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Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102

NOTICE OF JOINT SPECIAL MEETINGMEETINGS OF SHAREHOLDERS
TO BE HELD ON
August 14, 2009March 15, 2012

To Our Shareholders:the Shareholders of the AST International Growth Portfolio of the Advanced Series Trust and SP International Growth Portfolio of The Prudential Series Fund:

ANotice is hereby given that a joint special meeting (the "Meeting") of the shareholders of Natural Resourceseach of the AST International Growth Portfolio (the "Fund"), a seriesof the Advanced Series Trust and the SP International Growth Portfolio of The Prudential Series Fund (the "Trust"),(each, a Portfolio) will be held at the offices of Prudential Investments LLC ("PI")(PI), Gateway Center Three, 100 Mulberry Street, Gateway Center Three, 4th14th Floor, Newark, New Jersey on August 14, 2009March 15, 2012 at 11:10:00 a.m. Eastern Daylight Time. Time or at such adjourned time as may be necessary to vote (the Meeting). The purpose of the Meeting is to consider and act upon the following proposal:

Toa proposal to approve a changenew subadvisory agreement with respect to the Fund's fundamental investment restriction relatingeach Portfolio between PI, AST Investment Services, Inc. (as applicable) and Jennison Associates LLC pursuant to industry concentrationwhich Jennison Associates LLC would become a new subadviser to each Portfolio (the "Proposal")Proposal). If the Proposal is approved by the Fund's shareholders, the Fund

The Meeting will concentrate its investments in securities of companies in the natural resources group of industries.be a Joint Special Meeting for each Portfolio.

You are entitled to vote at the Meeting, and at any adjournments thereof, ifof each Portfolio in which you beneficially owned shares at the close of business on July 8, 2009.December 30, 2011. If you attend the Meeting, you may vote your shares in person. If you do not expect to attend the Meeting, please complete, date, sign and return theeach enclosed voting instruction card in the enclosed postage paid envelope or vote by telephone.

  By order of the Board,Boards,

  Deborah A. Docs
  Secretary
  The Prudential Series Fund

Dated: July 10, 2009.January 30, 2012

A votingVoting instruction cardcards for the Fund isyour Portfolio(s) are enclosed along with the Proxy Statement.proxy statement. Please vote your shares today by signing and returning the enclosed voting instruction cardcards in the postage prepaid envelope provided. Youyou can also submit voting instructions to vote your shares by telephone using the 12-digit "control" number that appears on the enclosed voting instruction cardcards and following the simple instructions. The BoardBoards of Trustees of Advanced Series Trust and the Prudential Series Fund recommendsrecommend that you vote "FOR" the Proposal.

(This page intentionally left blank.)ADVANCED SERIES TRUST
AST International Growth Portfolio

THE PRUDENTIAL SERIES FUND
NATURAL RESOURCES PORTFOLIOSP International Growth Portfolio

Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102

PROXY STATEMENT DATED JANUARY 30, 2012
Joint Special Meeting of Shareholders
Toto Be Held on August 14, 2009March 15, 2012

This proxy statementProxy Statement is being furnished to beneficial ownersholders of shares of Natural Resourcesthe AST International Growth Portfolio (the "Fund"), a seriesof the Advanced Series Trust and the SP International Growth Portfolio of The Prudential Series Fund ("PSF" or(each, a Portfolio, and collectively, the "Trust")Portfolios) in connection with the solicitation by its Boardthe Boards of voting instructions for a meetingTrustees of Advanced Series Trust (AST) and The Prudential Series Fund (PSF) of proxies to be used at joint special meetings (the "Meeting")Meeting) of shareholders to be held at Gateway Center Three, 100 Mulberry Street, 4th14th Floor, Newark, New Jersey 07102 on August 14, 2009,March 15, 2012, at 11:10:00 a.m.am Eastern Daylight Time, or at any adjournment or adjournments thereof. The Meeting will be a Special Meeting for each Portfolio.

The Boards of Trustees of AST and PSF have called the Meeting for shareholders to approve the following proposal:

To approve a new subadvisory agreement relating to each Portfolio, by Prudential Investments LLC (PI) and AST Investment Services, Inc. (ASTISI and , together with PI, the Manager), as applicable, and Jennison Associates LLC (Jennison) (the Proposal).

This proxy statementProxy Statement is being first mailed to beneficial shareholders on or about July 17, 2009.January 30, 2012, and is also available at http://www.annuities.prudential.com/investor/invprospectus. The close of business on December 30, 2011 (the Record Date) has been fixed as the record date for the determination of Portfolio shareholders entitled to notice of, and to vote at, the Meeting. As of the Record Date there were 222,854,654 outstanding shares of the AST International Growth Portfolio and 19,010,032 outstanding shares of the SP International Growth Portfolio.

