfolio expenses. This example is intended to help you understand your ongoing costs (in dollars) ofinvesting in the Fund and to compare these costs with the ongoing costs of investing in other investment options. This example doesnot reflect fees and charges under your variable annuity or variable life contract. If contract charges were included, the costs shownbelow would be higher. Please consult the prospectus for 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, 2019through June 30, 2019.

Actual ExpensesThe 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 Portfolio expenses that you paid over the period. Simply divide your accountvalue 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 firstline under the heading entitled “Expenses Paid During the Six-Month Period” to estimate the Portfolio expenses you paid on youraccount during this period. As noted above, the table does not reflect variable contract fees and charges.

Hypothetical Example for Comparison PurposesThe second line of the table below provides information about hypothetical account values and hypothetical expenses based on thePortfolio’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Portfolio’s actual return.The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paidfor the period. You may use this information to compare the ongoing costs of investing in the Portfolio 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 otherinvestment options.

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

The Prudential Series Fund Portfolio

BeginningAccount Value

January 1, 2019

EndingAccount ValueJune 30, 2019

Annualized ExpenseRatio based on theSix-Month period

Expenses PaidDuring the

Six-Month period*

SP Prudential US EmergingGrowth (Class I)

Actual $1,000.00 $1,274.40 0.69% $3.89

Hypothetical $1,000.00 $1,021.37 0.69% $3.46

SP Prudential US EmergingGrowth (Class II)

Actual $1,000.00 $1,272.40 1.09% $6.14

Hypothetical $1,000.00 $1,019.39 1.09% $5.46

* Portfolio expenses (net of fee waivers or subsidies, if any) for each share class are equal to the annualized expense ratio for eachshare class (provided in the table), multiplied by the average account value over the period, multiplied by the 181 days in the six-month period ended June 30, 2019, and divided by the 365 days in the Portfolio’s fiscal year ending December 31, 2019 (to reflectthe six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Portfoliomay invest.

SP PRUDENTIAL U.S. EMERGING GROWTH PORTFOLIO

SCHEDULE OF INVESTMENTS as of June 30, 2019 (unaudited)

LONG-TERM INVESTMENTS — 97.7%COMMON STOCKS Shares Value

Aerospace & Defense — 1.2%HEICO Corp. (Class A Stock) . . . . . . . . 30,511 $ 3,153,922

Auto Components — 0.5%Aptiv PLC . . . . . . . . . . . . . . . . . . . . . . . . 17,584 1,421,315

Automobiles — 0.2%Tesla, Inc.*(a) . . . . . . . . . . . . . . . . . . . . . 1,847 412,731

Banks — 1.7%East West Bancorp, Inc. . . . . . . . . . . . . . 48,260 2,257,120First Republic Bank . . . . . . . . . . . . . . . . 23,580 2,302,587

4,559,707

Biotechnology — 4.2%Agios Pharmaceuticals, Inc.*(a) . . . . . . 15,811 788,653Alnylam Pharmaceuticals, Inc.* . . . . . . . 12,361 896,914BioMarin Pharmaceutical, Inc.* . . . . . . . 9,725 832,946Exact Sciences Corp.*(a) . . . . . . . . . . . . 32,741 3,864,748Exelixis, Inc.* . . . . . . . . . . . . . . . . . . . . . . 77,524 1,656,688Intercept Pharmaceuticals, Inc.*(a) . . . . 10,555 839,861Moderna, Inc.*(a) . . . . . . . . . . . . . . . . . . 33,066 484,086Sage Therapeutics, Inc.*(a) . . . . . . . . . . 10,263 1,879,053

11,242,949

Building Products — 2.0%Fortune Brands Home & Security,

Inc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,353 2,533,887Lennox International, Inc.(a) . . . . . . . . . 9,922 2,728,550

5,262,437

Capital Markets — 3.5%MSCI, Inc. . . . . . . . . . . . . . . . . . . . . . . . . 9,948 2,375,483Nasdaq, Inc. . . . . . . . . . . . . . . . . . . . . . . 22,438 2,157,862S&P Global, Inc. . . . . . . . . . . . . . . . . . . . 11,612 2,645,098TD Ameritrade Holding Corp. . . . . . . . . 44,064 2,199,675

9,378,118

Commercial Services & Supplies — 3.8%Copart, Inc.* . . . . . . . . . . . . . . . . . . . . . . 54,610 4,081,551Waste Connections, Inc. . . . . . . . . . . . . 63,508 6,070,095

10,151,646

Communications Equipment — 1.1%Arista Networks, Inc.* . . . . . . . . . . . . . . . 10,893 2,828,041

Construction Materials — 1.5%Vulcan Materials Co. . . . . . . . . . . . . . . . 28,459 3,907,705

Containers & Packaging — 3.1%Avery Dennison Corp. . . . . . . . . . . . . . . 31,193 3,608,406Ball Corp. . . . . . . . . . . . . . . . . . . . . . . . . . 66,690 4,667,633

8,276,039

Diversified Consumer Services — 1.2%Bright Horizons Family Solutions,

Inc.* . . . . . . . . . . . . . . . . . . . . . . . . . . . 20,807 3,139,152

Electrical Equipment — 1.4%AMETEK, Inc. . . . . . . . . . . . . . . . . . . . . . 40,883 3,713,812

Electronic Equipment, Instruments & Components — 5.4%Amphenol Corp. (Class A Stock) . . . . . . 39,241 3,764,781Corning, Inc. . . . . . . . . . . . . . . . . . . . . . . 57,411 1,907,767FLIR Systems, Inc. . . . . . . . . . . . . . . . . . 31,337 1,695,332Keysight Technologies, Inc.* . . . . . . . . . 41,307 3,709,782

COMMON STOCKS(continued) Shares Value

Electronic Equipment, Instruments & Components (continued)Zebra Technologies Corp.

(Class A Stock)* . . . . . . . . . . . . . . . . . 15,996 $ 3,351,002

14,428,664

Entertainment — 2.7%Spotify Technology SA* . . . . . . . . . . . . . 21,556 3,151,918Take-Two Interactive Software,

Inc.*(a) . . . . . . . . . . . . . . . . . . . . . . . . . 36,261 4,116,712

7,268,630

Health Care Equipment & Supplies — 3.2%DexCom, Inc.* . . . . . . . . . . . . . . . . . . . . . 18,677 2,798,562Insulet Corp.*(a) . . . . . . . . . . . . . . . . . . . 20,575 2,456,243ResMed, Inc. . . . . . . . . . . . . . . . . . . . . . . 26,227 3,200,481

8,455,286

Health Care Providers & Services — 2.7%Acadia Healthcare Co., Inc.*(a) . . . . . . . 38,011 1,328,484Centene Corp.* . . . . . . . . . . . . . . . . . . . . 45,237 2,372,228WellCare Health Plans, Inc.* . . . . . . . . . 12,210 3,480,705

7,181,417

Health Care Technology — 2.5%Teladoc Health, Inc.*(a) . . . . . . . . . . . . . 45,096 2,994,825Veeva Systems, Inc.

(Class A Stock)* . . . . . . . . . . . . . . . . . 22,395 3,630,454

6,625,279

Hotels, Restaurants & Leisure — 1.9%Hilton Worldwide Holdings, Inc. . . . . . . . 36,447 3,562,330Red Rock Resorts, Inc.

