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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| ADVANCED SERIES TRUST | |
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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 Boston Partners Large-Cap Value Portfolio
(formerly, AST Jennison Large-Cap Value Portfolio)
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
INFORMATION STATEMENT
December 18, 2014
To the Shareholders:
On June 18-19, 2014, at a regular meeting of the Board of Trustees of Advanced Series Trust (AST or the Trust), the trustees approved a new subadvisory agreement, terminating a previous subadvisory agreement, and changing the name of the AST Jennison Large-Cap Value Portfolio (the Portfolio). Effective November 24, 2014, Robeco Investment Management, Inc., d/b/a Boston Partners (Boston Partners or the Subadviser) became the new subadviser to the Portfolio and the Portfolio’s name was changed to AST Boston Partners Large-Cap Value Portfolio.
Prudential Investments LLC (PI) and AST Investment Services, Inc. (ASTIS), as the investment managers of the Portfolio (collectively, the Manager), have: (i) entered into a new subadvisory agreement with Boston Partners relating to the Portfolio (the New Subadvisory Agreement); and (ii) terminated the subadvisory agreement with Jennison Associates LLC (Jennison) relating to the Portfolio. The investment management agreement relating to the Portfolio will not change as a result of Boston Partners’ replacement of Jennison as subadviser for the Portfolio.
This information statement describes the circumstances surrounding the Board of Trustees’ approval of the New 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 Boston Partners’ replacement of Jennison as subadviser for the Portfolio.
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.
ASTBPIS
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 Boston Partners Large-Cap Value Portfolio
(formerly, AST Jennison Large-Cap Value Portfolio)
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
INFORMATION STATEMENT
December 18, 2014
This information statement is being furnished in lieu of a proxy statement to beneficial shareholders of the AST Boston Partners Large-Cap Value Portfolio, formerly known as the AST Jennison Large-Cap Value 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.
This information statement relates to the approval by the Board of a new subadvisory agreement for the Portfolio (the New Subadvisory Agreement). At a meeting of the Board held on June 18-19, 2014 (the Meeting), the Board, including a majority of the Trustees who were not parties to the New Subadvisory Agreement and were not interested persons of those parties, as defined in the 1940 Act (the Independent Trustees), unanimously approved: (i) a New Subadvisory Agreement between the Manager and Robeco Investment Management, Inc., d/b/a Boston Partners (Boston Partners or the Subadviser) with respect to the Portfolio; (ii) the termination of the previous subadvisory agreement between the Manager and Jennison Associates LLC (Jennison) with respect to the Portfolio (the Prior Subadvisory Agreement). This revised subadvisory arrangement became effective as of November 24, 2014. Boston Partners is currently the sole subadviser for the Portfolio. The investment management agreement relating to the Portfolio will not change as a result of Boston Partners’ replacement of Jennison as subadviser for the Portfolio.
The Portfolio will pay for the costs associated with preparing and distributing this information statement. This information statement will be mailed on or about December 29, 2014 to shareholders investing in the Portfolio as of November 24, 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.
[1]SeeNotice of Application (Release No. IC – 22139)(Aug. 13, 1996) and Order (Release No. IC – 22215)(Sept. 11, 1996).
NEW SUBADVISORY AGREEMENT
Approval of the New Subadvisory Agreement
As required by the 1940 Act, the Board of AST considered the New Subadvisory Agreement among PI, ASTIS and Boston Partners for the Portfolio. The New Subadvisory Agreement relates to the appointment of Boston Partners to replace Jennison as the new subadviser for the Portfolio. The Board, including all of the Independent Trustees, met at the Meeting and approved the New Subadvisory Agreement for an initial two year period and changing the name of the Portfolio to the AST Boston Partners Large-Cap Value Portfolio, after concluding that approval of the New Subadvisory Agreement was in the best interests of the Portfolio and its beneficial 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 consideration.
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 Boston Partners; comparable performance information; the fees paid by the Manager to Boston Partners; the potential for economies of scale that may be shared with the Portfolio and its shareholders; and other benefits to Boston Partners. In connection with its deliberations, the Board considered information provided by the Manager and Boston Partners at or in advance of the Meeting. 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 Boston Partners are appropriate in light of the services to be performed and the fee arrangement 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 the Board’s reaching its determinations to approve the New 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 provided to the Portfolio by Jennison under the Prior Subadvisory Agreement and those that would be provided by Boston Partners under the New Subadvisory Agreement, noting that the nature and extent of services under the existing and new agreements were generally similar in that Jennison and Boston Partners were each required to provide day-to-day portfolio management services and comply with all Portfolio policies and applicable rules and regulations.