Copies of the most recent annual and semi-annual reports of AST and PSF, is aincluding financial statements, have previously been delivered to shareholders. Shareholders of AST or PSF may obtain without charge additional copies of AST's and PSF's annual and semi-annual reports by writing to AST or PSF at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, or by calling (800) 752-6342.

Portfolio Background and Management

AST and PSF are both open-end, management investment companycompanies registered under the Investment Company Act of 1940, as amended (the "Investment Company Act")1940 Act). AST is organized as a Massachusetts business trust. PSF is organized as a as a Delaware statutory trust. The BoardEach Portfolio is organized as a separate series of Trustees ofAST or PSF, is collectively referred to herein as the "Board" or the "Trustees." The principal executive offices of PSF are located at 100 Mulberry Street, Newark, NJ 07102. Prudential Investment LLC ("PI" or the "Manager") serves as investment manager of the Trust under a management agreement with the Trust for the Fund (the "Management Agreement"). Investment advisory services are provided to the Fund by PI through a subadvisory agreement with Jennison Associates LLC ("Jennison" or the "Subadviser"), 466 Lexington Avenue, New York, New York 10017.applicable.

Prudential Investment Management ServicesInvestments LLC ("PIMS" or the "Distributor")(PI), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, serves as the distributormanager of the Fund's shares. The Fund's transfer agent is SP International Growth Portfolio under a management agreement with PSF on behalf of the Portfolio. PI, together with AST Investment Services, Inc. (ASTISI), One Corporate Drive, Shelton, Connecticut 06484, serve as co-managers of the AST International Growth Portfolio under a management agreement with AST on behalf of the Portfolio. PI and ASTISI are referred to as the "Manager." As of December 31, 2011, 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 $161 billion. As of December 31, 2011, ASTISI served as the co-manager to all of the portfolios of AST, with aggregate assets of approximately $84.3 billion.

Prudential Mutual Fund Services LLC ("PMFS")(PMFS), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, serves as the transfer and dividend disbursing agent for each portfolio of AST and PSF. PMFS is an affiliate of PI and ASTISI. PMFS provides customary transfer agency services to AST and PSF, 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 from AST and PSF and is reimbursed for its transfer agent expenses which include an annual fee per shareholder account, a monthly inactive account fee per shareholder account and its out-of-pocket expenses, including but not limited to postage, stationery, printing, allocable communication expenses and other costs. BNY Investment Servicing (U.S.) Inc. (BNYIS) serves as sub-transfer agent to AST and PSF. PMFS has contracted with BNYIS, 301 Bellevue Parkway, Wilmington, Delaware 19809, to provide certain administrative functions to PMFS. PMFS will compensate BNYIS for such services.

Shares of the Portfolios of PSF are distributed by Prudential Investment Management Services LLC (PIMS), located at 100 Mulberry Street, Newark, New Jersey 07102. AST does not have a distributor.

Investment subadvisory services are currently provided to each Portfolio by the investment subadvisers set forth below:

Voting

AST and PSF serve as investment vehicles for insurance companies (each a Participating Insurance Company and collectively, Participating Insurance Companies) writing variable annuity contracts and variable life insurance policies (collectively, the Contracts). As of Aprilthe Record Date, Prudential Annuities Life Assurance Corporation (PALAC), Pruco Life Insurance Company (Pruco), Pruco Life Insurance Company of New Jersey (Pruco NJ) are Participating Insurance Companies for both Portfolios. Each of PALAC, PICA, Pruco, and Pruco NJ is an affiliate of ASTISI and PI. In addition, with respect only to the SP International Growth Portfolio, several insurance companies which are not affiliates of ASTISI or PI are also Participating Insurance Companies. Each Participating Insurance Company holds assets invested in these Contracts in various separate accounts, each of which is divided into sub-accounts investing exclusively in a mutual fund or in a portfolio of a mutual fund. Therefore, Contract owners who have allocated their account values to applicable sub-accounts are indirectly invested in each Portfolio through the Contracts and should consider themselves shareholders of each Portfolio for purposes of this Proxy Statement.

Each Contract owner invested in each Portfolio at the close of business on the Record Date will be entitled to instruct the relevant Participating Insurance Company how to vote at the Meeting and any adjournment thereof, and will be entitled to give voting instructions equivalent to one vote for each full share of the Portfolio and a fractional vote for each fractional share of the Portfolio that he or she beneficially owns on the Record Date. In addition, in accordance with requirements of the Securities and Exchange Commission (the SEC), the relevant Participating Insurance Company will vote all shares of the Portfolio, including Portfolio shares owned by such Participating Insurance Company in its general account or otherwise, for which it does not receive voting instructions from Contract owners in the same proportion as the votes actually cast by Contract owners (i.e., for the Proposal, against the Proposal, or abstain). The presence at the Meeting of less than all of the Participating Insurance Companies may be sufficient to constitute a quorum. Therefore, this proportional voting procedure may result in a relatively small number of Contract owners determining the outcome of the vote.

