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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ASTASIS
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
September 25, 2014
To the Shareholders:
On January 22-23, 2014, at a meeting of the Board of Trustees of Advanced Series Trust (AST or the Trust), the trustees approved a new subadvisory agreement with Western Asset Management Company (WAMCO) and Western Asset Management Company Limited (WAML, and together with WAMCO, Western Asset), appointing Western Asset as a subadviser for the new macro opportunities sleeve of 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 to the Portfolio (collectively, the Manager), have entered into a new subadvisory agreement with Western Asset, dated and effective June 9, 2014 (the Subadvisory Agreement). The investment management agreement relating to the Portfolio will not change as a result of the Subadvisory Agreement with Western Asset. The fees and expenses paid by the Portfolio did not change as a result of the Subadvisory Agreement.
This information statement describes the circumstances surrounding the Board of 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 Subadvisory Agreement with Western Asset.
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.
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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
September 25, 2014
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 (the 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 agreements 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” 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 Portfolio.
The Manager has entered into a new subadvisory agreement with Western Asset Management Company (WAMCO) and Western Asset Management Company Limited (WAML, and together with WAMCO, Western Asset or the Subadviser) on behalf of the Portfolio, dated and effective June 9, 2014 (the Subadvisory Agreement) for a new macro opportunities sleeve of the Portfolio (the Macro Opportunities Sleeve). The investment objective of the Portfolio has not changed. The Subadvisory Agreement with Western Asset for the Portfolio does not affect the other Portfolio subadvisers, which are:
AlphaSimplex Group, LLC (AlphaSimplex)
AQR Capital Management, LLC (AQR)
CNH Partners, LLC (CNH)
CoreCommodity Management, LLC (CoreCommodity)
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)
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 19, 2014.
The Portfolio will pay for the costs associated with preparing and distributing this information statement. This information statement will be mailed on or about October 3, 2014 to shareholders investing in the Portfolio as of July 15, 2014.
THIS IS NOT A PROXY STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
___________________________
1SeeNotice of Application (Release No. IC – 22139)(Aug. 13, 1996) and Order (Release No. IC – 22215)(Sept. 11, 1996).
NEW SUBADVISORY AGREEMENT
Approval of the Subadvisory Agreement
As required by the 1940 Act, the Board considered the Subadvisory Agreement among PI, ASTIS andWestern Asset for a new Macro Opportunities Sleeve of the Portfolio. The Board, including all of the Independent Trustees, met on January 22-23, 2014 (the Board Meeting) and approved the Subadvisory Agreement for an initial two year period, after concluding that approval of the Subadvisory Agreement was in the best interests of the Portfolio and its beneficial shareholders.
In advance of the Board Meeting, the Board requested and received materials relating to the Subadvisory Agreement, and had the opportunity to ask questions and request further information in connection with its consideration.
In approving the 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 Western Asset; comparable performance information; the fees paid by the Manager to Western Asset; the potential for economies of scale that may be shared with the Portfolio and its shareholders; and other benefits to Western Asset. In connection with its deliberations, the Board considered information provided by the Manager and Western Asset at or in advance of the Board Meeting. In its deliberations, the Board did not identify any single factor which alone was responsible for the Board’s decision to approve the Subadvisory Agreement with respect to the Portfolio.
The Board determined that the overall arrangements between the Manager and Western Asset are appropriate in light of the services to be performed and the fee arrangement under the 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 the Board’s approval of the Subadvisory Agreement are separately discussed below.
Nature, Quality and Extent of Services
The Board received and considered information regarding the nature and extent of services to be provided to the Portfolio by Western Asset under the proposed Subadvisory Agreement, noting that the nature and extent of services under the existing subadvisory agreements with the Portfolio’s current subadvisers and those to be provided by Western Asset under the proposed Subadvisory Agreement were generally similar in that Western Asset and those subadvisers were required to provide day-to-day portfolio management services and comply with all portfolio policies and applicable rules and regulations. The Board also noted that Western Asset provides subadvisory services to other AST portfolios.