(Class A Stock) . . . . . . . . . . . . . . . . . . 66,854 1,436,024

4,998,354

Household Durables — 0.8%NVR, Inc.* . . . . . . . . . . . . . . . . . . . . . . . . 659 2,220,995

Insurance — 0.9%Progressive Corp. (The) . . . . . . . . . . . . . 29,256 2,338,432

Internet & Direct Marketing Retail — 0.7%Wayfair, Inc. (Class A Stock)* . . . . . . . . 13,519 1,973,774

IT Services — 10.6%Booz Allen Hamilton Holding Corp. . . . . 58,446 3,869,710Fiserv, Inc.*(a) . . . . . . . . . . . . . . . . . . . . . 56,262 5,128,844Gartner, Inc.* . . . . . . . . . . . . . . . . . . . . . . 13,650 2,196,831Global Payments, Inc. . . . . . . . . . . . . . . 40,666 6,511,847GoDaddy, Inc. (Class A Stock)* . . . . . . 38,055 2,669,558Okta, Inc.* . . . . . . . . . . . . . . . . . . . . . . . . 18,707 2,310,501Shopify, Inc. (Canada)

(Class A Stock)* . . . . . . . . . . . . . . . . . 7,399 2,220,810Square, Inc. (Class A Stock)*(a) . . . . . . 22,884 1,659,776Worldpay, Inc. (Class A Stock)* . . . . . . 12,852 1,575,013

28,142,890

Life Sciences Tools & Services — 0.8%Illumina, Inc.* . . . . . . . . . . . . . . . . . . . . . . 5,576 2,052,804

Machinery — 4.3%Ingersoll-Rand PLC . . . . . . . . . . . . . . . . 28,409 3,598,568Nordson Corp. . . . . . . . . . . . . . . . . . . . . . 13,692 1,934,817Oshkosh Corp. . . . . . . . . . . . . . . . . . . . . 14,966 1,249,511

SEE NOTES TO FINANCIAL STATEMENTS.

A1

SP PRUDENTIAL U.S. EMERGING GROWTH PORTFOLIO (continued)



Machinery (continued)Parker-Hannifin Corp. . . . . . . . . . . . . . . . 10,028 $ 1,704,860Stanley Black & Decker, Inc. . . . . . . . . . 20,225 2,924,737

11,412,493

Media — 0.6%New York Times Co. (The)

(Class A Stock)(a) . . . . . . . . . . . . . . . . 50,934 1,661,467

Oil, Gas & Consumable Fuels — 0.9%Concho Resources, Inc. . . . . . . . . . . . . . 22,132 2,283,580

Pharmaceuticals — 2.7%Catalent, Inc.* . . . . . . . . . . . . . . . . . . . . . 44,145 2,393,100Elanco Animal Health, Inc.* . . . . . . . . . . 55,565 1,878,097Jazz Pharmaceuticals PLC* . . . . . . . . . 20,376 2,904,803

7,176,000

Professional Services — 3.1%CoStar Group, Inc.* . . . . . . . . . . . . . . . . 3,153 1,746,951IHS Markit Ltd.* . . . . . . . . . . . . . . . . . . . . 50,164 3,196,450Verisk Analytics, Inc. . . . . . . . . . . . . . . . 22,398 3,280,411

8,223,812

Real Estate Management & Development — 1.2%CBRE Group, Inc. (Class A Stock)* . . . 60,266 3,091,646

Road & Rail — 1.3%Lyft, Inc. (Class A Stock)*(a) . . . . . . . . . 21,214 1,393,972Old Dominion Freight Line, Inc. . . . . . . . 12,905 1,926,200

3,320,172

Semiconductors & Semiconductor Equipment — 6.2%Advanced Micro Devices, Inc.*(a) . . . . . 145,103 4,406,778Lam Research Corp. . . . . . . . . . . . . . . . 19,143 3,595,821Marvell Technology Group Ltd. . . . . . . . 108,490 2,589,656Microchip Technology, Inc.(a) . . . . . . . . 18,780 1,628,226Xilinx, Inc.(a) . . . . . . . . . . . . . . . . . . . . . . 37,075 4,371,884

16,592,365

Software — 11.3%Autodesk, Inc.* . . . . . . . . . . . . . . . . . . . . 11,021 1,795,321DocuSign, Inc.*(a) . . . . . . . . . . . . . . . . . 23,523 1,169,328Fair Isaac Corp.* . . . . . . . . . . . . . . . . . . . 7,358 2,310,559Intuit, Inc. . . . . . . . . . . . . . . . . . . . . . . . . . 10,702 2,796,754Palo Alto Networks, Inc.* . . . . . . . . . . . . 16,907 3,444,970Paycom Software, Inc.* . . . . . . . . . . . . . 13,458 3,051,198Proofpoint, Inc.* . . . . . . . . . . . . . . . . . . . 21,828 2,624,817ServiceNow, Inc.* . . . . . . . . . . . . . . . . . . 9,572 2,628,184Slack Technologies, Inc.

(Class A Stock)* . . . . . . . . . . . . . . . . . 23,701 888,787Splunk, Inc.* . . . . . . . . . . . . . . . . . . . . . . 26,688 3,356,016Synopsys, Inc.* . . . . . . . . . . . . . . . . . . . . 30,790 3,962,365Trade Desk, Inc. (The)

(Class A Stock)*(a) . . . . . . . . . . . . . . . 8,570 1,952,075

29,980,374

Specialty Retail — 6.9%American Eagle Outfitters, Inc. . . . . . . . 47,950 810,355National Vision Holdings, Inc.* . . . . . . . 50,335 1,546,795O’Reilly Automotive, Inc.* . . . . . . . . . . . 15,748 5,816,051Ross Stores, Inc. . . . . . . . . . . . . . . . . . . 40,709 4,035,076Tractor Supply Co.(a) . . . . . . . . . . . . . . . 43,038 4,682,535


Specialty Retail (continued)Ulta Beauty, Inc.* . . . . . . . . . . . . . . . . . 4,371 $ 1,516,256

18,407,068

Textiles, Apparel & Luxury Goods — 1.4%Lululemon Athletica, Inc.* . . . . . . . . . . 20,965 3,778,103

Trading Companies & Distributors — 0.2%W.W. Grainger, Inc. . . . . . . . . . . . . . . . 1,755 470,744

TOTAL LONG-TERM INVESTMENTS(cost $203,789,418) . . . . . . . . . . . . . . . . . . . . . . . . . . . 259,531,923

SHORT-TERM INVESTMENTS — 19.2%AFFILIATED MUTUAL FUNDS

PGIM Core Ultra Short BondFund(w) . . . . . . . . . . . . . . . . . . . . . . . 6,484,495 6,484,495

PGIM Institutional Money MarketFund (cost $44,523,144; includes$44,444,275 of cash collateral forsecurities on loan)(b)(w) . . . . . . . . . 44,513,223 44,526,578

TOTAL SHORT-TERM INVESTMENTS(cost $51,007,639) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,011,073

TOTAL INVESTMENTS — 116.9%(cost $254,797,057) . . . . . . . . . . . . . . . . . . . . . . . . . . . 310,542,996

LIABILITIES IN EXCESS OFOTHER ASSETS — (16.9)% . . . . . . . . . . . . . . . . . . . (44,788,743)

NET ASSETS — 100.0% . . . . . . . . . . . . . . . . . . . . . . . . $265,754,253

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

LIBOR London Interbank Offered Rate

* Non-income producing security.

(a) All or a portion of security is on loan. The aggregate market valueof such securities, including those sold and pending settlement, is$43,834,378; cash collateral of $44,444,275 (included in liabilities)was received with which the Portfolio purchased highly liquid short-term investments.

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

(w) PGIM Investments LLC, the manager of the Portfolio, also servesas manager of the PGIM Core Ultra Short Bond Fund and PGIMInstitutional Money Market Fund.

Fair Value Measurements:

Various inputs are used in determining the value of the Portfolio’sinvestments. These inputs are summarized in the three broad levelslisted below.

