The Prudential Series Fund · The Prudential Series Fund SEMIANNUAL REPORT June 30, 2017 Based on...

The Prudential Series Fund

SEMIANNUAL REPORT June 30, 2017

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, 2017, were not audited and,accordingly, 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 International Growth Portfolio

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The Prudential Series FundTable of Contents

Semiannual Report June 30, 2017

� 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, 2017

� 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, 2017

Prudential Series FundPresentation of Portfolio Holdings — unaudited

June 30, 2017

SP International Growth

Five Largest Holdings (% of Net Assets)

Alibaba Group Holding Ltd. 4.2%

Tencent Holdings Ltd. 3.5%

Keyence Corp. 2.6%

Valeo SA 2.3%

Industria de Diseno Textil SA 2.1%

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

The Prudential Series FundFees and Expenses — unaudited

June 30, 2017

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, 2017through June 30, 2017.

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, 2017

EndingAccount ValueJune 30, 2017

Annualized ExpenseRatio based on theSix-Month period

Expenses PaidDuring the

Six-Month period*

SP International Growth (Class I) Actual $1,000.00 $1,192.60 1.01% $5.49

Hypothetical $1,000.00 $1,019.79 1.01% $5.06

SP International Growth (Class II) Actual $1,000.00 $1,191.00 1.41% $7.66

Hypothetical $1,000.00 $1,017.80 1.41% $7.05

* 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, 2017, and divided by the 365 days in the Portfolio’s fiscal year ending December 31, 2017 (to reflectthe six-month period). Expenses presented in the table include the expenses of any underlying portfolios in which the Portfoliomay invest.

SP INTERNATIONAL GROWTH PORTFOLIO

SCHEDULE OF INVESTMENTS as of June 30, 2017 (unaudited)

LONG-TERM INVESTMENTS — 98.5%ValueCOMMON STOCKS — 97.2% Shares

Argentina — 1.7%MercadoLibre, Inc. . . . . . . . . . . . . . . . . . . 4,942 $ 1,239,849

Australia — 2.1%BHP Billiton PLC . . . . . . . . . . . . . . . . . . . . 21,352 327,129Brambles Ltd. . . . . . . . . . . . . . . . . . . . . . . 10,807 80,810CSL Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,127 437,997Insurance Australia Group Ltd. . . . . . . . . 73,114 381,044Macquarie Group Ltd. . . . . . . . . . . . . . . . . 5,399 367,152

1,594,132

Austria — 0.4%ANDRITZ AG . . . . . . . . . . . . . . . . . . . . . . 4,725 285,073

Belgium — 0.3%KBC Group NV . . . . . . . . . . . . . . . . . . . . . 3,275 248,308

Brazil — 1.2%Cielo SA . . . . . . . . . . . . . . . . . . . . . . . . . . . 27,640 206,075Raia Drogasil SA . . . . . . . . . . . . . . . . . . . 32,707 696,020

902,095

Canada — 4.3%Alimentation Couche-Tard, Inc.

(Class B Stock) . . . . . . . . . . . . . . . . . . . 8,064 386,535Brookfield Asset Management, Inc.

(Class A Stock) . . . . . . . . . . . . . . . . . . . 11,836 464,090Canadian National Railway Co. . . . . . . . . 6,585 534,295Constellation Software, Inc. . . . . . . . . . . . 720 376,662Peyto Exploration & Development

Corp. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7,100 128,772Shopify, Inc. (Class A Stock)* . . . . . . . . . 3,678 319,618Suncor Energy, Inc. . . . . . . . . . . . . . . . . . 19,953 582,988Toronto-Dominion Bank (The) . . . . . . . . . 7,790 392,564

3,185,524

China — 9.0%Alibaba Group Holding Ltd., ADR*(a) . . . 22,267 3,137,420Baidu, Inc., ADR* . . . . . . . . . . . . . . . . . . . 1,570 280,810China Merchants Bank Co. Ltd.

(Class H Stock) . . . . . . . . . . . . . . . . . . . 116,000 349,552NetEase, Inc., ADR . . . . . . . . . . . . . . . . . 1,097 329,791Tencent Holdings Ltd. . . . . . . . . . . . . . . . 72,125 2,587,482

6,685,055

Denmark — 0.8%Nets A/S, 144A* . . . . . . . . . . . . . . . . . . . . 13,065 259,817Novo Nordisk A/S (Class B Stock) . . . . . 8,048 345,801

605,618

Finland — 0.5%Sampo Oyj (Class A Stock) . . . . . . . . . . . 6,940 356,062

France — 11.6%Air Liquide SA . . . . . . . . . . . . . . . . . . . . . . 1,944 240,271Arkema SA . . . . . . . . . . . . . . . . . . . . . . . . 5,885 628,471BNP Paribas SA . . . . . . . . . . . . . . . . . . . . 6,586 474,145Dassault Systemes SE . . . . . . . . . . . . . . . 6,166 553,035Elior Group, 144A . . . . . . . . . . . . . . . . . . . 7,460 216,823Kering . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,304 1,125,054L’Oreal SA . . . . . . . . . . . . . . . . . . . . . . . . . 2,741 571,539LVMH Moet Hennessy Louis Vuitton SE . . 5,423 1,356,053Pernod Ricard SA . . . . . . . . . . . . . . . . . . . 2,320 310,665Schneider Electric SE* . . . . . . . . . . . . . . . 3,500 268,974Sodexo SA . . . . . . . . . . . . . . . . . . . . . . . . 1,945 251,377

COMMON STOCKS(continued) Shares Value

France (continued)SPIE SA . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,520 $ 315,999TOTAL SA . . . . . . . . . . . . . . . . . . . . . . . . . 12,763 633,646Valeo SA . . . . . . . . . . . . . . . . . . . . . . . . . . 25,471 1,713,665

8,659,717

Germany — 7.6%adidas AG . . . . . . . . . . . . . . . . . . . . . . . . . 6,950 1,332,657Brenntag AG . . . . . . . . . . . . . . . . . . . . . . . 3,685 213,709Continental AG . . . . . . . . . . . . . . . . . . . . . 1,260 272,576CTS Eventim AG & Co. KGaA . . . . . . . . . 3,505 155,201Deutsche Boerse AG . . . . . . . . . . . . . . . . 2,465 260,379Fresenius SE & Co. KGaA . . . . . . . . . . . . 11,177 959,580GEA Group AG . . . . . . . . . . . . . . . . . . . . . 3,160 129,753Infineon Technologies AG . . . . . . . . . . . . 52,769 1,120,846Rational AG . . . . . . . . . . . . . . . . . . . . . . . . 261 139,176SAP SE, ADR . . . . . . . . . . . . . . . . . . . . . . 4,860 508,696Siemens AG . . . . . . . . . . . . . . . . . . . . . . . 4,230 581,855

