UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C 20549
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. __)
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF THE INFORMATION STATEMENT
The Information Statement is available at http://www.PrudentialAnnuities.com/investor/invprospectus
ADVANCED SERIES TRUST
AST Academic Strategies Asset Allocation Portfolio
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
INFORMATION STATEMENT
October 30, 2013
To the Shareholders:
On September 10-13, at a regular meeting of the Board of Trustees of Advanced Series Trust (AST or the Trust), the trustees approved a new subadvisory agreement for the AST Academic Strategies Asset Allocation Portfolio (the Portfolio), a series of AST.
Prudential Investments LLC (PI) and AST Investment Services, Inc. (ASTIS), as the investment managers (collectively, the Manager) of AST, have entered into a new subadvisory agreement with CoreCommodity Management, LLC (Core) on behalf of the Portfolio. A new subadvisory agreement with Core was required because of a change in the ownership and control of Core, effective September 11, 2013, resulting in the automatic termination of the prior subadvisory agreement with Core. There is no change in the advisory fees paid by the Portfolioto the Manager or in the subadvisory fees paid by the Manager to Core under the new subadvisory agreement, and the terms of the new subadvisory agreement are identical to those of the prior subadvisory agreement with Core. The fees and expenses paid by the Portfolio did not change under the new subadvisory agreement.
This information statement describes the circumstances surrounding the trustees' approval of the subadvisory agreement and provides you with an overview of its terms. PI and ASTIS will continue as the Portfolio's investment managers. This information statement does not require any action by you. It is provided to inform you about the change in ownership of Core and the execution of the new subadvisory agreement with Core.
By order of the Board,
Deborah A. Docs
Secretary
THIS IS NOT A PROXY STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF THE INFORMATION STATEMENT
The Information Statement is available at http://www.PrudentialAnnuities.com/investor/invprospectus
ADVANCED SERIES TRUST
AST Academic Strategies Asset Allocation Portfolio
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
INFORMATION STATEMENT
October 30, 2013
This information statement is being furnished in lieu of a proxy statement to beneficial shareholders of the AST Academic Strategies Asset Allocation Portfolio (the Portfolio), a series of Advanced Series Trust (AST or the Trust), pursuant to the terms of an order (the Manager of Managers Order) issued by the Securities and Exchange Commission (SEC). The Manager of Managers Order permits the Portfolio’s investment managers to hire new subadvisers that are not affiliated with the investment managers and to make changes to certain existing subadvisory contracts with the approval of the Board of Trustees of the Trust, without obtaining shareholder approval.1
AST is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act). AST is organized as a Massachusetts business trust. The Portfolio is a series of the Trust.
The Trustees of AST are collectively referred to herein as the “Board,” “Board Members,” or “Trustees.” The principal executive offices of AST are located at 100 Mulberry Street, Newark, NJ 07102-4077. Prudential Investments LLC (PI) and AST Investment Services, Inc. (ASTIS, and together with PI, the Manager) serve as the investment managers of the Trust.
The Manager has entered into a new subadvisory agreement with CoreCommodity Management, LLC (Core or the Subadviser) on behalf of the Portfolio, dated and effective September 11, 2013 (the New Subadvisory Agreement). This information statement relates to the approval by the Board of the New Subadvisory Agreement between the Manager and Core.
Core serves as a subadviser to the Portfolio and was a wholly-owned subsidiary of Jefferies Group LLC (Jefferies). Recently, Core and Jefferies entered into an agreement which allowed Core to operate as an independent management firm. The ownership of Core was transferred from Jefferies to a new entity, CoreCommodity Capital LLC (CoreCommodity), which is controlled by Core’s senior management (the Transaction). Jefferies retains a significant economic interest in Core through an economic interest in CoreCommodity and maintains its investments in Core’s trading strategies. In addition, Jefferies will provide transition services to Core, as needed, for up to 24 months. The transaction did not result in any changes to: (i) the portfolio management or compliance teams for the Portfolio; (ii) the investment strategies used by Core in managing the Portfolio; (iii) the policies and procedures of Core that are applicable to the Portfolio; or (iv) the day-to-day
The New Subadvisory Agreement with Core for the Portfolio does not affect the other Portfolio subadvisers, which are:
AlphaSimplex Group, LLC (AlphaSimplex)
AQR Capital Management, LLC/CHN Partners, LLC (AQR)
First Quadrant, L.P. (First Quadrant)
Jennison Associates, LLC (Jennison)
J.P. Morgan Investment Management, Inc. (J.P. Morgan)
Pacific Investment Management Company LLC (PIMCO)
Quantitative Management Associates, LLC (QMA)
Western Asset Management Company/Western Asset Management Company Limited (Western Asset)
The subadvisory agreements with each of the above listed subadvisers with respect to the Portfolio were each last approved by the Trustees, including a majority of the Trustees who were not parties to the agreement and were not interested persons of those parties, as defined in the 1940 Act (the Independent Trustees), on June 12, 2013.
Core will pay for the costs associated with preparing and distributing this information statement. This information statement will be mailed on or about November 12, 2013 to shareholders investing in the Portfolio as of September 11, 2013.
1SeeNotice of Application (Release No. IC – 22139)(Aug. 13, 1996) and Order (Release No. IC – 22215)(Sept. 11, 1996).
THIS IS NOT A PROXY STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
NEW SUBADVISORY AGREEMENT
Board Consideration of New Subadvisory Agreement
Approval of the New Subadvisory Agreement
As required by the 1940 Act, the Board considered the proposed NewSubadvisory Agreement among the Manager and Core with respect to thePortfolio due to an anticipated “change of control” of Core.Core serves as a subadviser to the commodities strategy portion of the Portfolio and, prior to September 2013, was a wholly-owned subsidiary of Jefferies.
At an in-person meeting of the Board held on June 11-12, 2013, the Board, including the Independent Trustees, considered and approved the continuation of the subadvisory agreement between the Manager and Core with respect to the Portfolio (the Prior Subadvisory Agreement).