With respect to the quality of services, the Board considered, among other things, the background and experience of the portfolio managers of Western Asset. The Board was also provided with information pertaining to the organizational structure, senior management, investment operations, and other relevant information pertaining to Western Asset. The Board noted that it received favorable compliance reports from AST’s Chief Compliance Officer as to Western Asset.
The Board concluded that, based on the nature of the proposed services to be rendered, the background information that it reviewed about Western Asset, and its experience with Western Asset with respect to other AST portfolios, it was reasonable to expect that it would be satisfied with the nature, extent and quality of investment subadvisory services to be provided to the Portfolio by Western Asset.
Performance
Because the Macro Opportunities Sleeve had not yet been implemented, no investment performance information for the Macro Opportunities Sleeve existed for the Board to review. The Board, however, received and considered information regarding the investment performanceof other accounts managed by Western Asset with similar investment strategies as the investment strategy proposed for the Macro Opportunities Sleeve of the Portfolio. The Board concluded that it was satisfied with the performance of Western Asset.
Fee Rates
The Board considered the proposed subadvisory fee rates to be paid by the Manager to Western Asset under the Subadvisory Agreement. The Board noted that there will not be a material increase in the net investment management fee directly retained by the Manager, as compared to the subadvisory fees currently paid on the Portfolio, as a result of the subadvisory fee waiver by Western Asset. The Board noted that it would review the management fee paid to the Manager by the Portfolio and the subadvisory fees paid by the Manager to Western Asset in connection with future annual reviews of advisory agreements. The Board concluded that the proposed subadvisory fee was reasonable.
Profitability
Because the engagement of Western Asset is new, there was no historical profitability information with respect to the proposed subadvisory arrangement for the Portfolio. As a result, the Board did not consider this factor. The Board noted that it would consider profitability information as part of future annual reviews of advisory agreements.
Economies of Scale
The Board noted that the proposed subadvisory fee schedule for the Macro Opportunities Sleeve of the Portfolio contained a lower fee rate if assets were greater than a set net asset level. The Board noted that it would consider economies of scale in connection with the annual reviews of advisory agreements.
Other Benefits to Western Asset
The Board considered potential “fall-out” or ancillary benefits anticipated to be received by Western Asset in connection with the Portfolio. The Board concluded that any potential benefits to be derived by Western Asset were similar to benefits derived by Western Asset in connection with their management of the other AST portfolios, which are reviewed on an annual basis. The Board also concluded that any potential benefits to be derived by Western Asset were consistent with those generally derived by other subadvisers to other portfolios of AST, and that those benefits are reviewed on an annual basis. The Board noted that it also considered these factors in connection with the renewal of the advisory agreements for the other AST portfolios for which Western Asset provides subadvisory services at the June 11-12, 2013 Board meeting. The Board concluded that any potential benefits to be derived by Western Asset included potential access to additional research resources, larger assets under management and reputational benefits, which were consistent with those generally derived by subadvisers to mutual funds. The Board noted that it would review ancillary benefits in connection with future annual reviews of advisory agreements.
***
After full consideration of these factors, the Board concluded that approving the Subadvisory Agreement was in the best interests of the Portfolio and its beneficial shareholders.
The Subadvisory Agreement is attached as Exhibit A
Information about Western Asset
Western Asset Management Company (WAMCO) and Western Asset Management Company Limited (WAML). WAMCO, established in 1971 and now a wholly owned subsidiary of Legg Mason, Inc., acts as investment adviser to institutional accounts, such as corporate pension plans, mutual funds and endowment funds. Total assets under management by WAMCO and its supervised affiliates were approximately $462.1 billion as of July 31, 2014. WAMCO's address is 385 East Colorado Boulevard, Pasadena, California 91101. WAML, a wholly owned subsidiary of Legg Mason, Inc., acts as investment adviser to institutional accounts, such as corporate pension plans, mutual funds and endowment funds. WAML is located at 10 Exchange Place, London, England. Additional information relating to the management of Western Asset and other funds managed by Western Asset is set forth in Exhibit B.