5,674,428

Hong Kong — 2.5%AIA Group Ltd. . . . . . . . . . . . . . . . . . . . . . 108,200 791,630Sands China Ltd. . . . . . . . . . . . . . . . . . . . 69,600 318,597Techtronic Industries Co. Ltd. . . . . . . . . . 170,505 783,470

1,893,697

India — 3.2%HDFC Bank Ltd., ADR . . . . . . . . . . . . . . . 16,824 1,463,183Maruti Suzuki India Ltd. . . . . . . . . . . . . . . 7,396 825,235Tata Motors Ltd., ADR(a) . . . . . . . . . . . . . 3,392 111,970

2,400,388

Ireland — 1.6%AerCap Holdings NV* . . . . . . . . . . . . . . . . 7,100 329,653Kingspan Group PLC . . . . . . . . . . . . . . . . 10,883 373,732Ryanair Holdings PLC, ADR* . . . . . . . . . 4,282 460,786

1,164,171

Israel — 0.9%Bezeq The Israeli Telecommunication

Corp. Ltd. . . . . . . . . . . . . . . . . . . . . . . . . 135,069 224,051Check Point Software Technologies

Ltd.* . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,250 463,590

687,641

Italy — 2.2%Azimut Holding SpA . . . . . . . . . . . . . . . . . 11,020 221,699Brembo SpA . . . . . . . . . . . . . . . . . . . . . . . 33,100 485,015Brunello Cucinelli SpA . . . . . . . . . . . . . . . 15,888 417,483Brunello Cucinelli SpA, 144A(g) . . . . . . . 3,129 82,220Ferrari NV . . . . . . . . . . . . . . . . . . . . . . . . . 4,845 416,919

1,623,336

Japan — 9.5%Bridgestone Corp. . . . . . . . . . . . . . . . . . . . 5,100 220,481Daikin Industries Ltd. . . . . . . . . . . . . . . . . 7,700 789,959FANUC Corp. . . . . . . . . . . . . . . . . . . . . . . 2,100 406,446Hoya Corp. . . . . . . . . . . . . . . . . . . . . . . . . 7,700 400,873Kansai Paint Co. Ltd. . . . . . . . . . . . . . . . . 15,500 357,836Kao Corp. . . . . . . . . . . . . . . . . . . . . . . . . . 3,900 231,887Keyence Corp. . . . . . . . . . . . . . . . . . . . . . 4,338 1,909,708Kose Corp. . . . . . . . . . . . . . . . . . . . . . . . . 1,650 180,957

SEE NOTES TO FINANCIAL STATEMENTS.

A1

SP INTERNATIONAL GROWTH PORTFOLIO (continued)



Japan (continued)Mitsubishi UFJ Financial Group, Inc. . . . 56,300 $ 379,746Nabtesco Corp. . . . . . . . . . . . . . . . . . . . . . 4,600 134,155Nippon Prologis REIT, Inc. . . . . . . . . . . . . 100 212,853Nitori Holdings Co. Ltd. . . . . . . . . . . . . . . 2,500 334,658ORIX Corp. . . . . . . . . . . . . . . . . . . . . . . . . 20,500 318,977Park24 Co. Ltd. . . . . . . . . . . . . . . . . . . . . . 3,400 86,518Santen Pharmaceutical Co. Ltd. . . . . . . . 18,000 244,496Shionogi & Co. Ltd. . . . . . . . . . . . . . . . . . . 5,200 289,941SMC Corp. . . . . . . . . . . . . . . . . . . . . . . . . . 1,150 351,546Toyota Motor Corp. . . . . . . . . . . . . . . . . . . 4,200 220,767

7,071,804

Luxembourg — 0.2%Tenaris SA . . . . . . . . . . . . . . . . . . . . . . . . . 12,009 187,506

Netherlands — 3.4%ASML Holding NV . . . . . . . . . . . . . . . . . . . 10,416 1,357,757Heineken NV . . . . . . . . . . . . . . . . . . . . . . . 2,255 219,265Koninklijke Ahold Delhaize NV . . . . . . . . 8,978 171,365Koninklijke Philips NV . . . . . . . . . . . . . . . . 11,657 414,975Royal Dutch Shell PLC (Class A Stock) . . 15,323 407,438

2,570,800

Norway — 0.0%Statoil ASA . . . . . . . . . . . . . . . . . . . . . . . . 53 879

South Africa — 0.3%Bid Corp. Ltd. . . . . . . . . . . . . . . . . . . . . . . 9,870 225,464

Spain — 2.7%Amadeus IT Group SA (Class A Stock) . . 4,925 294,396Banco Bilbao Vizcaya Argentaria SA . . . 17,166 142,992Industria de Diseno Textil SA . . . . . . . . . 40,205 1,544,077

1,981,465

Sweden — 2.7%Atlas Copco AB (Class A Stock) . . . . . . . 34,747 1,336,084Hexagon AB (Class B Stock) . . . . . . . . . . 6,793 322,733Nordea Bank AB . . . . . . . . . . . . . . . . . . . . 26,995 343,820

2,002,637

Switzerland — 7.4%Cie Financiere Richemont SA . . . . . . . . . 2,285 189,081Geberit AG . . . . . . . . . . . . . . . . . . . . . . . . 768 358,626Givaudan SA . . . . . . . . . . . . . . . . . . . . . . . 428 857,626Julius Baer Group Ltd.* . . . . . . . . . . . . . . 4,775 252,293Lonza Group AG* . . . . . . . . . . . . . . . . . . . 1,912 414,170Novartis AG . . . . . . . . . . . . . . . . . . . . . . . . 4,195 350,394Partners Group Holding AG . . . . . . . . . . . 1,078 669,342Roche Holding AG . . . . . . . . . . . . . . . . . . 1,740 444,596SGS SA . . . . . . . . . . . . . . . . . . . . . . . . . . . 175 424,320Sonova Holding AG . . . . . . . . . . . . . . . . . 1,480 240,757Straumann Holding AG . . . . . . . . . . . . . . 1,171 666,850UBS Group AG* . . . . . . . . . . . . . . . . . . . . 15,855 269,628Wolseley PLC . . . . . . . . . . . . . . . . . . . . . . 6,837 419,642