The required vote for shareholder approval of the Proposal, the various methods that shareholders may use to vote, and a description of how Portfolio shareholders may revoke voting instructions are described in more detail in this Proxy Statement under the caption "Voting Information."

To the knowledge of management, the executive officers and Trustees of each of PSF and AST, as a group, owned less than 1% of the outstanding Shares of each Portfolio as of December 30, 2009,2011.

PROPOSAL TO APPROVE NEW SUBADVISORY AGREEMENTS

At an in-person meeting of each Board held on December 7, 2011, at which all of the Trustees of AST and PSF were in attendance (including all of the Trustees who are not "interested persons" of AST or PSF within the meaning of the 1940 Act (referred to herein as the "Independent Trustees")), the Boards approved, based upon the Manager's recommendations, new subadvisory agreements between PI and ASTISI, as applicable, and Jennison. The Boards of Trustees of AST and PSF also approved submitting the new subadvisory agreements to Portfolio shareholders for their approval. Shareholder approval of one subadvisory agreement is not contingent upon shareholder approval of the other subadvisory agreement.

AST and PSF operate under an exemptive order from the SEC that generally permits the Manager, without approval from either Board, to enter into or amend agreements with unaffiliated subadvisers without obtaining shareholder approval. However, because Jennison and the Manager are under the common control of Prudential Financial, Inc. (PFI) and Jennison is therefore an affiliate of the Manager, the exemptive order is inapplicable and shareholder approval of the Proposal is required.

Each of the proposed new subadvisory agreements (the New Subadvisory Agreements) between the Manager and Jennison is substantially identical. The proposed forms of the New Subadvisory Agreements are attached as Exhibit A to this Proxy Statement.

The Boards of Trustees of AST and PSF have approved, and recommend that shareholders approve, the adoption of a new subadvisory agreement for each Portfolio between PI and ASTISI, as applicable, and Jennison, under which Jennison, which is an affiliate of PI and ASTISI, would serve as subadviser to each Portfolio. If the New Subadvisory Agreements are approved by shareholders, Jennison would join the existing subadvisers of each Portfolio as a new additional subadviser. The fees and expenses incurred by each Portfolio will not change if the New Subadvisory Agreements are approved.

Current Subadvisers

Each Portfolio is currently subadvised by William Blair & Company L.L.C. (William Blair) and Marsico Capital Management LLC (Marsico) pursuant to subadvisory agreements between the Manager and each of the current subadvisers. Pursuant to the existing subadvisory agreements, the current subadvisers furnish investment advisory services in connection with the management of the Portfolios, subject to the supervision and oversight of the Manager. The table below sets out each current subadviser's length of service with the Portfolios:

The table below shows the compensation payable to the current subadvisers by PI under the existing subadvisory agreements for subadvisory services performed by the current subadvisers, as well as the date of the subadvisory agreements, and the date on which each agreement was last submitted to shareholders for approval.

*  For purposes of calculating the fee payable to William Blair with respect to the AST International Growth Portfolio and the SP International Growth Portfolio, the assets managed by William Blair in the AST International Growth Portfolio are aggregated with the assets managed by William Blair in the AST Advanced Strategies Portfolio, the Global Portfolio of PSF, the SP International Growth Portfolio of PSF, and any other portfolio subadvised by William Blair on behalf of PI and/or ASTISI pursuant to substantially the same investment strategy.

**  For purposes of calculating the fee payable to Marsico with respect to the AST International Growth Portfolio, the assets managed by Marsico in the AST International Growth Portfolio are aggregated with the assets managed by Marsico in the SP International Growth Portfolio of PSF and any other portfolio subadvised by Marsico on behalf of PI and/or ASTISI pursuant to substantially the same investment strategy.

¹  Shareholders were not asked to approve the subadvisory agreements because PI, ASTISI, AST and PSF operate under an exemptive order (the Order) from the Securities and Exchange Commission (the Commission) that generally permits them to enter into or amend agreements with unaffiliated investment subadvisers without obtaining shareholder approval each time. This authority is subject to certain conditions, including the requirement that the Boards of Trustees must approve any new or amended agreements with an investment subadviser.

For the fiscal year ended December 31, 2011, the AST International Growth Portfolio paid $24,079,881 for services provided by PI pursuant to the management agreement. For the fiscal year ended December 31, 2011, the SP International Growth Portfolio paid $1,007,816 for services provided by PI pursuant to the management agreement. The table below sets forth the total fees paid by PI to each of the current subadvisers for subadvisory services performed by the current subadvisers during the fiscal year ended December 31, 2011:

The Boards of Trustees of PSF and AST last approved the renewal of the subadvisory agreements with each of William Blair and Marsico at Board meetings held on June 15-17, 2011.