On September 11, 2013, the ownership of Core was transferred from Jefferies to CoreCommodity, which is controlled by Core’s senior management.The completion of the Transaction resulted in an assignment (within the meaning of the 1940 Act) and automatic termination of the Prior Subadvisory Agreement under the 1940 Act.
At an in-person meeting of the Board held on September 10-13, 2013, the Board, including all of the Independent Trustees, considered and approved the New Subadvisory Agreement after concluding that approval of the New Subadvisory Agreement was in the best interests of the Portfolio and its shareholders.
In advance of the meeting, the Board requested and received materials relating to the New Subadvisory Agreement, and had the opportunity to ask questions and request further information in connection with its considerations. In approving the New Subadvisory Agreement, the Board, including the Independent Trustees advised by independent legal counsel, considered the factors it deemed relevant, including the nature, quality and extent of services to be provided to the Portfolio by Core;performance information; the fees paid by the Manager to Core; the potential for economies of scale that may be shared with the Portfolio and its shareholders; and other benefits to Core. In its deliberations, the Board did not identify any single factor which alone was responsible for the Board’s decision to approve the New Subadvisory Agreement with respect to the Portfolio.
The Board determined that the overall arrangements between the Manager and Core, which will continue to serve as asubadviser to the Portfolio pursuant to the terms ofthe New Subadvisory Agreement, are in the best interests of the Portfolio and its shareholders in light of the services to be performed and the fees to be charged under the New Subadvisory Agreement and such other matters as the Board considered relevant in the exercise of its business judgment.
The material factors and conclusions that formed the basis for theBoard reachingits determinations to approve the New Subadvisory Agreement are separately discussed below.
Nature, quality and extent of services
The Board noted that it had received and considered information regarding the nature, quality and extent of services to be provided to the Portfolio by Core in connection with its annual approval of the Trust’s advisory agreements, including the Prior Subadvisory Agreement, at the meeting of the Board onJune 11-12, 2013. The Board considered that the nature and extent of services to be provided to the Portfolio under the Prior Subadvisory Agreement were identical in all material respects to those to be provided by Core under the New Subadvisory Agreement.
With respect to the quality of services, the Board considered, among other things, that the transaction is not expected to result in any changes to: Core’s portfolio management and compliance teams for the Portfolio; the investment strategies used by Core in managing the Portfolio; or Core’s senior management. The Board noted that it received a favorable compliance report regarding Core’s compliance program from the Trust’s Chief Compliance Officer at the September 11, 2013 Board meeting.
The Board concluded that it was satisfied with the nature, extent and quality of the investment subadvisory services provided to the Portfolio by Core under the Prior Subadvisory Agreement and that there was a reasonable basis on which to conclude that the quality of investment subadvisory services to be provided by Core under the New Subadvisory Agreement should equal the quality of similar services provided by Core under the Prior Subadvisory Agreement, and that the Portfolio would benefit from the subadvisory services to be provided by Core under the New Subadvisory Agreement.
Performance
The Board noted that it had recently reviewed the investment performance of the Portfolio in connection with its annual consideration and approval of the Trust’s advisory agreements, including the Prior Subadvisory Agreement, inJune2013. As part of that review, the Board reviewed the performance record of the Portfolio and determined that it would be in the interests of the Portfolio and its shareholders to continue to retain Core as a subadviser to the Portfolio.
Investment Subadvisory Fee Rates
The Board noted that the subadvisory fee rates payable to Core in connection with the Portfolio would remain unchanged as a result of the Transaction. The Board noted that it had reviewed the subadvisory fee rates paid to Core in connection with its annual consideration and approval of the Trust’s advisory agreements, including the Prior Subadvisory Agreement, inJune2013 and determined that such fee rates were reasonable.
Profitability
The Board reviewed thehistorical profitability informationof the Portfolio in connection with its annual consideration and approval of the Trust’s advisory agreements, including the Prior Subadvisory Agreement, inJune2013.The Board noted that since Core is not affiliated with the Manager, the revenues derived by Core under the New Subadvisory Agreement would not be included in any future profitability calculations of the Manager, and concluded that thelevel of profitability of a subadviser not affiliated with the Manager, such as Core, may not be as significant as the Manager’s profitability given the arm's-length nature of the process by which the subadvisory fee rates were negotiated by the Manager and the unaffiliated subadvisers, as well as the fact that the Manager compensates the subadvisers out of its management fee.
Economies of Scale
In connection with its annual consideration and approval of the renewal of the Trust’s advisory agreements, including the Prior Subadvisory Agreement, inJune2013, the Board considered potential economies of scale with respect to Core and the Portfolio. The Board noted that any potential economies of scale under the New Subadvisory Agreement would remain unchanged, as there were no proposed changes in fee rates or breakpoints.
Other Benefits to the Subadviser
The Board considered potential “fall out” or ancillary benefits that might be received by Core and its affiliates as a result of its relationship with the Portfolio. The Board concluded that the potential benefits to be derived by Core included the ability to use soft dollar credits, brokerage commissions received by affiliates of Core, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to reputation. The Board concluded that the benefits to be derived by Core were consistent with the types of benefits generally derived by subadvisers to mutual funds. The Board noted that it also considered these factors in connection with its annual consideration and approval of the Trust’s advisory agreements, including the Prior Subadvisory Agreement, inJune2013.
***
After full consideration of these factors, the Board concluded that the approval of the New Subadvisory Agreement was in the interests of the Portfolio and its shareholders.
The New Subadvisory Agreement is attached as Exhibit A
Information about Core
Core provides professional asset management services to investors seeking exposure to commodities. As of August 31, 2013, Core manages in excess of $5 billion in assets (measured at notional value for managed accounts and net asset value for pooled vehicles) in its commodity strategies on behalf of a global investor base of institutional investors.