Terms of the Subadvisory Agreements
Under the Subadvisory Agreement, Western Asset is compensated by the Manager (and not the Portfolio) for the assets it manages in the Macro Opportunities Sleeve at the following annual subadvisory fee rate:
| Portfolio | New Subadvisory Fee* | Subadvisory Fees paid for the most recently completed fiscal year |
| AST Academic Strategies Asset Allocation Portfolio | 0.60% of average daily net assets to $100 million; 0.40% of average daily net assets over $100 million (Macro Opportunities sleeve only) | N/A |
* For purposes of calculating the subadvisory fee, the assets managed by WAML in the AST Academic Strategies Asset Allocation Portfolio will be aggregated with the assets managed by WAMCO in the AST Academic Strategies Asset Allocation Portfolio.
The Subadvisory Agreement provides that subject to the supervision of the Manager and the Board, Western Asset is responsible for managing the investment operations of the new Macro Opportunities Sleeve of the Portfolio and for making investment decisions and placing orders to purchase and sell securities for such Macro Opportunities Sleeve, 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, Western Asset 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 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 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 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 Subadvisory Agreement may be terminated at any time by Western Asset or the Manager on not more than 60 days’ nor less than 30 days’ written notice to the other party to the Subadvisory Agreement.
The 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, Western Asset will not be liable for any act or omission in connection with its activities as subadviser for the Portfolio.
Information about Other Subadvisers and Subadvisory Agreements
Western Asset 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 19, 2014.
The subadvisory agreements with the other subadvisers of the Portfolio, which are not affected by the Subadvisory Agreement with Western Asset, provide for compensation as shown in the table below:
| Subadviser | Fee Rate | Subadvisory Fees paid for the most recently completed fiscal year |
| Pacific Investment Management Company LLC* |
0.25% of average daily net assets (Applies to Inflation-Indexed Securities assets only) |
$ 478,101 |
| Pacific Investment Management Company LLC* |
0.25% of average daily net assets (Applies to International Fixed income (Un-Hedged) assets only) |
$ 854,699 |
Western Asset Management Company—Western Asset Management Company Limited |
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)
|
$ 843,983 |
Quantitative Management Associates LLC** |
0.075% of average daily net assets of entire Portfolio |
$5,940,664 |
Quantitative Management Associates LLC** |
1.00% of average daily net assets attributable to Long/Short Market Neutral investment category |
$1,511,586 |
Jennison Associates LLC |
0.60% of average daily net assets to $100 million; 0.55% of average daily net assets over $100 million (Fee applies only to assets attributable to Global Infrastructure investment category) |
$ 2,255,317 |
CoreCommodity Management, LLC |
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) |
$ 2,073,760 |
J.P. Morgan Investment Management, Inc. |
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) |
$ 1,120,617 |
AlphaSimplex Group, LLC |
0.80% of average daily net assets to $100 million; 0.65% of average daily net assets over $100 million |
$ 867,654 |
First Quadrant, L.P.*** |
0.90% of average daily net assets
|
$ 1,556,961 |
First Quadrant, L.P.*** |
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) |
$ 1,001,948 |
AQR Capital Management, LLC/CNH Partners, LLC |
1.00% of average daily net assets to $100 million; 0.90% of average daily net assets over $100 million (Diversified Arbitrage segment only) |
$ 2,349,191 |
*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.
**The Investment Managers will pay QMA a fee for providing additional advisory services as agreed to between the Investment Managers and QMA, including but not limited to asset allocation advice (Additional Services). QMA has agreed to a voluntary subadvisory fee waiver arrangement (the QMA Waiver) that applies to the assets of the following Portfolios of the Advanced Series Trust subadvised by QMA: AST QMA Large-Cap Portfolio, AST QMA US Equity Alpha Portfolio, AST Academic Strategies Asset Allocation Portfolio (market neutral sleeve), AST QMA Emerging Markets Equity Portfolio, and AST Prudential Growth Allocation Portfolio ( the “Five Portfolios”). The QMA Waiver discounts QMA’s combined subadvisory revenue that it receives with respect to the assets it manages in the Five Portfolios. The size of the revenue discount varies depending on the amount of such combined annual subadvisory revenue. The Investment Managers have agreed, with respect to the AST QMA Large-Cap Portfolio, to waive two-thirds of any incremental increase in their net management fee as a result of the QMA Waiver.