The Proposed New Subadviser

Jennison Associates LLC (Jennison) is an affiliate of both PI and ASTISI. Jennison is located at 466 Lexington Avenue, New York, New York 10017. As of December 31, 2011, Jennison managed in excess of $135 billion in assets. Jennison has served as an investment adviser since 1969 and has advised investment companies since 1990. Set forth below are the names, titles and principal occupations of the senior officers of Jennison. Unless otherwise indicated, the address of each individual is 466 Lexington Avenue, New York, New York 10017.

Jennison serves as subadviser to the following portfolios of PSF and AST which have investment objectives similar to the investment managerobjective of the SP International Growth Portfolio and the AST International Growth Portfolio. The subadvisory fee rate is also set forth below.

The New Subadvisory Agreements

The proposed New Subadvisory Agreements are substantially similar in all material respects to U.S.the existing subadvisory agreements with the current subadvisers, except for the subadvisory fee rate. The chart below compares the contractual subadvisory fee rates for each Portfolio's existing subadvisers with the fee rate under the New Subadvisory Agreements.

*  For purposes of calculating the fee payable to William Blair with respect to the AST International Growth Portfolio and offshore open-endthe SP International Growth Portfolio, the assets managed by William Blair in the AST International Growth Portfolio are aggregated with the assets managed by William Blair in the AST Advanced Strategies Portfolio, the Global Portfolio of PSF, the SP International Growth Portfolio of PSF, and any other portfolio subadvised by William Blair on behalf of PI and/or ASTISI pursuant to substantially the same investment strategy.

**  For purposes of calculating the fee payable to Marsico with respect to the AST International Growth Portfolio, the assets managed by Marsico in the AST International Growth Portfolio are aggregated with the assets managed by Marsico in the SP International Growth Portfolio of PSF and any other portfolio subadvised by Marsico on behalf of PI and/or ASTISI pursuant to substantially the same investment strategy.

***  For purposes of calculating the fee payable to Jennison with respect to the AST International Growth Portfolio and the SP International Growth Portfolio of PSF, the assets managed by Jennison in the SP International Growth Portfolio of PSF are aggregated with the assets managed by Jennison in the AST International Growth Portfolio and any other portfolio subadvised by Jennison on behalf of PI and/or ASTISI pursuant to substantially the same investment strategy.

The fee rate under the proposed New Subadvisory Agreements is lower than the subadvisory fee paid to Marsico, but higher than the fee rate applicable to William Blair.

It is important to note that an increase in the subadvisory fee paid by PI will not result in an increase in expenses borne by shareholders of either Portfolio, because PI pays the subadvisory fee out of the management fee that it receives from each Portfolio.

The proposed New Subadvisory Agreements, in brief, provide that:

•  as compensation for Jennison's services, PI will pay Jennison a fee for each Portfolio equal, on an annualized basis, to the following: 0.375% of average daily net assets to $500 million; 0.325% of average daily net assets from $500 million to $1 billion; and 0.30% of average daily net assets over $1 billion

•  subject to the supervision of the Manager and the Boards of Trustees of AST and PSF, respectively, Jennison is responsible for managing the investment operations of such portion of each Portfolio's assets as delegated by the Manager and for making investment decisions and placing orders to purchase and sell securities for such portion of the Portfolio, all in accordance with the investment objective and policies of the Portfolio as reflected in its current Prospectus and Statement of Additional Information and as may be adopted from time to time by the Boards of Trustees. In accordance with the requirements of the 1940 Act, Jennison will provide the Manager with all books required to be maintained by an investment subadviser and will render to the Boards of Trustees such periodic and special reports as it may reasonably request.

•  each 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 each 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) each 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) each 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 Management Agreement; and (iii) each New Subadvisory Agreement may be terminated at any time by Jennison or by the Manager, as applicable, on not more than 60 days' nor less than 30 days' written notice to the other party to the relevant New Subadvisory Agreement.

•  Each 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, Jennison will not be liable for any act or omission in connection with its activities as subadviser to the Portfolios.

•  Jennison will select brokers to effect trades for each Portfolio and may pay a higher commission to a broker that provides bona fide research services (soft dollar arrangements). (Jennison may use these soft dollar arrangements in connection with providing subadvisory services to one or more of its clients other than the Portfolios. As a result, Jennison may benefit from these soft dollar arrangements to the extent it uses them to provide advisory services to its other clients. The Portfolios may benefit to the extent that Jennison uses soft dollar arrangements that Jennison has established with brokers or dealers that effect securities transactions for Jennison's other clients. Jennison has indicated that it may utilize soft dollar arrangements.

•  Jennison will maintain certain books and records on behalf of the Portfolios.

•  Pursuant to the terms of an exemptive order issued by the SEC, PI may replace Jennison as subadviser with a non-affiliated subadviser or amend a non-affiliated subadviser's subadvisory agreement without obtaining shareholder approval.