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

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

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


A2



The following is a summary of the inputs used as of June 30, 2019 in valuing such portfolio securities:

Level 1 Level 2 Level 3

Investments in SecuritiesCommon Stocks

Aerospace & Defense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,153,922 $ — $ —Auto Components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,421,315 — —Automobiles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 412,731 — —Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,559,707 — —Biotechnology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,242,949 — —Building Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,262,437 — —Capital Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,378,118 — —Commercial Services & Supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,151,646 — —Communications Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,828,041 — —Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,907,705 — —Containers & Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,276,039 — —Diversified Consumer Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,139,152 — —Electrical Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,713,812 — —Electronic Equipment, Instruments & Components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,428,664 — —Entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,268,630 — —Health Care Equipment & Supplies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,455,286 — —Health Care Providers & Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,181,417 — —Health Care Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,625,279 — —Hotels, Restaurants & Leisure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,998,354 — —Household Durables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,220,995 — —Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,338,432 — —Internet & Direct Marketing Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,973,774 — —IT Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,142,890 — —Life Sciences Tools & Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,052,804 — —Machinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11,412,493 — —Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,661,467 — —Oil, Gas & Consumable Fuels . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,283,580 — —Pharmaceuticals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,176,000 — —Professional Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,223,812 — —Real Estate Management & Development . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,091,646 — —Road & Rail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,320,172 — —Semiconductors & Semiconductor Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16,592,365 — —Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29,980,374 — —Specialty Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18,407,068 — —Textiles, Apparel & Luxury Goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,778,103 — —Trading Companies & Distributors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 470,744 — —

Affiliated Mutual Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51,011,073 — —

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $310,542,996 $ — $ —

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, 2019 wereas follows:

Affiliated Mutual Funds (16.7% represents investmentspurchased with collateral from securities on loan) . . . . . . . . . 19.2%

Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.3IT Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.6Specialty Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.9Semiconductors & Semiconductor Equipment . . . . . . . . . . . . . 6.2Electronic Equipment, Instruments & Components . . . . . . . . . . 5.4Machinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3Biotechnology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.2Commercial Services & Supplies . . . . . . . . . . . . . . . . . . . . . . . . 3.8Capital Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.5Health Care Equipment & Supplies . . . . . . . . . . . . . . . . . . . . . . 3.2

Containers & Packaging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1%Professional Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.1Entertainment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7Health Care Providers & Services . . . . . . . . . . . . . . . . . . . . . . . . 2.7Pharmaceuticals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7Health Care Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5Building Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.0Hotels, Restaurants & Leisure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.9Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.7Construction Materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.5Textiles, Apparel & Luxury Goods . . . . . . . . . . . . . . . . . . . . . . . . 1.4Electrical Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.4


A3



Industry Classification (con’t)

Road & Rail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.3%Aerospace & Defense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2Diversified Consumer Services . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.2Real Estate Management & Development . . . . . . . . . . . . . . . . . . 1.2Communications Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.1Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.9Oil, Gas & Consumable Fuels . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.9Household Durables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.8Life Sciences Tools & Services . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.8

Internet & Direct Marketing Retail . . . . . . . . . . . . . . . . . . . . . . . 0.7%Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.6Auto Components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5Trading Companies & Distributors . . . . . . . . . . . . . . . . . . . . . . 0.2Automobiles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.2

116.9Liabilities in excess of other assets . . . . . . . . . . . . . . . . . . . . . (16.9)

100.0%

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

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

Offsetting of financial instrument/transaction assets and liabilities:

Description

Gross MarketValue of

RecognizedAssets/(Liabilities)

CollateralPledged/(Received)(1)

NetAmount

Securities on Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $43,834,378 $(43,834,378) $ —

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


A4


STATEMENT OF ASSETS AND LIABILITIES(unaudited)as of June 30, 2019ASSETS

Investments at value, including securities on loan of$43,834,378:Unaffiliated investments (cost $203,789,418) . . . . . . . . $259,531,923Affiliated investments (cost $51,007,639) . . . . . . . . . . . 51,011,073

Receivable for investments sold . . . . . . . . . . . . . . . . . . . . 17,886,514Dividends receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57,136Receivable for Portfolio shares sold . . . . . . . . . . . . . . . . . 26,557Tax reclaim receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,878Prepaid expenses and other assets . . . . . . . . . . . . . . . . . 2,716

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 328,521,797

LIABILITIESPayable to broker for collateral for securities on loan . . . 44,444,275Payable for investments purchased . . . . . . . . . . . . . . . . . . 17,999,249Accrued expenses and other liabilities . . . . . . . . . . . . . . . 132,086Management fee payable . . . . . . . . . . . . . . . . . . . . . . . . . . 127,945Payable for Portfolio shares repurchased . . . . . . . . . . . . . 56,931Payable to affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,878Affiliated transfer agent fee payable . . . . . . . . . . . . . . . . . 980Distribution fee payable . . . . . . . . . . . . . . . . . . . . . . . . . . . 125Administration fee payable . . . . . . . . . . . . . . . . . . . . . . . . . 75

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,767,544

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $265,754,253

Net assets were comprised of:Partners Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $265,754,253

Class I:Net asset value and redemption price per share,

$265,132,398 / 15,260,997 outstanding shares ofbeneficial interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17.37

Class II:Net asset value and redemption price per share,

$621,855 / 38,158 outstanding shares ofbeneficial interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 16.30

STATEMENT OF OPERATIONS(unaudited)Six Months Ended June 30, 2019NET INVESTMENT INCOME (LOSS) INCOME

Unaffiliated dividend income (net of $3,379 foreignwithholding tax) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 752,451

Affiliated dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . 104,633Income from securities lending, net (including affiliated

income of $30,151) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 97,515

Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 954,599

EXPENSESManagement fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 741,662Distribution fee—Class II . . . . . . . . . . . . . . . . . . . . . . . . . . . 748Administration fee—Class II . . . . . . . . . . . . . . . . . . . . . . . . . 449Shareholders’ reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,637Custodian and accounting fees . . . . . . . . . . . . . . . . . . . . . . 27,372Audit fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,736Trustees’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,994Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,762Transfer agent’s fees and expenses (including affiliated

expense of $2,941) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,297Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,671

Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 853,328

NET INVESTMENT INCOME (LOSS) . . . . . . . . . . . . . . . . . . . 101,271

REALIZED AND UNREALIZED GAIN (LOSS) ONINVESTMENT TRANSACTIONS

Net realized gain (loss) on investment transactions(including affiliated of $267) . . . . . . . . . . . . . . . . . . . . . . . 42,703,462

Net change in unrealized appreciation (depreciation) on:Investments (including affiliated of $3,135) . . . . . . . . . . . 15,770,316

NET GAIN (LOSS) ON INVESTMENT TRANSACTIONS . . 58,473,778

NET INCREASE (DECREASE) IN NET ASSETSRESULTING FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . $58,575,049

STATEMENTS OF CHANGES IN NET ASSETS(unaudited)

Six Months EndedJune 30, 2019

Year EndedDecember 31, 2018

INCREASE (DECREASE) IN NET ASSETSOPERATIONS

Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 101,271 $ 379,610Net realized gain (loss) on investment transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42,703,462 16,268,452Net change in unrealized appreciation (depreciation) on investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,770,316 (34,364,908)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . 58,575,049 (17,716,846)

PORTFOLIO SHARE TRANSACTIONSPortfolio shares sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,924,174 8,022,446Portfolio shares repurchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,078,218) (25,384,122)

NET INCREASE (DECREASE) IN NET ASSETS FROM PORTFOLIO SHARE TRANSACTIONS . . . . . . . . . . . (8,154,044) (17,361,676)

CAPITAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 11,284

TOTAL INCREASE (DECREASE) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50,421,005 (35,067,238)NET ASSETS:

Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 215,333,248 250,400,486

End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $265,754,253 $215,333,248


A5

NOTES TO FINANCIAL STATEMENTS OFTHE PRUDENTIAL SERIES FUND

(unaudited)

The Prudential Series Fund (“Series Fund”) is registered under the Investment Company Act of 1940, asamended (“1940 Act”), as an open-end management investment company. The Series Fund is composed ofseventeen Portfolios (“Portfolios”), each with separate series shares. The information presented in thesefinancial statements pertains to the SP Prudential U.S. Emerging Growth Portfolio (the “Portfolio”). ThePortfolio is a diversified portfolio.

The investment objective of the Portfolio is long-term capital appreciation.

1. Accounting Policies

The Series Fund follows the investment company accounting and reporting guidance of the FinancialAccounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 946 FinancialServices — Investment Companies. The following accounting policies conform to U.S. generally acceptedaccounting principles. The Series Fund and the Portfolio consistently follow such policies in the preparation oftheir financial statements.

