Each Account’s Management Agreement with PI and each subadvisory agreement with PIM and Jennison, as applicable, was last approved by the Committee of each Account at an in-person meeting held on June 9-11, 2014.

~~Set forth below are the Subadvisers for each Account as of the date of this proxy statement:~~


~~Account~~		~~Subadviser~~
~~The Prudential Variable Contract Account-2~~		~~Jennison~~
~~The Prudential Variable Contract Account-10~~		~~Jennison~~
~~The Prudential Variable Contract Account-11~~		~~PIM~~

~~VOTING INFORMATION~~

~~Under most Section 403(b) plans,~~ Participants ~~have~~having voting rights ~~in each Account, and this proxy statement will be sent~~with respect to them. Under some qualified plans, the Contractholder will have the voting rights. In general, for qualified plans with a trustee, we will send the proxy statement to the Contractholder so it can determine whether the plan provides for voting by the Contractholder or the Participants. You are receiving this proxy statement because you have voting rights in an Account.

~~Voting rights are determined~~VCA 10 as of the close of business on the ~~record date~~Record Date are entitled to vote at the Meeting. Additional information regarding voting rights, required Participant vote and voting procedures is included at the end of ~~September 12, 2014.~~this Proxy Statement in the section entitled "Voting Information."

EXHIBITS TO PROXY STATEMENT

Exhibit A				Prospectus for Fidelity VIP Index 500 Portfolio
Exhibit B				Outstanding Units

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Exhibit A

Prospectus for Fidelity VIP Index 500 Portfolio

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Exhibit B

OUTSTANDING UNITS

The following table sets forth the outstanding Units of The Prudential Variable Contract Account-10 ("VCA 10") as of April 11, 2022. The person having voting rights is entitled to the number of votes and fractions thereof equal to the number of dollars and fractions thereof in the individual accumulation account(s) in VCA 10 as of close of business on the ~~Account.~~Record Date.

				Units Outstanding
The Prudential Variable Contract Account-10					5,691,188.8

PROPOSAL

To Approve the Restructuring of VCA 10

Under the proposal, contractholders and participants having voting rights (collectively, "Participants") in The Prudential Variable Contract Account-10 ("VCA 10") are being asked to approve a restructuring of VCA 10 which would change VCA 10 from a management investment company overseen by the Committee of VCA 10 (the "Committee") to a unit investment trust invested solely in shares of an underlying fund. The Committee, including all of the independent Committee members, unanimously approved the restructuring and recommends that you vote in favor of the proposal.

Committee Approval and Recommendation

At a meeting of the Committee held on March 2, 2022, the Committee, including all of the members of the Committee who are not "interested persons" (as such term is defined in the 1940 Act) (the "Independent Committee Members"), unanimously approved the proposed restructuring of VCA 10 and recommended that the Participants also approve the proposed restructuring.

Background: Existing Structure and Proposed Restructuring

The contracts offering VCA 10 as an investment option are no longer actively sold. Because the contracts are no longer actively sold, the asset base of VCA 10 has been declining, and The Prudential Insurance Company of America ("Prudential") does not expect that the asset base will increase substantially in the foreseeable future.

To address the anticipated decline in the asset base of VCA 10, Prudential proposed, and the Committee approved, a restructuring of VCA 10 to change VCA 10 from a management investment company overseen by the Committee to a unit investment trust under the Investment Company Act of 1940, as amended ("1940 Act"), invested solely in shares of an underlying fund, the Fidelity VIP Index 500 Portfolio (the "Fidelity Fund", and such restructuring, the "Restructuring"). VCA 10 would invest solely in Initial Class shares of the Fidelity Fund. The Committee recommends that you also approve the Restructuring.

The Restructuring will also provide an organizational structure for VCA 10 that is more common in the variable annuity industry than the current organization structure. Virtually all of Prudential's other variable annuity products as well as industry are structured with two tiers or levels, namely, an insurance company separate account that purchases shares of a mutual fund and a mutual fund that holds a diverse portfolio of investments. Currently, VCA 10 is organized as a one-tier structure consisting of an insurance company separate account that invests directly in a portfolio of investments. The Restructuring will move VCA 10 from a one-tier structure to the more common two-tier structure.

If the Restructuring is approved, VCA 10 will continue as a separate account, but instead of holding an actively managed portfolio of equity securities, it will become a unit investment trust, which holds shares of the Fidelity Fund. After the Restructuring, each Participant will have an interest in the unit investment trust equal in value to that Participant's interest in VCA 10 immediately prior to the Restructuring.

VCA 10 will receive shares of the Fidelity Fund. Each such share will be fully paid and non-assessable when issued, which means that the consideration for the shares has been paid in full and the Fidelity Fund may not impose levies on shareholders for more money, respectively. The Fidelity Fund will not issue share certificates; rather, the ownership of the shares will be recorded on the books of the Fidelity Fund, consistent with common industry practice. The shares of the Fidelity Fund issued to VCA 10 will have no pre-emptive or conversion rights, consistent with common industry practice.

The Restructuring will be completed by the sale of all of the securities of VCA 10 for cash and the purchase of shares of the Fidelity Fund. The Restructuring is not expected to result in tax consequences to Participants.

The Restructuring is expected to reduce the Participants' fees and expenses. VCA 10 currently pays an administrative fee and an investment management fee. The administrative fee will remain unchanged after the Restructuring, but the investment management fee charged (0.25%) will no longer be charged following the

Restructuring, and the VCA 10 Participants will instead bear the fees and expenses of the Fidelity Fund (currently 0.10%). As such, after the Restructuring, Participants will pay lower total fees and expenses.

The Restructuring will not result in any changes to your contract or certificate, including your benefits.

The Restructuring will also benefit the Participants by allowing Participants to participate in the larger asset base of the Fidelity Fund. Due to the Fidelity Fund's current expense ratio, the Restructuring will result in decreased fees and expenses for Participants. The Fidelity Fund has outperformed VCA 10 over the previous 1-year, 5-year and 10-year time periods as of December 31, 2021. PGIM Investments LLC ("PGIM Investments") serves as the investment manager for VCA 10. Jennison Associates LLC ("Jennison") serves as the investment subadviser for VCA 10. Fidelity Management & Research Company LLC ("Fidelity") serves as the investment manager for the Fidelity Fund. Geode Capital Management, LLC ("Geode") serves as the investment subadviser for the Fidelity Fund.

The implementation of the Restructuring is subject to various conditions, including approval by Participants. The Restructuring may be abandoned at any time prior to the effective time, notwithstanding approval by Participants, at the discretion of the Committee and PGIM Investments. If approved by Participants, the Restructuring will become effective on such date as may be mutually agreed upon by Fidelity and PGIM Investments. It is expected that the Restructuring will be completed in or about September 2022.

Committee Considerations

At a meeting of the Committee held on March 2, 2022, the Committee considered a presentation made by PGIM Investments concerning the proposed Restructuring. At such meeting, the Committee, including all of the Independent Committee Members, unanimously approved the proposed Restructuring and recommended that the Participants also approve the proposed Restructuring. The material factors that formed the basis for the Committee Members' determination to approve the proposed Restructuring are discussed below.

Potential for Improved Performance.

The Committee received and considered information regarding the investment performance of VCA 10 and the Fidelity Fund. The Committee noted that the proposed Restructuring would permit VCA 10 to directly invest in the Fidelity Fund and it also noted the Fidelity Fund's strong historical performance and larger asset base.

Reduced Expenses

The Committee considered the Fidelity Fund's management fees and expenses, noting that the proposed Restructuring would result in the Participants indirectly bearing the Fidelity Fund's management fees and expenses. The Committee noted that, while the Participants would indirectly bear the Fidelity Fund's management fees and expenses, those additional management fees and expenses would be offset by the elimination of the VCA 10 management fee. The Committee further noted that the proposed Restructuring was expected to decrease total expenses for VCA 10.

Potential for Investment and Operational Efficiencies

The Committee considered VCA 10's organizational structure, noting that it is organized as a one-tier structure consisting of an insurance company separate account that invests directly in a portfolio of investments and that, if the proposed Restructuring is approved, VCA 10 would move from a one-tier structure to the more common two-tier structure. The Committee considered that the two-tier structure is much more common in the variable annuity industry than VCA 10's current organizational structure. It also received and considered information about Prudential's other variable annuity contracts, which are typically structured with two tiers or levels. The Committee considered that the two-tier structure provides more flexibility, such as the ability to gain benefits of larger scale by pooling the account value of VCA 10 investors with investments under other variable annuity contracts in the underlying fund.

* * *

After full consideration of these factors, the Committee approved the proposed Restructuring upon concluding that such proposal was in the best interests of VCA 10 and the Participants.

Fees and Expenses

The Restructuring is expected to reduce your fees and expenses. VCA 10 currently pays an administrative fee and an investment management fee. The administrative fee will remain unchanged after the Restructuring, but the investment management fee charged (0.25%) will no longer be charged following the Restructuring, and the VCA 10 Participants will instead bear the fees and expenses of the Fidelity Fund (currently 0.10%). As such, after the Restructuring, Participants will pay lower total fees and expenses.

The tables below sets out the current expense structures of VCA 10 and the pro forma expense structures assuming that the Participants approve the Restructuring:¹

Standard Contract	Current Expense Structure			Pro Forma Expense Structure
Management Fee		0.25	%		n/a
Maximum Administrative Fee		0.75	%		0.75	%
Fidelity Fund Total Expense Ratio		n/a			0.10	%
Total Expenses		1.00	%		0.85	%
0.50% Contract	Current Expense Structure			Pro Forma Expense Structure
Management Fee		0.25	%		n/a
Maximum Administrative Fee		0.25	%		0.25	%
Fidelity Fund Total Expense Ratio		n/a			0.10	%
Total Expenses		0.50	%		0.35	%
0.45% Contract	Current Expense Structure			Pro Forma Expense Structure
Management Fee		0.25	%		n/a
Maximum Administrative Fee		0.20	%		0.20	%
Fidelity Fund Total Expense Ratio		n/a			0.10	%
Total Expenses		0.45	%		0.30	%

Expense Example

The example is intended to help you compare the cost of investing in VCA 10 under the current structure for the twelve-month period ended December 31, 2021, with the cost of investing in VCA 10 after the Restructuring assuming that VCA 10 directly invested in the Fidelity Fund for the twelve-month period ended December 31, 2021. These Expense Examples assume that you invest $100,000 in VCA 10 for the time periods indicated. The Expense Examples also assume that your investment has a 5% return each year, that the maximum administrative

1 Prudential has issued Contracts offering VCA 10 with differing fees based on differing retirement plan economies of scale and expense characteristics. The Standard Contracts have total annual expenses of 1.00% (as a percentage of average daily net assets) and use Class I Units. The 0.50% Contracts have total annual expenses of 0.50% (as a percentage of average daily net assets) and use Class II Units. The 0.45% Contracts have total annual expenses of 0.45% (as a percentage of average daily net assets) and use Class III Units.

fee applies, and that no expense waivers and reimbursements are in effect. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

Expense Example Based on Current VCA 10 Structure

1 Year				3 Years				5 Years				10 Years
$	1,050			$	3,273			$	5,671			$	12,529

Expense Example Based on VCA 10 Structure if the Restructuring is Approved

1 Year				3 Years				5 Years				10 Years
$	898			$	2,801			$	4,860			$	10,775

Comparison of VCA 10 and the Fidelity Fund

Investment Objectives and Principal Investment Strategies

Both VCA 10 and the Fidelity Fund invest primarily in equity securities of large companies. VCA 10's investment objective is long-term growth of capital. The Fidelity Fund's investment objective is to seek investment results that correspond to the total return of common stocks publicly traded in the United States, as represented by the S&P 500 Index. VCA 10 is actively managed, and the Fidelity Fund is passively managed seeking to track the performance on an index.

PGIM Investments serves as the investment manager for VCA 10, and Jennison serves as its subadviser. Fidelity serves as the investment manager for the Fidelity Fund, and Geode serves as its subadviser.

VCA 10 seeks to achieve its investment objective by investing primarily in equity securities of major, established corporations. Current income, if any, is incidental to this objective. VCA 10 may also invest in preferred stocks, warrants, convertible bonds, or other equity-related securities. Under normal market conditions, VCA 10 may also invest up to 20% of its total assets in short-, intermediate- or long-term debt instruments that have been rated "investment grade." VCA 10 may also purchase and sell financial futures contracts, including futures contracts on stock indexes, interest-bearing securities (for example, U.S. Treasury bonds and notes) or interest rate indexes. In addition, VCA 10 may purchase and sell futures contracts on foreign currencies or groups of foreign currencies. VCA 10 will use futures contracts only to hedge its positions with respect to securities, interest rates and foreign securities. In addition to futures contracts, VCA 10 is permitted to purchase and sell options on equity securities, debt securities, securities indexes, foreign currencies and financial futures contracts.

As part of its principal investment strategies, the Fidelity Fund normally invests at least 80% of its assets in common stocks included in the S&P 500 Index, and lends securities to earn income for the fund. In addition to its principal investment strategies, the Fidelity Fund may use various techniques, such as buying and selling futures contracts, swaps, and exchange traded funds, to increase or decrease the fund's exposure to changing security prices or other factors that affect security values.

Performance

The charts below show the performance histories of each of VCA 10 and the Fidelity Fund as of December 31, 2021.

	1 Year (%)		5 Years (%)		10 Years (%)
VCA 10
Average Annual Total Returns Standard Contract		20.78		15.26		13.22
0.50% Contract		21.38		15.83		13.78
0.45% Contract		21.44		15.89		13.84

1 Year (%)

5 Years (%)

10 Years (%)

Fidelity Fund*

Average Annual Total Returns
Initial Class

28.58

18.34

16.44

* The performance history of the Fidelity Fund reflected above does not reflect the administrative fee that is paid by VCA 10. Following the Restructuring, VCA 10 will continue to charge an administrative fee.

Principal Risks of VCA 10 and the Fidelity Fund

The principal investment risks of the VCA 10 and the Fidelity Fund are substantially similar because they both invest primarily in equity securities of large companies.