Core is an investment adviser registered with the Securities and Exchange Commission, a Commodity Trading Advisor (CTA) and Commodity Pool Operator (CPO) registered with the Commodity Futures Trading Commission and a member of the National Futures Association.
Core’s address is The Metro Center, One Station Place, Three South, Stamford, CT 06902.Additional information relating to the management of Core and other funds managed by Core is set forth in Exhibit B.
Terms of the Subadvisory Agreements
Theterms of the New Subadvisory Agreement, including the fee ratespayable to Core by the Manager,are identicalto the terms of the Prior SubadvisoryAgreement. Underthe Prior Subadvisory Agreement and the New Subadvisory Agreement, Core is compensated by the Manager (and not thePortfolio) for the portion of assets it manages at the following annual rates:
| Prior Subadvisory Fee | New Subadvisory Fee | Subadvisory Fees paid for the most recently completed fiscal year |
0.60% of average daily net assets to $750 million; 0.55% of average daily net assets from $750 million to $1 billion; 0.50% of average daily net assets over $1 billion (Fee applies only to assets attributable to Commodities investment category)* | 0.60% of average daily net assets to $750 million; 0.55% of average daily net assets from $750 million to $1 billion; 0.50% of average daily net assets over $1 billion (Fee applies only to assets attributable to Commodities investment category)* | $1,943,861 |
*CoreCommodity has agreed to bear all commissions due in connection with the execution and clearing of commodities futures transactions initiated by it on behalf of the Portfolio, but only during the first two years that it manages the Portfolio’s commodities investment sleeve. The Portfolio will continue to bear all third party exchange and regulatory fees due in connection with the execution and clearing of commodities futures transactions initiated on behalf of the Portfolio.
The New Subadvisory Agreement provides, as did the Prior Subadvisory Agreement, that subject to the supervision of the Manager and the Board, Core is responsible for managing the investment operations of a portion of the assets of the Portfolio and for making investment decisions and placing orders to purchase and sell securities for such portion of the Portfolio, all in accordance with the investment objective and policies of the Portfolio as reflected in its current prospectus and statement of additional information and as may be adopted from time to time by the Board. In accordance with the requirements of the 1940 Act, Core will provide the Manager with all books and records required to be maintained by an investment adviser and will render to the Board such periodic and special reports as the Board may reasonably request.
The New Subadvisory Agreement will remain in full force and effect for a period of two years from the date of its execution and will continue thereafter as long as its continuance is specifically approved at least annually by vote of a majority of the outstanding voting securities (as that term is defined in the 1940 Act) of the Portfolio, or by the Board, including the approval by a majority of the Independent Trustees, at a meeting called for the purpose of voting on such approval; provided, however, that (i) the New Subadvisory Agreement may be terminated at any time without the payment of any penalty, either by a vote of the Board or by vote of a majority of the outstanding voting securities of the Portfolio, (ii) the New Subadvisory Agreement will terminate immediately in the event of its assignment (within the meaning of the 1940 Act) or upon the termination of the Trust’s Management Agreement with the Manager, and (iii) the New Subadvisory Agreement may be terminated at any time by Core or the Manager on not more than 60 days’ nor less than 30 days’ written notice to the other party to the New Subadvisory Agreement.
The New Subadvisory Agreement provides that, in the absence of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or reckless disregard of its obligations and duties thereunder, Core will not be liable for any act or omission in connection with its activities as subadviser to the Portfolio.
Information about Other Subadvisers and Subadvisory Agreements
Core co-subadvises the Portfolio along with other subadvisers. The Board approved the subadvisory agreements with the other subadvisers of the Portfolio at a meeting held on June 12, 2013.
The subadvisory agreements with the other subadvisersof the Portfolio, which are not affected by the New Subadvisory Agreement, provide for compensation as shown in the table below:
| Subadviser | Fee Rate | Subadvisory Fees paid for the most recently completed fiscal year |
| AlphaSimplex | 0.80% of average daily net assets to $100 million; 0.65% of average daily net assets over $100 million | $731,301 |
| AQR | 1.00% of average daily net assets to $100 million; 0.90% of average daily net assets over $100 million (Diversified Arbitrage segment only) | $2,375,999 |
| First Quadrant* | 0.90% of average daily net assets (Global Macro segment only) 0.65% of average daily net assets to $100 million; 0.55% of average daily net assets from $100 million to $200 million; and 0.50% of average daily net assets over $200 million (Currency segment only) | $2,239,263 |
| Jennison | 0.60% of average daily net assets to $100 million; 0.55% of average daily net assets over $100 billion; (Fee applies only to assets attributable to Global Infrastructure investment category) | $1,792,821 |
| J.P. Morgan | 1.00% of average daily net assets to $50 million; 0.90% of average daily net assets over $50 million to $150 million; 0.80% of average daily net assets over $150 million (Fee applies only to assets attributable to Market Neutral Sleeve managed by J.P. Morgan) | $1,150,048 |
| PIMCO** | 0.25% of average daily net assets (Applies to Inflation-Indexed Securities assets only) 0.25% of average daily net assets (Applies to International Fixed income (Un-Hedged) assets only) | $2,112,582 |
| QMA | 0.075% of average daily net assets of entire Portfolio (Fee applies only to overall asset allocation and direct management of Overlay investment strategy) 1.00% of average daily net assets attributable to Long/Short Market Neutral investment category | $6,656,470 |
| Western Asset | 0.40% of average daily net assets to $100 million; 0.20% of average daily net assets over $100 million (Applies to Emerging Markets Fixed income assets only) | $26,937 |
*For purposes of calculating the fee payable to First Quadrant with respect to the currency sleeve of the Portfolio, the assets managed by First Quadrant in the global macro sleeve of the Portfolio will be aggregated with the assets managed by First Quadrant in the currency sleeve of the Portfolio.