5,557,325

Taiwan — 0.6%Taiwan Semiconductor Manufacturing

Co. Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . 68,000 464,590

Thailand — 0.8%CP ALL PCL . . . . . . . . . . . . . . . . . . . . . . . 328,897 607,544


United Kingdom — 13.7%Ashtead Group PLC . . . . . . . . . . . . . . . . . 29,765 $ 615,919ASOS PLC* . . . . . . . . . . . . . . . . . . . . . . . . 2,828 211,677BAE Systems PLC . . . . . . . . . . . . . . . . . . 54,065 446,324Barclays PLC . . . . . . . . . . . . . . . . . . . . . . 98,334 260,072Bunzl PLC . . . . . . . . . . . . . . . . . . . . . . . . . 11,678 348,150Compass Group PLC . . . . . . . . . . . . . . . . 66,741 1,408,747DCC PLC . . . . . . . . . . . . . . . . . . . . . . . . . 1,965 178,952Experian PLC . . . . . . . . . . . . . . . . . . . . . . 19,865 407,688Howden Joinery Group PLC . . . . . . . . . . 44,455 235,826Lloyds Banking Group PLC . . . . . . . . . . . 412,728 355,681Micro Focus International PLC . . . . . . . . 7,001 207,015Prudential PLC . . . . . . . . . . . . . . . . . . . . . 14,555 334,094RELX PLC . . . . . . . . . . . . . . . . . . . . . . . . . 36,598 791,143Spectris PLC . . . . . . . . . . . . . . . . . . . . . . . 7,811 256,799St. James’s Place PLC . . . . . . . . . . . . . . 81,062 1,249,458Travis Perkins PLC . . . . . . . . . . . . . . . . . 12,482 236,621Unilever NV, CVA(a) . . . . . . . . . . . . . . . . 25,245 1,393,572Worldpay Group PLC, 144A . . . . . . . . . . 202,957 832,212WPP PLC . . . . . . . . . . . . . . . . . . . . . . . . . 20,234 426,063

10,196,013

United States — 5.9%Albemarle Corp. . . . . . . . . . . . . . . . . . . . . 7,078 747,012Aon PLC . . . . . . . . . . . . . . . . . . . . . . . . . . 3,460 460,007Broadcom Ltd. . . . . . . . . . . . . . . . . . . . . . 4,041 941,755Core Laboratories NV(a) . . . . . . . . . . . . . 900 91,143Delphi Automotive PLC . . . . . . . . . . . . . . 1,900 166,535JPMorgan Chase & Co. . . . . . . . . . . . . . . 6,398 584,777Nielsen Holdings PLC . . . . . . . . . . . . . . . 5,820 225,001Samsonite International SA . . . . . . . . . . . 66,500 277,824Sensata Technologies Holding NV*(a) . . 6,300 269,136Shire PLC . . . . . . . . . . . . . . . . . . . . . . . . . 978 53,926TE Connectivity Ltd. . . . . . . . . . . . . . . . . . 2,310 181,751Yum China Holdings, Inc.* . . . . . . . . . . . . 9,474 373,560

4,372,427

Zambia — 0.1%First Quantum Minerals Ltd. . . . . . . . . . . 12,706 107,484

TOTAL COMMON STOCKS(cost $55,520,719) . . . . . . . . . . . . . . . . . . 72,551,032

PREFERRED STOCKS — 1.3%Germany

Henkel AG & Co. KGaA (PRFC) . . . . . . . 2,610 359,904Sartorius AG (PRFC) . . . . . . . . . . . . . . . . 6,146 594,293

TOTAL PREFERRED STOCKS(cost $738,839) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 954,197

TOTAL LONG-TERM INVESTMENTS(cost $56,259,558) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73,505,229

SHORT-TERM INVESTMENTS — 6.0%AFFILIATED MUTUAL FUNDS — 5.5%Prudential Investment Portfolios 2 —

Prudential Core Ultra Short BondFund(w) . . . . . . . . . . . . . . . . . . . . . . . . . . . 457,421 457,421

Prudential Investment Portfolios 2 —Prudential Institutional Money MarketFund (cost $3,636,994; includes$3,633,230 of cash collateral forsecurities on loan)(b)(w) . . . . . . . . . . . . . 3,636,493 3,636,857


A2



SHORT-TERM INVESTMENTS(continued) Shares Value

TOTAL AFFILIATED MUTUAL FUNDS(cost $4,094,415) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,094,278

UNAFFILIATED FUND — 0.5%BlackRock Liquidity Funds FedFund

Portfolio(cost $359,884) . . . . . . . . . . . . . . . . . . . . . 359,884 359,884

TOTAL SHORT-TERM INVESTMENTS(cost $4,454,299) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,454,162

TOTAL INVESTMENTS — 104.5%(cost $60,713,857) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77,959,391

LIABILITIES IN EXCESS OFOTHER ASSETS — (4.5)% . . . . . . . . . . . . . . . . . . . . . (3,365,103)

NET ASSETS — 100.0% . . . . . . . . . . . . . . . . . . . . . . . . . $74,594,288

The following abbreviations are used in the semiannual report.

144A Security was purchased pursuant to Rule 144A underthe Securities Act of 1933 and may not be resoldsubject to that rule except to qualified institutionalbuyers. Unless otherwise noted, 144A securities aredeemed to be liquid.

ADR American Depositary ReceiptCVA Certificate Van Aandelen (Bearer)LIBOR London Interbank Offered RatePRFC Preference SharesREIT Real Estate Investment Trust

* 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$3,541,757; cash collateral of $3,633,230 (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.

(g) Indicates a security that has been deemed illiquid; the aggregatevalue of $82,220 is 0.1% of net assets.

(w) PGIM Investments LLC, the manager of the Portfolio, also servesas manager of the Prudential Investment Portfolios 2 — PrudentialCore Ultra Short Bond Fund and Prudential Institutional MoneyMarket 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.