VCA 10 is subject to risks related to active management, including the risk that VCA 10 underperforms its benchmark, while the Fidelity Fund is subject to risk related to passive management, including the risk that the Fidelity Fund may not track the index and the risk the Fidelity Fund's performance could be lower than actively managed funds that may shift their portfolio assets to take advantage of market opportunities or lessen the impact of a market decline or a decline in the value of one or more issuers.

VCA 10 is subject to the risks associated with foreign investments since it may invest in foreign securities. VCA 10 is also subject to risks associated with fixed income investments since it may invest up to 20% of its total assets in short-, intermediate- or long-term debt instruments that have been rated "investment grade."

Information about Fidelity Fund

The Fidelity Fund is a separate diversified series of Variable Insurance Products Fund II, which is organized as a Massachusetts business trust. Variable Insurance Products Fund II is registered under the 1940 Act with the SEC as an open-end management investment company. Variable Insurance Products Fund II, including the Fidelity Fund, is overseen by a Board of Trustees.

Fidelity Management & Research Company LLC ("Fidelity"), with an address at 245 Summer Street, Boston, Massachusetts 02210, is the investment manager for the Fidelity Fund. Fidelity is responsible for handling the Fidelity Fund's business affairs.

Fidelity has engaged Geode Capital Management, LLC ("Geode"), with an address at 100 Summer Street, 12th Floor, Boston, Massachusetts 02110, to serve as subadviser for the Fidelity Fund. Geode chooses the Fidelity Fund's investments and places orders to buy and sell the Fidelity Fund's investments.

The Fidelity Fund may rely on an exemptive order from the SEC that permits the Fidelity Fund to employ a "manager of managers" structure ("Multi-Manager Order"). Pursuant to the Multi-Manager Order, Fidelity is permitted to enter into and materially amend subadvisory agreements with certain subadvisers with board approval and without shareholder approval.

Information about PGIM

PGIM Investments LLC ("PGIM Investments") is the investment manager for VCA 10. PGIM Investments is registered with the SEC as an investment adviser, and is an indirect wholly-owned subsidiary of Prudential Financial. PGIM Investments is responsible for the overall management of the investment operations of VCA 10, including oversight of the subadvisers. PGIM Investments' principal place of business is at 655 Broad Street, Newark, New Jersey 07102.

As of December 31, 2021, PGIM Investments served as investment manager to all of the Prudential US and offshore open-end investment companies, and as administrator to closed-end investment companies, with aggregate assets of approximately $373.6 billion. PGIM Investments is a wholly-owned subsidiary of PIFM Holdco, LLC, which is a wholly-owned subsidiary of PGIM Holding Company LLC, which is a wholly-owned subsidiary of Prudential Financial, Inc. PGIM Investments has been in the business of providing advisory services since 1996.

On April 4, 2022, Prudential Financial sold its full-service retirement business to Empower Retirement, LLC ("Empower Retirement"), the second-largest retirement provider in the U.S. As part of the sale, the contracts using VCA 10 are now administered and reinsured by Empower Retirement. Empower Retirement administers approximately $1 trillion in assets for more than 12 million retirement plan participants as of March 31, 2021. It is the nation's second-largest retirement plan recordkeeper by total participants. Empower Retirement serves all segments of the employer-sponsored retirement plan market: government 457 plans; small, midsize and large corporate 401(k) clients; not-for-profit 403(b) entities; Taft-Hartley plans; private-label recordkeeping clients; and IRA and brokerage customers.

Implementation

As explained in more detail above, PGIM Investments and the Committee are proposing Restructuring in order to restructure VCA 10 into the more common two-tier structure, which will result in lower total expenses for the Participants and access to an underlying fund with strong historical performance and a larger asset base.

If the Restructuring is approved by the Participants, the Restructuring will become effective on such date as may be mutually agreed upon by Fidelity and PGIM Investments. It is expected that the Restructuring will be completed in or about September 2022.

THE COMMITTEE OF VCA 10, INCLUDING ALL OF THE INDEPENDENT COMMITTEE MEMBERS, RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.

VOTING INFORMATION

Voting Rights

Under most Section 403(b) plans, participants have voting rights in VCA 10, and this proxy statement will be sent to them. Under some qualified plans, the contractholder will have the voting rights. In general, for qualified plans with a trustee, we will send the proxy statement to the contractholder so it can determine whether the plan provides for voting by the contractholder or the participants.

Contractholders and participants having voting rights in VCA 10 (collectively, "Participants") as of the Record Date are entitled to vote. The Record Date is April 11, 2022.

You are receiving this proxy statement because you have voting rights in VCA 10 as of the Record Date. The person having voting rights is entitled to the number of votes and fractions thereof equal to the number of dollars and fractions thereof in the individual accumulation account(s) in VCA 10 as of close of business on the Record Date. Prudential is entitled to vote any Units representing its own funds invested in ~~the Account~~VCA 10 as of the ~~record date. For the Account,~~Record Date. Prudential ~~Insurance~~ will cast any votes based on any of its own funds in the same proportions as all other persons having voting rights represented at the Meeting in person or by proxy. For example, if 90% of votes received from persons having voting rights in ~~a particular Account~~VCA 10 are in favor of ~~a Proposal,~~the Restructuring, Prudential ~~Insurance~~ will cast 90% of its votes in ~~that Account~~VCA 10 in favor of the ~~Proposal. Because of this proportional voting, a small~~Restructuring.

The table in Exhibit B shows the number of ~~persons may determine the outcome~~Units of ~~a Proposal. The table below provides information regarding the outstanding voting rights~~VCA 10 as of the ~~record date.~~Record Date that are entitled to vote at the Meeting.

To the knowledge of VCA 10, as of the Record Date, no person owned Units attributable to 5% or more of the assets of VCA 10.

Account Units Outstanding Dollar Value of Units Outstanding
The Prudential Variable Contract Account-2 4,958,605.41681 $297,562,649.93
The Prudential Variable Contract Account-10 11,928,764.86268 $182,106,684.67
The Prudential Variable Contract Account-11 8,651,959.39540 $28,176,989.52

Required Participant Vote

Approval of the Restructuring requires a vote in favor of the Restructuring by a majority of the votes cast at the Meeting.

The presence, in person or by proxy, of more than 35% of the votes which may be cast will constitute a quorum for the transaction of business at the Meeting. If a quorum is not present at the Meeting, or if a quorum is present at the Meeting but sufficient votes to approve ~~a Proposal~~the Restructuring are not received, the persons named as proxies may

propose one or more adjournments of the Meeting to permit further solicitation of proxies. Any adjournment will require the affirmative vote of a majority of those ~~Units~~votes present and entitled to vote at the Meeting in person or by proxy.

If a proxy that is properly executed and returned is accompanied by instructions to withhold authority to vote (an abstention) or represents a broker ~~“non-vote”~~"non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote on a particular matter with respect to which the broker or nominee does not have discretionary power), the ~~Units~~votes represented thereby ~~with respect to matters to be determined by a plurality of the votes cast on such matters (including proposed adjournments on such matters),~~ will be considered present for purposes of determining a quorum but will have the ~~existence~~effect of a vote against the Restructuring. Accordingly, abstentions and broker non-votes will effectively be a vote against adjournment and against the Restructuring.

In the event that sufficient votes to obtain a quorum have not been obtained, VCA 10 may request that one or more brokers submit a specific number of broker non-votes in order to obtain quorum. VCA 10 would only take such actions if it believed such actions would result in quorum and VCA 10 had already received or expected to receive sufficient votes to approve the Restructuring at the Meeting.

Solicitation of Proxies and Votes

Solicitation of votes is being made by VCA 10 primarily by distribution of this Notice and Proxy Statement by mail. In addition to the solicitation of proxy votes by mail, officers and agents of VCA 10 and employees of PGIM Investments, and its affiliates, without additional compensation, may solicit proxies and votes in person or by telephone, fax, the Internet, personal interview or other permissible means. In lieu of executing a proxy card, you may attend the Meeting via remote communication.

AST Fund Solutions has been retained for the ~~transaction~~purpose of ~~business,~~responding to questions and requests for assistance from Participants. AST Fund Solutions may also provide services for the solicitation of proxies and votes from Participants through any of the means described above. The solicitation services to be provided by AST Fund Solutions may include, but are not ~~being cast,~~limited to mailing services, outbound calling, vote recording and vote tabulation. Estimated cost for AST Fund Solutions' services are $61,000 which will ~~have no effect on the outcome of such matters.~~be covered by Prudential and/or Empower Retirement or their affiliates.

The individuals named as proxies on the enclosed ~~voting instruction forms~~proxy card will vote in accordance with your direction as indicated thereon if your card is received properly executed by you or by your duly appointed agent or attorney-in-fact. If your card is properly executed and you give no voting instructions, your ~~Units~~votes will be voted FOR ~~each Proposal. If any nominee for~~ the ~~Committee should withdraw or otherwise become unavailable for election, your Units will be voted in favor of such other nominee or nominees as the Manager may recommend.~~Restructuring. You may revoke any ~~voting instruction form~~proxy by giving another proxy or by letter ~~or telegram~~ revoking the initial proxy. To be effective your revocation must be received by ~~the Account~~VCA 10 prior to the Meeting and must indicate your name and account number.

~~Contractholders/~~Participants may revoke their ~~instructions,~~vote, but to be effective, Prudential ~~Insurance~~ must receive written notice of the revocation prior to 66:00 p.m. Eastern Time on ~~November 25, 2014.~~the day before the Meeting. Alternatively, ~~contractholders~~a Participant may ~~attend a~~revoke his or her vote by participating via remote communication at the Meeting ~~and vote in person, in which case any prior instructions provided will be revoked.~~

This solicitation is being made by mail, but it also may be made by telephone, electronic mail or facsimile. ~~Prudential Insurance~~

Proxy Solicitation Costs

Participants will not bear any of the costs or expenses associated with this Proxy Statement. The cost of the Proxy Statement and the Meeting, including the cost of ~~this~~ solicitation ~~including the costs~~ of ~~any solicitation or other services furnished by D.F. King & Co. Inc.~~

Copies of each Account’s most recent annual report, including financial statements, have previously been delivered to Contractholders/Participants. Persons having voting rights may obtain without charge additional copies of each Account’s annual report by writing us at Prudential Retirement Services, 30 Scranton Office Park, Scranton, PA 18507-1789, or by calling~~1-866-665-7684~~ ~~(toll free).~~

~~Contractholders/Participants voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers~~proxies, printing and ~~telephone companies that must~~mailing, and legal expenses, will be borne by Prudential and/or Empower Retirement or their affiliates and is estimated to be $135,000.

Transition Expenses

In order for PGIM Investments to implement the ~~Contractholders/Participants.~~

~~PROPOSAL No. 1~~

~~TO ELECT COMMITTEE MEMBERS~~

~~The Committee~~Restructuring, PGIM Investments currently expects that the Restructuring would be completed by the sale of ~~each Account has nominated the twelve individuals identified below for election to each Account’s Committee. Pertinent information about each nominee is set forth below. Each~~all of the ~~nominees has consented to being named in this proxy statement,~~securities of VCA 10 for cash and ~~has indicated a willingness to serve if elected. All~~the purchase of shares of the ~~nominees currently serve as a Committee Member~~Fidelity Fund for ~~each~~cash. The transaction is planned to minimize the risk that Participants are out of the ~~Accounts,~~market for a significant period of time during the transition. Based on discussions with Jennison, PGIM Investments expects

to utilize a transition manager to facilitate the ~~exception~~Restructuring. Brokerage commissions and other transaction-related expenses will be directly incurred on behalf of ~~Ms. Torres, who does not currently serve as a Committee Member, and Mr. Parker.~~¹

Section 16 of the 1940 Act effectively requires that at least 2/3 of the members of an Account’s Committee be elected by contractholders immediately after the Committee’s appointment of a new member. In addition, there must be a majority of contractholder-elected Account Members on the Committee. The last time that Contractholders/Participants of The Prudential Variable Contract Account-10 and The Prudential Variable Contract Account-11 elected Committee Members was in 2010, and the last time that Contractholders/Participants of The Prudential Variable Contract Account-2 elected Committee Members was in 2008. Since those elections, as a result of retirements and subsequent appointments of new Committee Members, each Account is near or at its statutory limitations under the 1940 Act and can no longer appoint additional Committee Members without a vote by Contractholders/Participants.

To ensure the continuity and uninterrupted functioning of the Committee of each Account in compliance with the 1940 Act, and to allow each Committee to appoint new members in the future as circumstances and conditions may warrant, each Account’s current Committee Members believe that it is prudent and appropriate for Contractholders/Participants to elect each nominee for each Account covered by this proxy statement. By electing the nominees, the Committee Members of each Account will have the flexibility necessary to appoint new members in the future in compliance with the requirements of the 1940 Act.

If elected, all nominees will hold office until the earlier to occur of: (a) the next meeting of Contractholders/Participants of the Account at which Committee Members are elected and until their successors are elected and qualified; or (b) until their terms expire in accordance with each Account’s retirement policy; or (c) until they resign or are removed as permitted by law. Each Account’s retirement policy generally calls for the retirement of Committee Members on December 31 of the year in which they reach the age of 75.

~~Depending on the Account, any Committee Member may be removed by the holders of not less than a majority of the contracts issued~~VCA 10 in connection with the ~~Account entitled~~Restructuring. Such brokerage commissions and other transaction-related expenses are estimated to vote on the election of Committee Members, or by the holders of not less than two-thirds of the contracts issued in connection with the Account entitled to vote on the election of Committee Members. In the event of a vacancy on the Committee, the remaining Committee Members intend to fill such vacancy by

¹	~~Stuart Parker currently serves as a Board Member for all of the funds in the Prudential retail mutual fund complex with the exception of Prudential MoneyMart Assets, Inc.~~be $16,000 and ~~the Prudential Variable Contract Account-2.~~

~~appointing another Committee Member, so long as immediately after such appointment, at least two-thirds of the Committee Members have been elected by contractholders.~~

Committee Members who are not “interested persons” of an Account (as defined in the 1940 Act) are referred to as Independent Committee Members. Committee Members who are interested persons of an Account are referred to as Interested Committee Members.