•  PI may appoint additional non-affiliated subadvisers to manage each Portfolio's assets without obtaining shareholder approval and, consequently, may determine the allocation of each Portfolio's assets among these subadvisers.

Board Consideration of the New Subadvisory Agreements

The Boards of Trustees of AST and PSF consist of the same ten (10) individuals, seven (7) of whom are Independent Trustees. Each Portfolio is a series of AST or PSF. The Boards of Trustees are responsible for the oversight of each Portfolio and its operations, and performs the various duties imposed on the trustees of investment companies and asby the administrator1940 Act. The Independent Trustees have retained independent legal counsel to closed-end investment companiesassist them in connection with aggregate assetstheir duties. The Chairman of approximately $81.2 billion. PSF has aeach Board of Trustees is an Independent Trustee. The Boards of Trustees have established four standing committees in connection with the governance of AST and PSF: the Audit Committee, the Governance Committee, the Compliance Committee, and the Investment Review and Risk Committee. Each committee is chaired by an Independent Trustee.

At an in-person meeting of each Board (the Board) held on December 7, 2011, at which in addition to overseeing the actionsall of the Fund'sTrustees of AST and PSF were in attendance (including all of the Trustees who are not "interested persons" of AST or PSF within the meaning of the 1940 Act (referred to herein as the "Independent Trustees")), the Boards approved, based upon the Manager's recommendations, the New Subadvisory Agreements. The Boards of Trustees of AST and PSF also approved submitting the New Subadvisory Agreements to Portfolio shareholders for their approval. Before approving the New Subadvisory Agreements, the Trustees reviewed investment performance and organizational materials regarding Jennison and its proposed portfolio management team and received a formal presentation from the Manager.

At the meeting, the Board received and considered a presentation by the Manager that detailed the reasons why it recommended that the Board appoint Jennison as an additional subadviser for each Portfolio. PI recommended

that the Board approve a new agreement with Jennison to assume responsibility for managing a portion of each Portfolio's assets. In approving the agreement, the Trustees, including the Independent Trustees advised by independent legal counsel, considered the factors they deemed relevant, including the nature, quality and extent of services provided, the performance of each Portfolio, the profitability of PI and its affiliates, expenses and fees, and the potential for economies of scale that may be shared with each Portfolio and its shareholders.

Nature, quality and extent of services

The Board received and considered information regarding the nature and extent of services provided to each Portfolio by Marsico and William Blair (each Portfolio's existing subadvisers) under the current subadvisory agreements and those that would be provided by Jennison under the New Subadvisory Agreements, noting that the nature and extent of services under the existing and new agreements were generally similar in that Marsico, William Blair and Jennison 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 Jennison management team. The Board met with representatives from Jennison and reviewed the qualifications, backgrounds and responsibilities of the portfolio managers who would be responsible for the day-to-day management of each Portfolio. The Board was also provided with information pertaining to the organizational structure, senior management, investment operations, and other relevant information pertaining to Jennison. The Board noted that because Jennison already provided subadvisory services to several other portfolios of both PSF and AST, it was generally familiar with Jennison's organizational, compliance and management structure. The Board noted that it received a favorable report from the the Chief Compliance Officer of PSF and AST regarding Jennison's compliance policies and procedures.

The Board concluded that it was satisfied with the nature, extent and quality of the investment subadvisory services anticipated to be provided to each Portfolio by Jennison and that there was a reasonable basis on which to conclude that each Portfolio would benefit from the subadvisory services to be provided by Jennison under the new subadvisory agreement.

Performance

The Board received and considered information regarding the performance of other AST and PSF portfolios managed by Jennison, and other accounts managed by the Jennison portfolio managers that used international growth investment strategies. The Board concluded that it was satisfied with these performance records.

Investment Subadvisory Fee Rates

The Board considered the proposed subadvisory fee rates payable by the Manager to Jennison under the proposed New Subadvisory Agreements. Based on the recent asset levels for each Portfolio, the Board noted that the effective subadvisory fee rate to be paid to Jennison under the proposed subadvisory arrangements were lower than the effective subadvisory fee rate paid to Marsico, but higher than the effective subadvisory fee rate paid to William Blair under the current subadvisory arrangements. The Board also noted that the Manager pays the subadvisory fees, and therefore any change in the proposed subadvisory fee rates would not have any impact on the amount of fees paid by either Portfolio. The Board indicated that the net investment management fees to be retained by the Manager under the proposed subadvisory arrangements would be reviewed in connection with future annual reviews of AST's and PSF's advisory agreements. Overall, the Board concluded that the proposed subadvisory fee rates under the New Subadvisory Agreements were reasonable.

Profitability

Because the engagement of Jennison with respect to each Portfolio was new, there is no historical profitability with regard to the proposed subadvisory arrangements with each Portfolio. As a result, the Board did not consider

this factor. The Board noted that profitability would be reviewed annually in connection with any proposed future renewal of AST's and PSF's investment management agreements or the subadvisory agreement for each Portfolio.