Securities Valuation: The Portfolio holds securities and other assets and liabilities that are fair valued at theclose of each day (generally, 4:00 PM Eastern time) the New York Stock Exchange (“NYSE”) is open fortrading. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderlytransaction between market participants on the measurement date. The Series Fund’s Board of Trustees (the“Board”) has adopted valuation procedures for security valuation under which fair valuation responsibilitieshave been delegated to PGIM Investments LLC (“PGIM Investments” or the “Manager”). Pursuant to theBoard’s delegation, the Manager has established a Valuation Committee responsible for supervising the fairvaluation of portfolio securities and other assets and liabilities. The valuation procedures permit the Portfolioto utilize independent pricing vendor services, quotations from market makers, and alternative valuationmethods when market quotations are either not readily available or not deemed representative of fair value. Arecord of the Valuation Committee’s actions is subject to the Board’s review, approval, and ratification at itsnext regularly scheduled quarterly meeting.

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

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

Common and preferred stocks, exchange-traded funds, and derivative instruments, such as futures oroptions, that are traded on a national securities exchange are valued at the last sale price as of the close oftrading on the applicable exchange where the security principally trades. Securities traded via NASDAQ arevalued at the NASDAQ official closing price. To the extent these securities are valued at the last sale price orNASDAQ official closing price, they are classified as Level 1 in the fair value hierarchy. In the event that nosale or official closing price on valuation date exists, these securities are generally valued at the meanbetween the last reported bid and ask prices, or at the last bid price in the absence of an ask price. Thesesecurities are classified as Level 2 in the fair value hierarchy.

Foreign equities traded on foreign securities exchanges are generally valued using pricing vendor servicesthat 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 modelsgenerate an evaluated adjustment factor for each security, which is applied to the local closing price to adjustit for post closing market movements up to the time each Portfolio is valued. Utilizing that evaluatedadjustment factor, the vendor provides an evaluated price for each security. If the vendor does not provide anevaluated price, securities are valued in accordance with exchange-traded common and preferred stockvaluation policies discussed above.

B1

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

Securities and other assets that cannot be priced according to the methods described above are valuedbased on pricing methodologies approved by the Board. In the event that unobservable inputs are used whendetermining 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 natureof any restrictions on disposition of the securities; assessment of the general liquidity of the securities; theissuer’s financial condition and the markets in which it does business; the cost of the investment; the size ofthe holding and the capitalization of the issuer; the prices of any recent transactions or bids/offers for suchsecurities or any comparable securities; any available analyst media or other reports or information deemedreliable by the Manager regarding the issuer or the markets or industry in which it operates. Using fair value toprice securities may result in a value that is different from a security’s most recent closing price and from theprice used by other unaffiliated mutual funds to calculate their net asset values.

Illiquid Securities: Pursuant to Rule 22e-4 under the 1940 Act, the Series Fund has adopted a Boardapproved Liquidity Risk Management Program (“LRMP”) that requires, among other things, that the SeriesFund limit its illiquid investments that are assets to no more than 15% of net assets. Illiquid securities arethose that, because of the absence of a readily available market or due to legal or contractual restrictions onresale, may not reasonably be expected to be sold or disposed of in current market conditions in sevencalendar days or less without the sale or disposition significantly changing the market value of the investment.The Series Fund may find it difficult to sell illiquid securities at the time considered most advantageous by itssubadviser and may incur transaction costs that would not be incurred in the sale of securities that werefreely marketable.

Restricted Securities: Securities acquired in unregistered, private sales from the issuing company or from anaffiliate of the issuer are considered restricted as to disposition under federal securities law (“restrictedsecurities”). Such restricted securities are valued pursuant to the valuation procedures noted above.Restricted securities that would otherwise be considered illiquid investments pursuant to the Series Fund’sLRMP because of legal restrictions on resale to the general public may be traded among qualified institutionalbuyers under Rule 144A of the Securities Act of 1933. Therefore, these Rule 144A securities, as well ascommercial paper that is sold in private placements under Section 4(2) of the Securities Act of 1933, may beclassified higher than “illiquid” under the LRMP (i.e. “moderately liquid” or “less liquid” investments). However,the liquidity of the Series Fund’s investments in restricted securities could be impaired if trading does notdevelop or declines.

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

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

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

Although the net assets of the Portfolio are presented at the foreign exchange rates and market values at theclose of the period, the Portfolio does not generally isolate that portion of the results of operations arising as aresult of changes in the foreign exchange rates from the fluctuations arising from changes in the marketprices of long-term portfolio securities held at the end of the period. Similarly, the Portfolio does not isolate theeffect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices oflong-term portfolio securities sold during the period. Accordingly, holding period realized foreign currencygains (losses) are included in the reported net realized gains (losses) on investment transactions.

Net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses)from the disposition of holdings of foreign currencies, currency gains (losses) realized between the trade andsettlement dates on forward currency transactions, and the difference between the amounts of interest,dividends and foreign withholding taxes recorded on the Portfolio’s books and the U.S. dollar equivalentamounts actually received or paid. Net unrealized currency gains (losses) arise from valuing foreign currencydenominated assets and liabilities (other than investments) at period end exchange rates.

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

Securities Lending: The Portfolio lends its portfolio securities to banks and broker-dealers. The loans aresecured by collateral at least equal to the market value of the securities loaned. Collateral pledged by eachborrower is invested in an affiliated money market fund and is marked to market daily, based on the previousday’s market value, such that the value of the collateral exceeds the value of the loaned securities. In theevent of significant appreciation in value of securities on loan on the last business day of the reporting period,the financial statements may reflect a collateral value that is less than the market value of the loanedsecurities. Such shortfall is remedied as described above. Loans are subject to termination at the option of theborrower or the Portfolio. Upon termination of the loan, the borrower will return to the Portfolio securitiesidentical to the loaned securities. Should the borrower of the securities fail financially, the Portfolio has theright to repurchase the securities in the open market using the collateral.

The Portfolio recognizes income, net of any rebate and securities lending agent fees, for lending its securitiesin the form of fees or interest on the investment of any cash received as collateral. The borrower receives allinterest and dividends from the securities loaned and such payments are passed back to the lender inamounts equivalent thereto. The Portfolio also continues to recognize any unrealized gain (loss) in the marketprice of the securities loaned and on the change in the value of the collateral invested that may occur duringthe term of the loan. In addition, realized gain (loss) is recognized on changes in the value of the collateralinvested upon liquidation of the collateral. Net earnings from securities lending are disclosed on theStatement 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 identificationmethod. Dividend income is recorded on the ex-date, or for certain foreign securities, when the Portfoliobecomes aware of such dividends. Interest income, including amortization of premium and accretion ofdiscount on debt securities, as required, is recorded on the accrual basis. Expenses are recorded on anaccrual basis, which may require the use of certain estimates by management that may differ from actual. Netinvestment income or loss (other than administration and distribution fees which are charged directly to therespective class) and unrealized and realized gains (losses) are allocated daily to each class of shares basedupon the relative proportion of adjusted net assets of each class at the beginning of the day.

Taxes: For federal income tax purposes, the Portfolio is treated as a separate taxpaying entity. The Portfoliois treated as a partnership for tax purposes. No provision has been made in the financial statements for U.S.federal, state, or local taxes, as any tax liability arising from operations of the Portfolio is the responsibility ofthe Portfolio’s shareholders (participating insurance companies). The Portfolio is not generally subject toentity-level taxation. Shareholders of the Portfolio are subject to taxes on their distributive share of partnershipitems. Withholding taxes on foreign dividends, interest and capital gains are accrued in accordance with thePortfolio’s understanding of the applicable country’s tax rules and regulations. Such taxes are accrued net ofreclaimable amounts, at the time the related income/gain is recorded taking into account any agreements inplace with Prudential as referenced in Note 3. The Portfolio generally attempts to manage its diversification ina manner that supports the diversification requirements of the underlying separate accounts.

Distributions: Distributions, if any, from the Portfolio are made in cash and automatically reinvested inadditional shares of the Portfolio. Distributions are recorded on the ex-date.

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

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2. Agreements

The Series Fund, on behalf of the Portfolio, has a management agreement with PGIM Investments. Pursuantto this agreement, the Manager has responsibility for all investment management services and supervises thesubadviser’s performance of such services. Effective January 26, 2019, the Manager has entered into asubadvisory agreement with J.P. Morgan Investment Management, Inc. (“J.P. Morgan”) (the “subadviser”),under which J.P. Morgan provides investment advisory services for the Portfolio. The Manager pays for theservices of the subadviser, the cost of compensation of officers of the Portfolio, occupancy and certain clericaland administrative expenses of the Portfolio. The Portfolio bears all other costs and expenses. Prior toJanuary 26, 2019, the Manager had a subadvisory agreement with Jennison Associates LLC.