***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.
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 July 31, 2014, 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 $244.9 billion. As of July 31, 2014, ASTIS served as the ##soft-page## manager or co-manager to open-end investment companies and with aggregate assets of approximately $136 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 reviews the performance of the subadvisers and makes 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 19, 2014.
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 12/31/13 |
| 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 | $55,967,368 |
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 Western Asset.
| 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 Western Asset.
| Name | Position with ASTIS | 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 |
| Chad A. Earnst | 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 |
| Sadiq Peshimam | 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. | $24 |
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 ##soft-page## 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 annual reports, semi-annual reports and information statements are sent to shareholders. Only one copy of a report 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 annual report, semi-annual report 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: September 25, 2014
ADVANCED SERIES tRUST
aSTAcademic Strategies Asset Allocation Portfolio
Amended and Restated Subadvisory Agreement
Amended and Restated Agreement made as of this 9th day of June, 2014, 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 Western Asset Management Company (WAMCO) and Western Asset Management Company Limited (WAML) (together the “Subadviser”).
WHEREAS, the Co-Managers have entered into a Management Agreement (the Management Agreement) dated May 1, 2003, as amended, 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 AST Academic Strategies Asset Allocation Portfolio (the Portfolio) and to manage the portion of the Portfolio retained by the Subadviser for management, 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 the Portfolio, 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) WAMCO may allocate some, all, or none of the assets of the Portfolio to itself or WAML, for management by WAML pursuant to the WAML Agreement or for management by WAMCO pursuant to this Agreement. WAMCO acknowledges that WAMCO (and not the Co-Managers) shall be responsible for allocating Portfolio assets between WAMCO and WAML, and for ensuring that all of the Portfolio’s assets are being managed either by WAMCO or WAML. The portion of the assets managed by the Subadviser shall be referred to as the Subadviser Assets, and the portion of the assets managed by WAML shall be referred to as the WAML Assets. The Subadviser shall provide supervision of the Subadviser Assets, and shall determine from time to time what investments and securities will be purchased, retained, sold, or loaned by the Portfolio, and what portion of the Subadviser 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 Second Amended and Restated Declaration of Trust of the Trust, the By-laws of the Trust, and the Prospectus of the Trust 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, cooperate 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 for the Subadviser Assets, and may place orders with or through such persons, brokers, dealers or futures commission merchants (including but not limited to any broker or dealer affiliated with the Co-Managers or the Subadviser) to carry out the policy with respect to brokerage as set forth in the Trust’s Prospectus or as the Board of Trustees of the Trust 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 best execution. Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants 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 broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Co-Managers or 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 broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, 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 or futures contract 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 or futures contracts to be sold or purchased. In such event, allocation of the securities or futures contracts 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 subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 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 use reasonable efforts to make reasonably available its employees and officers for consultation during Subadviser’s normal business hours 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 Subadviser Assets, 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 Subadviser 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-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 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 Portfolio or any other transactions of Trust assets (provided, however, that the Subadviser and WAML may consult with each other).
(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-1 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 surrender 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 Manager 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 or has been advised it is a target.
(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 Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations.
(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 included in the Subadviser Assets, 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. The Subadviser will make such determination using information available to the Subadviser including but not limited to the number of broker-dealers making a market in the security, the availability of prices from commercial pricing vendors with which the Subadviser has contracted or the availability of pricing available from broker-dealers with which the Subadviser transacts. The Subadviser will use its best efforts to monitor and communicate significant events to the Manager that could have a material impact on the valuation of securities held in the Trusts’ portfolio investments. 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 securities of the Trust as may be required from time to time, including making available information of which the Subadviser has knowledge related to the securities being valued.
(i) 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. Subject to the Subadviser’s responsibility to the Portfolio, the Co-Managers agree that the Subadviser may give advice or exercise investment responsibility and take such other action with respect to other individuals or entities that may differ from advice given to the Portfolio. The Co-Managers acknowledge that the Subadviser, or its agent, or employees or any of the accounts Subadviser advises may, at any time, hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Portfolio may or may not have an interest from time to time, whether such transactions involve the Portfolio or otherwise.