**The assets of each PIMCO-subadvised portfolio managed on behalf of PI and/or ASTIS by PIMCO under a total return mandate (as identified and agreed upon by PIMCO and PI/ASTIS) shall be aggregated for purposes of the fee calculation when all such aggregated assets on any day total at least $3 billion. On any day when all such aggregated assets total at least $3 billion, the contractual annual subadvisory fee rate, calculated daily, shall be: 0.250% on aggregate assets up to $1 billion; and 0.225% on aggregate assets over $1 billion. On any day when the aggregated assets total less than $3 billion, the contractual subadvisory fee rate for that day shall be 0.25% of the assets of each PIMCO-subadvised portfolio.
MANAGEMENT OF THE TRUST
The Manager
PI, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, and ASTIS, One Corporate Drive, Shelton, Connecticut 06484, serve as AST's managers under a management agreement, dated as of May 1, 2003, and renewed thereafter as required by the 1940 Act (the Management Agreement). PI and ASTIS are both wholly owned subsidiaries of PIFM Holdco, LLC, 100 Mulberry Street, Newark, New Jersey 07102-4077, which is a wholly-owned subsidiary of Prudential Asset Management Holding Company, 751 Broad Street, Newark, New Jersey 07102-4077, which is a wholly-owned subsidiary of Prudential Financial, Inc., 751 Broad Street, Newark, New Jersey 07102-4077. PI is organized in New York as a limited liability company. ASTIS is organized as a Connecticut corporation.
As of June 30, 2013, PI served as the manager or co-manager to open-end investment companies and as manager or administrator to closed-end investment companies, with aggregate assets of approximately $208.5 billion. As of June 30, 2013, ASTIS served as the manager or co-manager to open-end investment companies and with aggregate assets of approximately $118.2 billion. The Portfolio commenced investment operations on December 5, 2005.
Terms of the Management Agreement
Pursuant to the Management Agreement with the Trust (collectively, the Management Agreement), the Manager, subject to the supervision of the Board and in conformity with the stated policies of the Trust, manages both the investment operations of each Portfolio and the composition of the Trust’s investment portfolio, including the purchase, retention, disposition and loan of securities and other assets. In connection therewith, the Manager is obligated to keep certain books and records of the Trust. The Manager is authorized to enter into subadvisory agreements for investment advisory services in connection with the management of the Trust. The Manager will continue to have responsibility for all investment advisory services performed pursuant to any such subadvisory agreements. The Manager will review the performance of the subadvisers and make recommendations to the Board with respect to the retention of investment advisers and the renewal of contracts. The Manager also administers the Trust's corporate affairs and, in connection therewith, furnishes the Trust with office facilities, together with those ordinary clerical and bookkeeping services which are not being furnished by, the Trust's custodian (the Custodian), and the Trust's transfer agent. The management services of the
Manager to the Trust are not exclusive under the terms of the Management Agreement and the Manager is free to, and does, render management services to others.
The Management Agreement was last approved by the Trustees, including a majority of the Independent Trustees, on June 12, 2013.
In connection with its management of the corporate affairs of the Trust, the Manager bears the following expenses:
| ■ | the salaries and expenses of all of its and the Trust's personnel except the fees and expenses of Trustees who are not affiliated persons of the Manager or any subadviser; |
| ■ | all expenses incurred by the Manager or the Trust in connection with managing the ordinary course of the Trust's business, other than those assumed by the Trust as described below; and |
| ■ | the fees, costs and expenses payable to any investment subadvisers pursuant to subadvisory agreements between the Manager and such investment subadvisers. |
Under the terms of the Management Agreement, the Trust is responsible for the payment of Trust expenses not paid by the Manager, including:
| ■ | the fees and expenses incurred by the Trust in connection with the management of the investment and reinvestment of the Trust's assets payable to the Manager; |
| ■ | the fees and expenses of Trustees who are not affiliated persons of the Manager or any subadviser; |
| ■ | the fees and certain expenses of the custodian and transfer and dividend disbursing agent, including the cost of providing records to the Manager in connection with its obligation of maintaining required records of the Trust and of pricing the Trust's shares; |
| ■ | the charges and expenses of the Trust's legal counsel and independent auditors; |
| ■ | brokerage commissions and any issue or transfer taxes chargeable to the Trust in connection with its securities (and futures, if applicable) transactions; |
| ■ | all taxes and corporate fees payable by the Trust to governmental agencies; |
| ■ | the fees of any trade associations of which the Trust may be a member; |
| ■ | the cost of share certificates representing and/or non-negotiable share deposit receipts evidencing shares of the Trust; |
| ■ | the cost of fidelity, directors and officers and errors and omissions insurance; |
| ■ | the fees and expenses involved in registering and maintaining registration of the Trust and of its shares with the SEC and paying notice filing fees under state securities laws, including the preparation and printing of the Trust's registration statements and prospectuses for such purposes; |
| ■ | allocable communications expenses with respect to investor services and all expenses of shareholders' and Trustees' meetings and of preparing, printing and mailing reports and notices to shareholders; |
| ■ | litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Trust's business and distribution and service (12b-1) fees. |
The Management Agreement provides that the Manager will not be liable for any error of judgment by PI or for any loss suffered by the Trust in connection with the matters to which the Management Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or loss resulting from willful misfeasance, bad faith or gross negligence or reckless disregard of duties. The Management Agreement provides that it will terminate automatically, if assigned (as defined in the 1940 Act), and that it may be terminated without penalty by either the Manager or the Trust by the Board or vote of a majority of the outstanding voting securities of the Trust (as defined in the 1940 Act), upon not more than 60 days nor less than 30 days written notice. The Management Agreement will continue in effect for a period of more than two years from the date of execution only so long as such continuance is specifically approved at least annually in accordance with the requirements of the 1940 Act.