Economies of Scale

The Board noted that the proposed subadvisory fee schedules for each Portfolio contained breakpoints that reduce the fee rate on assets above specified levels. The Board also noted that it would consider economies of scale in connection with the annual approval review of advisory agreements.

Other Benefits to the Subadviser decides upon mattersor its Affiliates from Serving as Subadviser

The Board considered potential ancillary benefits that might be received by Jennison and its affiliates as a result of general policy.its relationships with each Portfolio. The Board concluded that the potential benefits to be derived by Jennison included the ability to use soft dollar credits, brokerage commissions received by affiliates of Jennison, as well as the potential benefits consistent with those generally resulting from an increase in assets under management, specifically, potential access to additional research resources and benefits to Jennison's reputation. The Board concluded that the benefits to be derived by Jennison were consistent with the types of benefits generally derived by subadvisers to mutual funds.

Conclusion

After full consideration of these factors, the Board concluded that the approval of the New Subadvisory Agreements was in the best interests of each Portfolio and its shareholders and recommended that shareholders of each Portfolio vote to approve the New Subadvisory Agreements.

THE BOARDS OF TRUSTEES OF AST AND PSF, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT YOU VOTE "FOR" THE PROPOSAL.

VOTING INFORMATION

Approval of theeach Proposal requires approval by a majority of the outstanding voting securities of each Portfolio, as defined by the Investment Company Act of 1940 as amended (the "1940 Act"), voting in the aggregate and not by class.Act. For purposes of the 1940 Act, a majority of the Fund'sa Portfolio's outstanding voting securities is the lesser of (i) 67% or more of the Fund'sPortfolio's outstanding voting securities represented at a meeting at which more than 50% of the Fund'sPortfolio's outstanding voting securities are present in person or represented by proxy, or (ii) more than 50% of the Fund'sPortfolio's outstanding voting securities. Because the Participating Insurance Companies are the owners of record of substantially all of the outstanding voting securities of each Portfolio as of the Record Date and substantially all of each Portfolio's shares are expected to be present in person or represented by proxy at the Meeting through contract owner voting instructions or through the proportional voting procedure described below, it is currently expected that approval of the Proposal for each Portfolio will require the affirmative vote of a simple majority of each Portfolio's outstanding shares as of the Record Date.

Each Contract owner will be entitled to give voting instructions equivalent to one vote for each full share, and a fractional vote for each fractional share, of the Fundeach Portfolio beneficially owned at the close of business on the record date.Record Date. If sufficient votes to approve the Proposal with respect to a Portfolio are not received by the date of the Meeting, the Meeting may be adjourned to permit further solicitations of voting instructions.proxies.

In accordance with requirements of the Securities and Exchange Commission ("SEC"),SEC, each insurance company offering the Fund as an investment option under its contracts (each a "ParticipatingParticipating Insurance Company"), as record owner of theCompany will vote all shares of the Fund, will vote theeach Portfolio, including Portfolio shares owned by such Participating Insurance Company in its general account or otherwise, for which it does not receive voting instructions from the Contract owner beneficially owning the shares, and the Participating Insurance Company will vote those shares (for the Proposal, against the Proposal, or abstain)owners in the same proportion as the votes actually cast in accordance with instructions received fromby Contract owners.owners (i.e., for the Proposal, against the Proposal, or abstain). The presence at the Meeting of the Participating Insurance Companies affiliated with PI and ASTISI will be sufficient to constitute a quorum. Therefore, this proportional voting procedure may result in a relatively small number of Contract owners determining the outcome of the vote.

An abstention is not counted as an affirmative vote of the type necessary to approve the Proposal and, therefore, instructions to the applicable Participating Insurance Company to abstain will have the same effect as a vote against the Proposal.

PI will be sufficient to constitute a quorum. Therefore, this proportional voting procedure may result in a relatively small number of Contract owners determining the outcome of the vote. An abstention is not counted as an affirmative vote of the type necessary to approve the Proposal and, therefore, instructions to the applicable Participating Insurance Company to abstain will have the same effect as a vote against the Proposal.

How to Vote

You can vote your shares in any one of three ways:

•  By mail, with the enclosed voting instruction card,card;

•  In person at the Meeting,Meeting; or

•  By phone.

If you simply sign and date the voting instruction card but give no voting instructions for the Proposal, your shares will be voted in favor of the Proposal and in accordance with the views of the Participating Insurance Companymanagement upon any unexpected matters that come before the Meeting or any adjournment of the Meeting.

Revoking Voting Instructions

Contract owners executing and returning voting instructions may revoke such instructions at any time prior to exercise of those instructions by written notice of such revocation to the Secretary of the Fund,AST or PSF, by execution of subsequent voting instructions, or by voting in person at the Meeting.