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

Level 1 Level 2 Level 3

Investments in SecuritiesCommon Stocks

Argentina . . . . . . . . . . . . . . . $ 1,239,849 $ — $ —Australia . . . . . . . . . . . . . . . — 1,594,132 —Austria . . . . . . . . . . . . . . . . . — 285,073 —Belgium . . . . . . . . . . . . . . . . — 248,308 —Brazil . . . . . . . . . . . . . . . . . . 902,095 — —Canada . . . . . . . . . . . . . . . . 3,185,524 — —China . . . . . . . . . . . . . . . . . . 3,748,021 2,937,034 —Denmark . . . . . . . . . . . . . . . — 605,618 —Finland . . . . . . . . . . . . . . . . . — 356,062 —France . . . . . . . . . . . . . . . . . — 8,659,717 —Germany . . . . . . . . . . . . . . . 508,696 5,165,732 —Hong Kong . . . . . . . . . . . . . — 1,893,697 —India . . . . . . . . . . . . . . . . . . . 1,575,153 825,235 —Ireland . . . . . . . . . . . . . . . . . 790,439 373,732 —Israel . . . . . . . . . . . . . . . . . . 463,590 224,051 —Italy . . . . . . . . . . . . . . . . . . . — 1,623,336 —Japan . . . . . . . . . . . . . . . . . . — 7,071,804 —Luxembourg . . . . . . . . . . . . — 187,506 —Netherlands . . . . . . . . . . . . . — 2,570,800 —Norway . . . . . . . . . . . . . . . . — 879 —South Africa . . . . . . . . . . . . — 225,464 —Spain . . . . . . . . . . . . . . . . . . — 1,981,465 —Sweden . . . . . . . . . . . . . . . . — 2,002,637 —Switzerland . . . . . . . . . . . . . — 5,557,325 —Taiwan . . . . . . . . . . . . . . . . . — 464,590 —Thailand . . . . . . . . . . . . . . . . 607,544 — —United Kingdom . . . . . . . . . — 10,196,013 —United States . . . . . . . . . . . 4,040,677 331,750 —Zambia . . . . . . . . . . . . . . . . 107,484 — —

Preferred StocksGermany . . . . . . . . . . . . . . . — 954,197 —

Affiliated Mutual Funds . . . . . 4,094,278 — —Unaffiliated Fund . . . . . . . . . . 359,884 — —

Total . . . . . . . . . . . . . . . . . . . . $21,623,234 $56,336,157 $ —

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

Industry classification:

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

Internet Software & Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.7%Banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.8Textiles, Apparel & Luxury Goods . . . . . . . . . . . . . . . . . . . . . . . 6.4Affiliated Mutual Funds (including 4.9% of collateral for

securities on loan) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.5Semiconductors & Semiconductor Equipment . . . . . . . . . . . . . 5.2Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.8Chemicals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.8Machinery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.8Auto Components . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.7


A3



Industry classification (con’t)

Electronic Equipment, Instruments & Components . . . . . . . . . . . 3.5%Hotels, Restaurants & Leisure . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.4Capital Markets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.3Trading Companies & Distributors . . . . . . . . . . . . . . . . . . . . . . . . 3.3Personal Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.2Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.8Food & Staples Retailing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.7Specialty Retail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.6Health Care Equipment & Supplies . . . . . . . . . . . . . . . . . . . . . . . 2.5Professional Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.5Oil, Gas & Consumable Fuels . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.4Pharmaceuticals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.3IT Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1Automobiles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1Building Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.1Industrial Conglomerates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.6Health Care Providers & Services . . . . . . . . . . . . . . . . . . . . . . . . 1.3Household Durables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.0Media . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.8

Electrical Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.8%Road & Rail . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7Beverages . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7Biotechnology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.7Commercial Services & Supplies . . . . . . . . . . . . . . . . . . . . . . . 0.6Airlines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.6Aerospace & Defense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.6Metals & Mining . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5Life Sciences Tools & Services . . . . . . . . . . . . . . . . . . . . . . . . . 0.5Household Products . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5Unaffiliated Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.5Diversified Financial Services . . . . . . . . . . . . . . . . . . . . . . . . . . 0.4Energy Equipment & Services . . . . . . . . . . . . . . . . . . . . . . . . . 0.3Diversified Telecommunication Services . . . . . . . . . . . . . . . . . 0.3Equity Real Estate Investment Trusts (REITs) . . . . . . . . . . . . 0.3Internet & Direct Marketing Retail . . . . . . . . . . . . . . . . . . . . . . . 0.3

104.5Liabilities in excess of other assets . . . . . . . . . . . . . . . . . . . . . (4.5)

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:

DescriptionGross Amounts of

Recognized Assets(1) Collateral Received(2) Net Amount

Securities on Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,541,757 $(3,541,757) $ —

(1) Amount represents market value.

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


A4


STATEMENT OF ASSETS & LIABILITIES(unaudited)as of June 30, 2017ASSETS

Investments at value, including securities on loan of$3,541,757:Unaffiliated investments (cost $56,619,442) . . . . . . . . . $ 73,865,113Affiliated investments (cost $4,094,415) . . . . . . . . . . . . 4,094,278

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,400Foreign currency, at value (cost $97,412) . . . . . . . . . . . . . 98,083Tax reclaim receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 428,060Receivable for investments sold . . . . . . . . . . . . . . . . . . . . . 274,006Dividends and interest receivable . . . . . . . . . . . . . . . . . . . . 147,614Receivable from affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,694Receivable for Series shares sold . . . . . . . . . . . . . . . . . . . 102Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78,910,459

LIABILITIESPayable to broker for collateral for securities on loan . . . . 3,633,230Payable for investments purchased . . . . . . . . . . . . . . . . . . 393,855Accrued expenses and other liabilities . . . . . . . . . . . . . . . . 123,493Payable for Series shares repurchased . . . . . . . . . . . . . . . 120,575Management fee payable . . . . . . . . . . . . . . . . . . . . . . . . . . 36,446Foreign capital gains tax liability accrued . . . . . . . . . . . . . . 7,494Affiliated transfer agent fee payable . . . . . . . . . . . . . . . . . . 980Distribution fee payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61Administration fee payable . . . . . . . . . . . . . . . . . . . . . . . . . 37

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4,316,171

NET ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 74,594,288

Net assets were comprised of:Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 85,302,590Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10,708,302)

Net assets, June 30, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . $ 74,594,288

Class I:Net asset value and redemption price per share

$74,299,210 / 10,527,091 outstanding shares ofbeneficial interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7.06

Class II:Net asset value and redemption price per share

$295,078 / 43,014 outstanding shares of beneficialinterest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6.86

STATEMENT OF OPERATIONS(unaudited)Six Months Ended June 30, 2017NET INVESTMENT INCOME (LOSS)INCOME

Unaffiliated dividend income (net of foreign withholdingtaxes of $102,010, of which $5,859 is reimbursable by anaffiliate) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 895,598

Affiliated dividend income . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,884Income from securities lending, net (including affiliated

income of $1,011) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,257

Total income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 902,739

EXPENSESManagement fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 296,516Distribution fee—Class II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 356Administration fee—Class II . . . . . . . . . . . . . . . . . . . . . . . . . . 214Custodian and accounting fees . . . . . . . . . . . . . . . . . . . . . . . . 81,000Shareholders’ reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28,000Audit fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,000Transfer agent’s fees and expenses (including affiliated

expense of $2,900) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,000Legal fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000Trustees’ fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,000Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,461

Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 451,547Less: Management fee waiver and/or expense

reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . . (98,646)

Net expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 352,901

NET INVESTMENT INCOME (LOSS) . . . . . . . . . . . . . . . . . . . . 549,838

REALIZED AND UNREALIZED GAIN (LOSS) ONINVESTMENTS AND FOREIGN CURRENCYTRANSACTIONS

Net realized gain (loss) on:Investment transactions (including affiliated of $(395)) . . . 734,898Foreign currency transactions . . . . . . . . . . . . . . . . . . . . . . . (7,244)

727,654

Net change in unrealized appreciation (depreciation) on:Investments (including affiliated of $(137)) (net of change

in foreign capital gains taxes $(7,494)) . . . . . . . . . . . . . . 10,944,086Foreign currencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34,709

10,978,795

NET GAIN (LOSS) ON INVESTMENT AND FOREIGNCURRENCY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . 11,706,449

NET INCREASE (DECREASE) IN NET ASSETSRESULTING FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . . . $12,256,287

STATEMENT OF CHANGES IN NET ASSETS(unaudited)

Six Months EndedJune 30, 2017

Year EndedDecember 31, 2016

INCREASE (DECREASE) IN NET ASSETSOPERATIONS

Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 549,838 $ 557,016Net realized gain (loss) on investment and foreign currency transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 727,654 (1,306,118)Net change in unrealized appreciation (depreciation) on investments and foreign currencies . . . . . . . . . . . . . . . . 10,978,795 (2,020,485)

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS . . . . . . . . . . . . . . . . . . . . 12,256,287 (2,769,587)

SERIES SHARE TRANSACTIONSSeries shares sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,763,753 2,996,977Series shares repurchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3,641,684) (13,693,195)

NET INCREASE (DECREASE) IN NET ASSETS FROM SERIES SHARE TRANSACTIONS . . . . . . . . . . . . . . (1,877,931) (10,696,218)

CAPITAL CONTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 132,747

TOTAL INCREASE (DECREASE) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,378,356 (13,333,058)NET ASSETS:

Beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64,215,932 77,548,990

End of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $74,594,288 $ 64,215,932


A5

NOTES TO FINANCIAL STATEMENTS OFTHE PRUDENTIAL SERIES FUND

(unaudited)

Note 1: General

The Prudential Series Fund (“Series Fund”), organized as a Delaware statutory trust, is registered under theInvestment Company Act of 1940, as amended (“1940 Act”), as a diversified open-end managementinvestment company. The Series Fund is composed of seventeen Portfolios (“Portfolios”), each with separateseries shares. The information presented in these financial statements pertains to SP International GrowthPortfolio (the “Portfolio”).

The Portfolio’s investment objective is long-term growth of capital.

Note 2: Accounting Policies

The Series Fund follows investment company accounting and reporting guidance of the Financial AccountingStandards Board (“FASB”) Accounting Standard Codification Topic 946 Financial Services-InvestmentCompanies. The following accounting policies conform to U.S. generally accepted accounting principles. TheSeries Fund and the Portfolio consistently follow such policies in the preparation of their financial statements.

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

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

Common and preferred stocks, exchange-traded funds, and derivative instruments, such as futures 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.

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

Investments in open-end, non-exchange-traded mutual funds are valued at their net asset values as of 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.

B1

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

Restricted and Illiquid Securities: Subject to guidelines adopted by the Board, the Portfolio may invest up to15% of its net assets in illiquid securities, including those which are restricted as to disposition undersecurities law (“restricted securities”). Restricted securities are valued pursuant to the valuation proceduresnoted above. Illiquid securities are those that, because of the absence of a readily available market or due tolegal or contractual restrictions on resale, cannot be sold within seven days in the ordinary course of businessat approximately the amount at which the Portfolio has valued the investment. Therefore, a Portfolio may findit difficult to sell illiquid securities at the time considered most advantageous by its Subadviser and may incurexpenses that would not be incurred in the sale of securities that were freely marketable. Certain securitiesthat would otherwise be considered illiquid because of legal restrictions on resale to the general public maybe traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. These Rule144A securities, as well as commercial paper that is sold in private placements under Section 4(2) of theSecurities Act, may be deemed liquid by the Portfolio’s Subadviser under the guidelines adopted by the Boardof the Portfolio. However, the liquidity of a Portfolio’s investments in Rule 144A securities could be impaired iftrading does not develop 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.

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

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 the Portfolio. For multi-sleeve Portfolios, differentsubadvisers who manage their respective sleeve, may enter into such agreements with the samecounterparty and are disclosed separately for each sleeve when presenting information about offsetting andrelated netting arrangements for OTC derivatives. A master netting arrangement between the Portfolio andthe counterparty permits the Portfolio to offset amounts payable by the Portfolio to the same counterpartyagainst amounts to be received; and by the receipt of collateral from the counterparty by the Portfolio to cover

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the Portfolio’s exposure to the counterparty. However, there is no assurance that such mitigating factors areeasily enforceable. In addition to master netting arrangements, the right to set-off exists when all the conditionsare met such that each of the parties owes the other determinable amounts, the reporting party has the right toset-off the amount owed with the amount owed by the other party, the reporting party intends to set-off, and theright of set-off is enforceable by law. During the reporting period, there was no intention to settle on a net basisand all amounts are presented on a gross basis on the Statement of Assets and Liabilities.

Securities Lending: The Portfolio may lend 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. Loans aresubject to termination at the option of the borrower or the Portfolio. Upon termination of the loan, the borrowerwill return to the Portfolio securities identical to the loaned securities. Should the borrower of the securities failfinancially, the Portfolio has the right to repurchase the securities in the open market using the collateral. ThePortfolio recognizes income, net of any rebate and securities lending agent fees, for lending its securities inthe 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”.

Concentration of Risk: Foreign security and currency transactions may involve certain considerations andrisks not typically associated with those of domestic origin as a result of, among other factors, the possibilityof political or economic instability or the level of governmental supervision and regulation of foreign securitiesmarkets.

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. Interest income, including amortization of premium andaccretion of discount on debt securities, as required, is recorded on the accrual basis. Expenses are recordedon an accrual basis, which may require the use of certain estimates by management that may differ from actual.