The management fee paid to the Manager is accrued daily and payable monthly at an annual rate of 0.60% ofthe Portfolio’s average daily net assets of the Fund. All amounts paid or payable by the Portfolio to theManager, under the agreement, are reflected in the Statement of Operations.

The Series Fund, on behalf of the Portfolio, has a distribution agreement, pursuant to Rule 12b-1 under the1940 Act, with Prudential Investment Management Services LLC (“PIMS”), which acts as the distributor of theClass I and Class II shares of the Portfolio. The Portfolio compensates PIMS for distributing and servicing thePortfolio’s Class II shares pursuant to a plan of distribution (the “Class II Plan”), regardless of expensesactually incurred by PIMS. The distribution fees are accrued daily and payable monthly. No distribution orservice fees are paid to PIMS as distributor of the Class I shares of the Portfolio. Pursuant to the Class IIPlan, the Class II shares of the Portfolio compensate PIMS for distribution-related activities at an annual rateof 0.25% of the average daily net assets of the Class II shares.

The Series Fund has an administration agreement with the Manager, which acts as the administrator of theClass II shares of the Portfolio. The administration fee paid to the Manager is accrued daily and payablemonthly, at the annual rate of 0.15% of the average daily net assets of the Class II shares.

The Series Fund, on behalf of the Portfolio, has entered into brokerage commission recapture agreementswith certain registered broker-dealers. Under the brokerage commission recapture program, a portion of thecommission is returned to the Portfolio on whose behalf the trades were made. Commission recapture is paidsolely to those portfolios generating the applicable trades. Such amounts are included within realized gain(loss) on investment transactions presented in the Statement of Operations. For the reporting period endedJune 30, 2019, brokerage commission recaptured under these agreements was $1,068.

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

3. Other Transactions with Affiliates

a.) Related Parties

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

The Portfolio may invest its overnight sweep cash in the PGIM Core Ultra Short Bond Fund (the “Core Fund”)and its securities lending cash collateral in the PGIM Institutional Money Market Fund (the “Money MarketFund”), each a series of Prudential Investment Portfolios 2, registered under the 1940 Act and managed byPGIM Investments. Through the Portfolio’s investments in the mentioned underlying funds, PGIM Investmentsand/or its affiliates are paid fees or reimbursed for providing their services. Earnings from the Core Fund andthe Money Market Fund are disclosed on the Statement of Operations as “Affiliated dividend income” and“Income from securities lending, net”, respectively.

The Portfolio may enter into certain securities purchase or sale transactions under Board approved Rule17a-7 procedures. Rule 17a-7 is an exemptive rule under the 1940 Act, that subject to certain conditions,permits purchase and sale transactions among affiliated investment companies, or between an investmentcompany and a person that is affiliated solely by reason of having a common (or affiliated) investmentadviser, common directors, and/or common officers. Pursuant to the Rule 17a-7 procedures and consistentwith guidance issued by the SEC, the Series Fund’s Chief Compliance Officer (“CCO”) prepares a quarterly

B4

summary of all such transactions for submission to the Board, together with the CCO’s written representationthat all such 17a-7 transactions were effected in accordance with the Series Fund’s Rule 17a-7 procedures.For the reporting period ended June 30, 2019, no 17a-7 transactions were entered into by the Portfolio.

b.) Securities Lending and Foreign Withholding Tax Reclaim Matters

In February 2016, Prudential, the parent company of the Manager, self-reported to the Securities andExchange Commission (“SEC”) and certain other regulators that, in some cases, it failed to maximizesecurities lending income for certain Portfolios of the Series Fund due to a long-standing restriction benefittingPrudential. The Board was not notified of the restriction until after it had been removed. Prudential paid eachof the affected Portfolios an amount equal to the estimated loss associated with the unauthorized restriction.At the Board’s direction, this payment occurred on June 30, 2016. The estimated opportunity loss wascalculated by an independent consultant hired by Prudential whose calculation methodology wassubsequently reviewed by a consultant retained by the independent trustees of the Portfolios. The per shareamount of opportunity loss payment to the Portfolios is disclosed in the Portfolio’s “Financial Highlights” as“Capital Contributions” for the fiscal year ended December 31, 2016.

In March 2018, Prudential further notified the SEC that it failed to timely reimburse certain Portfolios foramounts due under protocols established to ensure that the Portfolios were not harmed as a result of their taxstatus as partnerships instead of regulated investment companies (RICs). Specifically, as a result of theirpartnership status, the Portfolios are subject to higher foreign withholding tax rates on dividend and interestincome in certain foreign jurisdictions and/or are subject to delays in repayment of taxes withheld by certainforeign jurisdictions (collectively, “excess withholding tax”). Prudential’s protocols were intended to protect thePortfolios from these differences and delays. In consultation with the Series Fund’s independent trustees,Prudential paid each of the affected Portfolios an amount equal to the excess withholding tax in addition to anamount equal to the applicable Portfolio’s rate of return (“opportunity loss”) applied to these excesswithholding tax amounts for periods from the various transaction dates, beginning January 2, 2006 (the datewhen the Portfolios were converted to partnerships for tax purposes), through February 28, 2018 (the datethrough which the previously established protocols were not uniformly implemented). The amount due to eachPortfolio was calculated by Prudential with the help of a third-party consultant. Those amounts and themethodology used by Prudential to derive them, were evaluated and confirmed by a consultant retained bythe Series Fund’s independent trustees. The excess withholding tax analysis considered detriments to thePortfolios due to their tax status as partnerships arising from both timing differences (i.e., jurisdictions in whichthe Portfolio was subject to a higher withholding tax rate due to its tax status which is reclaimable) asdescribed above as well as permanent tax detriments (i.e., jurisdictions in which the Portfolio was subject to ahigher withholding tax rate due to its tax status which is not reclaimable). Further, the opportunity loss due toeach Portfolio also was calculated by a third-party consultant hired by Prudential whose calculationmethodology was subsequently reviewed by a consultant retained by the Series Fund’s independent trustees.The aggregate previously unreimbursed excess withholding tax and/or opportunity loss payment for thePortfolio are disclosed in the Portfolio’s “Statements of Changes in Net Assets” and “Financial Highlights” as“Capital Contributions” for the fiscal year ended December 31, 2018.

In addition to the above, Prudential committed to the Series Fund’s independent trustees that it would pay allconsulting, legal, audit, and other charges, fees and expenses incurred with the matters described above.Prudential has made and continues to make these payments.

During the reporting period and in consultation with the Series Fund’s independent trustees, Prudentialinstituted a process to reimburse the affected Portfolios for any future excess withholding tax on the firstbusiness day following the pay-date of the applicable dividend or interest income event regardless of whetherthe excess withholding tax is due to timing differences or permanent detriments resulting from the Portfolios’partnership tax status.

In cases in which the excess withholding tax is due to timing differences and is reclaimable from the foreignjurisdiction, the affected Portfolios have the ability to recover the excess withholding tax withheld by filing areclaim with the relevant foreign tax authority. To avoid a Portfolio receiving and retaining a duplicate paymentfor the same excess withholding tax, payments received by an applicable Portfolio from a foreign tax authorityfor reclaims for which a Portfolio previously received reimbursement from Prudential will be payable toPrudential. Pending tax reclaim amounts due to Prudential for excess withholding tax which Prudentialpreviously paid to the Portfolios are reported as “Payable to affiliate” on the “Statement of Assets andLiabilities” and any amounts accrued but not yet reimbursed by Prudential for excess withholding tax is

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recorded as “Receivable from affiliate” on the Statement of Assets and Liabilities. The full amount of taxreclaims due to a Portfolio, inclusive of timing differences and routine tax reclaims for foreign jurisdictionswhere the Portfolios do not incur an excess withholding tax is included as “Tax reclaim receivable” on the“Statement of Assets and Liabilities.” To the extent that there are costs associated with the filing of anyreclaim attributable to excess withholding tax, those costs are borne by Prudential.