For its services, the Portfolio compensates the Manager as follows:
| Portfolio | Investment Management Fee Rate | Aggregate Investment Management Fees for Fiscal Year Ended 12/31/12 |
| AST Academic Strategies Asset Allocation Portfolio | Fund-of-Funds Segments/Sleeves: 0.72% of average daily net assets
Non Fund-of-Funds Segments/Sleeves: 0.71% of average daily net assets to $300 million; 0.70% on next $200 million of average daily net assets; 0.69% on next $250 million of average daily net assets; 0.68% on next $2.5 billion of average daily net assets; 0.67% on next $2.75 billion of average daily net assets; 0.64% on next $4 billion of average daily net assets; 0.62% over $10 billion of average daily net assets | $50,784,891 |
Directors and Officers of PI andASTIS
Set forth below is the name, title and principal occupation of the principal executive officer of PI. There are no directors of PI. The address of the principal executive officer of PI is Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077. None of the officers or directors of PI are also officers or directors of Core.
| Name | Position with PI | Principal Occupations |
| Stuart S. Parker | Chief Executive Officer, Officer-In-Charge, President, Senior Vice President and Chief Operating Officer | President of Prudential Investments LLC (since January 2012); Senior Vice President (since October 2007); Executive Vice President of Jennison Associates LLC and Head of Retail Distribution of Prudential Investments LLC (June 2005-December 2011). |
Set forth below are the names, titles and principal occupations of the principal executive officer and the directors of ASTIS. Unless otherwise indicated, the address of each individual is One Corporate Drive, Shelton, Connecticut 06484-0883. None of the officers or directors of ASTIS are also officers or directors of Core.
| Name | Position with PI | Principal Occupations |
| Scott E. Benjamin | Executive Vice President | Executive Vice President (since June 2009) of Prudential Investments LLC and 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). |
| Timothy S. Cronin | Officer-in-Charge, President, Chief Executive Officer, Chief Operating Officer and Director | President, Chief Executive Officer, Chief Operating Officer, Officer-In-Charge (since March 2006), Director (since June 2005) of AST Investment Services, Inc.; Senior Vice President of Prudential Investments LLC (since May 2009); Vice President (since July 2006) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Senior Vice president (since May 2006) of Prudential Annuities Life Assurance Corporation; Senior Vice President of Prudential Annuities Life Assurance Corporation (since March 2006). |
| Robert O'Donnell | Executive Vice President and Director | Executive Vice President and Director (since April 2012 of AST Investment Services, Inc.; President (since April 2012) of Prudential Annuities; Senior Vice President, Head of Product, Investment Management & Marketing (October 2008-April 2012) for Prudential Annuities; Senior Vice President, Head of Product (July 2004-October 2008) for Prudential Annuities. |
Set forth below is a list of the Officers of the Trust who are also officers or directors of PI and/or ASTIS:*
| Name | Position with Trust | Position with PI | Position with ASTIS |
| Deborah A. Docs | Secretary | Assistant Secretary and Vice President | N/A |
| Andrew R. French | Assistant Secretary | Assistant Secretary and Vice President | N/A |
| Claudia DiGiacomo | Assistant Secretary | Assistant Secretary and Vice President | N/A |
| Bruce Karpati | Chief Compliance Officer | Chief Compliance Officer | Chief Compliance Officer |
| Raymond A. O’Hara | Chief Legal Officer | Chief Legal Officer, Executive Vice President and Secretary | Corporate Counsel, Vice President and Secretary |
| Jonathan D. Shain | Assistant Secretary | Assistant Secretary and Vice President | N/A |
| Grace C. Torres | Treasurer & Principal Financial and Accounting Officer | Assistant Treasurer and Vice President | Assistant Treasurer and Vice President |
*Excludes Messrs. O'Donnell and Cronin, who are directors of ASTIS and serve as interested trustees of the Trust.
Custodian
The Bank of New York Mellon, One Wall Street, New York, New York 10286, serves as custodian for the Portfolio’s securities and cash, and, in that capacity, maintains certain financial accounting books and records pursuant to an agreement with the Trust. Sub-custodians provide custodial services for any foreign assets held outside the United States.
Transfer Agent and Shareholder Servicing Agent
Prudential Mutual Fund Services LLC (PMFS), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, serves as the transfer and dividend disbursing agent of the Portfolio. PMFS is an affiliate of PI. PMFS provides customary transfer agency services to the Portfolio, including the handling of shareholder communications, the processing of shareholder transactions, the maintenance of shareholder account records, the payment of dividends and distributions and related functions. For these services, PMFS receives compensation and is reimbursed for its sub-transfer agent expenses which include an annual fee and certain out-of-pocket expenses including, but not limited to, postage, stationery, printing, allocable communication expenses and other costs.
BNY Mellon Asset Servicing (U.S.) Inc. (BNYAS) serves as sub-transfer agent to the Trust. PMFS has contracted with BNYAS, 301 Bellevue Parkway, Wilmington, Delaware 19809, to provide certain administrative functions to the Transfer Agent. PMFS will compensate BNYAS for such services.
Distribution
Prudential Annuities Distributors, Inc. (PAD) serves as the distributor for the shares of the Portfolio. Each class of shares is offered and redeemed at its net asset value without any sales load. PAD is an affiliate of PI and ASTIS. PAD is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority (FINRA).
Brokerage
For the most recently completed fiscal year, the Portfolio paid the following commissions to affiliated broker dealers:
| Affiliated Broker | Commissions Paid |
| J.P. Morgan Securities, Inc. | $330 |
Shareholder Proposals
The Trust, as a Massachusetts business trust, is not required to hold annual meetings of shareholders and the Trustees do not intend to hold such meetings unless shareholder action is required in accordance with the 1940 Act or the Trust's Declaration of Trust. A shareholder proposal intended to be presented at any meeting of shareholders of the Trust must be received by the Trust at a reasonable time before the Trustees' solicitation relating thereto is made in order to be included in the Trust's proxy statement and form of proxy relating to that meeting and presented at the meeting. The mere submission of a proposal by a shareholder does not
guarantee that the proposal will be included in the proxy statement because certain rules under the federal securities laws must be complied with before inclusion of the proposal is required.