Net investment income or loss (other than administration and distribution fees which are charged directly tothe respective class) and unrealized and realized gains (losses) are allocated daily to each class of sharesbased upon 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 Portfolio istreated 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 of thePortfolio’s shareholders (Participating Insurance Companies). The Portfolio is not generally subject to entity-leveltaxation. Shareholders of the Portfolio are subject to taxes on their distributive share of partnership items.Withholding taxes on foreign dividends, interest and capital gains are accrued in accordance with the Portfolio’sunderstanding of the applicable country’s tax rules and regulations. Such taxes are accrued net of reclaimableamounts, at the time the related income/gain is recorded. The Portfolio generally attempts to manage itsdiversification in a 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.

Note 3: Agreements

The Series Fund, on behalf of the Portfolio, has entered into a management agreement with PGIMInvestments. Pursuant to this agreement, PGIM Investments has responsibility for all investmentmanagement services and supervises the subadviser’s performance of such services. PGIM Investments has

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entered into a subadvisory agreement with Jennison Associates LLC (“Jennison”), Neuberger BermanInvestment Advisors, LLC (“Neuberger Berman”) and William Blair & Company LLC (“William Blair”)(collectively, the “Subadviser”), under which Jennison provides investment advisory services for the Portfolio.PGIM Investments pays for the services of the Subadviser, cost of compensation of officers of the Portfolio,occupancy and certain clerical and administrative expenses of the Portfolio. The Portfolio bears all other costsand expenses.

The management fee paid to PGIM Investments is accrued daily and payable monthly at an annual rate of0.85% of the Portfolio’s average daily net assets. PGIM Investments has contractually agreed throughJune 30, 2018 to waive a portion of its management fee equal to an annual rate of 0.011% of the averagedaily net assets of the Portfolio. The effective management fee rate net of waivers and/or expensereimbursement was 0.57% for the six months ended June 30, 2017.

PGIM Investments has contractually agreed through June 30, 2018 to limit the net annual operating expenses(exclusive of distribution and service (12b-1) fees, administrative fees, taxes (such as income and foreignwithholdings taxes, stamp duty and deferred tax expenses), interest, underlying funds, brokerage,extraordinary and certain other expenses such as dividend, broker charges and interest expense on shortsales) of each class of shares of the Portfolio to 1.01% of the Portfolio’s average daily net assets. Expenseswaived/reimbursed by the Manager in accordance with this agreement may be recouped by the Managerwithin the same fiscal year during which such waiver/reimbursement is made if such recoupment can berealized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year.

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 PGIM Investments, which acts as the administrator ofthe Class II shares of the Portfolio. The administration fee paid to PGIM Investments is accrued daily andpayable monthly, at the annual rate of 0.15% of the average daily net assets of the Class II shares.

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

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 orloss on investment transactions presented in the Statement of Operations. For the six months ended June 30,2017, brokerage commission recaptured under these agreements was $2,484.

Note 4: Other Transactions with Affiliates

Prudential Mutual Fund Services LLC (“PMFS”), an affiliate of PGIM Investments and an indirect, wholly-ownedsubsidiary of Prudential, serves as the transfer agent of the Portfolio. The transfer agent’s fees and expenses inthe Statement of Operations include certain out-of-pocket expenses paid to non-affiliates, where applicable.

The Portfolio may invest its overnight sweep cash in the Prudential Core Ultra Short Bond Fund (the “CoreFund”) and its securities lending cash collateral in the Prudential Institutional Money Market Fund (the “MoneyMarket Fund”), each a series of Prudential Investment Portfolios 2, registered under the 1940 Act andmanaged by PGIM Investments. For the reporting period ended June 30, 2017, PGIM, Inc., an affiliate ofPGIM Investments and an indirect, wholly-owned subsidiary of Prudential, was compensated $438 by PGIMInvestments for managing the Portfolio’s securities lending cash collateral as subadviser to the Money MarketFund. Earnings from the Core Fund and the Money Market Fund are disclosed on the Statement ofOperations as “Affiliated dividend income” and “Income from securities lending, net”, respectively.

In February 2016, Prudential, the parent company of the Investment Manager self reported to the Securitiesand Exchange Commission (“SEC”) and certain other regulators that, in some cases, it failed to maximize

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securities lending income for the Portfolio 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 theaffected Portfolio an amount equal to the estimated loss associated with the unauthorized restriction. At theBoard’s direction, this payment occurred on June 30, 2016. The estimated opportunity loss was calculated byan independent consultant hired by Prudential whose calculation methodology was subsequently reviewed bya consultant retained by the independent trustees of the Series Fund. The amount of opportunity losspayment to the Portfolio is disclosed in the Portfolio’s “Statement of Changes in Net Assets” and “FinancialHighlights” as “Capital Contributions”.

In addition to the above, Prudential has paid and continues to directly pay certain legal, audit and othercharges in connection with the matter on behalf of the Portfolios.

The SEC Staff and other regulators continue to review the matter.

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

The Portfolio was reimbursed by Prudential for foreign withholding taxes for certain countries due to thePortfolio’s status as a partnership for tax purposes.

2016 Withholding Tax 2017 Withholding Tax

SP International Growth . . . . . . . . . . . . . . . . . . . . . . . . $13,008 $5,859

Note 5: Portfolio Securities

The aggregate cost of purchases and proceeds from sales of portfolio securities (excluding short-terminvestments and U.S. Treasury securities) for the six months ended June 30, 2017, were as $15,550,953 and$16,396,697, respectively.

Note 6: Tax Information

The Portfolio is treated as a partnership for tax purposes. The character of the cash distributions, if any, madeby the partnership is generally classified as nontaxable return of capital distributions. After each fiscal yeareach shareholder of record will receive information regarding their distributive allocable share of thepartnership’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.

Management has analyzed the Portfolio’s tax positions taken on federal, state and local income tax returns forall 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.

Note 7: 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 SCA isto provide an alternative source of temporary funding for capital share redemptions. The SCA provides for acommitment of $900 million for the period October 6, 2016 through October 5, 2017. The Funds pay anannualized commitment fee of .15% of the unused portion of the SCA. The Portfolio’s portion of the commitmentfee for the unused amount, allocated based upon a method approved by the Board, is accrued daily and paidquarterly. The interest on borrowings under the SCA is paid monthly and at a per annum interest rate basedupon a contractual spread plus the higher of (1) the effective federal funds rate, (2) the 1-month LIBOR rate or(3) zero percent.

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

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Note 8: Capital

The Series Fund offers Class I and Class II shares. Neither Class I nor Class II shares of the Portfolio aresubject to any sales charge or redemption charge and are sold at the net asset value of the Portfolio. Class Ishares are sold only to certain separate accounts of Prudential to fund benefits under certain variable lifeinsurance and 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. The separate accounts invest in shares of the Series Fund through subaccounts that correspond tothe Portfolios. The separate accounts will redeem shares of the Series Fund to the extent necessary toprovide benefits under the contracts or for such other purposes as may be consistent with the contracts.