The following amount has been paid by Prudential for excess withholding taxes related to timing differencesas described above for certain countries due to the Portfolio’s status as partnerships for tax purposes.

Portfolio 2019 Payments

SP Prudential U.S. Emerging Growth $2,253

4. Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-terminvestments and U.S. Government securities) for the reporting period ended June 30, 2019, were$212,625,096 and $216,762,544, respectively.

A summary of the cost of purchases and proceeds from sales of shares of affiliated investments for thereporting period ended June 30, 2019, is presented as follows:

Value,Beginning of

PeriodCost of

PurchasesProceedsfrom Sales

Change inUnrealized

Gain(Loss)

RealizedGain

(Loss)

Value,End ofPeriod

Shares,End ofPeriod Income

PGIM Core Ultra Short Bond Fund*$11,121,333 $ 36,680,970 $ 41,317,808 $ — $ — $ 6,484,495 6,484,495 $104,633

PGIM Institutional Money Market Fund*19,740,874 123,380,481 98,598,179 3,135 267 44,526,578 44,513,223 30,151**

$30,862,207 $160,061,451 $139,915,987 $3,135 $267 $51,011,073 $134,784

* The Fund did not have any capital gain distributions during the reporting period.** This amount is included in “Income from securities lending, net” on the Statement of Operations.

5. Tax Information

The Portfolio is treated as a partnership for federal income tax purposes. The character of the cashdistributions, if any, made by the partnership is generally classified as nontaxable return of capitaldistributions. After each fiscal year each shareholder of record will receive information regarding theirdistributive allocable share of the partnership’s income, gains, losses and deductions.

With respect to the Portfolio, book cost of assets differs from tax cost of assets as a result of the Portfolio’sadoption of a mark to market method of accounting for tax purposes. Under this method, tax cost of assetswill approximate fair market value.

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

6. Borrowings

The Series Fund, on behalf of the Portfolio, 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 SCAis to provide an alternative source of temporary funding for capital share redemptions. The SCA provides for acommitment of $900 million for the period October 4, 2018 through October 3, 2019. The Funds pay anannualized commitment fee of 0.15% of the unused portion of the SCA. The Fund’s portion of thecommitment fee for the unused amount, allocated based upon a method approved by the Board, is accrueddaily and paid quarterly. The interest on borrowings under the SCA is paid monthly and at a per annuminterest rate based upon a contractual spread plus the higher of (1) the effective federal funds rate, (2) the1-month LIBOR rate or (3) zero percent.

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Certain affiliated registered investment companies that are parties to the SCA include portfolios that are subject toa predetermined mathematical formula used to manage certain benefit guarantees offered under variable annuitycontracts. The formula may result in large scale asset flows into and out of these portfolios. Consequently, theseportfolios may be more likely to utilize the SCA for purposes of funding redemptions. It may be possible for thoseportfolios to fully exhaust the committed amount of the SCA, thereby requiring the Manager to allocate availablefunding per a Board-approved methodology designed to treat the Funds in the SCA equitably.

The Portfolio did not utilize the SCA during the reporting period ended June 30, 2019.

7. Capital and Ownership

The Portfolio offers Class I and Class II shares. Neither Class I nor Class II shares of the Portfolio are subjectto any sales charge or redemption charge and are sold at the net asset value of the Portfolio. Class I sharesare sold only to certain separate accounts of Prudential to fund benefits under certain variable life insuranceand variable annuity contracts (“contracts”). Class II shares are sold only to separate accounts ofnon-Prudential insurance companies as investment options under certain contracts. Class I shares are alsooffered to separate accounts of non-affiliated insurers for which Prudential or its affiliates administer and/orreinsure the variable life insurance or variable annuity contracts issued in connection with the separateaccounts. As of June 30, 2019, the Portfolio has Class II shares outstanding. The separate accounts invest inshares of the Portfolio through subaccounts that correspond to the Portfolio. The separate accounts willredeem shares of the Portfolio to the extent necessary to provide benefits under the contracts or for suchother purposes as may be consistent with the contracts.

As of June 30, 2019, all of Class I shares of the Portfolio were owned of record by the following affiliates ofthe Manager: Pruco Life Insurance Company of New Jersey (“PLNJ”), Pruco Life Insurance Company (“PRULIFE”) and Pruco Life Insurance Company (“PLAZ”) on behalf of the owners of the variable insuranceproducts issued by each of these entities.

In addition, the following number of shareholders of record, each holding greater than 5% of the Portfolio, heldthe following percentage of outstanding shares:

PortfolioNumber of

Shareholders% of Outstanding

Shares

% held by anAffiliate ofPrudential

SP Prudential U.S. Emerging Growth 3 97 97

Transactions in shares of beneficial interest were as follows:

Class I: Shares Amount

Six months ended June 30, 2019:Portfolio shares sold 242,163 $ 3,900,780Portfolio shares repurchased (746,162) (12,011,055)

Net increase (decrease) in shares outstanding (503,999) $ (8,110,275)

Year ended December 31, 2018:Portfolio shares sold 526,326 $ 7,945,032Portfolio shares repurchased (1,659,004) (25,324,498)Capital contributions — 11,256

Net increase (decrease) in shares outstanding (1,132,678) $(17,368,210)

Class II: Shares Amount

Six months ended June 30, 2019:Portfolio shares sold 1,498 $ 23,394Portfolio shares repurchased (4,437) (67,163)

Net increase (decrease) in shares outstanding (2,939) $ (43,769)

Year ended December 31, 2018:Portfolio shares sold 5,372 $ 77,414Portfolio shares repurchased (4,223) (59,624)Capital contributions — 28

Net increase (decrease) in shares outstanding 1,149 $ 17,818

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8. Risks of Investing in the Portfolio

The Portfolio’s risks include, but are not limited to, some or all of the risks discussed below:

Emerging Markets Risk: The risks of foreign investments are greater for investments in or exposed toemerging markets. Emerging market countries typically have economic and political systems that are lessfully 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. Lowtrading volumes may result in a lack of liquidity and price volatility.

Equity and Equity-Related Securities Risks: The value of a particular security could go down and you couldlose money. In addition to an individual security losing value, the value of the equity markets or a sector inwhich the Portfolio invests could go down. The Portfolio’s holdings can vary significantly from broad marketindexes and the performance of the Portfolio can deviate from the performance of these indexes. Differentparts of a market can react differently to adverse issuer, market, regulatory, political and economicdevelopments.

Market and Credit Risk: Securities markets may be volatile and the market prices of the Portfolio’s securitiesmay decline. Securities fluctuate in price based on changes in an issuer’s financial condition and overallmarket and economic conditions. If the market prices of the securities owned by the Portfolio fall, the value ofan investment in the Portfolio will decline. Additionally, the Portfolio may also be exposed to credit risk in theevent that an issuer or guarantor fails to perform or that an institution or entity with which the Portfolio hasunsettled or open transactions defaults.

9. Recent Accounting Pronouncements and Reporting Updates

In August 2018, the FASB issued Accounting Standards Update (“ASU”) No. 2018-13, which changes certainfair value measurement disclosure requirements. The new ASU, in addition to other modifications andadditions, removes the requirement to disclose the amount and reasons for transfers between Level 1 andLevel 2 of the fair value hierarchy, and the Portfolio’s policy for the timing of transfers between levels. Theamendments are effective for financial statements issued for fiscal years beginning after December 15, 2019,and interim periods within those fiscal years. The Manager has evaluated the implications of certainprovisions of the ASU and has determined to early adopt aspects related to the removal and modification ofcertain fair value measurement disclosures under the ASU effective immediately. At this time, the Manager isevaluating the implications of certain other provisions of the ASU related to new disclosure requirements andany impact on the financial statement disclosures has not yet been determined.