Annual and Semi-Annual Reports
The Trust’s annualreports, semi-annual reports and information statements are sent to shareholders. Only onecopy of areport or information statement, as applicable, may be delivered to multiple shareholders sharing an address unless the Trust receives contrary instructions from one or more of the shareholders. A copy of the Trust’s most recent annualreport, semi-annualreport or information statement may be obtained without charge by writing the Trust at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102 or by calling (800) 778-2255 (toll free).
Shareholder Information
Information on the share ownership of the Portfolio is set forth in Exhibit C to this Information Statement.
Deborah A. Docs
Secretary
Dated: October 30, 2013
EXHIBIT A
ADVANCED SERIES TRUST
AST Academic Strategies Asset Allocation Portfolio
SUBADVISORY AGREEMENT
Agreement made as of this 11th day of September, 2013 between Prudential Investments LLC (PI), a New York limited liability company and AST Investment Services, Inc. (formerly American Skandia Investment Services, Inc.) (AST), a Maryland corporation (together, the Co-Managers), and CoreCommodity Management, LLC, a Delaware limited liability company (CoreCommodity or the Subadviser),
WHEREAS, the Co-Managers have entered into a Management Agreement (the Management Agreement) dated May 1, 2003, with Advanced Series Trust (formerly American Skandia Trust), a Massachusetts business trust (the Trust) and a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), pursuant to which PI and AST act as Co-Managers of the Trust; and
WHEREAS, the Co-Managers, acting pursuant to the Management Agreement, desire to retain the Subadviser to provide investment advisory services to the Trust and one or more of its series as specified in Schedule A hereto (individually and collectively, with the Trust, referred to herein as the Trust) and to manage such portion of the Trust as the Co-Managers shall from time to time direct, and the Subadviser is willing to render such investment advisory services; and
NOW, THEREFORE, the Parties agree as follows:
1. (a) Subject to the supervision of the Co-Managers and the Board of Trustees of the Trust, the Subadviser shall manage such portion of the Trust's portfolio as delegated to the Subadviser by the Co-Managers, including the purchase, retention and disposition thereof, in accordance with the Trust's investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"), and subject to the following understandings:
(i) The Subadviser shall provide supervision of such portion of the Trust's investments as the Co-Managers shall direct, and shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Trust, and what portion of the assets will be invested or held uninvested as cash.
(ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the copies of the Amended and Restated Declaration of Trust of the Trust, the By-laws of the Trust, the Prospectus of the Trust, and the Trust's valuation procedures as provided to it by the Co-Managers (the Trust Documents) and with the instructions and directions of the Co-Managers and of the Board of Trustees of the Trust, co-operate with the Co-Managers' (or their designees') personnel responsible for monitoring the Trust's compliance and will conform to, and comply with, the requirements of the 1940 Act, the Commodity Exchange Act of 1936, as amended (the CEA), the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations. In connection therewith, the Subadviser shall, among other things, prepare and file such reports as are, or may in the future be, required by the Securities and Exchange Commission (the Commission). The Co-Managers shall provide Subadviser timely with copies of any updated Trust Documents.
(iii) The Subadviser shall determine the securities, futures contracts and other instruments to be purchased or sold by such portion of the Trust's portfolio, as applicable, and may place orders with or through such persons, brokers, dealers or futures commission merchants, including any person or entity affiliated with the Subadviser (collectively, Brokers), to carry out the policy with respect to brokerage as set forth in the Trust's Prospectus or as the Board of Trustees may direct in writing from time to time. In providing the Trust with investment supervision, it is recognized that the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by Brokers who may effect or be a party to any such transaction or other transactions to which the Subadviser's other clients may be a party. The Co-Managers (or Subadviser) to the Trust each shall have discretion to effect investment transactions for the Trust through Brokers (including, to the extent legally permissible, Brokers affiliated with the Subadviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Trust to pay any such Brokers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another Broker would have charged for effecting that transaction, if the brokerage or research services provided by such Broker, viewed in light of either that particular investment transaction or the overall responsibilities of the Co-Managers (or the Subadviser) with respect to the Trust and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission. On occasions when the Subadviser deems the purchase or sale of a security, futures contract or other instrument to be in the best interest of the Trust as well as other clients of
the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities, futures contracts or other instruments to be sold or purchased. In such event, allocation of the securities, futures contracts or other instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to such other clients.
(iv) The Subadviser shall maintain all books and records with respect to the Trust's portfolio transactions effected by it as required by Rule 31a-l under the 1940 Act, and shall render to the Trust's Board of Trustees such periodic and special reports as the Trustees may reasonably request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the Trustees or officers or employees of the Trust with respect to any matter discussed herein, including, without limitation, the valuation of the Trust's securities.
(v) The Subadviser or an affiliate shall provide the Trust's Custodian on each business day with information relating to all transactions concerning the portion of the Trust's assets it manages, and shall provide the Co-Managers with such information upon request of the Co-Managers.
(vi) The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, the Subadviser and Co-Managers understand and agree that if the Co-Managers manage the Trust in a "manager-of-managers" style, the Co-Managers will, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Sub adviser recognizes that its services may be terminated or modified pursuant to this process.
(vii) The Subadviser acknowledges that the Co-Managers and the Trust intend to rely on Rule 17a-l0, Rule l0f-3, Rule 12d3-1 and Rule 17e-l under the 1940 Act, and the Subadviser hereby agrees that it shall not consult with any other subadviser to the Trust with respect to transactions in securities for the Trust's portfolio or any other transactions of Trust assets.
(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected. Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such directors, officers or employees.
(c) The Subadviser shall keep the Trust's books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall timely furnish to the Co-Managers all information relating to the Subadviser's services hereunder needed by the Co-Managers to keep the other books and records of the Trust required by Rule 31a-I under the 1940 Act or any successor regulation. The Subadviser agrees that all records which it maintains for the Trust are the property of the Trust, and the Subadviser will tender promptly to the Trust any of such records upon the Trust's request, provided, however, that the Subadviser may retain a copy of such records. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act or any successor regulation any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.