Transactions in shares of beneficial interest were as follows:

Class I Shares Amount

Six months ended June 30, 2017:Series shares sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 269,153 $ 1,763,752Series shares repurchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (547,473) (3,610,947)

Net increase (decrease) in shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (278,320) $(1,847,195)

Year ended December 31, 2016:Series shares sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 468,237 $ 2,764,253Series shares repurchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,297,726) (7,712,406)Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 123,193


Class II

Six months ended June 30, 2017:Series shares sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — $ 1Series shares repurchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,919) (30,737)

Net increase (decrease) in shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,919) $ (30,736)

Year ended December 31, 2016:Series shares sold . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,492 $ 232,724Series shares repurchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,001,053) (5,980,789)Capital Contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 9,554


Note 9: Ownership and Affiliates

As of June 30, 2017, all of Class I shares of record of the Portfolio were owned by the Prudential InsuranceCompany of America (“PICA”), or subsidiaries thereof, on behalf of the owners of the variable insuranceproducts issued by PICA. PICA is an indirect, wholly-owned subsidiary of Prudential.

Note 10: Recent Accounting Pronouncements and Reporting Updates

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

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Financial Highlights(unaudited)

SP International Growth PortfolioClass I

Six Months EndedJune, 30 2017

Year Ended December 31,2016 2015 2014 2013 2012

Per Share Operating Performance(c):Net Asset Value, beginning of period . . . . . . . . . . . . . . . . . . . . . . $ 5.92 $ 6.14 $5.94 $ 6.30 $ 5.30 $ 4.36

Income (Loss) From Investment Operations:Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .05 .05 .03 .03 .02 .08Net realized and unrealized gain (loss) on investments . . . . . . . 1.09 (.28) .17 (.39) .98 .89

Total from investment operations . . . . . . . . . . . . . . . . . . . . . 1.14 (.23) .20 (.36) 1.00 .97

Less Distributions: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — (.03)

Capital Contributions(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — .01 — — — —

Net Asset Value, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 7.06 $ 5.92 $6.14 $ 5.94 $ 6.30 $ 5.30

Total Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.26% (3.58)%(f) 3.37% (5.71)% 18.87% 22.40%Ratios/Supplemental Data:Net assets, end of period (in millions) . . . . . . . . . . . . . . . . . . . . . . $ 74.3 $ 63.9 $71.5 $ 74.5 $ 86.9 $ 80.9Ratios to average net assets(b):

Expenses after waivers and/or expense reimbursement . . . . . 1.01%(g) 1.03% 1.22% 1.23% 1.30% 1.19%Expenses before waivers and/or expense reimbursement . . . 1.29%(g) 1.25% 1.23% 1.24% 1.31% 1.19%Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.58%(g) .80% .51% .55% .37% 1.59%

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23%(h) 57% 48% 55% 103% 111%

SP International Growth PortfolioClass II

Six Months EndedJune, 30 2017

Year Ended December 31,2016 2015 2014 2013 2012

Per Share Operating Performance(c):Net Asset Value, beginning of period . . . . . . . . . . . . . . . . . . . . . . $ 5.76 $ 6.01 $5.83 $ 6.21 $ 5.24 $ 4.30

Income (Loss) From Investment Operations:Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .04 .04 .01 .01 —(d) .06Net realized and unrealized gain (loss) on investments . . . . . . . 1.06 (.30) .17 (.39) .97 .88

Total from investment operations . . . . . . . . . . . . . . . . . . . . . 1.10 (.26) .18 (.38) .97 .94

Capital Contributions(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — .01 — — — —

Net Asset Value, end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6.86 $ 5.76 $6.01 $ 5.83 $ 6.21 $ 5.24

Total Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.10% (4.16)%(f) 3.09% (6.12)% 18.51% 21.86%Ratios/Supplemental Data:Net assets, end of period (in millions) . . . . . . . . . . . . . . . . . . . . . . $ 0.3 $ 0.3 $ 6.1 $ 6.9 $ 9.1 $ 8.6Ratios to average net assets(b):

Expenses after waivers and/or expense reimbursement . . . . . 1.41%(g) 1.43% 1.62% 1.63% 1.70% 1.59%Expenses before waivers and/or expense reimbursement . . . 1.69%(g) 1.65% 1.63% 1.64% 1.71% 1.59%Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.14%(g) .61% .13% .17% (.03)% 1.16%

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23%(h) 57% 48% 55% 103% 111%

(a) Total return is calculated assuming a purchase of a share on the first day and a sale on the last day of each period reported and 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 return 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.

(b) Does not include expenses of the underlying portfolio in which the Portfolio invests.

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

(d) Less than $.005.

(e) Represents payment received by the Portfolio, from Prudential, in connection with the failure to maximize securities lending income due to a restrictionthat benefited Prudential.

(f) Total return for the year includes the impact of the capital contribution. Excluding the capital contribution, the total return for Class I and Class IIwould have been (3.74)% and (4.33)%, respectively.

(g) Annualized.

(h) Not annualized.


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Approval of Advisory Agreements

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, their operations, and performs the variousduties imposed on the directors of investment companies by the 1940 Act. The Independent Trustees have retained independent legalcounsel to assist them in connection with their duties. The Chair of the Board is an Independent Trustee. The Board has established fourstanding committees: the Audit Committee, the Governance Committee, the Compliance Committee and the Investment Review and RiskCommittee. 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”) and the SP International Growth Portfolio’s (the Portfolio) subadvisory agreements. As is furtherdiscussed and explained below, in considering the renewal of the agreements, the Board, including all of the Independent Trustees, meton June 13-14, 2017 (“the Meeting”) and approved the renewal of the agreements through July 31, 2018, after concluding that therenewal of the agreements 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 agreements, and had the opportunity to askquestions and request further information in connection with the consideration of those agreements. 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 performance of the Portfolio, theprofitability of PGIM Investments and its affiliates, expenses and fees, and the potential for economies of scale that may be shared withthe Portfolio and its shareholders. In their deliberations, the Trustees did not identify any single factor that alone was responsible for theBoard’s decision to approve the agreements. In connection with its deliberations, the Board considered information provided at or inadvance of the Meeting, as well as information provided throughout the year at regular and special Board meetings, includingpresentations from PGIM Investments and subadviser personnel such as portfolio managers.