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Financial Highlights(Unaudited)

SP Prudential U.S. Emerging Growth PortfolioClass I


Year Ended December 31,2018 2017 2016 2015 2014

Per Share Operating Performance(a):Net Asset Value, beginning of period . . . . . . . . . . . . . . . . . . . . $13.63 $14.79 $12.08 $11.58 $11.86 $10.83Income (Loss) From Investment Operations:Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . 0.01 0.02 0.02 0.01 —(b) 0.02Net realized and unrealized gain (loss) on investment

transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.73 (1.18) 2.69 0.47 (0.28) 1.01Total from investment operations . . . . . . . . . . . . . . . . . . . 3.74 (1.16) 2.71 0.48 (0.28) 1.03

Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —(b)(c) — 0.02(d) — —Net Asset Value, end of period . . . . . . . . . . . . . . . . . . . . . . . . . $17.37 $13.63 $14.79 $12.08 $11.58 $11.86

Total Return(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.44% (7.84)%(f) 22.43% 4.32%(g) (2.36)% 9.51%Ratios/Supplemental Data:Net assets, end of period (in millions) . . . . . . . . . . . . . . . . . . . $265.1 $214.8 $249.8 $217.7 $223.3 $249.1Average net assets (in millions) . . . . . . . . . . . . . . . . . . . . . . . . $248.7 $248.2 $235.7 $215.0 $244.7 $245.3Ratios to average net assets(h):

Expenses after waivers and/or expense reimbursement . . 0.69%(i) 0.68% 0.71% 0.69% 0.67% 0.68%Expenses before waivers and/or expense

reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.69%(i) 0.68% 0.71% 0.69% 0.67% 0.68%Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . 0.08%(i) 0.15% 0.18% 0.10% (0.01)% 0.22%

Portfolio turnover rate(j) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89% 43% 39% 35% 34% 45%

SP Prudential U.S. Emerging Growth PortfolioClass II


Year Ended December 31,2018 2017 2016 2015 2014

Per Share Operating Performance(a):Net Asset Value, beginning of period . . . . . . . . . . . . . . . . . . . . $12.81 $13.95 $11.44 $11.02 $11.33 $10.38Income (Loss) From Investment Operations:Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . (0.02) (0.03) (0.03) (0.03) (0.05) (0.02)Net realized and unrealized gain (loss) on investment

transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.51 (1.11) 2.54 0.43 (0.26) 0.97Total from investment operations . . . . . . . . . . . . . . . . . . . 3.49 (1.14) 2.51 0.40 (0.31) 0.95

Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — —(b)(c) — 0.02(d) — —Net Asset Value, end of period . . . . . . . . . . . . . . . . . . . . . . . . . $16.30 $12.81 $13.95 $11.44 $11.02 $11.33

Total Return(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.24% (8.17)%(f) 21.94% 3.81%(g) (2.74)% 9.15%Ratios/Supplemental Data:Net assets, end of period (in millions) . . . . . . . . . . . . . . . . . . . $ 0.6 $ 0.5 $ 0.6 $ 0.8 $ 0.8 $ 1.0Average net assets (in millions) . . . . . . . . . . . . . . . . . . . . . . . . $ 0.6 $ 0.6 $ 0.8 $ 0.8 $ 1.0 $ 0.8Ratios to average net assets(h):

Expenses after waivers and/or expense reimbursement . . 1.09%(i) 1.08% 1.10% 1.09% 1.07% 1.08%Expenses before waivers and/or expense

reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.09%(i) 1.08% 1.10% 1.09% 1.07% 1.08%Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . (0.32)%(i) (0.24)% (0.22)% (0.30)% (0.40)% (0.19)%

Portfolio turnover rate(j) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 89% 43% 39% 35% 34% 45%

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

(b) Less than $0.005 per share.

(c) Represents payment received by the Portfolio, from Prudential, in connection with the failure to timely compensate the Portfolio for the excessforeign withholding tax withheld on dividends and interest from certain countries due to the Portfolio’s tax status as a partnership.

(d) Represents payment received by the Portfolio, from Prudential, in connection with the failure to maximize securities lending income due to arestriction that benefited Prudential.

(e) 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 includesreinvestment of distributions, if any, and does not reflect the effect of insurance contract charges. Total return does not reflect expensesassociated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce thetotal returns for all periods shown. Performance figures may reflect fee waivers and/or expense reimbursements. In the absence of fee waiversand/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results. Total returns may reflectadjustments to conform to generally accepted accounting principles. Total returns for periods less than one full year are not annualized.

(f) Total return for the period includes the impact of the capital contribution, which was not material to the total return.

(g) Total return for the year includes the impact of the capital contribution. Excluding the capital contribution, the total return would have been 4.15%and 3.63% for Class I and Class II, respectively.

(h) Does not include expenses of the underlying funds in which the Portfolio invests.

(i) Annualized.

(j) The Portfolio’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-terminvestments and certain derivatives. If such transactions were included, the Portfolio’s turnover rate may be higher.


C1

Approval of Advisory Agreements

Renewal of Management Agreement: SP Prudential U.S. Emerging Growth Portfolio

The Trust’s Board of Trustees

The Board of Trustees (the Board) of The Prudential Series Fund (the Trust) consists of nine individuals, eight of whom are not“interested persons” of the Trust, as defined in the Investment Company Act of 1940, as amended (the 1940 Act) (the IndependentTrustees). The Board is responsible for the oversight of the Trust and each of its Portfolios and their operations, and performs the variousduties imposed on directors or trustees of investment companies by the 1940 Act. The Independent Trustees have retained independentlegal counsel to assist them in connection with their duties. The Chair of the Board is an Independent Trustee. The Board hasestablished four standing committees: the Audit Committee, the Governance Committee, the Compliance Committee and the InvestmentReview and Risk Committee. Each committee is chaired by an Independent Trustee.

Annual Approval of the Trust’s Advisory Agreements

As required under the 1940 Act, the Board determines annually whether to renew the Trust’s management agreement with PGIMInvestments LLC (PGIM Investments) on behalf of the SP Prudential U.S. Emerging Growth Portfolio (the Portfolio).1 As is furtherdiscussed and explained below, in considering the renewal of the agreement, the Board, including all of the Independent Trustees, meton June 18-19, 2019 (the Meeting) and approved the renewal of the agreement through July 31, 2020, after concluding that the renewalof the agreement was in the best interests of the Trust, the Portfolio and the Portfolio’s beneficial shareholders.

In advance of the Meeting, the Trustees requested and received materials relating to the agreement, and had the opportunity to askquestions and request further information in connection with the consideration of the agreement. Among other things, the Boardconsidered 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 Trustees advised by independent legal counsel, considered thefactors it deemed relevant, including the nature, quality and extent of services provided, the profitability of PGIM Investments and itsaffiliates, expenses and fees, and the potential for economies of scale that may be shared with the Portfolio and its shareholders. Intheir deliberations, the Trustees did not identify any single factor that alone was responsible for the Board’s decision to approve theagreements. In connection with its deliberations, the Board considered information provided at or in advance of the Meeting, as well asinformation provided throughout the year at regular and special Board meetings, including presentations from PGIM Investments andsubadviser personnel, such as portfolio managers.

The Board determined that the overall arrangements between the Trust and PGIM Investments, which serves as the Trust’s investmentmanager pursuant to a management agreement, and between PGIM Investments, are in the best interests of the Trust, the Portfolio andthe Portfolio’s shareholders, in light of the services performed, fees charged and such other matters as the Trustees considered relevantin the exercise of their business judgment. The Board considered the approval of the agreements for the Portfolio as part of itsconsideration of agreements for multiple Portfolios, but its approvals were made on a Portfolio-by-Portfolio basis.

The material factors and conclusions that formed the basis for the Board’s determinations to approve the renewal of the agreements arediscussed separately below.