(d)The Subadviser is a commodity trading advisor duly registered with the Commodity Futures Trading Commission (the CFTC) and is a member in good standing of the National Futures Association (the NFA). The Subadviser shall maintain such registration and membership in good standing during the term of this Agreement. Further, the Subadviser agrees to notify the Co-Managers promptly upon (i) a statutory disqualification of the Subadviser under Sections 8a(2) or 8a(3) of the CEA, (ii) a suspension, revocation or limitation of the Subadviser’s commodity trading advisor registration or NFA membership, or (iii) the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which the Subadviser is subject and has been advised it is a target, provided that the Subadviser has not been instructed by such agency or self-regulatory organization not to make any such disclosure.
(e) In connection with its duties under this Agreement, the Subadviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the CEA, the Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations, and applicable rules of any self-regulatory organization.
(f) The Subadviser shall furnish to the Co-Managers copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(d) hereof as the Co-Managers may reasonably request.
(g) The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Trust's portfolio, subject to such reasonable reporting and other requirements as shall be established by the Co-Managers.
(h) The Subadviser acknowledges that it is responsible for evaluating whether market quotations are readily available for the Trust's portfolio investments and whether those market quotations are reliable for purposes of valuing the Trust's portfolio investments and determining the Trust's net asset value per share and promptly notifying the Co-Managers upon the occurrence of any significant event with respect to any of the Trust's portfolio investments in accordance with the requirements of the 1940 Act and any related written guidance from the Commission and the Commission staff. Upon reasonable request from the Co-Managers, the Subadviser (through a qualified person) will assist the valuation committee of the Trust or the Co-Managers in valuing investments of the Trust asmay be required from time to time, including making available information of which theSubadviserhas knowledgerelatedto theinvestmentsbeing valued.
2.TheCo-Managersshall continue to haveresponsibility forallservicesto be provided to the Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under thisAgreement. TheCo-Managersshallprovide (or cause theTrust'scustodian to provide) timely information to the Subadviser regardingsuchmattersasthe composition of assets in the portion of the Trust managed by the Subadviser, cash requirements and cash available for investment in such portion of the Trust,andall other information as maybereasonably necessary for the Subadviserto perform its duties hereunder (including any excerptsofminutes of meetings of the Board of Trusteesofthe Trust thataffectthe duties of the Subadviser).
3. Forthe services providedpursuantto thisAgreement,theCo-Managersshall pay theSubadviserasfull compensationtherefor, a fee equal tothepercentageofthe Trust'saveragedaily netassetsof the portion of the Trust managed bytheSubadviserasdescribed in the attached Schedule A.Liabilityfor payment of compensation by the Co-Managers to the Subadviserunderthis Agreement is contingent upon the Co-Managers' receipt of payment fromtheTrust for managementservicesdescribed under the Management Agreement between the Fundandthe Co-Managers. Expense caps or feewaiversfor theTrust thatmay beagreedto by the Co-Managers, but not agreed to by the Subadviser,shallnot cause a reduction in the amount of the paymenttothe Subadviser by the Co-Managers.
4.The Subadviser shall not be liable for any errorof judgment or for any loss suffered by the Trust or the Co-Managers inconnection withthe matters towhichthis Agreement relates, exceptaloss resulting fromwillfulmisfeasance, badfaithor gross negligence on the Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under thisAgreement,provided, however, that nothing in this Agreement shall be deemed to waive any rights theCo-Managersor the Trust may haveagainstthe Subadviser under federal or state securities laws.TheCo-Managers shall indemnify the Subadviser, its affiliated persons,itsofficers, directors andemployees,for any liability and expenses, includingattorneys'fees,whichmay be sustained asaresult oftheCo-Managers'willfulmisfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violationof applicablelaw, including, without limitation, the 1940Actand federalandstate securities laws.The Subadviser shall indemnifythe Co-Managers, their affiliated persons, their officers, directorsandemployees, for any liabilityandexpenses, including attorneys' fees,whichmay be sustained asaresult of the Subadviser's willful misfeasance, bad faith, gross negligence,orreckless disregard of its duties hereunder or violation ofapplicablelaw, including, without limitation,the 1940Act andfederaland statesecurities laws.
5. This Agreementshall continuein effectfor aperiod of more than two years from the date hereof onlysolong as suchcontinuanceisspecificallyapproved at leastannuallyin conformity with the requirements of the 1940 Act;provided,however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trusteesofthe Trustorby vote ofamajority of the outstanding voting securities(asdefined in the 1940 Act)of theFund, or by the Co-Managers or the Subadviser at any time,withoutthe payment ofanypenalty,on not more than60days' nor lessthan30 days'written noticetothe other party. ThisAgreement shallterminate automatically in the event of itsassignment(as defined in the1940Act) or upon theterminationof the Management Agreement. The Subadviseragreesthat itwillpromptly notify the Trustandthe Co-Managers of the occurrence of anyeventthat would result in theassignment(as defined in the 1940 Act) of this Agreement, including, but not limited to,a changeof control (asdefinedin the 1940 Act) of the Subadviser.
Any notice or other communication required to be given pursuant to this Agreementshallbe deemed dulygivenif delivered or mailed by registered mail, postage prepaid, (1) to the Co-Managers at Gateway Center Three, 100 Mulberry Street,4thFloor,Newark, NJ 07102-4077,Attention: Secretary (for PI) and One Corporate Drive, Shelton, Connecticut, 06484, Attention: Secretary (for AST); (2) to theTrust atGatewayCenterThree, 100 MulberryStreet,4th Floor, Newark, NJ 07102-4077, Attention: Secretary; or (3) to theSubadviser atCoreCommodity Management,LLC,One Station Place, Three North,Stamford, CT06902, Attention: GeneralCounsel.