(j) The Subadviser may execute on behalf of the Trust certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment related agreements and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement.
(k) The Co-Managers acknowledge receipt of the Subadviser’s Form-ADV Part II at least 48 hours prior to the execution of this Agreement.
2. The Co-Managers shall continue to have responsibility for all services to 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 this Agreement. The Co-Managers shall provide (or cause the Trust’s Custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the Portfolio, cash requirements and cash available for investment in the Portfolio, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Trust that affect the duties of the Subadviser).
3. For the services provided pursuant to this Agreement and the WAML Agreement, the Co-Managers shall pay the Subadviser and WAML as full compensation therefor, a fee equal to the percentage of the Portfolio’s average daily net assets as described in the attached Schedule A. Liability for payment of compensation by the Co-Managers to the Subadviser under this Agreement and to WAML under the WAML Agreement is contingent upon the Co-Managers’ receipt of payment from the Trust for management services described under the Management Agreement between the Trust and the Co-Managers. Expense caps or fee waivers for the Trust that may be agreed to by the Co-Managers, but not agreed to by the Subadviser or WAML, shall not cause a reduction in the amount of the payment to the Subadviser or WAML by the Co-Managers. The Subadviser agrees and acknowledges that if the Co-Managers pay the entire amount of the subadvisory fee contemplated under Schedule A to this Agreement to WAMCO, then: (i) WAMCO (and not the Co-Managers) shall be responsible for paying any and all compensation to WAML for WAML’s management of the WAML Assets and (ii) the Co-Managers shall have no liability whatsoever to Subadviser or WAML or any other entity affiliated with Subadviser or WAML for any fees or expenses arising out of or relating to WAML’s management of the WAML Assets.
4. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Co-Managers in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser’s part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Co-Managers or the Trust may have against the Subadviser under federal or state securities laws. The Co-Managers shall indemnify the Subadviser, its affiliated persons, ##soft-page## its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of the Co-Managers’ willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Co-Managers, their affiliated persons, their officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.
The Co-Managers acknowledge and agree that Subadviser makes no warranty, expressed or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private.
5. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in 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 Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Portfolio, or by the Co-Managers or the Subadviser at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it will promptly notify the Trust and the Co-Managers of the occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change of control (as defined in the 1940 Act) of the Subadviser.
Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Co-Managers at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary (for PI) and One Corporate Drive, Shelton, Connecticut, 06484, Attention: Secretary (for AST); (2) to the Trust at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 385 East Colorado Boulevard, Pasadena, California 91101, Attention: Legal Department.
6. Nothing in this Agreement shall limit or restrict the right of any of the Subadviser’s directors, officers or employees who may also be a Trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser’s right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.
7. During the term of this Agreement, the Co-Managers agree to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.
8. This Agreement may be amended by mutual consent, but the consent of the Trust must be obtained in conformity with the requirements of the 1940 Act.
9. This Agreement shall be governed by the laws of the State of New York.
10. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS HEREOF, AST Investment Services, Inc., Prudential Investments LLC, and Western Asset Management Company have duly executed this Amendment as of the date and year first written above.
AST INVESTMENT Services, Inc.
By:/s/ Bradley Tobin
Name:Bradley Tobin
Title:Vice President, Investment Management
PRUDENTIAL INVESTMENTS LLC
By:/s/ Bradley Tobin
Name:Bradley Tobin
Title:Vice President, Investment Management
WESTERN ASSET MANAGEMENT COMPANY
By:/s/ Steven K. Puodziunas
Name:Steven K. Puodziunas
Title:Head of Client Service & Marketing Support
WESTERN ASSET MANAGEMENT COMPANY LIMITED
By:/s/ James J. Flick
Name:James J. Flick
Title:Director of Global Client Service and Marketing
Effective Date as Revised: June 9, 2014
SCHEDULE A
Advanced Series Trust
AST Academic Strategies Asset Allocation Portfolio
As compensation for services provided by Western Asset Management Company (WAMCO) and Western Asset Management Company Limited (WAML) (together, the “Subadviser”), Prudential Investments LLC and AST Investment Services, Inc. will pay the Subadviser an advisory fee on the Portfolio’s net assets that is equal, on an annualized basis, to the following:
| Portfolio Investment Category | Advisory Fee* |
| Emerging Markets Bond | 0.40% of average daily net assets to $100 million; 0.20% of average daily net assets over $100 million |
| Macro Opportunities | 0.60% of average daily net assets to $100 million; 0.40% of average daily net assets over $100 million |
* For purposes of calculating the subadvisory fee, the assets managed by WAML in the AST Academic Strategies Asset Allocation Portfolio will be aggregated with the assets managed by WAMCO in the AST Academic Strategies Asset Allocation Portfolio.