Nature, Quality and Extent of Services

The Board received and considered information regarding the nature, quality and extent of services provided to the Trust by PGIMInvestments. The Board considered the services provided by PGIM Investments, including but not limited to the oversight of thesubadviser, the provision of recordkeeping, compliance and other services to the Trust, and PGIM Investments’ role as administrator ofthe Portfolio’s liquidity risk management program. With respect to PGIM Investments’ oversight of the subadviser, the Board noted thatPGIM Investments’ Strategic Investment Research Group (SIRG), a business unit of PGIM Investments, is responsible for screening andrecommending new subadvisers when appropriate, as well as monitoring and reporting to the Board on the performance and operations

1 Because the Board approved a new subadvisory agreement between J.P. Morgan Investment Management, Inc. (J.P. Morgan) and PGIM Investments in September2018 with respect to the Portfolio, and the initial approval of the new subadvisory agreement is effective for two years from execution, at the Meeting the Board didnot consider the renewal of the Portfolio’s subadvisory agreement with J.P. Morgan. The Board noted that it would consider the renewal of the J.P. Morgan subadvisoryagreement as part of its annual consideration of the renewal of the Trust’s management and subadvisory agreements in 2020.

of the subadviser. The Board also considered that PGIM Investments pays the salaries of all of the officers and management Trustees ofthe Trust. The Board also considered the investment subadvisory services provided by each subadviser, as well as compliance with theTrust’s investment restrictions, policies and procedures.

The Board reviewed the qualifications, backgrounds and responsibilities of PGIM Investments’ senior management personnel responsiblefor the oversight of the Trust and the subadviser. The Board was provided with information pertaining to PGIM Investments’organizational structure, senior management, investment operations and other relevant information pertaining to PGIM Investments. TheBoard also noted that it received favorable compliance reports from the Trust’s Chief Compliance Officer (CCO) as to PGIM Investments.

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PGIMInvestments, and that there was a reasonable basis on which to conclude that the Portfolio benefits from the services provided by PGIMInvestments 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 Trust’s investmentmanager. The Board discussed with PGIM Investments the methodology utilized in assembling the information regarding profitabilityand considered its reasonableness. The Board recognized that it is difficult to make comparisons of profitability from fund managementcontracts because comparative information is not generally available and is affected by numerous factors, including the structure of theparticular adviser, the types of funds it manages, its business mix, numerous assumptions regarding allocations of direct and indirectcosts, and the adviser’s capital structure and cost of capital. The Board considered information regarding the profitability of Jennison,which is an affiliate of PGIM Investments, on a consolidated basis. Taking these factors into account, the Board concluded that theprofitability 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 Portfolio’sassets grow beyond current levels. The Board noted that economies of scale, if any, may be shared with the Portfolio 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 ofany analysis of economies of scale, stemming largely from the Board’s understanding that most of PGIM Investments’ costs are notspecific to individual funds, but rather are incurred across a variety of products and services.

Other Benefits to PGIM Investments

The Board considered potential ancillary benefits that might be received by PGIM Investments and its affiliates as a result of theirrelationship with the Trust. The Board concluded that potential benefits to be derived by PGIM Investments included compensation receivedby insurance company affiliates of PGIM Investments from the subadvisers, as well as benefits to its reputation or other intangible benefitsresulting from PGIM Investments’ association with the Trust. The Board also considered information provided by PGIM Investmentsregarding the regulatory requirement that insurance companies determine that the fees and charges under their variable contracts arereasonable. The Board noted that the insurance company affiliates of PGIM Investments at least annually review and represent that the feesand charges of the variable contracts using the Trust’s Portfolios are reasonable. The Board concluded that the benefits derived by PGIMInvestments were consistent with the types of benefits generally derived by investment managers and subadvisers to mutual funds.

Performance of the Portfolio / Fees and Expenses / Other Factors

With respect to the Portfolio, the Board did not consider or evaluate the Portfolio’s historical performance, because the Portfolio’ssubadviser assumed management of the Portfolio in January 2019, and therefore none of the Portfolio’s historical performance wasattributable to the Portfolio’s current subadviser.

The Board considered the Portfolio’s actual management fee, as well as the Portfolio’s net total expense ratio, for the calendar year2018. The Board considered the management fee for the Portfolio as compared to the management fee charged by PGIM Investments toother funds and accounts and the fee charged by other advisers to comparable mutual funds in a group of mutual funds that weredetermined by Broadridge to be similar to the Portfolio (the Peer Group). The actual management fee represents the fee rate actuallypaid by Portfolio shareholders and includes any fee waivers or reimbursements. The net total expense ratio for the Portfolio representsthe actual expense ratio incurred by Portfolio 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 determined by Broadridge, an independent providerof mutual fund data. The comparisons placed the Portfolio in various quartiles over various periods, with the 1st quartile being the best25% of the mutual funds (for performance, the best performing mutual funds, and for expenses, the lowest cost mutual funds).

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

SP Prudential U.S. Emerging Growth PortfolioGross Performance 1 Year 3 Years 5 Years 10 Years

4th Quartile 4th Quartile 4th Quartile 4th QuartileActual Management Fees: 1st Quartile

Net Total Expenses: 1st Quartile

• The Board noted that the Portfolio underperformed its benchmark index over all periods.

• The Board noted that in January 2019 the Portfolio appointed a new subadviser to replace the Portfolio’s prior subadviser, and that asa result, the Portfolio’s historical performance was not attributable to the Portfolio’s current subadviser.

• The Board also noted that because of the recent inception date for the new subadviser, it did not evaluate or consider the renewal ofthe Portfolio’s subadvisory agreement, but would consider the renewal of the subadvisory agreement in 2020.

• The Board concluded that, after considering a variety of information, including the factors set forth above, it would be in the bestinterests of the Portfolio and its shareholders to renew the management agreement, and that the management fees and totalexpenses 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 Trust,the Portfolio and its beneficial shareholders.

The prospectuses for the Prudential Series Fund portfolios and the applicable variable annuity or variable lifeprospectuses contain information on the investment objectives, risks, charges and expenses of the portfolios and onthe contracts and should be read carefully.

Information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-monthperiod ended June 30 is available on the website of the Securities and Exchange Commission (the Commission)at www.sec.gov and on the Fund’s website at www.prudential.com/variableinsuranceportfolios.

The Fund files with the Commission a complete listing of portfolio holdings as of its first and third calendarquarter-end on Form N-PORT. Form N-PORT is available on the Commission’s website at www.sec.gov or call(800) SEC-0330.

The Fund’s Statement of Additional Information contains additional information about the Fund’s Trustees and isavailable without charge upon request by calling the appropriate phone number listed below.

To contact your client services representative, please call the phone number listed below. Thank you.

Owners of Individual Annuity contracts should call (888) 778-2888.Owners of Individual Life Insurance contracts should call (800) 778-2255.Owners of Group Variable Universal Life Insurance contracts should call (800) 562-9874.Owners of Group Variable Universal Life Insurance contracts through AICPA should call (800) 223-7473.

The Prudential Series Fund may offer two classes of shares in each portfolio: Class I and Class II. Class I sharesare sold only to separate accounts of The Prudential Insurance Company of America, Pruco Life InsuranceCompany, and Pruco Life Insurance Company of New Jersey (collectively, Prudential) and to separate accountsof insurance companies not affiliated with Prudential where Prudential has assumed responsibility for theadministration of contracts issued through such non-affiliated insurance companies, as investment options undervariable life insurance and variable annuity contracts (the Contracts). (A separate account keeps the assetssupporting certain insurance contracts separate from the general assets and liabilities of the insurance company.)Class II shares are offered only to separate accounts of non-Prudential insurance companies for the same typesof Contracts.

Annuity and life insurance contracts contain exclusions, limitations, reductions of benefits, and terms for keepingthem in force. Your licensed financial professional can provide you with costs and complete details. Contractguarantees are based on the claims-paying ability of the issuing company.

The Prudential Insurance Company of America751 Broad StreetNewark, NJ 07102-3714

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Prudential

The Audited Financial Statements of Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey, Prudential Annuities LifeAssurance Corporation, and The Prudential Insurance Company of America are available upon request. You may call (800) 778-2255 toobtain a free copy of the audited financial statements of the insurance company that issued your contract.

To reduce costs, we now generally send only a single copy of prospectuses and shareholder reports to each household (householding) in lieuof sending a copy to each Contract Owner who resides in the household. Householding is not yet available on all products. You should beaware that by calling (877) 778-5008, you can revoke, or “opt out,” of householding at any time, which may increase the volume of mail youwill receive.

©2019 Prudential Financial, Inc. and its related entities. PGIM Investments, the Prudential logo, the Rock symbol, and Bring Your Challenges are service marks ofPrudential Financial, Inc. and its related entities, registered in many jurisdictions worldwide.

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