6. Nothingin thisAgreementshalllimit orrestrictthe right ofanyof theSubadviser'sdirectors, officers or employees who may alsobea Trustee,officeror employee of the Trust to engage in any other business or to devote his or her time and attentioninpart to the managementorother aspects of any business, whether of a similar or a dissimilar nature,norlimit orrestrictthe Subadviser's right toengageinany otherbusiness or to renderservicesofany kindto any othercorporation,firm, individualor association.
7. During thetermof thisAgreement,theCo-Managers agreeto furnish the Subadviseratits principal office all prospectuses, proxystatements, andreports to shareholders whichreferto the Subadviser inanyway, prior to use thereof and not to use material if the
Subadviserreasonably objects in writingfivebusiness days(orsuch other time as may bemutuallyagreed)afterreceiptthereof.During the term of this Agreement, the Co-Managers also agree to furnish theSubadviser,upon request,representativesamples of marketing and sales literature orothermaterial prepared for distribution toshareholdersof the Trust or the public,which makereference to theSubadviser.TheCo-Managers further agreeto prospectively make reasonable changestosuch materials upon the Subadviser's written request,andto implement those changes in the nextregularlyscheduled productionofthose materials. All suchprospectuses, proxy statements,repliestoshareholders,marketing andsalesliterature or other material preparedfor distributionto shareholders of the Trustorthe public which make reference to the Subadviser may befurnishedto the Subadviser hereunder byelectronicmail, first-classorovernight mail,facsimiletransmission equipment or hand delivery.
8.This Agreement may beamendedby mutualconsent,but the consent of theTrustmust be obtainedinconformitywiththerequirementsofthe1940Act.
9. This Agreement shall begovernedby the laws of theState ofNew York.
10. Any question of interpretation ofany termor provision of this Agreement havinga counterpartor otherwise derived fromaterm or provision of the 1940Act,shallbe resolved by referencetosuch termorprovision of the 1940 Actandto interpretations thereof,if any,by theUnitedStates courts or, in the absence of any controlling decision of any suchcourt,by rules,regulations or ordersof the Commission issued pursuanttothe 1940Act.In addition, where the effect of a requirement of the 1940Act,reflectedin anyprovision of thisAgreement,isrelatedbyrules,regulation or orderofthe Commission,suchprovisionshallbe deemed to incorporate the effect of such rule,regulationor order.
INWITNESS WHEREOF, the Parties hereto have causedthis instrumenttobeexecuted by their officers designatedbelowas of the day and year firstabovewritten.
PRUDENTIALINVESTMENTS LLC
By:/s/Timothy S.Cronin
Name: Timothy S.Cronin
Title: Senior Vice President
AST INVESTMENT SERVICES, INC.
By:/s/Timothy S.Cronin
Name: Timothy S. Cronin
Title: President
CORECOMMODITY MANAGEMENT,LLC
By:/s/ Adam De Chiara
Name: Adam De Chiara
Title: Co-President
SCHEDULE A
ADVANCED SERIES TRUST
As compensation for services provided by CoreCommodity Management,LLC, Prudential Investments LLC and AST Investment Services, Inc. (formerly American Skandia Investment Services,Inc.) will pay CoreCommodity Management, LLC an advisory fee on the netassets managed by CoreCommodity Management, LLC that is equal, on an annualized basis, to the following:
Portfolio Name:
AST Academic Strategies Asset Allocation
Advisory Fee:
0.60% of average daily net assets to $750 million;
0.55% of average daily net assets from $750 million to $1 billion; and
0.50% of average daily net assets exceeding $1 billion
Dated as of: September 11, 2013
EXHIBIT B
MANAGEMENT OF THE SUBADVISER
Core Management, LLC
Core provides professional asset management services to investors seeking exposure to commodities. As of August 31, 2013, Core manages in excess of $5 billion in assets (measured at notional value for managed accounts and net asset value for pooled vehicles) in our commodity strategies on behalf of a global investor base of prominent institutional investors.
Core is an investment adviser registered with the Securities and Exchange Commission, a Commodity Trading Advisor (CTA) and Commodity Pool Operator (CPO) registered with the Commodity Futures Trading Commission and a member of the National Futures Association.
Core’s address is The Metro Center, One Station Place, Three South, Stamford, CT 06902.Additional information relating to the management of Core and other funds managed by Core is set forth in Exhibit B.
The table below lists the name, address, and position for Core’s principal executive officer and each director:
| Name & Address | Position |
| Adam DeChiara | Co-President |
| Bradford Klein | Co-President |
* The principal mailing address of each such person is The Metro Center, One Station Place, Three South, Stamford, CT 06902.
COMPARABLE FUNDS FOR WHICH CORE SERVES AS ADVISER AND/OR SUBADVISER
The following table lists certain information regarding comparable funds to which Core provides investment advisory services, other than the Funds:
| Fund | Net Assets (as of 6/30/2013) | Fee Paid to Core |
| Prudential Real Assets Fund | $9,490,374* | $42,932** |
*Subadviser manages a sleeve of the Fund, and the number shown represents the notional value of the sleeve.
**For most recently completed fiscal year.
EXHIBIT C
SHAREHOLDER INFORMATION
As of October 18, 2013, the Trustees and officers of AST, as a group, owned less than 1% of the outstanding shares of the Portfolio.
As of October 18, 2013, the owners, directly or indirectly, of more than 5% of the outstanding shares of any share class of the Portfolio were as follows:
| Shareholder Name | Registration | Shares/Percentage |
Pruco Life Insurance Company Plaz Annuity | Attn: Separate Accounts, 7th Floor 213 Washington Street Newark, NJ 07102 | 343,923,617/53.52% |
| Pru Annuity Distributor Inc. | Attn: Separate Accounts, 7th Floor 213 Washington St Newark, NJ 07102 | 267,111,455/41.57% |