With respect to the quality of services, the Board considered, among other things, the background and experience of the portfolio managers of Boston Partners. The Board was also provided with information pertaining to the organizational structure, senior management, investment operations, and other relevant information pertaining to Boston Partners. The Board noted that it received a favorable compliance report from AST’s Chief Compliance Officer as to Boston Partners.
The Board concluded that, based on the nature of the proposed services to be rendered and the background information that it reviewed about Boston Partners, 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 Boston Partners.
Performance
The Board received and considered information regarding the investment performance of other accounts managed by Boston Partners utilizing an investment strategy similar to the strategy proposed for the Portfolio. The Board concluded that it was satisfied with the performance of Boston Partners.
Fee Rates
The Board considered the proposed contractual and effective subadvisory fee rates payable from the Manager to Boston Partners under the New Subadvisory Agreement. The Board considered that, based on the net assets of the Portfolio as of May 15, 2014, the effective subadvisory fee rate that would be paid to Boston Partners under the New Subadvisory Agreement is higher than the effective subadvisory fee rate paid to Jennison under the Prior Subadvisory Agreement. The Board noted that the subadvisory fees are paid by the Manager to the relevant subadviser(s) for a Portfolio, and therefore any change in the
subadvisory fee rate will not change the investment management fee paid by the Portfolio or its shareholders. Instead, the increase in the effective subadvisory fee rate for the Portfolio will decrease the net investment management fee retained by the Manager.
The Board also noted that it would review the management fee paid to the Manager by the Portfolio in connection with future annual reviews of advisory agreements. The Board concluded that the proposed subadvisory fee was reasonable.
Profitability
Because the engagement of Boston Partners is new, there is 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 Portfolio contained breakpoints that reduced the fee rate on assets above specified levels. The Board noted that it would consider economies of scale in connection with the annual reviews of advisory agreements.
Other Benefits to Boston Partners
The Board considered potential “fall-out” or ancillary benefits anticipated to be received by Boston Partners in connection with the Portfolio. The Board concluded that any potential benefits to be derived by Boston Partners 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 concluded that any potential benefits to be derived by Boston Partners 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 New Subadvisory Agreement was in the best interests of the Portfolio and its beneficial shareholders.
The New Subadvisory Agreement is attached as Exhibit A.
Information about the Subadviser
Robeco Investment Management, Inc., d/b/a Boston Partners, is headquartered at One Beacon Street, 30th Floor, Boston, MA 02108. Robeco Investment Management, Inc. (“RIM”) is an SEC-registered Investment Adviser consisting of three investment divisions: Boston Partners, Weiss, Peck & Greer, and Redwood. RIM is a wholly owned subsidiary of Robeco Group. Robeco Group was established in Rotterdam (the Netherlands) in 1929. Today the company is one of the largest European asset management firms, with a solid pan-European presence, prominence in the US, and offices throughout Asia. The company offers investment products and services to institutional and private investors worldwide. It manages $300 billion USD in assets under management (as of September 30, 2014).
Terms of the NewSubadvisory Agreement
With the exception of fees, the material terms of the New Subadvisory Agreement are substantially similar to the material terms of the Prior Subadvisory Agreement. The Subadviser is compensated by the Manager (and not the Portfolio) for the portion of assets it manages. The subadvisory fee rate under the Prior Subadvisory Agreement, the subadvisory fee rate under the New Subadvisory Agreement, and the fees paid to Jennison for the fiscal year ended December 31, 2013 are set forth below:
| Prior Subadvisory Fee Rates* | New Subadvisory Fee Rates | Subadvisory Fees Paid for the Fiscal Year Ended December 31, 2013 |
0.25% of average daily net assets to $250 million; 0.24% of average daily net assets from $250 million to $500 million; 0.23% of average daily net assets from $500 million to $1 billion; 0.22% of average daily net assets over $1 billion | 0.275% of average daily net assets to $200 million; 0.25% of average daily net assets from $200 million to $400 million; 0.225% of average daily net assets from $400 million to $750 million; 0.20% of average daily net assets over $750 million | $2,107,188 |
*Jennison agreed to voluntarily waive 0.05% of its subadvisory fee with respect to the Portfolio. This waiver is voluntary and may be terminated at any time without prior notice.
The New Subadvisory Agreement provides, as did the Prior Subadvisory Agreement, that subject to the supervision of the Manager and the Board, Boston Partners is responsible for managing the investment operations of the Portfolio and for making investment decisions and placing orders to purchase and sell securities for 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, Boston Partners 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 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 Boston Partners 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, Boston Partners will not be liable for any act or omission in connection with its activities as subadviser to the Portfolio.