Effective Date as Revised: June 9, 2014
MANAGEMENT OF THE SUBADVISERS
Western Asset Management Company (WAMCO) and Western Asset Management Company Limited (WAML).
WAMCO established in 1971 and now a wholly owned subsidiary of Legg Mason, Inc., acts as investment adviser to institutional accounts, such as corporate pension plans, mutual funds and endowment funds. Total assets under management by WAMCO and its supervised affiliates were approximately $468.9 billion as of June 30, 2014. WAMCO's address is 385 East Colorado Boulevard, Pasadena, California 91101. WAML, a wholly owned subsidiary of Legg Mason, Inc., acts as investment adviser to institutional accounts, such as corporate pension plans, mutual funds and endowment funds. WAML is located at 10 Exchange Place, London, England.
The table below lists the name, address, and position for WAMCO’s principal executive officer and each director:
| Name & Address | Position |
| F Barry Bilson | Director |
| James W. Hirschmann | Chief Executive Officer and President |
| Jeffrey A. Nattans | Director |
| Bruce D. Alberts | Chief Financial Officer |
| Brett B. Canon | Director of Risk Management & Operations |
| James J. Flick | Director of Global Client Service & Marketing |
| Daniel E. Giddings | Assistant Secretary; Manager, International Legal & Compliance |
| Gavin L. James | Director of Global Portfolio Operations |
| Charles A. Ruys de Perez | General Counsel and Secretary; Head of Legal & Compliance |
* The principal mailing address of each such person is 385 East Colorado Boulevard, Pasadena, California 91101.
The table below lists the name, address, and position for WAML’s principal executive officer and each director:
| Name & Address | Position |
| Thomas Merchant | Director |
| Charles A. Ruys de Perez | General Counsel and Secretary; Head of Legal & Compliance |
| Michael B. Zelouf | Director of London Operations |
| Kate Blackledge | Secretary |
* The principal mailing address of each such person is 10 Exchange Place, London, England.
COMPARABLE FUNDS FOR WHICH WAMCO OR WAML SERVE AS ADVISER AND/OR SUBADVISER
The following table lists certain information regarding comparable funds to which WAMCO and WAML provide investment advisory services, other than the Academic Strategies Portfolio:
| Fund | Net Assets (as of 7/31/2014) | Fee Paid to WAMCO/WAML |
Western Asset Macro Opportunities Fund
| $213,364,900 | 1.15% on net assets |
SHAREHOLDER INFORMATION
As of August 29, 2014, the Trustees and officers of AST, as a group, owned less than 1% of the outstanding shares of the Portfolio.
As of August 29, 2014, the owners, directly or indirectly, of more than 5% of the outstanding shares of any share class of the Portfolio were as follows:
| Portfolio Name | Shareholder Name | Registration | Shares/Percentage |
AST Academic Strategies Asset Allocation Portfolio
| Pruco Life Insurance Company PLAZ Annuity | Attn Separate Accounts –7th 213 Washington St Newark, NJ 07102 | 323,425,529 / 54.71% |
| Pru Annuity Distributor Inc | Attn Separate Accounts –7th
| 237,217,383 / 40.13% | |
| Pruco Life Insurance Company PLNJ Annuity | Attn Separate Accounts –7th 213 Washington St Newark, NJ 07102 | 29,957,630 / 5.07% |
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