The Committee of each Account is currently composed of two Interested Committee Members and eleven Independent Committee Members. The Chair of the Committee is Richard Redeker, who is an Independent Committee Member. Two current Independent Committee Members, Robin B. Smith and Douglas McCorkindale, have announced their intention to retire at the end of 2014 in accordance with the Accounts’ retirement policy. If all of the individuals nominated for election are elected by Contractholders/Participants, the Committee of each Account will be ~~comprised of nine Independent Committee Members and three Interested Committee Members.~~

It is expected that the Committee Members will meet at least four times a year at regularly scheduled meetings. The number of Committee meetings held during each Account’s most recent fiscal year is set forth in Exhibit C.

None of the nominees is related to another. None of the Independent Committee Members of each Account nor persons nominated to become Independent Committee Members owns shares of Prudential Financial, Inc. or its affiliates.

The name, age, current Committee position, business experience and address of each Independent Committee Member nominee and each Interested Committee Member nominee (each a Nominee), as well as information regarding their service on the boards of other mutual funds in the Prudential mutual fund complex, is as follows:

~~PROPOSED INDEPENDENT COMMITTEE MEMBER NOMINEES~~

~~Ellen S. Alberding* (56) | Committee Member | Since 2013~~

~~Principal Occupation(s) During Past 5 Years:~~ President and Board Member, The Joyce Foundation (charitable foundation) (since 2002); Vice Chair, City Colleges of Chicago (community college system) (since 2011); Trustee, Skills for America’s Future (national initiative to connect employers to community colleges) (since 2011); Trustee, National Park Foundation (charitable foundation for national park system) (since 2009); Trustee, Economic Club of Chicago (since 2009).

~~Number of Portfolios in Fund Complex† Overseen~~borne by ~~Nominee:~~ 71

~~Other Directorships Held by Nominee**:~~ ~~None.~~

~~Kevin J. Bannon* (62) | Committee Member | Since 2008~~

~~Principal Occupation(s) During Past 5 Years:~~ Managing Director (since April 2008) and Chief Investment Officer (October 2008-November 2013) of Highmount Capital LLC (registered investment adviser); formerly Executive Vice President and Chief Investment Officer (April 1993-August 2007) of Bank of New York Company; President (May 2003-May 2007) of BNY Hamilton Family of Mutual Funds.

~~Number of Portfolios in Fund Complex† Overseen by Nominee:~~ 71

~~Other Directorships Held by Nominee**:~~ ~~Director of Urstadt Biddle Properties (since September 2008).~~

~~Linda W. Bynoe* (62) | Committee Member | Since 2005~~

~~Principal Occupation(s) During Past 5 Years:~~ President and Chief Executive Officer (since March 1995) and formerly Chief Operating Officer (December 1989-February 1995) of Telemat Ltd. (management consulting); formerly Vice President (January 1985-June 1989) at Morgan Stanley & Co. (broker-dealer).

~~Number of Portfolios in Fund Complex† Overseen by Nominee:~~ 71

~~Other Directorships Held by Nominee**:~~ Director of Simon Property Group, Inc. (retail real estate) (May 2003-May 2012); Director of Anixter International, Inc. (communication products distributor) (since January 2006); Director of Northern Trust Corporation (financial services) (since April 2006); Trustee of Equity Residential (residential real estate) (since December 2009).

~~Keith F. Hartstein* (57) | Committee Member | Since 2013~~

~~Principal Occupation(s) During Past 5 Years:~~ Retired; Formerly President and Chief Executive Officer (2005-2012), Senior Vice President (2004-2005), Senior Vice President of Sales and Marketing (1997-2004), and various executive management positions (1990-1997), John Hancock Funds, LLC (asset management); Chairman, Investment Company Institute’s Sales Force Marketing Committee (2003-2008).

~~Number of Portfolios in Fund Complex† Overseen by Nominee:~~ 71

~~Other Directorships Held by Nominee**:~~ ~~None.~~

~~Michael S. Hyland* (68) | Committee Member | Since 2008~~

~~Principal Occupation(s) During Past 5 Years:~~ Retired (since February 2005); Formerly Senior Managing Director (July 2001-February 2005) of Bear Stearns & Co, Inc.; Global Partner, INVESCO (1999-2001); Managing Director and President of Salomon Brothers Asset Management (1989-1999).

~~Number of Portfolios in Fund Complex† Overseen by Nominee:~~ 71

~~Other Directorships Held by Nominee**:~~ ~~None~~

~~Stephen P. Munn* (72) | Committee Member | Since 2008~~

~~Principal Occupation(s) During Past 5 Years:~~ ~~Lead Director (since 2007) and formerly Chairman (1993-2007) of Carlisle Companies Incorporated (manufacturer of industrial products).~~

~~Number of Portfolios in Fund Complex† Overseen by Nominee:~~ 71

~~Other Directorships Held by Nominee**:~~ ~~None.~~

~~James E. Quinn* (62) | Committee Member | Since 2013~~

~~Principal Occupation(s) During Past 5 Years:~~ Retired; Formerly President (2003-2012) and Director (2003-2008), and Vice Chairman and Director (1998-2003), Tiffany & Company (jewelry retailing); Director, Mutual of America Capital Management Corporation (asset management) (since 1996); Director, Hofstra University (since 2008); Vice Chairman, Museum of the City of New York (since 1994).

~~Number of Portfolios in Fund Complex† Overseen by Nominee:~~ 71

~~Other Directorships Held by Nominee**:~~ ~~Director of Deckers Outdoor Corporation (footwear manufacturer) (since 2011).~~

~~Richard A. Redeker* (71) | Committee Member & Independent Chair | Since 2003 | Independent Chair Since 2011~~

~~Principal Occupation(s) During Past 5 Years:~~ Retired Mutual Fund Senior Executive (44 years); Management Consultant; Director, Mutual Fund Directors Forum (since 2014); Independent Directors Council (organization of 2,800 Independent Mutual Fund Directors)-Executive Committee, Chair of Policy Steering Committee, Governing Council.

~~Number of Portfolios in Fund Complex† Overseen by Nominee:~~ 71

~~Other Directorships Held by Nominee**:~~ ~~None.~~

~~Stephen G. Stoneburn* (71) | Committee Member | Since 2003~~

~~Principal Occupation(s) During Past 5 Years:~~ Chairman, (since July 2011), President and Chief Executive Officer (since June 1996) of Quadrant Media Corp. (publishing company); formerly President (June 1995-June 1996) of Argus Integrated Media, Inc.; Senior Vice President and Managing Director (January 1993-1995) of Cowles Business Media; Senior Vice President of Fairchild Publications, Inc.~~(1975-1989).~~

~~Number of Portfolios in Fund Complex† Overseen by Nominee:~~ 71

~~Other Directorships Held by Nominee**:~~ ~~None.~~

~~PROPOSED INTERESTED BOARD MEMBER NOMINEES~~

~~Stuart S. Parker* (51) | Committee Member & President | Since 2012 |~~ ~~See Note 1~~

~~Principal Occupation(s) During Past 5 Years:~~ President of Prudential Investments LLC (since January 2012); Executive Vice President of Prudential Investment Management Services LLC (since December 2012); Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of Prudential Investments LLC (June 2005-December 2011).

~~Number of Portfolios in Fund Complex† Overseen by Nominee:~~ 65

~~Other Directorships Held by Nominee**:~~ ~~None.~~

~~Scott E. Benjamin* (41) | Committee Member & Vice President | Since 2009 |~~ ~~See Note 1~~

~~Principal Occupation(s) During Past 5 Years:~~ Executive Vice President (since June 2009) of Prudential Investments LLC; Executive Vice President (June 2009-June 2012) and Vice President (since June 2012) of Prudential Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, Prudential Investments (since February 2006); Vice President of Product Development and Product Management, Prudential Investments (2003-2006).

~~Number of Portfolios in Fund Complex† Overseen by Nominee:~~ 71

~~Other Directorships Held by Nominee**:~~ ~~None.~~

~~Grace C. Torres* (55) |~~ ~~See Note 1~~

~~Principal Occupation(s) During Past 5 Years:~~ Retired; Formerly Treasurer and Principal Financial and Accounting Officer of the Prudential Investments Funds, Target Funds, Advanced Series Trust, Prudential Variable Contract Accounts and The Prudential Series Fund, Inc. (1998-June 2014); Assistant Treasurer (March 1999-June 2014) and Senior Vice President (September 1999-June 2014) of Prudential Investments LLC; Assistant Treasurer (May 2003-June 2014) and Vice President (June 2005-June 2014) of AST Investment Services, Inc.; Senior Vice President and Assistant Treasurer (May 2003-June 2014) of Prudential Annuities Advisory Services, Inc.

~~Number of Portfolios in Fund Complex† Overseen by Nominee:~~ ~~None.~~

~~Other Directorships Held by Nominee**:~~ ~~None.~~

*	~~The address of each Nominee is c/o Prudential Investments LLC, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102.~~

**	Includes only directorships of companies required to register or file reports with the Securities and Exchange Commission (SEC) under the Securities Exchange Act of 1934 (that is, “public companies”) or other investment companies registered under the 1940 Act.

†

The Fund Complex consists of all investment companies managed by PI. The funds for which PI serves as manager include the Prudential Investments Mutual Funds, Target Mutual Funds, The Prudential Variable Contract Accounts 2,VCA 10 and 11, Prudential Short Duration High Yield Fund, Inc., Prudential Global Short Duration High Yield Fund, Inc., The Prudential Series Fund, Advanced Series Trust, and Prudential’s Gibraltar Fund, Inc.

Note 1: Messrs. Parker and Benjamin are Interested Committee Members by virtue of their positions with PI. Prior to her retirement in 2014, Ms. Torres was employed by PI. Due to her prior employment, she is considered to be an “interested person” under the 1940 Act. If elected, Ms. Torres will be a non-management Interested Committee Member.

The following tables set forth the dollar range of the investment of each nominee in the Accounts as of December 31, 2013. The tables also include the aggregate dollar range of securities held by each Nominee in all funds in the Prudential Fund Complex (the Funds) overseen by that Nominee as of December 31, 2013. The Nominating and Governance Committee encourages each Committee Member to maintain investments in one or more Funds/Accounts that are equal to the aggregate fees for one year that he or she receives for Committee-related service to the Funds/Accounts. Under ordinary circumstances, new Independent Committee Members have two years to comply with this policy.

~~SHARE OWNERSHIP TABLE~~

~~INDEPENDENT COMMITTEE MEMBER NOMINEES~~


~~Nominee~~	~~Account~~	~~Dollar Range of~~ ~~Securities in each~~ ~~Account~~	~~Aggregate Dollar~~ ~~Range of Securities~~ ~~in all Registered~~ ~~Investment~~ ~~Companies in~~ ~~Prudential Fund~~ ~~Complex Overseen~~ ~~by Nominee~~
~~Ellen S. Alberding~~	~~All Accounts~~	~~None~~	~~None~~
~~Kevin J. Bannon~~	~~All Accounts~~	~~None~~	~~Over $100,000~~
~~Linda W. Bynoe~~	~~All Accounts~~	~~None~~	~~Over $100,000~~
~~Keith F. Hartstein~~	~~All Accounts~~	~~None~~	~~Over $100,000~~
~~Michael S. Hyland~~	~~All Accounts~~	~~None~~	~~Over $100,000~~
~~Stephen P. Munn~~	~~All Accounts~~	~~None~~	~~Over $100,000~~
~~James E. Quinn~~	~~All Accounts~~	~~None~~	~~Over $100,000~~
~~Richard A. Redeker~~	~~All Accounts~~	~~None~~	~~Over $100,000~~
~~Stephen G. Stoneburn~~	~~All Accounts~~	~~None~~	~~Over $100,000~~

~~SHARE OWNERSHIP TABLE~~

~~INTERESTED COMMITTEE MEMBER NOMINEES~~


~~Stuart S. Parker~~	~~All Accounts~~	~~None~~	~~Over $100,000~~
~~Scott E. Benjamin~~	~~All Accounts~~	~~None~~	~~Over $100,000~~
~~Grace C. Torres~~*	~~All Accounts~~	~~None~~	~~None~~

*	~~Proposed for election at the Meeting as a non-management Interested Committee Member.~~

None of the nominees for Independent Committee Member, or any member of his or her immediate family, owned beneficially or of record any securities in an investment adviser or principal underwriter of an Account or a person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with an investment adviser or principal underwriter of an Account as of December 31, 2013.

~~Information concerning Account officers is set forth in Exhibit A.~~

~~COMMITTEE MEMBER COMPENSATION~~

Pursuant to a Management Agreement with each Account, the Manager pays all compensation of officers and employees of the Account, as well as the fees and expenses of all Independent as well as Interested Committee Members. The Manager pays each Independent Committee Member’s annual compensation, in addition to certain out-of-pocket expenses.

Set forth below is information describing the aggregate compensation paid by the Manager for each Account’s most recently completed fiscal year and by the Fund Complex for the calendar year ended December 31, 2013 to each of the Independent Committee Member Nominees for his/her services. Aggregate compensation numbers shown are for the calendar year ended December 31, 2013, the last full calendar year for which aggregate compensation numbers are available.