ADDITIONAL INFORMATION

Solicitation Costs

The closecosts associated with soliciting voting instructions will be borne by PFI and Jennison or their affiliates. The Portfolios will not bear any of business on July 8, 2009 has been fixed as the recordcosts associated with the proxy solicitation. The Manager estimates that the aggregate costs associated with soliciting voting instructions in connection with the Proposal, including the expenses of printing and mailing this Proxy Statement, will be approximately $53,078.

Information about PI and ASTISI

PI and ASTISI are both wholly-owned subsidiaries of PIFM Holdco, Inc., 100 Mulberry Street, Newark, New Jersey 07102, which is a wholly-owned subsidiary of Prudential Asset Management Holding Company, 751 Broad Street Newark, New Jersey 07102, which is a wholly-owned subsidiary of Prudential Financial, Inc., 751 Broad Street, Newark, New Jersey, 07102.

Set forth below are the names, titles and principal occupations of the principal executive officers of PI. Unless otherwise indicated, the address of each individual is Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077.

Principal Officers of PI

Set forth below are the names, titles and principal occupations of the principal executive officers and directors of ASTISI. Unless otherwise indicated, the address of each individual is One Corporate Drive, Shelton, Connecticut 06484-0883.

Comparable Funds Subadvised by Jennison

As of the date of this Proxy Statement, Jennison does not manage any other mutual funds with comparable investment policies and strategies.

Brokerage Commissions

Neither Portfolio paid commissions to affiliated broker dealers for the determinationfiscal year ended December 31, 2011.

Shareholder Ownership

As of beneficial shareholders entitledthe Record Date (December 30, 2011), all of the shares of each Portfolio are owned as of record by various Participating Insurance Company separate accounts related to notice of, andthe Contracts. As noted above, the Participating Insurance Companies are required to offer Contract owners the opportunity to instruct them as to how to vote at, the Meeting. Information as to the number of outstanding Shares for the FundPortfolio shares.

The table below sets forth, as of the record date is set forth below:Record Date, each shareholder that owns beneficially more than 5% of each Portfolio.

The Proposal does not require separateAs defined by the SEC, a security is beneficially owned by a person if that person has or shares voting by class. Each Share of each class is entitledpower or investment power with respect to one vote. the security.

To the knowledge of the Trust, there were no persons who owned beneficially 5% or more of the shares of the Fund as of the Record Date. To the knowledge of the Trust,AST and PSF, the executive officers of the Fund and Trustees of the TrustAST or PSF as a group owned less than 1% of the outstanding shares of the Fundeither Portfolio as of the Record Date.

Copies To the knowledge of AST and PSF, the Fund's most recent annualTrustees of AST and semi-annual reports, including financial statements, have previously been delivered to Contract owners. Shareholders of the Fund may obtain without charge additional copies of the Fund's annual and semi-annual reports by writing the Fund at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102, or by calling 1-800-225-1852 (toll free).

TO APPROVE A CHANGE TO ONE OF THE FUNDAMENTAL INVESTMENT
RESTRICTIONS AND POLICIES

PROPOSAL

Background

The Board of the Trust has approved, and recommends that shareholders of the Fund approve, a change to the Fund's fundamental investment restriction relating to industry concentration (the "Proposal"). If shareholders approve the proposed change in fundamental investment policy, the Fund will concentrate its investments in the natural resources group of industries.

The Fund has adopted fundamental investment restrictions and policies regarding the Fund's investments. The designation of these restrictions and policies as "fundamental" means that they cannot be changed without shareholder approval. You are being asked to approve a change to one of the Fund's fundamental investment restrictions and policies in order to provide the Fund's Manager and Subadviser with additional flexibility to pursue the Fund's investment objective.

Risks: The proposed change in fundamental investment restriction is intended to provide the Fund's Manager and Subadviser with flexibility in pursuing the Fund's investment objective to respond to future investment opportunities. The proposed change is not expected, however, to materially modify the way the Fund is currently managed. Certain specific risks associated with the proposed fundamental investment restriction change are described below. However, the Manager does not anticipate that the proposed change will materially change either the level or nature of risk associated with investing in the Fund. If the proposed change is approved by shareholders, the Fund will interpret the new restriction in light of existing and future exemptive orders, SEC releases, no-action letters or similar relief or interpretations.

Specific Recommendation

Currently,PSF as a matter of fundamental investment policy:

"None of the [PSF] Portfolios [including the Fund] will purchase securities of a companygroup have not engaged in any industry if, as a result of the purchase, a Portfolio's holdings of securities issued by companies in that industry would exceed 25% of the value of the Portfolio, except that this restriction does not apply to purchases of obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities or issued by domestic banks."

The Board proposes, subject to shareholder approval, replacing this policy with the following fundamental investment policy:

"The Fund may not purchase any security (other than obligations of the U.S. government, its agencies or instrumentalities) if, as a result of such purchase, 25% or more of the Fund's total assets (determined at the time of investment) would be invested in any one industry; provided however that the Fund will concentrate its investments (i.e., will invest at least 25% of its assets under normal circumstances) in securities of companies in the natural resources group of industries."