MANAGEMENT OF THE TRUST
The Manager
The Trust is managed by PI and ASTIS, Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102.
As of September 30, 2014, PI served as the investment manager to all of the Prudential US and offshore open-end investment companies, and as administrator to closed-end investment companies, with aggregate assets of approximately 243.8 billion. PI is a wholly-owned subsidiary of PIFM Holdco, LLC, which is a wholly-owned subsidiary of Prudential Asset Management Holding Company, which is a wholly-owned subsidiary of Prudential Financial, Inc. (Prudential).
As of September 30, 2014, ASTIS served as investment manager to certain Prudential US and offshore open-end investment companies with aggregate assets of approximately $130.5 billion. ASTIS is a subsidiary of Prudential Annuities Holding Company, Inc., which is a subsidiary of Prudential Annuities, Inc., a subsidiary of Prudential.
Terms of the Management Agreement
Pursuant to the Management Agreement with the Trust (the Management Agreement), the Manager, subject to the supervision of the Trust’s Board and in conformity with the stated policies of the Portfolio, manages both the investment operations and composition of the 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 Portfolio. The Manager is authorized to enter into subadvisory agreements for investment advisory services in connection with the management of the Portfolio. The
Manager continues to have responsibility for all investment advisory services performed pursuant to any such subadvisory agreements. The Management Agreement was last approved by the Trustees, including a majority of the Independent Trustees, on June 19, 2014.
The Manager is specifically responsible for overseeing and managing the Portfolio and Boston Partners. In this capacity, the Manager reviews the performance of the Portfolio and Boston Partners and makes recommendations to the Board with respect to the retention of investment subadvisers, the renewal of contracts, and the reorganization and merger of portfolios of the Trust, and other legal and compliance matters. The Manager utilizes the Strategic Investments Research Group (SIRG), a unit of PI, to assist the Manager in regularly evaluating and supervising the Portfolio and Boston Partners, including with respect to investment performance. SIRG is a centralized research department of PI that is comprised of a group of highly experienced analysts. SIRG utilizes proprietary processes to analyze large quantities of industry data, both on a qualitative and quantitative level, in order to effectively oversee the Portfolio and Boston Partners. The Manager utilizes this data in directly overseeing the Portfolio and Boston Partners. SIRG provides reports to the Board and presents to the Board at special and regularly scheduled Board meetings. The Manager bears the cost of the oversight program maintained by SIRG.
In addition, the Manager generally provides all of the administrative functions necessary for the organization, operation and management of the Trust and its portfolios. The Manager administers the Trust’s corporate affairs and, in connection therewith, furnish 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 Manager is also responsible for the staffing and management of dedicated groups of legal, marketing, compliance and related personnel necessary for the operation of the Trust. The legal, marketing, compliance and related personnel are also responsible for the management and oversight of the various service providers to the Trust, including, but not limited to, the custodian, transfer agent, and accounting 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 primary administrative services furnished by the Manager are more specifically detailed below:
| · | furnishing of office facilities; |
| · | paying salaries of all officers and other employees of the Manager who are responsible for managing the Trust and the Portfolio; |
| · | monitoring financial and shareholder accounting services provided by the Trust’s custodian and transfer agent; |
| · | providing assistance to the service providers of the Trust and the Portfolio, including, but not limited to, the custodian, transfer agent, and accounting agent; |
| · | monitoring, together with Boston Partners, the Portfolio’s compliance with its investment policies, restrictions, and with federal and state laws and regulations, including federal and state securities laws, the Internal Revenue Code and other relevant federal and state laws and regulations; |
| · | preparing and filing all required federal, state and local tax returns for the Trust and the Portfolio; |
| · | preparing and filing with the SEC on Form N-CSR the Trust’s annual and semi-annual reports to shareholders, including supervising financial printers who provide related support services; |
| · | preparing and filing with the SEC required quarterly reports of portfolio holdings on Form N-Q; |
| · | preparing and filing the Trust’s registration statement with the SEC on Form N-1A, as well as preparing and filing with the SEC supplements and other documents, as applicable; |
| · | preparing compliance, operations and other reports required to be received by the Trust’s Board and/or its committees in support of the Board’s oversight of the Trust; and |
| · | organizing the regular and any special meetings of the Board of the Trust, including the preparing Board materials and agendas, preparing minutes, and related functions. |
Expenses Borne by the Manager. In connection with their management of the corporate affairs of the Trust, the Manager bears certain expenses, including, but not limited to:
| · | the salaries and expenses of all of their and the Trust’s personnel except the fees and expenses of Trustees who are not affiliated persons of the Manager or Boston Partners; |
| · | all expenses incurred by the Manager or the Trust in connection with managing the ordinary course of a Trust’s business, other than those assumed by the Trust as described below; |
| · | the fees, costs and expenses payable to Boston Partners pursuant to the New Subadvisory Agreement; and |
| · | with respect to the compliance services provided by the Manager, the cost of the Trust’s Chief Compliance Officer, the Trust’s Deputy Chief Compliance Officer, and all personnel who provide compliance services for the Trust, and all of the other costs associated with the Trust’s compliance program, which includes the management and operation of the compliance program responsible for compliance oversight of the Portfolio and Boston Partners. |
Expenses Borne by the Trust. 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 Boston Partners; |
| · | 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; and |
| · | 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 Feesfor the most recently completed fiscal year |
AST Boston Partners Large-Cap Value Portfolio
| 0.74% of average daily net assets to $300 million; 0.73% on next $200 million of average daily net assets; 0.72% on next $250 million of average daily net assets; 0.71% on next $2.5 billion of average daily net assets; 0.70% on next $2.75 billion of average daily net assets; 0.67% on next $4 billion of average daily net assets; 0.65% over $10 billion of average daily net assets | $6,812,097 |
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 Boston Partners.
| 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 Boston Partners.
| Name | Position with ASTIS | Principal Occupations |
| Scott E. Benjamin | Director and Executive Vice President | Director and Executive Vice President (since September 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 | President, Chief Executive Officer, Chief Operating Officer, Officer-in-Charge 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 | Director and Executive Vice President | Director and Executive Vice President (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 |
| Chad Earnst | Chief Compliance Officer | Chief Compliance Officer | 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 |
| 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 |
| M. Sadiq Peshimam | Treasurer & Principal Financial and Accounting Officer | Assistant Treasurer and Senior 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).
Under the Distribution Agreement, the Portfolio is subject to an annual distribution or “12b-1” fee of 0.10% of the average daily net assets of the Portfolio. For the most recently completed fiscal year, the Portfolio incurred the following approximate amount of fees for services provided by PAD:
| Portfolio | Amount Paid |
| AST Boston Partners Large-Cap Value Portfolio | $726,715 |
Brokerage
The Portfolio did not pay any commissions to affiliated broker dealers for the fiscal year ended December 31, 2013.
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 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: December 18, 2014
EXHIBIT A
ADVANCED SERIES TRUST
AST Boston Partners Large-Cap Value Portfolio
SUBADVISORY AGREEMENT
Agreement made as of this 22nd day of September, 2014 between Prudential Investments LLC (PI), a New York limited liability company and AST Investment Services, Inc. (formerly American Skandia Investment Services, Inc.) (ASTIS), a Maryland corporation (together, the Co-Managers), and Robeco Investment Management, Inc. (d/b/a Boston Partners), a Delaware corporation (Robeco 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 is, to the extent required by applicable law, 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 such Subadviser under Sections 8a(2) or 8a(3) of the CEA, (ii) a suspension, revocation or limitation of such 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.
(v) 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.
(vi) 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.
(vii) 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.
(viii) 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) 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.
(e) 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.
(f) 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.
(g) 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 ASTIS); (2) to theTrust atGatewayCenterThree, 100 MulberryStreet,4th Floor, Newark, NJ 07102-4077, Attention: Secretary; or (3) to theSubadviser at909 Third Avenue, 32nd Floor,_New York, NY 10022 _, Attention: Paul D. Heathwood.
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 theSubadviserreasonably 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
Robeco Investment Management, Inc.
By:/s/ Mathew J. Davis
Name: Mathew J. Davis
Title: Senior Managing Director
SCHEDULE A
ADVANCED SERIES TRUST
As compensation for services provided byRobeco Investment Management, Inc., Prudential Investments LLC and AST Investment Services, Inc. will payRobeco Investment Management, Inc. an advisory fee on the netassets managed byRobeco Investment Management, Inc. that is equal, on an annualized basis, to the following:
| Portfolio | Advisory Fee |
| AST Boston Partners Large-Cap Value Portfolio | 0.275% of average daily net assets to $200 million; 0.25% of average daily net assets from $200 million to $400 million; 0.225% of average daily net assets from $400 million to $750 million; and 0.20% of average daily net assets over $750 million |
Dated as of September 22, 2014.