~~COMPENSATION PAID TO INDEPENDENT COMMITTEE MEMBER NOMINEES~~


~~Nominee~~⁽¹⁾	~~Fiscal Year~~ ~~Compensation~~ ~~Paid~~	~~Pension or~~ ~~Retirement~~ ~~Benefits~~ ~~Accrued as~~ ~~Part of~~ ~~Account~~ ~~Expenses~~	~~Estimated~~ ~~Annual~~ ~~Benefits~~ ~~Upon~~ ~~Retirement~~	~~Calendar Year~~ ~~Aggregate~~ ~~Compensation Paid~~ ~~by the~~ ~~Fund Complex~~⁽²⁾
~~Ellen S. Alberding~~	~~$1,490~~	~~None~~	~~None~~	~~$67,834 (32/67)~~⁽³⁾
~~Kevin J. Bannon~~	~~$4,630~~	~~None~~	~~None~~	~~$210,000 (32/67)~~⁽³⁾
~~Linda W. Bynoe~~	~~$4,580~~	~~None~~	~~None~~	~~$210,000 (32/67)~~⁽³⁾
~~Keith F. Hartstein~~	~~$1,510~~	~~None~~	~~None~~	~~$68,834 (32/67)~~⁽³⁾
~~Michael S. Hyland~~	~~$4,660~~	~~None~~	~~None~~	~~$216,000 (32/67)~~⁽³⁾
~~Stephen P. Munn~~	~~$4,650~~	~~None~~	~~None~~	~~$214,000 (32/67)~~⁽³⁾
~~James E. Quinn~~	~~$1,510~~	~~None~~	~~None~~	~~$68,834 (32/67)~~⁽³⁾
~~Richard A. Redeker~~	~~$4,900~~	~~None~~	~~None~~	~~$250,000 (32/67)~~⁽³⁾
~~Stephen G. Stoneburn~~	~~$4,640~~	~~None~~	~~None~~	~~$212,000 (32/67)~~⁽³⁾

⁽¹⁾

~~Interested Committee Members do not receive any compensation from the Account or the Prudential Fund Complex.~~

⁽²⁾

Although this column shows the total amount paid to Independent Committee Members from the PI-managed funds during the most recently completed calendar year, such compensation was deferred at the request of certain Committee Members, in total, or in part, under each Fund’s deferred fee agreement. Under the Fund Complex’s deferred fee agreement, certain Board Members have elected to defer all or part of their total compensation. The total amount of deferred compensation accrued during the calendar year ended December 31, 2013, including investment results during the year on cumulative deferred fees, amounted to $(26,698), $1,068, $1,070,182 and $409,269 for Ms. Bynoe, Mr. Hartstein, Mr. McCorkindale, and Mr. Stoneburn, respectively.

⁽³⁾

~~Compensation relates to portfolios that were in existence for any period during 2013. Figures in parentheses indicate the number of funds/portfolios in Fund~~Complex (including the Funds) to which aggregate compensation relates The number of funds/portfolios represent those in existence as of December 31, 2013, and excludes funds that have merged or liquidated during 2013. Additionally, thenumber of funds/portfolios includes those which were approved as of December 31, 2013; however, certain of those funds/portfolios may have commenced operations after that date. No compensation is paid out from such funds/portfolios.

~~LEADERSHIP STRUCTURE AND QUALIFICATIONS OF NOMINEES~~

The Committee is responsible for oversight of the Accounts. The Accounts have engaged the Manager to manage the Accounts on a day-to-day basis. The Committee oversees the Manager and certain other principal service providers in the operations of the Accounts. The Committee is currently composed of thirteen members (with the exception of the Prudential Variable Contract Account-2, which is currently composed of twelve members), eleven of whom are Independent Committee Members. If the Nominees are elected at the Meeting, the Committee will be composed of twelve members, nine of whom will be Independent Committee Members, and three of whom will be Interested Committee Members, of whom one, Ms. Torres, will be a non-management Interested Committee Member.

The Committee meets in-person at regularly scheduled meetings four times throughout the year. In addition, the Committee Members may meet in-person or by telephone at special meetings or on an informal basis at other times. The Committee has established three standing committees—Audit, Nominating and Governance, and Investment—and may establish ad hoc committees or working groups from time to time, to assist the Committee in fulfilling its oversight responsibilities. The Independent Committee Members have also engaged independent legal counsel to assist them in fulfilling their responsibilities.

The Committee is chaired by an Independent Committee Member. As Chair, this Independent Committee Member leads the Committee in its activities. Also, the Chair acts as a member or as an ex-officio member of each standing committee and any ad hoc committee of the Committee. The Committee Members have determined that the Committee’s leadership and committee structure is appropriate because the Committee believes it sets the proper tone to the relationships between the Accounts, on the one hand, and the ~~Manager, the subadviser(s) and certain other principal service providers, on the other, and facilitates the exercise~~Participants.

Adjournment

If sufficient votes in favor of the ~~Committee’s independent judgment in evaluating and managing the relationships. In addition, the structure efficiently allocates responsibility among committees.~~

The Committee has concluded that, based on each Committee Member’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Committee Members, each Committee Member should serve as a Committee Member. Among other attributes common to all Committee Members are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the various service providers to the Accounts, and to exercise reasonable business judgment in the performance of their duties as Committee Members. In addition, the Committee has taken into account the actual service and commitment of the Committee Members during their tenure in concluding that each should continue to serve. A Committee Member’s ability to perform his or her duties effectively may have been attained through a Committee Member’s educational background or professional training; business, consulting, public service or academic positions; experience from service as a Committee Member of the Accounts, other Funds in the Fund Complex, public companies, or non-profit entities or other organizations; or other experiences. Set forth below is a brief discussion of the specific experience, qualifications, attributes or skills of each Committee Member that led the Committee to conclude that he or she should serve as a Committee Member.

Messrs. Redeker and Stoneburn have each served as a Committee Member of mutual funds in the Fund Complex for more than 14 years, including as members and/or Chairs of various committees. In addition, Mr. Stoneburn has more than 30 years of experience as senior executive officers of operating companies and/or as directors of public companies. Mr. Redeker has more than 44 years of experience as a senior executive in the mutual fund industry. Ms. Bynoe has been a Director/Trustee or Committee Member of the Accounts since 2005, having served on the Committees of other mutual fund complexes since 1993. She has worked in the financial services industry over 11 years, has approximately 20 years experience as a management consultant and serves as a Director of financial services and other complex global corporations. Mr. Munn joined the Committee of the Accounts in 2008. He previously served as a Committee Member of funds managed by PI or its affiliates from 1991 until 2003. In addition, he is the lead director and was the Chairman of an operating business for 14 years. Messrs. Bannon and Hyland joined the Committee of the Accounts in 2008. Each has held senior executive positions in the financial services industry, including serving as senior executives of asset management firms, for over 17 years. Ms. Alberding and Messrs. Hartstein and Quinn joined the Committee of the Accounts in 2013. Ms. Alberding has 30 years of experience in the non-profit sector, including over 20 years as the president of a charitable foundation, where she oversees multiple investment managers. Ms. Alberding also served as a Trustee of the Aon Funds from 2000 to 2003. Mr. Hartstein has worked in the asset management industry for almost 30 years and served as a senior executive in an asset management firm. Mr. Quinn has over 20 years of experience as a senior executive officer and a director of a public company. Mr. Parker, who has served as an Interested Committee Member and President of the Accounts since 2012, is President, Chief Operating Officer and Officer-in-Charge of PI and several of its affiliates that provide services to the Account and has held senior positions in PI since 2005. Mr. Benjamin, an Interested Committee Member of the Accounts and other Funds in the Fund Complex since 2010, has served as a Vice President of the Accounts and other Funds in the Fund Complex since 2009 and has held senior positions in PI since 2003. Ms. Torres served as Treasurer and Principal Financial and Accounting Officer of the Accounts and other Funds in the Fund Complex for 16 years and held senior positions in PI from 1999 to 2014. Specific details about each Committee Member’s professional experience appear in the professional biography tables, above.

~~Risk Oversight.~~ Investing in general and the operation of a mutual fund involve a variety of risks, such as investment risk, compliance risk, and operational risk, among others. The Committee oversees risk as part of its oversight of the Accounts. Risk oversight is addressed as part of various regular Committee and committee activities. The Committee, directly or through its committees, reviews reports from among others, the Manager, subadvisers, the Accounts’ Chief Compliance Officer, the Accounts’ independent registered public accounting firm, counsel, and internal auditors of the Manager or its affiliates, as appropriate, regarding risks faced by the Accounts and the risk management programs of the Manager and certain service providers. The actual day-to-day risk management with respect to the Accounts resides with the Manager and other service providers to the Accounts. Although the risk management policies of the Manager and the service providers are designed to be effective, those policies and their implementation vary among service providers and over time, and there is no guarantee that they will be effective. Not all risks that may affect the Accounts can be identified or processes and controls developed to eliminate

~~or mitigate their occurrence or effects, and some risks are simply beyond any control of the Accounts or the Manager, its affiliates or other service providers.~~

~~STANDING COMMITTEES~~

~~Audit Committee.~~ Each Account has an Audit Committee, which is composed entirely of Independent Committee Members, and normally meets four times a year, or as required, in conjunction with the meetings of the Committee of each Account. The Audit Committee consists of Messrs. Munn (Chair), McCorkindale, Bannon, and Quinn, Ms. Alberding, Ms. Smith and Mr. Redeker (ex-officio). The Committee has determined that the Audit Committee has at least one audit committee financial expert. The number of Audit Committee meetings held during each Account’s most recent fiscal year is set forth in Exhibit C.

The Committee of each Account has determined that each member of the Audit Committee is not an “interested person” as defined in the 1940 Act. The responsibilities of the Audit Committee are to assist the Committee in overseeing the Account’s independent registered public accounting firm, accounting policies and procedures and other areas relating to the Accounts’ auditing processes. The Audit Committee is responsible for pre-approving all audit services and any permitted non-audit services to be provided by the independent registered public accounting firm directly to each Account.

The Audit Committee is also responsible for pre-approving permitted non-audit services to be provided by the independent registered public accounting firm to (1) the Manager and (2) any entity in a control relationship with the Manager that provides ongoing services to the Accounts, provided that the engagement of the independent registered public accounting firm relates directly to the operation and financial reporting of the Account. The scope of the Audit Committee’s responsibilities is oversight. It is management’s responsibility to maintain appropriate systems for accounting and internal control and the independent registered public accounting firm’s responsibility to plan and carry out an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee charter is attached as Exhibit B.

The firm of KPMG LLP (KPMG), 345 Park Avenue, New York, New York 10154 is the independent registered public accounting firm for each Account. Each Account’s Audit Committee recommended, and the Committee of each Account (including a majority of the Independent Committee Members) approved, the selection of KPMG as each Account’s independent accountant for the Account’s current fiscal year. Representatives of KPMG are not expected to be present at the Meeting and will not be available to respond to questions during the Meeting; however, they will have the opportunity to make a statement if they so desire.

~~Investment Committee.~~ The Prudential Investment Committee reviews the performance of each Account. The Prudential Investment Committee meets at least four times per year and reports the results of its review to the full Committee of each Account at each regularly scheduled Committee meeting.

~~The Prudential Investment Committee consists of Mr. Hartstein (Chair), Mr. Redeker, Mr. Hyland, Mr. Quinn, Mr. Stoneburn and Ms. Bynoe. The number of~~

~~Prudential Investment Committee meetings held during each Account’s most recent fiscal year is set forth in Exhibit C.~~

~~Nominating & Governance Committee.~~ Each Account has a Nominating and Governance Committee, which is composed entirely of Independent Committee Members. The Nominating and Governance Committee is responsible for nominating Committee Members and making recommendations to the Committee concerning Committee composition, committee structure and governance, director education, and governance practices. The members of the Nominating and Governance Committee are Mr. Hyland (Chair), Mr. Stoneburn, Mr. Hartstein, Ms. Bynoe and Mr. Redeker~~(ex-officio).~~ The Committee of each Account has determined that each member of the Nominating and Governance Committee is not an “interested person” of each Account as defined in the 1940 Act. The number of Nominating and Governance Committee meetings held during each Account’s most recent fiscal year is set forth in Exhibit C. The Nominating and Governance Committee charter is attached as Exhibit D.

~~Selection of Committee Member Nominees.~~ The Nominating and Governance Committee is responsible for considering nominees for Committee Members at such times as it considers electing new members to the Committee. The Nominating and Governance Committee may consider recommendations by business and personal contacts of current Committee Members, and by executive search firms which the Committee may engage from time to time and will also consider contractholder recommendations. The Nominating and Governance Committee has not established specific, minimum qualifications that it believes must be met by a nominee. In evaluating nominees, the Nominating and Governance Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the 1940 Act; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Nominating and Governance Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Committee. There are no differences in the manner in which the Nominating and Governance Committee evaluates nominees for the Committee based on whether the nominee is recommended by a person having voting rights.

A person having voting rights who wishes to recommend a Committee Member for nomination should submit his or her recommendation in writing to the Chair of the Committee (Richard Redeker) or the Chair of the Nominating and Governance Committee (Michael Hyland), in either case in care of the specified Account(s), at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey~~07102-4077.~~ At a minimum, the recommendation should include: the name, address and business, educational and/or other pertinent background of the person being recommended; a statement concerning whether the person is an “interested person” as defined in the 1940 Act; any other information that the Accounts would be required to include in a proxy statement concerning the person if he or she was nominated; and the name and address of the person submitting the recommendation, together with the number of contracts issued in connection with the Account held by such person and the period for which the contracts issued in connection with the Account have been held. The recommendation also can include any additional information which the person submitting it believes would assist the Nominating and Governance Committee in evaluating the recommendation.

A person having voting rights should note that a person who owns securities issued by Prudential Financial, Inc. (the parent company of the Accounts’ Manager) would be deemed an “interested person” under the 1940 Act. In addition, certain other relationships with Prudential Financial, Inc. or its subsidiaries, with registered broker-dealers, or with the Accounts’ outside legal counsel may cause a person to be deemed an “interested person.” Before the Nominating and Governance Committee decides to nominate an individual to the Committee, Nominating and Governance Committee members and other Committee Members customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under SEC and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving on the board of a registered investment company.

~~AUDIT FEES~~

The following aggregate fees were billed by KPMG for professional services rendered for the audit of each Account’s annual financial statements for each of their two most recently completed fiscal years as indicated below:

Account Fiscal
Year-End Aggregate
Fees Fiscal
Year-End Aggregate
Fees
The Prudential Variable Contract Account-2 12/31/2013 $19,000 12/31/2012 $19,000
The Prudential Variable Contract Account-10 12/31/2013 $19,000 12/31/2012 $19,000
The Prudential Variable Contract Account-11 12/31/2013 $19,000 12/31/2012 $19,000

~~AUDIT-RELATED FEES~~

For each Account’s two most recent fiscal years, KPMG did not bill any fees related to the performance of the audit or review of financial statements that are not reported above under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters, out-of-pocket expenses and internal control reviews not required by regulators.