The Trustees 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 and the Portfolio’s subadvisers, each of which servespursuant to the terms of a subadvisory agreement with PGIM Investments, are in the best interests of the Trust, the Portfolio and thePortfolio’s shareholders in light of the services performed, fees charged and such other matters as the Trustees considered relevant inthe 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 Trustees’ determinations to approve the renewal of the agreementsare discussed 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 and each subadviser. The Board considered the services provided by PGIM Investments, including but not limited to theoversight of the subadvisers, as well as the provision of recordkeeping and compliance services to the Trust. With respect to PGIMInvestments’ oversight of the subadvisers, the Board noted that PGIM Investments’ Strategic Investment Research Group (SIRG), abusiness unit of PGIM Investments, is responsible for screening and recommending new subadvisers when appropriate, as well asmonitoring and reporting to the Board on the performance and operations of the subadvisers. The Board also considered that PGIMInvestments pays the salaries of all of the officers and management Trustees of the Trust. The Board also considered the investmentsubadvisory services provided by each subadviser, as well as compliance with the Trust’s investment restrictions, policies andprocedures. The Board considered PGIM Investments’ evaluation of the subadvisers, as well as PGIM Investments’ recommendation,based on its review of the subadvisers, to renew the subadvisory agreements.

The Board reviewed the qualifications, backgrounds and responsibilities of PGIM Investments’ senior management responsible for theoversight of the Trust and each subadviser, and also reviewed the qualifications, backgrounds and responsibilities of the subadvisers’portfolio managers who are responsible for the day-to-day management of the Portfolio. The Board was provided with informationpertaining to PGIM Investments’ and each subadviser’s organizational structure, senior management, investment operations and otherrelevant information pertaining to PGIM Investments and each subadviser. The Board also noted that it received favorable compliancereports from the Trust’s Chief Compliance Officer (CCO) as to PGIM Investments and each subadviser. The Board noted that JennisonAssociates LLC (Jennison), which serves as one of the subadvisers to the Portfolio, is affiliated with PGIM Investments.

The Board concluded that it was satisfied with the nature, extent and quality of the investment management services provided by PGIMInvestments and the subadvisory services provided to the Portfolio by each subadviser, and that there was a reasonable basis on whichto conclude that the Portfolio benefits from the services provided by PGIM Investments and each subadviser under the management andsubadvisory 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 and the adviser’scapital structure and cost of capital. The Board considered information regarding the profitability of Jennison, which is an affiliate ofPGIM Investments, on a consolidated basis. Taking these factors into account, the Board concluded that the profitability of PGIMInvestments 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 and the Subadvisers

The Board considered potential ancillary benefits that might be received by PGIM Investments, the subadvisers, and their affiliates as aresult of their relationship with the Trust. The Board concluded that potential benefits to be derived by PGIM Investments includedcompensation received by insurance company affiliates of PGIM Investments from the subadvisers, as well as benefits to its reputationor other intangible benefits resulting from PGIM Investments’ association with the Trust. The Board also considered information providedby PGIM Investments regarding the regulatory requirement that insurance companies determine that the fees and charges under theirvariable contracts are reasonable. The Board noted that the insurance company affiliates of PGIM Investments at least annually reviewand represent that the fees and charges of the variable contracts using the Portfolio are reasonable. The Board concluded that thepotential benefits to be derived by the subadvisers included the ability to use soft dollar credits, brokerage commissions that may bereceived by affiliates of the subadvisers, as well as the potential benefits consistent with those generally resulting from an increase inassets under management, specifically, potential access to additional research resources and benefits to their reputations. The Boardconcluded that the benefits derived by PGIM Investments and the subadvisers were consistent with the types of benefits generallyderived by investment managers and subadvisers to mutual funds.

Performance of the Portfolio / Fees and Expenses / Other Factors

With respect to the Portfolio, the Board also considered certain additional specific factors and made related conclusions relating to thehistorical performance of the Portfolio for the one-, three-, five- and ten-year periods ended December 31, 2016, except as otherwisenoted below. The Board compared the historical performance of the Portfolio to the comparable performance of the Portfolio’s benchmarkindex and to a universe of mutual funds (the Peer Universe) that were determined by Broadridge, Inc. (Broadridge), an independentprovider of mutual fund data, to be similar to the Portfolio.

The Board also considered the Portfolio’s actual management fee, as well as the Portfolio’s net total expense ratio, for the calendar year2016. 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 each Peer Group were objectively determined by Broadridge, an independentprovider of mutual fund data. The comparisons placed the Portfolio in various quartiles, with the 1st quartile being the best 25% of themutual funds (for performance, the best performing mutual funds and, for expenses, the lowest cost mutual funds). To the extent thatPGIM Investments deems appropriate, and for reasons addressed in detail with the Board, PGIM Investments may have provided and theBoard may have considered, supplemental data compiled by Broadridge for the Board’s consideration.

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

SP International Growth PortfolioPerformance 1 Year 3 Years 5 Years 10 Years

3rd Quartile 2nd Quartile 1st Quartile 3rd QuartileActual Management Fees: 1st Quartile

Net Total Expenses: 2nd Quartile

• The Board noted that the Portfolio outperformed its benchmark index over three-, five-, and ten-year periods, though itunderperformed its benchmark index for the one-year period.

• The Board noted that PGIM Investments had contractually agreed to waive 0.011% of its management fee through June 30, 2018.

• The Board further noted that PGIM Investments had contractually agreed through June 30, 2018 to cap the Portfolio’s operatingexpenses at 1.01% (exclusive of certain fees and expenses).

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

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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 lifecontract contain information on the contract and the investment objectives, risks, charges and expenses of theportfolios, and should be read carefully.

A description of the Fund’s proxy voting policies and procedures is available, without charge, upon request bycalling the appropriate phone number listed below. Information regarding how the Fund voted proxies relating toportfolio securities during the most recent 12-month period ended June 30 is available on the website of theSecurities and Exchange Commission (the Commission) at www.sec.gov and on the Fund’s website atwww.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-Q. Form N-Q is available on the Commission’s website at www.sec.gov or by visiting theCommission’s Public Reference Room. For more information on the Commission’s Public Reference Room,please visit the Commission’s website or call (800) SEC-0330. Form N-Q is also available on the Fund’s websiteor by calling the telephone number referenced below.

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.

The Prudential Series Fund is distributed by Prudential Investment Management Services LLC (PIMS), 655 BroadStreet, 19th Floor, Newark, NJ 07102, member SIPC, a Prudential Financial company and solely responsible forits own financial condition and contractual obligations.

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.

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

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