EXHIBIT B
MANAGEMENT OFRobeco Investment Management, Inc
Robeco Investment Management, Inc., d/b/a Boston Partners, is headquartered at One Beacon Street, 30th Floor, Boston, MA 02108. Robeco Investment Management, Inc. (“RIM”) is an SEC-registered Investment Adviser consisting of three investment divisions: Boston Partners, Weiss, Peck & Greer, and Redwood. RIM is a wholly owned subsidiary of Robeco Group. Robeco Group was established in Rotterdam (the Netherlands) in 1929. Today the company is one of the largest European asset management firms, with a solid pan-European presence, prominence in the US, and offices throughout Asia. The company offers investment products and services to institutional and private investors worldwide. It manages $300 billion USD in assets under management (as of September 30, 2014).
The table below lists the name, address, and position for RIM’s principal executive officers and each director.
| Name & Address* | Position |
| Joseph Feeney, CFA | Co-Chief Executive Officer, Chief Investment Officer, Senior Managing Director, Robeco Investment Management, Inc. |
| Mark Donovan, CFA | Co-Chief Executive Officer, Senior Managing Director, Robeco Investment Management, Inc. |
Matthew Davis 909 Third Avenue, 32nd Floor New York, NY 10022 | Chief Financial Officer, Senior Managing Director, Robeco Investment Management, Inc. |
William G. Butterly, III, Esq. 909 Third Avenue, 32nd Floor New York, NY 10022 | Chief Operating Officer, Chief Compliance Officer, General Counsel, Senior Managing Director, Robeco Investment Management, Inc. |
Roderick Munsters Coolsingel 120 NL 3011 AG, Rotterdam The Netherlands | Director of Robeco Investment Management, Inc.; Chief Executive Officer, Robeco Group N.V. |
Lena M. Boeren Coolsingel 120 NL 3011 AG, Rotterdam The Netherlands | Director of Robeco Investment Management, Inc.; Chief Operating Officer, Robeco Group N.V. |
MartinMlynár Baarerstrasse 37 CH-6300 Zug Switzerland | Director of Robeco Investment Management, Inc.; Chief Executive Officer, Corestone Investment Managers AG |
Michiel Prinsze Coolsingel 120 NL 3011 AG, Rotterdam The Netherlands | Director of Robeco Investment Management, Inc.; General Counsel, Senior Legal Counsel, Robeco Group N.V. |
* Unless otherwise noted, the principal mailing address of each officer and director is One Beacon Street, 30th Floor, Boston MA 02108.,.
COMPARABLE FUNDS FOR WHICH ROBECO SERVES AS ADVISER OR SUBADVISER
The following table lists certain information regarding comparable funds to which Robeco provides investment advisory services, other than the Portfolio:
| Fund | Net Assets (as of 8/31/2014) | Fee Paid to Robeco* |
| John Hancock Disciplined Value Fund | $11,138,736,492.93 | $14,196,627.00 |
| Mercer GIMD | $103,052,412.09 | $297,603.81 |
| Mercer MGI | $49,171,265.79 | $13,711.93 |
| Prudential LCV | $304,551,899.72 | $958,446.55 |
| Prudential LCV | $27,577,577.72 | $22,236.85 |
| Fidelity | $4,052,825.87 | $3,401.99 |
| Fidelity | $1,384,438,688.15 | $961,524.01 |
*These fees reflect fees paid for the period April 1, 2013 through March 31, 2014.
EXHIBIT C
SHAREHOLDER INFORMATION
As of December 1, 2014, the Trustees and officers of AST, as a group, owned less than 1% of the outstanding shares of the Portfolio.
As of December 1, 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 Boston Partners Large-Cap Value Portfolio | Advanced Series Trust AST Capital Growth Asset Allocation Portfolio | Gateway Center Three 100 Mulberry St Newark, NJ 07102 | 14,060,325 / 36.68% |
| Advanced Series Trust AST Balanced Asset Allocation Portfolio | Gateway Center Three 100 Mulberry St Newark, NJ 07102 | 9,796,332 / 25.56% | |
Pruco Life Insurance Company PLAZ Annuity | Attn: Separate Accounts, 7th Floor 213 Washington Street Newark, NJ 07102 | 5,138,022 / 13.40% | |
Advanced Series Trust AST Preservation Asset Allocation Portfolio | Gateway Center Three 100 Mulberry St Newark, NJ 07102 | 3,977,245 / 10.38% | |
| Advanced Series Trust AST Academic Strategies Asset Allocation Portfolios | Gateway Center Three 100 Mulberry St Newark, NJ 07102 | 2,167,045 / 5.65% |