~~TAX FEES~~

None of the Accounts were billed by KPMG during the two most recent fiscal years for fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice.

~~ALL OTHER FEES~~

The charter of each Audit Committee requires that the Audit Committee approve all audit services and any permitted non-audit services to be provided by KPMG directly to the Account. Each Audit Committee is also responsible for pre-approving permitted non-audit services to be provided by KPMG to (1) the Manager and (2) any entity in a control relationship with the Manager that provides ongoing services to the Accounts (Affiliated Service Providers), provided that the engagement of KPMG relates directly to the operation and financial reporting of the Account.

The Audit Committee of each Account has adopted policies and procedures with regard to the pre-approval of services. The Audit Committee is charged with the responsibility to monitor the independence of the Account’s independent accountants. As part of this responsibility, the Audit Committee must pre-approve any independent accounting firm’s engagement to render audit and/or permissible non-audit services, as required by law. In evaluating a proposed engagement of the independent accountants, the Audit Committee will assess the effect that the engagement might reasonably be expected to have on the accountant’s independence. The Committee’s evaluation will be based on:

~~a review of the nature of the professional services expected to be provided,~~

~~a review of the safeguards put into place by the accounting firm to safeguard independence, and~~

~~periodic meetings with the accounting firm.~~

For each Account’s two most recent fiscal years, there were no fees paid for non-audit services to the Account’s Manager and Affiliated Service Providers for which pre-approval by the Audit Committee was required, or for which pre-approval was not required.

Each Audit Committee has considered whether the provision of non-audit services that were rendered by KPMG to the Manager and Affiliated Service Providers that were not pre-approved is compatible with maintaining KPMG’s independence. All services provided by KPMG to each Account, the Manager or Affiliated Service Providers that were required to be pre-approved were pre-approved as required.

~~REQUIRED VOTE~~

~~For each Account, nominees receiving the affirmative vote of a plurality of the votes cast will be elected, provided a quorum is present at the Meeting.~~

~~EACH COMMITTEE, INCLUDING ALL OF ITS INDEPENDENT COMMITTEE MEMBERS, RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES.~~

~~PROPOSAL No. 2~~

~~TO APPROVE A POLICY TO PERMIT PI TO ENTER INTO OR MATERIALLY AMEND SUBADVISORY AGREEMENTS WITH WHOLLY-OWNED SUBADVISERS WITHOUT CONTRACTHOLDER APPROVAL~~

The Committee of each Account, including all of the Independent Committee Members, has approved, and recommends that Contractholders/Participants approve, a policy which would permit PI to enter into and make material amendments to subadvisory agreements with certain affiliated subadvisers with respect to an Account, with prior Committee approval but without obtaining Contractholder/Participant approval (such policy, the “Modified Manager-of-Managers Policy”). Specifically, the Modified Manager-of-Managers Policy would apply to subadvisory agreements with those affiliated subadvisers that are direct or indirect “wholly-owned subsidiaries” (as that term is defined in the 1940 Act) of (1) PI, or (2) a sister company of PI (that is, a company that is a direct or indirect “wholly-owned subsidiary” of the same company that directly or indirectly owns PI). Such subadvisers are referred to herein as “Wholly-Owned Subadvisers.”

Account Contractholders/Participants have previously approved each Account’s operation under a “manager of managers” structure pursuant to an existing exemptive order from the SEC. Contractholder/Participant approval of the current “manager of managers” structure was received over a period of time from 2001 to 2003, depending on the Account. The existing exemptive order permits Pl to enter into or amend agreements with subadvisers that are not “affiliated persons” (as defined in the 1940 Act) of PI, other than by reason of serving as a subadviser to an account managed by PI (“Non-Affiliated Subadvisers”), with prior Committee approval but without obtaining Contractholder/Participant approval (such relief, the “Existing Relief”). The Accounts and PI have filed an application with the SEC for a new exemptive order which would extend the relief to apply to Wholly-Owned Subadvisers as well as Non-Affiliated Subadvisers (the “New Relief”). Under the New Relief, Contractholder/Participant approval would continue to be required for PI to enter into and make material amendments to subadvisory agreements with affiliated subadvisers that are not “wholly-owned subsidiaries” (as that term is defined in the 1940 Act) of PI or a sister company of PI. Pursuant to the conditions proposed in the New Relief, Contractholders/Participants must approve the Modified Manager-of-Managers Policy before the Accounts can be permitted to rely on the New Relief. The Accounts’ exemptive application is currently pending with the SEC, and there is no guarantee that the SEC will grant the requested exemptive order.

~~Why Contractholder Approval is Being Sought~~

Section 15 of the 1940 Act makes it unlawful for any person to act as investment adviser to an investment company, except pursuant to a written contract that has been approved by contractholders. For purposes of Section 15, the term “investment adviser” includes any subadviser to an investment company. Section 15 also requires that an investment advisory agreement provide that it will terminate automatically upon its assignment. As a result, in the absence of exemptive relief, contractholder approval is required in the following circumstances:

(1) the employment by an account of a new subadviser to replace an existing subadviser or (2) the allocation of a portfolio of assets to an additional subadviser or the reallocation of portfolio assets among existing subadvisers;

~~A material change in the terms of a subadvisory agreement; or~~

The continued employment of an existing subadviser on the same terms if there has been or is expected to be an assignment of a subadvisory agreement as a result of a change of control of the subadviser.

The 1940 Act does not require contractholder approval for the termination of a subadvisory agreement if such termination is approved by an account’s committee members, including its independent committee members, although contractholders of the account may terminate a subadvisory agreement at any time by a vote of a majority of its outstanding voting securities, as defined in the 1940 Act.

In conformity with Section 15 of the 1940 Act, each Account is currently required to obtain Contractholder/Participant approval of subadvisory agreements with any subadviser that is affiliated with PI. As noted above, each Account currently is operating under the Existing Relief, which permits it to enter into and amend, with prior Committee approval but without Contractholder/Participant approval, subadvisory agreements with Non-Affiliated Subadvisers. The Existing Relief does not apply to subadvisory agreements with Wholly-Owned Subadvisers, and as a result, each Account is currently required to obtain Contractholder/Participant approval of any new subadvisory agreement with Wholly-Owned Subadvisers, as well as with affiliated subadvisers that are not Wholly-Owned Subadvisers.

Contractholders/Participants are now being asked to approve the Modified Manager-of-Managers Policy so that the Accounts may be permitted to rely on the New Relief, under which PI would be permitted to select and manage both Non-Affiliated Subadvisers and Wholly-Owned Subadvisers pursuant to similar conditions. If Contractholders/Participants approve the Modified Manager-of-Managers Policy, PI will no longer be required to obtain Contractholder/Participant approval of subadvisory agreements with Wholly-Owned Subadvisers or material amendments thereto. The kinds of changes to agreements with Wholly-Owned Subadvisers that could be effected without further Contractholder/Participant approval if the Modified Manager-of-Managers Policy is approved include: (1) reallocating Account assets among existing subadvisers; (2) allocating a portion of the Account’s assets to one or more additional subadvisers; (3) continuing a subadvisory agreement where a change in control of the subadviser automatically otherwise causes that agreement to terminate; and (4) replacing an existing subadviser with a new subadviser when PI and the Committee determine that the new subadviser’s investment philosophy and style, past performance, security selection experience and preferences, personnel, facilities, financial strength, quality of service and client communication are more consistent with the best interests of an Account and its Contractholders/Participants. Currently, under the Existing Relief, these kinds of changes can be effected without Contractholder/Participant approval only to agreements with Non-Affiliated Subadvisers.

PI believes that the Modified Manager-of-Managers Policy is in the interests of each Account’s Contractholders/Participants because it will provide PI and the Committee with maximum flexibility to select, supervise, and evaluate Wholly-Owned Subadvisers without incurring the expense and potential delay of seeking specific Contractholder/Participant approval, permitting the Accounts to more quickly and efficiently respond to changes in market conditions and other factors. Currently, to appoint a new Wholly-Owned Subadviser or to amend a subadvisory agreement with a

Wholly-Owned Subadviser, an Account must call and hold a meeting of the Account’s Contractholders/Participants, create and distribute proxy materials, and arrange for the solicitation of voting instructions from Contractholders/Participants. This process is time-intensive, slow, and costly. Under the New Relief, PI and the Committee would be able to act more quickly and with less expense to appoint a Wholly-Owned Subadviser or materially amend an agreement with a Wholly-Owned Subadviser.

Contractholder/Participant approval of the Modified Manager-of-Managers Policy will not result in an increase or decrease in the total amount of investment management fees paid by the Accounts to PI. These fees are paid directly by PI to the subadvisers out of the investment management fees it is paid by the Accounts, and not by the Accounts. When engaging subadvisers and entering into subadvisory agreements, PI negotiates and will continue to negotiate fees with subadvisers. The fees paid by the Accounts to PI and the fees paid by PI to each subadviser are considered by the Committee when approving and renewing the investment management and subadvisory agreements with respect to the Accounts. Any increase in the investment management fee paid to PI by the Accounts would continue to require Contractholder/Participant approval.

Under the terms of the New Relief, PI and the Accounts would continue to be subject to several conditions imposed by the SEC which are currently applicable under the Existing Relief. The Accounts would continue to obtain Contractholder/Participant approval to enter into or materially modify a subadvisory agreement with any subadviser other than a Wholly-Owned Subadviser or a Non-Affiliated Subadviser (i.e., any affiliated subadviser that is not a “wholly-owned subsidiary” as defined by the 1940 Act). In addition, under the conditions of the New Relief, as is the case with the Existing Relief, within 90 days of entering into a new subadvisory arrangement, Contractholders/Participants would continue to be provided with an information statement that contains information about the subadviser and subadvisory agreement.

In order to rely on the New Relief, as with the Existing Relief, a majority of the Committee must consist of Independent Committee Members and the nomination of new or additional Independent Committee Members must be at the discretion of the then-existing Independent Committee Members. The prospectuses of the Accounts relying on the New Relief must prominently discuss the Modified Manager-of-Managers Policy, including the fact that PI has ultimate responsibility (subject to oversight by the Committee) to oversee the subadvisers and recommend their hiring, termination, and replacement. PI will continue to review each subadviser’s performance on an ongoing basis and be responsible for communicating performance expectations and evaluations to subadvisers and for recommending to the Committee whether a subadviser’s contract should be renewed, modified or terminated.

If the Modified Manager-of-Managers Policy is approved by Contractholders/Participants of an Account and the SEC grants the New Relief, PI may determine to rely on the New Relief to seek the termination of an Account’s unaffiliated subadviser and its replacement with a Wholly-Owned Subadviser soon after PI obtains the ability to do so. Any such termination and replacement of a subadviser would be subject to Committee approval.

If the Modified Manager-of-Managers Policy is not approved by Contractholders/Participants of an Account, it will not be implemented for that Account and the Account will continue to operate under the currently existing manager of managers

structure, which requires Contractholder/Participant approval to enter into or materially amend subadvisory agreements with subadvisers that are not Non-Affiliated Subadvisers, including Wholly-Owned Subadvisers, unless otherwise permitted under the 1940 Act. In the event that the SEC does not grant the New Relief, those Accounts that currently operate pursuant to the Existing Relief would continue to rely on the Existing Relief with respect to Non-Affiliated Subadvisers.

~~REQUIRED VOTE~~

Approval of Proposal No. 2 requires the affirmative vote of a majority of the Units of each Account, as defined by the 1940 Act. For purposes of the 1940 Act, a majority of an Account’s Units is the lesser of (i) 67% of the Account’s Units represented at a meeting at which more than 50% of the Account’s Units are present in person or represented by proxy, or (ii) more than 50% of the Account’s Units.

~~EACH COMMITTEE, INCLUDING ALL OF ITS INDEPENDENT COMMITTEE MEMBERS, RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE MODIFIED MANAGER-OF-MANAGERS POLICY.~~

~~PROPOSAL No. 3~~

~~TO APPROVE A PROPOSAL TO DESIGNATE EACH COMMITTEE’S INVESTMENT OBJECTIVE AS NON-FUNDAMENTAL~~

The Committee of each Account listed below, including all of the Independent Committee Members, has approved, and recommends that contractholders approve, a proposal which would designate each Account’s investment objective as non-fundamental.

Under the 1940 Act, a “fundamental” policy is any policy of an Account that may be changed only with contractholder approval. The 1940 Act requires that an Account disclose in its registration statement filed with the SEC each policy that is fundamental, and therefore may not be changed without first obtaining contractholder approval. The Accounts comply with this requirement by identifying in their registration statements those policies that are fundamental. Currently, each Account discloses in its registration statement that the Account’s investment objective is a fundamental policy. The 1940 Act does not require that an Account’s investment objective be designated as fundamental. If Proposal No. 3 is approved by Contractholders/Participants, the investment objective of each Account would be designated as non-fundamental.

The Committee and PI believe that the designation of each Account’s investment objective as non-fundamental will help to facilitate the compliance programs and policies of the Accounts, and enhance the ability of the Accounts to promptly respond to future investment and market conditions by avoiding the expense and delay associated with first seeking contractholder approval to change an Account’s investment objective. There is no present intention to change or modify any Account’s investment objective, and Committee approval and appropriate Contractholder/Participant notification and disclosure would continue to be required before any Account’s investment objective could be changed.

~~The table below sets out each Account’s current investment objective:~~


~~Account~~		~~Investment Objective~~
~~The Prudential Variable Contract Account-2~~		~~Long-term growth of capital~~
~~The Prudential Variable Contract Account-10~~		~~Long-term growth of capital~~
~~The Prudential Variable Contract Account-11~~		~~To seek as high a level of current income as is consistent with the preservation of capital and liquidity~~

If Proposal No. 3 is not approved by Contractholders/Participants, Contractholder/Participant approval would continue to be required to change the investment objective(s) of the Accounts listed above.

~~REQUIRED VOTE~~

Approval of Proposal No. 3 requires the affirmative vote of a majority of the Units of each Account, as defined by the 1940 Act. For purposes of the 1940 Act, a majority of an Account’s Units is the lesser of (i) 67% of the Account’s Units represented at a meeting at which more than 50% of the Account’s Units are present in person or represented by proxy, or (ii) more than 50% of the Account’s Units.

~~EACH COMMITTEE, INCLUDING ALL OF ITS INDEPENDENT COMMITTEE MEMBERS, RECOMMENDS THAT YOU VOTE “FOR” APPROVAL TO DESIGNATE THE ACCOUNT’S INVESTMENT OBJECTIVE ASNON-FUNDAMENTAL.~~

~~VOTING INFORMATION~~

As set forth in the table below, the presence, in person or by proxy, of the indicated outstanding contracts issued in connection with the Account and entitled to vote will constitute a quorum for the transaction of business at the Meeting of that Account.


~~Account Name~~		~~Quorum~~
~~The Prudential Variable Contract Account-2~~		~~35% of the votes which may be cast~~
~~The Prudential Variable Contract Account-10~~		~~35% of the votes which may be cast~~
~~The Prudential Variable Contract Account-11~~		~~35% of the votes which may be cast~~

~~If a quorum is not present at a Meeting, or if a quorum is present at that Meeting but sufficient votes to approve a~~ proposal are not received by the ~~persons named as proxies~~time scheduled for the Meeting, the officers of VCA 10 may propose one or more adjournments or postponements of the Meeting to permit further solicitation. The costs of any additional solicitation and any adjourned session will be paid by Prudential and/or Empower Retirement or their affiliates.

OTHER INFORMATION

Other Business

The Committee knows of ~~proxies. Any adjournment will require~~no other matters which are likely to be brought before the ~~affirmative vote of a majority of those contracts issued in connection with~~Meeting. In the ~~Accounts present and entitled to vote at~~event any other matters do properly come before the Meeting, ~~for the particular Account in person or by proxy. When voting on a proposed adjournment,~~however, the persons named ~~as proxies~~in the enclosed proxy will vote ~~FOR~~ the proposed adjournment all contracts other than those contracts as to which they have been directed to vote against a proposal, in which case, such contracts will be voted AGAINST the proposed adjournment with respect to a proposal.

If a proxy that is properly executed and returned is accompanied by instructions to withhold authority to vote (an abstention) or represents a broker “non-vote” (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote contracts issued in connection with the Account on a particular matter with respect to which the broker or nominee does not have discretionary power), the contracts issued in connection with the Account represented thereby, with respect to matters to be determined by a plurality of the votes cast on such matters, will be considered present for purposes of determining the existence of a quorum for the transaction of business, but, not being cast, will have no effect on the outcome of such matters. With respect to matters requiring the affirmative vote of a specified percentage of the total outstanding contracts issued in connection with the Account, an abstention or broker non-vote will be considered present for purposes of determining a quorum but will have the effect of a vote against such matters. Accordingly, abstentions and broker non-votes will have no effect on Proposal No. 1, for which the required vote is a plurality of the votes cast, but effectively will be a vote against adjournment and against the other Proposals, which require approval of a majority of the outstanding voting securities under the 1940 Act.

In the event that sufficient votes to obtain a quorum have not been obtained by an Account, the Account may request that one or more brokers submit a specific number of broker non-votes in order to obtain a quorum. An Account would only take such actions if it believed that such actions would result in a quorum and the Account had already received or expected to receive sufficient contractholder votes to approve Proposal No’s. 2 and 3 at the Meeting. Therefore, contractholders who are against Proposal No. 2 and Proposal No. 3 should vote AGAINST the Proposals.

~~The individuals named as~~ proxies ~~on the enclosed voting instruction forms will vote~~ in accordance with your direction as indicated thereon if your voting instruction form is received properly executed by you or by your duly appointed agent or attorney-in-fact. If your card is properly executed and you give no voting instructions, your Contracts issuedtheir best judgment.

Participant Proposals

VCA 10 does not hold regular contract owner meetings. Participants wishing to submit proposals for inclusion in ~~connection with the Account will be voted FOR the nominees named herein for the Committee of the Account to which the voting instruction form relates and FOR the remaining proposals described in this~~a proxy statement ~~and referenced~~for a subsequent meeting (if any) should send their written proposals to the principal executive offices of VCA 10 at the address set forth on the voting instruction form. If any nominee for the Account Committees should withdraw or otherwise become unavailable for election, your contracts issued in connection with the Account will be voted in favorcover of ~~such other nominee or nominees as the Committee may determine.~~this Proxy Statement.

~~You may revoke any voting instruction form by giving another proxy or by letter or telegram revoking the initial proxy. To be effective your revocation~~Proposals must be received ~~by the Account~~a reasonable time prior to the ~~related Meeting and must indicate your name and account number. In addition, if you attend~~date of a ~~Meeting in person you may, if you wish, vote by ballot at that Meeting, thereby canceling any proxy previously given.~~

~~The proposal to elect Committee Members does not require separate voting by individual Accounts. Contractholders/Participants~~meeting of ~~each Account vote together on the proposal to elect Committee Members for that Account. With respect to each of the other proposals, voting is conducted separately for each Account.~~

To the knowledge of management, the executive officers and Committee Members of each Account, as a group, owned less than 1% of the outstanding contracts issued in connection with each Account as of September 12, 2014.

COPIES OF EACH ACCOUNT’S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO CONTRACTHOLDERS. CONTRACTHOLDERS OF AN ACCOUNT MAY OBTAIN WITHOUT CHARGE ADDITIONAL COPIES OF THE ACCOUNT’S ANNUAL AND SEMI-ANNUAL REPORTS BY WRITING THE ACCOUNT AT GATEWAY CENTER THREE, 100 MULBERRY STREET, 4TH FLOOR, NEWARK, NEW JERSEY 07102, OR BY CALLING 1-800-225-1852 (TOLL FREE).

Each full outstanding contract issued in connection with the Account is entitled to one vote, and each fractional outstanding contract is entitled to a proportionate share of one vote, with respect to each matter to be voted upon by the Contractholders/Participants of that Account. Information about the vote necessary with respect to the Proposal is discussed below. Contractholders/Participants voting via the Internet should understand that there may be costs associated with electronic access, such as usage charges from Internet access providers and telephone companies that must be borne by the Manager. We have been advised that Internet voting procedures that have been made available to you are consistent with the requirements of law.

~~ADDITIONAL INFORMATION: PROXY COSTS~~

~~The costs of solicitation of contractholder proxies, including printing, postage, voting tabulation and other proxy-related expenses will be borne by the Manager.~~

~~CONTRACTHOLDER/PARTICIPANT PROPOSALS~~

The Accounts will not be required to hold meetings of contractholders, unless, for example, the election of Committee Members is required to be acted on by Contractholders/Participants under the 1940 Act, or as otherwise required by the 1940 Act or by their governing instruments. It is the present intention of the Committee of each Account not to hold annual meetings of Contractholders/Participants unless such Contractholder/Participant action is required.

~~Any Contractholders/Participants who wish to submit a proposal~~ to be considered ~~at an Account’s next meeting~~for inclusion in the proxy materials for a meeting. The submission of ~~Contractholders/Participants should send the~~a proposal to that Account at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102, so as to be received within a reasonable time before the Committee makes the solicitation relating to such meeting, in order to be includeddoes not guarantee its inclusion in the proxy statement and ~~form of proxy relating to such meeting or be brought before such meeting without being included in the proxy statement.~~

~~Proposals that are submitted in a timely manner will not necessarily be included in the Account’s proxy materials. Inclusion of such proposals~~ is subject to limitations under the federal securities laws. If the Restructuring is approved, there will be no future meetings of VCA 10 Participants (but there may be shareholder meetings of the Fidelity Fund).

~~OTHER BUSINESS~~

~~Management knows~~Prompt execution and return of ~~no business to be presented at~~ the ~~Meetings other than the matters set forth in this~~enclosed proxy ~~statement,~~card is requested. A self-addressed, postage-paid envelope is enclosed for your convenience. If executed but ~~should any other matter requiring a vote of Contractholders/Participants arise, the~~unmarked voting instructions are received, those proxies will ~~vote according~~be voted in favor of the proposal.

* * * * *

Copies of VCA 10's most recent annual and semi-annual reports, including financial statements, previously have been delivered to ~~their best judgment in the interest~~Participants. Participants may request additional copies of ~~each Account, respectively.~~VCA 10's annual or semi-annual reports, free of charge, by calling 1-877-778-2100, or by writing to Prudential, c/o Prudential Retirement, 30 Scranton Office Park, Scranton, Pennsylvania 18507-1789.

~~Deborah A. Docs~~

~~Secretary~~

~~October 1, 2014~~

WE NEED YOUR VOTE. IT IS IMPORTANT THAT YOU EXECUTE AND RETURNALL OF YOUR VOTING ~~INSTRUCTION FORMS~~CARDS PROMPTLY.

~~INDEX TO EXHIBITS TO PROXY STATEMENT~~



~~Exhibit A~~		~~Officer Information~~

~~Exhibit B~~		~~Audit Committee Charter~~

~~Exhibit C~~		~~Committee Meetings~~

~~Exhibit D~~		~~Nominating and Governance Committee Charter~~

~~Exhibit A~~

~~OFFICER INFORMATION~~¹

~~Raymond A. O’Hara* (58) | Chief Legal Officer | Since 2012~~

~~Principal Occupation(s) During Past 5 Years:~~ Vice President and Corporate Counsel (since July 2010) of Prudential Insurance Company of America (Prudential); Vice President (March 2011-Present) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Vice President and Corporate Counsel (March 2011-Present) of Prudential Annuities Life Assurance Corporation; Chief Legal Officer of Prudential Investments LLC (since June 2012); Chief Legal Officer of Prudential Mutual Fund Services LLC (since June 2012) and Corporate Counsel of AST Investment Services, Inc. (since June 2012); formerly Assistant Vice President and Corporate Counsel (September 2008-July 2010) of The Hartford Financial Services Group, Inc.; formerly Associate (September 1980-December 1987) and Partner (January 1988-August 2008) of Blazzard & Hasenauer, P.C. (formerly, Blazzard, Grodd & Hasenauer, P.C.).

~~Chad A. Earnst* (39) | Chief Compliance Officer | Since 2014~~

~~Principal Occupation(s) During Past 5 Years:~~ Chief Compliance Officer (August 2014-Present) of Prudential Investments LLC; Chief Compliance Officer (September 2014-Present) of the Prudential Investments Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., Prudential Global Short Duration High Yield Income Fund, Inc., Prudential Short Duration High Yield Fund, Inc. and Prudential Jennison MLP Income Fund, Inc.; formerly Assistant Director (March 2010-August 2014) of the Asset Management Unit, Division of Enforcement, U.S. Securities & Exchange Commission; Assistant Regional Director (January 2010-August 2014), Branch Chief (June 2006-December 2009) and Senior Counsel (April 2003-May 2006) of the Miami Regional Office, Division of Enforcement, U.S. Securities & Exchange Commission.

~~Deborah A. Docs* (56) | Secretary | Since 2005~~

~~Principal Occupation(s) During Past 5 Years:~~ Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of Prudential Investments LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.

~~Jonathan D. Shain* (56) | Assistant Secretary | Since 2005~~

~~Principal Occupation(s) During Past 5 Years:~~ Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of Prudential Investments LLC; Vice President and Assistant Secretary (since February 2001) of Prudential Mutual Fund Services LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.

~~Claudia DiGiacomo* (39) | Assistant Secretary | Since 2005~~

~~Principal Occupation(s) During Past 5 Years:~~ Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of Prudential Investments LLC (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004).

~~A-1~~

~~Andrew R. French* (51) | Assistant Secretary | Since 2006~~

~~Principal Occupation(s) During Past 5 Years:~~ Vice President and Corporate Counsel (since February 2010) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of Prudential Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC.

~~Amanda S. Ryan (36) | Assistant Secretary | Since 2012~~

~~Principal Occupation(s) During Past 5 Years:~~ ~~Director and Corporate Counsel (since March 2012) of Prudential; Director and Assistant Secretary (since June 2012) of Prudential Investments LLC; Associate at Ropes & Gray LLP (2008-2012).~~

~~M. Sadiq Peshimam* (50) | Treasurer and Principal Financial & Accounting Officer | Since 2006~~

~~Principal Occupation(s) During Past 5 Years:~~ ~~Assistant Treasurer of funds in the Prudential Mutual Fund Complex (2006-2014); Vice President (since 2005) of Prudential Investments LLC.~~

~~Peter Parrella* (55) | Assistant Treasurer | Since 2007~~

~~Principal Occupation(s) During Past 5 Years:~~ ~~Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004).~~

~~Lana Lomuti* (46) | Assistant Treasurer | Since 2014~~

~~Principal Occupation(s) During Past 5 Years:~~ ~~Vice President (since 2007) and Director (2005-2007), within Prudential Mutual Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of The Greater China Fund, Inc.~~

~~Linda McMullin* (52) | Assistant Treasurer | Since 2014~~

~~Principal Occupation(s) During Past 5 Years:~~ ~~Vice President (since 2011) and Director (2008-2011) within Prudential Mutual Fund Administration.~~

~~Theresa C. Thompson* (52) | Deputy Chief Compliance Officer | Since 2008~~

~~Principal Occupation(s) During Past 5 Years:~~ ~~Vice President, Compliance, Prudential Investments LLC (since April 2004); and Director, Compliance, Prudential Investments LLC (2001-2004).~~

~~Richard W. Kinville* (45) | Anti-Money Laundering Compliance Officer | Since 2011~~

~~Principal Occupation(s) During Past 5 Years:~~ Vice President, Corporate Compliance, Anti-Money Laundering Unit (since January 2005) of Prudential; committee member of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (since January 2007); formerly Investigator and Supervisor in the Special Investigations Unit for the New York Central Mutual Fire Insurance Company (August 1994-January 1999); Investigator in AXA Financial’s Internal Audit Department and Manager in AXA’s Anti-Money Laundering Office (January 1999-January 2005); first chair of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (June 2007-December 2009).

~~A-2~~

*	~~The address for each officer is c/o Prudential Investments LLC, 100 Mulberry Street, Gateway Center Three, Newark, New Jersey 07102.~~

¹	Excludes Messrs. Parker and Benjamin, interested Committee Members who serve as President and Vice President, respectively. Biographical and other information with respect to Messrs. Parker and Benjamin appears in Proposal No. 1.

~~A-3~~

~~Exhibit B~~

~~AUDIT COMMITTEE CHARTER~~

I.	~~Qualifications for Membership on the Audit Committee~~

~~The Audit Committee of each Prudential Retail Mutual Fund (each, a “Fund”) shall consist of a minimum of three Directors of the Fund, appointed by the Board of Directors of the Fund:~~

(a) no member shall be an “interested person” of the Fund, as that term is defined in Section 2(a)(19) of the Investment Company Act of 1940 (1940 Act) and each member shall meet any applicable independence requirements of any national securities exchange or market quotation system on which Fund shares are or become listed or quoted;

(b) no member shall accept directly or indirectly any consulting, advisory, or other compensatory fee from the Fund (other than in his or her capacity as a member of the Board of Directors or any committee thereof);

(c) at the time of his or her appointment to the Audit Committee, each member shall be financially literate as such qualification is interpreted by the Board of Directors in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee; and

~~(d) at least one member must have accounting or related financial management expertise as the Board of Directors interprets such qualification in its business judgment.~~

The Board of Directors shall determine (i) annually if simultaneous service on the audit committees of more than three public companies by a member of the Audit Committee would not impair the ability of such member to effectively serve on the Audit Committee and (ii) biennially whether any member of the Audit Committee is an “audit committee financial expert,” as defined in Item 3 of Form N-CSR.

~~II.~~

~~Purposes of the Audit Committee~~

~~The purposes of the Audit Committee are:~~

~~(a)~~~~to oversee the accounting and financial reporting processes of the Fund and its internal control over financial reporting;~~

~~(b)~~~~to oversee the integrity of the Fund’s financial statements and the independent audit thereof;~~

~~(c)~~to oversee, or as appropriate, assist Board oversight of, the Fund’s compliance with legal and regulatory requirements that relate to the Fund’s accounting and financial reporting, internal control over financial reporting and independent audits;

~~(d)~~to approve the engagement of the Fund’s independent registered public accounting firm (“independent accountants”) and, in connection therewith and on an ongoing basis, to review and evaluate the qualifications, independence and performance of the Fund’s independent accountants;

~~(e)~~~~to prepare an Audit Committee report as required by rules promulgated by the Securities and Exchange Commission to be included in a Fund proxy statement; and~~

~~B-1~~

~~(f)~~~~to act as a liaison between the Fund’s independent accountants and the full Board.~~

~~III.~~

~~Role and Responsibilities of the Audit Committee~~

The function of the Audit Committee is oversight; it is management’s responsibility to maintain appropriate systems for accounting and internal control over financial reporting, and the independent accountants’ responsibility to plan and carry out a proper audit. Specifically, Fund management is responsible for: (1) preparation, presentation and integrity of the Fund’s financial statements; (2) maintenance of appropriate accounting and financial reporting principles and policies; (3) maintenance of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and related laws and regulations; and (4) maintenance of procedures for the reporting to the Audit Committee of material findings by the internal audit department of Prudential Financial, Inc. relating to the operations of the Fund and/or its advisers or service providers. The independent accountants are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and terms of their engagement letter. The independent accountants are accountable to the Board of Directors and the Audit Committee, as representatives of the contractholders. The Audit Committee and the Board of Directors have the ultimate authority and responsibility to retain and terminate the Fund’s independent accountants (subject, if applicable, to contractholder ratification). Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of the Fund’s service providers, including the independent accountants.

The review of a Fund’s financial statements by the Audit Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of the Fund’s management for preparing, or the independent accountants for auditing, the financial statements. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Fund or management and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the responsibility of the Committee or its members to conduct audits, to determine that the financial statements are complete and accurate and are in accordance with generally accepted accounting principles, to conduct “field work” or other types of auditing or accounting reviews or procedures.

In discharging their duties, the members of the Audit Committee are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers of the Fund whom the Director reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within the person’s professional or expert competence; (3) a Board committee of which the Director is not a member; and (4) representations made by management as to any information technology, internal audit and other non-audit services provided by the independent accountants to the Fund. “Management” means the Fund’s investment adviser or administrator, acting through its officers and employees, not the Fund’s officers as such.

~~B-2~~

~~IV.~~

~~Duties and Powers of the Audit Committee~~

~~To carry out its purposes, the Audit Committee shall have the following duties and powers:~~

(a) to select or retain independent accountants to annually audit and provide their opinion on the Fund’s financial statements, and recommend to those Board members who are not “interested persons” (as that term is defined in Section 2(a)(19) of the 1940 Act) to ratify the selection or retention;

~~(b) to terminate, as appropriate, the independent accountants;~~

~~(c) to monitor the independence and capabilities of the independent accountants;~~

(d) to review and approve the independent accountants’ compensation and the proposed terms of their engagement, including the fees proposed to be charged to the Fund by the independent accountants for each audit and non-audit service;

(e) to approve prior to appointment, the engagement of the independent accountant or any other independent accounting firms to provide other audit services to the Fund or to provide permissible non-audit services to the Fund, its investment adviser (which throughout this Charter includes the Fund’s subadviser(s), if any), administrator or any entity controlling, controlled by, or under common control with the investment adviser or the administrator (adviser/administrator affiliate) that provides ongoing services to the Fund, if the engagement relates directly to the operations or financial reporting of the Fund and as otherwise required by law;

(f) to discuss with management the independent accountants’ proposals for implementing the rotation of the lead audit partner, the concurring partner and any other active audit engagement team partner and to consider periodically whether to rotate the audit firm itself;

(g) to establish, to the extent deemed appropriate by the Audit Committee, policies and procedures for pre-approval of the engagement of the Fund’s independent accountants to provide any of the services described in the paragraph immediately above;

(h) to consider the controls applied by the independent accountants and any measures taken by management in an effort to assure that all items requiring pre-approval by the Audit Committee are identified and referred to the Committee in a timely fashion;

(i) to consider whether the non-audit services provided by the Fund’s independent accountants to the Fund, the Fund’s investment adviser, administrator or any adviser/administrator affiliate that provides ongoing services to the Fund, are compatible with maintaining the independent accountants’ independence;

~~(j) to recommend to the Board of Directors the appointment of the Fund’s principal accounting officer and principal financial officer;~~

(k) to review with the independent accountants the arrangements for and scope of the annual audit and any special audits; the personnel, staffing, qualifications and experience of the independent accountants, including any specialized knowledge or skill needed to perform the audits; any significant changes to the planned audit strategy or identified risks; and any significant issues that the independent accountants discussed with management in connection with their appointment or retention;

~~B-3~~

(l) to oversee the work of the Fund’s independent accountants by reviewing, with the independent accountants, (i) the arrangements for, the scope of, and the results of, the audit of annual financial statements, including any significant changes to the planned audit strategy or identified risks; and (ii) the Fund’s accounting and financial reporting policies and practices, its internal controls and, as appropriate, the internal controls of key service providers;

(m) to review and discuss the Fund’s annual audited financial statements, and, to the extent required by applicable law or regulations, the Fund’s semi-annual financial statements, with Fund management and the Fund’s independent accountants, including the significant assumptions underlying highly subjective estimates and any accounting adjustments arising from the audit that were noted or proposed by the independent accountants but were not implemented (as immaterial or otherwise); reviewing the Fund’s specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” to review the independent accountants’ opinion on the Fund’s financial statements; and to review any matters relating to the other information in documents containing the audited financial statements of the Fund;

(n) to review with the independent accountants all matters required to be communicated to the Audit Committee by the independent accountants including, but not limited to: (a) the results of the most recent inspection of the independent accountants by the Public Company Accounting Oversight Board (“PCAOB”), including the independent accountants’ response to any identified accounting deficiencies; (b) the extent to which the independent accountants intend to use the internal auditors of the Funds or Management in the audit; (c) any complaints or concerns regarding accounting or auditing matters that have come to the attention of the independent accountants; (d) the detection of fraud or illegal acts; (e) any violations or possible violations of laws or regulations; (f) any significant issues or other contentious matters for which the independent accountants have consulted outside the engagement team; (g) any disagreements or difficulties with management; (h) any significant transactions that are outside the ordinary course of business or otherwise appear to be unusual; (i) any significant accounting policies in controversial areas or areas for which there is a lack of authoritative guidance or diversity in practice; (j) any consultations by management with other accountants, information about other accounting firms or other persons performing audit procedures, and the basis upon which the independent accountants can serve as principal auditor if significant parts of the audit will be performed by other auditors; and (k) any other matters required to be discussed pursuant to all applicable PCAOB or other applicable standards or other matters arising out of the audit that are significant to the oversight of the Fund’s financial reporting process;

~~(o)~~~~[Exchange-listed closed-end funds only]~~ to review major issues regarding accounting principles and financial statement presentations, including any significant changes in the Fund’s selection or application of accounting principles, and major issues as to the adequacy of the Fund’s internal controls and any special audit steps adopted in light of material control deficiencies;

(p) to review, as appropriate and in consultation with management of the Fund and/or the independent accountants, reports or other communications submitted by the independent accountants and/or management, whether voluntary or mandated by

~~B-4~~

law, including those relating to Fund accounting and financial reporting policies, procedures and internal controls over financial reporting (including the Fund’s critical accounting policies and practices and any judgments made in connection with the preparation of the financial statements), any matters of concern relating to the Fund’s financial statements (~~[Exchange-listed closed-end funds only]~~ including the effects of alternative generally accepted accounting principles (“GAAP”) methods on financial statements and any adjustments to such statements recommended by the independent accountants), any material problems or difficulties in conducting the audit or reaching an unqualified opinion on the financial statements, any significant disagreements with management and, to the extent the Audit Committee deems necessary or appropriate, any matters to promote improvements in the quality of the Fund’s accounting and financial reporting, as well as any management responses to comments relating to those policies, procedures, controls and other issues;

(q) to review with the Fund’s principal executive officer and/or principal financial officer in connection with required certifications on Form N-CSR any significant deficiencies in the design or operation of internal controls over financial reporting or material weaknesses therein and any reported evidence of fraud involving management or other employees or employees of the investment adviser who have a significant role in the Fund’s internal control over financial reporting;

(r) to consider, in consultation with the independent accountants and management, the adequacy of the Fund’s accounting and financial reporting policies and practices, and their internal controls and procedures for financial reporting;

(s) to establish procedures for (i) the receipt, retention and treatment of complaints received by the Fund relating to accounting, internal accounting controls, or auditing matters, and (ii) the confidential, anonymous submission by employees of the Fund and by employees of the Fund’s investment adviser, administrator, principal underwriter, and any other provider of accounting related services for the Fund of concerns about accounting or auditing matters;

(t) to address reports from attorneys (in accordance with any attorney conduct procedures adopted by the Fund or its investment adviser from time to time) or independent accountants of possible violations of federal or state law or fiduciary duty;

~~(u)~~~~[Exchange-listed closed-end funds only]~~ ~~to review the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Fund;~~

(v) to review, periodically, reports to the Audit Committee regarding findings by the internal audit department of Prudential Financial, Inc. relating to the operations of the Fund and/or its advisers or service providers;

(w) to investigate, or initiate an investigation, when the Committee deems it necessary, of reports (which may be submitted confidentially and anonymously) of potential improprieties or improprieties in connection with the Fund’s accounting or financial reporting Fund operations;

~~(x) to meet periodically with management of the Fund (outside the presence of the independent accountants) and with the independent accountants of the Fund (outside~~

~~B-5~~

~~the presence of Fund management) to discuss any issues relating to the Fund’s audited financial statements or otherwise arising from the Committee’s functions;~~

~~(y) to resolve disagreements between management and the independent accountants regarding financial reporting or in Fund operations;~~

~~(z)~~~~[Exchange-listed closed-end Funds only]~~ to discuss, as appropriate, the Fund’s earnings press releases (including the type and presentation of information to be included therein, paying particular attention to any use of “pro forma,” or “adjusted non-GAAP, information), as well as financial information and earnings guidance provided to analysts and rating agencies, if any;

(aa) at least annually, to obtain and review a report by the Fund’s independent accountants describing: (i) such independent accountants’ internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of such independent accountants, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by such independent accountants, and any steps taken to deal with any such issues; and (iii) to assess the independence of the Fund’s independent accountants, all relationships between the Fund’s independent accountants and the Fund, the Fund’s investment adviser, administrator and affiliates thereof;

~~(bb) to establish hiring policies and procedures for the Fund, its investment adviser or administrator relating to the hiring of employees or former employees of the Fund’s independent accountants;~~

~~(cc)~~~~[Exchange-listed closed-end Funds only]~~ to provide assistance to the Fund, if appropriate, in preparing any written affirmation or written certification required to be filed with any market quotation system or stock exchange on which Fund shares are or become quoted or listed;

~~(dd)~~~~to report the Committee’s activities and conclusions on a regular basis to the Board of Directors~~(~~[Exchange-listed closed-end funds only]~~including reviewing any issues that arise with respect to the quality or integrity of the Fund’s financial statements, its compliance with legal or regulatory requirements and the performance and independence of the independent accountants) ~~and to make such recommendations as the Committee deems necessary or appropriate;~~

~~(ee)~~~~[Exchange-listed closed-end funds only]~~to evaluate the qualifications, independence and performance of the Fund’s independent accountants, including the lead partner of the independent auditor, in light of the opinions of management and internal auditors;

~~(ff)~~~~to annually review the adequacy of, and, as appropriate, implement changes to, its Charter;~~

~~(gg)~~~~to evaluate annually the performance of the Audit Committee;~~

~~(hh)~~~~[Exchange-listed closed-end funds only]~~to discuss with management the Fund’s major financial risk exposures and the steps management has taken (including the guidelines and processes) to monitor and control such exposures, including the Fund’s risk assessment and risk management policies;

~~B-6~~

~~(ii)~~~~[Exchange-listed closed-end funds only]~~to make the statement required by the rules of the Securities and Exchange Commission to be included in the Fund’s annual proxy statement, if any, and determine to its satisfaction that the Audit Committee has: (i) reviewed and discussed the audited financial statements with management; (ii) discussed with the independent accountants the matters required to be discussed by the statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T; (iii) received the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the audit committee concerning independence, and has discussed with the independent accountant the independent accountant’s independence; and (iv) made a recommendation to the Board of Directors as to whether the financial statements should be included in the Fund’s annual report for the past fiscal year, for filing with the Securities and Exchange Commission; and

~~(jj)~~~~to perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter.~~

To the extent permitted by a Fund’s Articles of Incorporation/Declaration of Trust and bylaws, the Audit Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to a subcommittee of one or more members in accordance with pre-approval policies and procedures developed by the Committee. Any decisions of the subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next regularly scheduled meeting. Pre-approval of the audit required by the Securities and Exchange Act of 1934 may not be delegated.

The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including appropriate funding, as determined by the Committee, for payment of compensation to the Fund’s independent accountants or any other accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit review or attest services for the Fund, the authority to retain and compensate independent counsel and other advisers as the Committee deems necessary, and the appropriate resources, as the Committee deems necessary, to pay for ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

V.	~~Meetings of the Audit Committee~~

The Audit Committee shall regularly meet, in separate executive sessions, with representatives of Fund management and the Fund’s independent accountants. The Committee may also request to meet with internal legal counsel and compliance personnel of the Fund’s investment adviser or administrator and with entities that provide significant accounting or administrative services to the Fund to discuss matters relating to the Fund’s accounting and compliance as well as other Fund-related matters.

~~B-7~~

~~Exhibit C~~

~~COMMITTEE MEETINGS~~

HELD DURING LAST FISCAL YEAR*

Account
   General
Committee
Meetings    Audit
Committee
Meetings    Nominating
&
Governance
Committee
Meetings    Investment
Committee
Meetings
The Prudential Variable Contract Account-2
   4    4    4    4
The Prudential Variable Contract Account-10
   4    4    4    4
The Prudential Variable Contract Account-11
   4    4    4    4

*	~~During the most recent fiscal year for each Account, no incumbent Committee Member attended fewer than 75 percent of the total number of Committee meetings held during the fiscal year.~~

~~C-1~~

~~Exhibit D~~

~~NOMINATING & GOVERNANCE COMMITTEE CHARTER~~

~~The responsibilities of the Nominating and Governance Committee of each Fund include:~~

Recommending to the Board of Directors of the Fund the slate of nominees for Independent Directors and Non-Management Directors to be elected (including any Directors to be elected to fill vacancies). The Committee will evaluate candidates’ qualifications for Board membership and their independence from management and principal service providers in terms of both the letter and the spirit of the Investment Company Act of 1940 and the Rules, Regulations and Forms under the Act. The Committee also will consider the effect of any relationships beyond those delineated in the 1940 Act that might impair independence, such as business, financial or family relationships with Fund managers or service providers.

Interviewing (which will be done by the Committee Chair and at least one other member of the Committee) any candidates (Independent, Interested or Non-Management) whom the Committee anticipates recommending to the Board of Directors for service on the Board. The Committee will not consider any candidate for an Independent Director who is a close family member of an employee, officer or interested Director of any Fund or its affiliates.

Reviewing the independence of Independent Directors then serving on the Fund Board. An otherwise Independent Director who served as an officer or director of the Fund’s manager, investment adviser, principal underwriter or any affiliate thereof will not be deemed independent, unless two years have elapsed since he or she severed all such affiliations. No close family member of an employee, officer or interested Director of any Fund or its affiliates will be deemed independent. No person who receives, or who in the preceding two years has received, any consulting, advisory or similar fee from Prudential Investments or any affiliate thereof, will be deemed independent.

~~Recommending, as appropriate, to the Board the Independent Directors to be selected for membership on the various Board Committees.~~

~~Reviewing the composition of the Board of Directors to determine whether it may be appropriate to add individuals with different backgrounds or skills from those already on the Board.~~

•

~~Reporting biennially to the Board on whether the Audit Committee has at least one Audit Committee Financial Expert.~~¹

~~Assisting the Board Chair with the development of Board meeting agendas.~~

Reviewing each Director’s beneficial investment in Fund shares. The Committee will encourage each Director to maintain, either directly, beneficially or through the deferred compensation plan, investments in the one

¹	~~Audit Committee financial experts were last designated in April 2013. The Governance Committee will review this designation every year ending in an odd number.~~

~~D-1~~

or more Funds in the cluster that are equal to the aggregate fees for one year that he or she receives for Board-related service to the Funds. Under ordinary circumstances, new Independent Directors will have two years to comply with this policy.

Being available to assist the Board of Directors in evaluating the quality of Director participation on the Board, which may be measured, in part, by factors such as attendance and contributions at Board meetings and by a review of responses to the annual Board Assessment Questionnaire. The Committee will review, with the Board Chair, the summary of responses to the Board Assessment Questionnaire and report those responses to the full Board. A Director automatically will be ineligible for re-nomination to the Board, and the Board will request his or her resignation, if for health or any other reason the individual fails to participate, over any eighteen-month period, in (1) three consecutive regularly scheduled in-person meetings of the Board or (2) four in-person meetings of the Board.

~~Recommending to the Board a successor to the Board Chair at the expiration of a term or when a vacancy occurs.~~

Developing an annual education calendar that details the topics to be addressed in the Board’s quarterly education sessions. The educational calendar for a year will be presented to the full Board at its last quarterly meeting of the prior year. The Committee Chair, in consultation with the Board Chair, may make adjustments to the educational calendar during the year as appropriate due to industry or regulatory developments or other factors.

Annually monitoring the attendance by each Independent Director and Non-Management Director at educational seminars, conferences or similar meetings. The Board encourages each Independent and Non-Management Director to attend at least one such meeting per year. Any Independent or Non-Management Director who wishes to attend an educational seminar, conference or similar meeting must obtain the consent of the Board Chair before incurring expenses in connection with that educational seminar, conference or meeting.

~~Developing and conducting orientation sessions for any new Independent or Non-Management Director before or shortly after the new Director joins the Board.~~

In collaboration with outside counsel and as required by law or deemed advisable by the Committee, developing policies and procedures addressing matters which should come before the Committee in the proper exercise of its duties.

~~Reviewing, at least annually, the Board’s adherence to industry “recommended practices.”~~

~~Reviewing, at least annually, the performance of outside counsel to the Funds and of counsel to the Independent Directors, including fees and expenses.~~

~~Reviewing Director compliance with the policy encouraging Directors to provide, when feasible, at least six months’ notice before resigning from the Board.~~

~~D-2~~

~~Reviewing Director compliance with the requirement that a Director must retire from Board service by December 31 of the year in which he or she reaches the age of 75.~~

~~Reviewing and making recommendations to the Board of Directors concerning Director compensation and expenses, including:~~

~~– annual Director fees;~~

~~– supplemental compensation for Committee service;~~

~~– supplemental compensation for serving as a Committee Chair;~~

~~– Board or Committee meeting attendance fees;~~

~~– daily Director service fees or per diem amounts, as contemplated by the Board Compensation Policy; and~~

~~– expense reimbursement.~~

~~Annually reviewing and, as appropriate, recommending changes to its Charter.~~

~~Process for Review of Operating Company Board Service~~

From time to time, an Independent Director or Non-Management Director may be asked to serve on an operating company Board. Subject to confidentiality considerations, such Director is encouraged to notify the Chair of the Committee and Independent Directors’ counsel as promptly as possible. The Committee Chair will work with counsel to coordinate appropriate communications with management, the Board Chair and the Committee. At the conclusion of this process (and during the process, as appropriate), the Committee Chair will communicate with the Director.

~~D-3~~

~~THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-2~~

THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-10

~~THE PRUDENTIAL VARIABLE CONTRACT ACCOUNT-11~~

~~Prudential Retirement Services~~655 Broad Street
Newark, New Jersey 07102

~~30 Scranton Office Park~~

~~Scranton, PA 18507-1789~~

~~VOTING INSTRUCTION FORM~~

SPECIAL MEETING OF PERSONS HAVING VOTING RIGHTS (MEETING)

~~NOVEMBER 26, 2014~~July 8, 2022

THIS PROXY IS SOLICITED ON BEHALF OF THE COMMITTEE MEMBERS OF THE PRUDENTIAL VARIABLE CONTRACT ~~ACCOUNTS LISTED IN THE ACCOMPANYING PROXY STATEMENT (EACH AN “ACCOUNT” AND TOGETHER, THE “ACCOUNTS”~~ACCOUNT-10 (“VCA 10”). The undersigned hereby appoints ~~Jonathan D. Shain, Claudia DiGiacomo~~Patrick McGuinness, Diana Huffman and ~~Deborah A. Docs~~Andrew French as Proxies, each with the power of substitution, and hereby authorizes each of them to represent and to vote, as designated on the reverse side, all of the Units of ~~the Account~~VCA 10 held of record by the undersigned on ~~September 12, 2014,~~April 11, 2022, at the Meeting to be held on ~~November 26, 2014~~July 8, 2022, or any adjournment or postponement thereof.

THE UNITS REPRESENTED BY THIS PROXY, WHEN THIS PROXY IS PROPERLY EXECUTED WILL BE VOTED ~~IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED. THE PROXY WILL BE VOTED~~ FOR THE ~~NOMINEES AND FOR PROPOSALS 2 AND 3~~PROPOSAL IF YOU DO NOT SPECIFY OTHERWISE. PLEASE REFER TO THE PROSPECTUS/PROXY STATEMENT DATED ~~OCTOBER 1, 2014~~APRIL 18, 2022 FOR DISCUSSION OF ~~EACH~~THE PROPOSAL. THE PROXY STATEMENT IS AVAILABLE AT~~WWW.PRUDENTIALFUNDS.COM/FUNDCHANGES~~.AT: https://www.pgim.com/investments/fund-updates.

IF VOTING BY MAIL, PLEASE MARK, SIGN AND DATE THIS ~~VOTING INSTRUCTION FORM~~PROXY CARD WHERE INDICATED AND RETURN IT PROMPTLY USING THE ENCLOSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.

In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Meeting or any adjournment or postponement thereof. If you simply sign and date the ~~voting instruction~~proxy form but give no voting instructions, your ~~shares~~Units will be voted in favor of the ~~Proposals~~Proposal and in accordance with the views of management upon any unexpected matters that come before the Meeting or adjournment or postponement of the Meeting.

~~PRUDENTIAL~~

PGIM INVESTMENTS LLC

~~GATEWAY CENTER THREE~~

~~100 MULBERRY~~655 BROAD STREET

NEWARK, NJ ~~07102-4077~~07102

TO VOTE BY TELEPHONE

1) Read the Proxy Statement and have the ~~voting instruction~~proxy form below at hand.

2) Call toll-free 1-800-690-6903 and follow the instructions

3) Enter the control number set forth on the ~~voting instruction~~proxy form and follow the simple instructions.

TO VOTE BY INTERNET

1) Read the Proxy Statement and have the ~~voting instruction~~proxy form below at hand.

2) Go to Website www.proxyvote.com and follow the instructions.

3) Enter the control number set forth on the ~~voting instruction~~proxy form and follow the simple instructions.

TO VOTE BY MAIL

1) Read the Proxy Statement.

2) Check the appropriate ~~boxes~~box on the ~~voting instruction~~proxy form below.

3) Sign and date the voting instruction form.

4) Return the voting instruction form in the envelope provided.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

¨ o		Definitive Additional Materials
¨ o		Soliciting Material ~~Pursuant to~~under §240.14a-12



The Prudential Variable Contract Account-10
(Name of Registrant as Specified in Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
x		No fee required.
¨ o	Fee paid previously with preliminary materials.

o	Fee computed on table ~~below~~in in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
		~~(1)~~	~~Title of each class of securities to which transaction applies:~~
		~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
		~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~
		~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
		~~(5)~~	~~Total fee paid:~~
¨		~~Fee paid previously with preliminary materials.~~
¨		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
		~~(1)~~	~~Amount Previously Paid:~~
		~~(2)~~	~~Form, Schedule or Registration Statement No.:~~
		~~(3)~~	~~Filing Party:~~
		~~(4)~~	~~Date Filed:~~

FOR	AGAINST		ABSTAIN
o	~~FOR~~ o	~~AGAINST~~	~~ABSTAIN~~

	¨	¨	¨ o




SIGNATURE (PLEASE SIGN WITHIN BOX)	DATE
~~DATE~~



SIGNATURE (JOINT OWNERS)		DATE


Account	Units Outstanding	Dollar Value of Units Outstanding
The Prudential Variable Contract Account-2	4,958,605.41681	$297,562,649.93
The Prudential Variable Contract Account-10	11,928,764.86268	$182,106,684.67
The Prudential Variable Contract Account-11	8,651,959.39540	$28,176,989.52


Account	Fiscal Year-End	Aggregate Fees	Fiscal Year-End	Aggregate Fees
The Prudential Variable Contract Account-2	12/31/2013	$19,000	12/31/2012	$19,000
The Prudential Variable Contract Account-10	12/31/2013	$19,000	12/31/2012	$19,000
The Prudential Variable Contract Account-11	12/31/2013	$19,000	12/31/2012	$19,000


Account	General Committee Meetings	Audit Committee Meetings	Nominating & Governance Committee Meetings	Investment Committee Meetings
The Prudential Variable Contract Account-2	4	4	4	4
The Prudential Variable Contract Account-10	4	4	4	4
The Prudential Variable Contract Account-11	4	4	4	4

~~AGAINST~~

~~ABSTAIN~~