Following is an explanation of why the Board is asking you to approve this change.

Removing industry concentration limitation

The Board of Trustees is asking shareholders to authorize a change to the investment restriction of the Fund relating to industry concentration. Jennison, as the Fund's Subadviser, believes that permitting the Fund to implement the change described above would provide the Fund with additional investment flexibility, enabling it to take full advantage of investment opportunities within the natural resources sector. This proposed change would be consistent with the Fund's categorization as a sector fund, since the prevailing market practice of sector funds is to concentrate investments in the sectors suggested by the Fund's name, in this case, natural resources. This proposed change would also be consistent with the Fund's investment objective of long-term growth of capital and would provide Jennison with maximum flexibility to implement its investment process for the long-term benefit of the Fund's shareholders. The primary investment strategy of the Fund would remain the same.

Currently, as set forth in the Fund's Statement of Additional Information ("SAI"), the Fund is prohibited from purchasing any security if as a result 25% or more of the Fund's total assets would be invested intransactions involving the securities of issuers having their principal business activitiesPFI in the same industry (with certain limited exceptions). This is a fundamental policyan amount exceeding 1% of the Fund and can be modified only with shareholder approval. For purposes of this investment restriction, the Fund adheres to the custom industry classification system specified in the Fund's SAI. Consistent with the Fund's prospectus, Jennison, as the Fund's Subadviser, uses the custom industry classification system to monitor the 25% limitation. Jennison's reliance on this classification system is not a fundamental policy of the Fund and, therefore, can be changed without shareholder approval. The Board wishes to seek shareholder approval for an exception to the 25% limitation for investments in companies in the natural resources group of industries. If shareholders approve the Proposal to permit the Fund to concentrate its investments in the natural resources group of industries, the Board will replace the custom industry classification system currently used by the Fund with the Global Industry Classification Standards ("GICS") published by Standard & Poor's.

The Proposal is based primarily on Jennison's analysis that the natural resources market is itself very concentrated in certain industries. For example, Jennison recently estimated that over 55% of the world's natural resources market capitalization is within the "Integrated Oil & Gas" GICS industry classification. This level of concentration illustrates the high degree to which potential investment opportunities exist within a given industry within the natural resources sector. The current 25% industry limitation may prevent Jennison from taking full advantage of these potential opportunities, creating possible limits on the Fund's ability to maximize returns for shareholders.

The proposed fundamental investment policy restriction outlined above is similar to the investment restriction applicable to three other sector funds that Jennison manages for PI. In each of these other sector funds, the industry concentration restriction does not apply to the industries in the particular sector in which the sector fund operates. Thus, Jennison Natural Resources Fund is subject to a 25% industry limitation for all industries other than the natural resources group of industries. Similarly, Jennison Health Sciences Fund is subject to a 25% industry limitation for all industries other than the health sciences group of industries. In addition, Jennison Utility Fund is subject to a 25% industry limitation for all industries other than the utility group of industries.

Thus, the Manager and Jennison believe that failure to carve out the natural resources group of industries from the current 25% industry concentration restriction may limit Jennison's ability to take full advantage of natural resources investment opportunities and could potentially interfere with the efficient management of the Fund in accordance with its investment objective, to the potential detriment of shareholders.

The Board and the Manager believe that approval of the Proposal will enhance the Fund's ability to pursue its objective to the benefit of shareholders and is consistent with how other natural resources sector funds, and other sector funds, in general, are managed.

For these reasons, the Manager and the Board recommend that shareholders approve the proposed change in fundamental policy relating to industry concentration.

THE BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSAL.

ADDITIONAL INFORMATION

The costs associated with this proxy statement, including printing, mailing, and soliciting proxies, which are estimated at approximately $45,000, will be borne by the Fund.

Available Information

PSF is subject to the Investment Company Act of 1940, as amended and in accordance with this law, files reports, proxy material and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy and information statements, proxy material and other information can be inspected and copied at the Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090. Reports and other information about PSF and the Fund are available on the EDGAR Database on the Commission's website at www.sec.gov, and copies of this information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writingPFI's outstanding voting securities.

to the Commission's Public Reference Section, Washington, D.C. 20549-0102. In addition, a copy of this proxy statement is available at the Fund's public website at http://www.prudential.com/view/page/public/12669.

Delivery of Proxy Materials to Households

The Fund has adopted a procedure under applicable SEC Rules that permits the Fund to use a method of delivery often referred to as "householding." Householding permits the Fund to mail a single set of proxy materials to any household where two or more different Contract owners reside and are members of the same household or in which one Contract owner has multiple accounts. This procedure reduces duplicate mailings and saves printing costs and postage fees. For voting purposes, the proxy materials will include a separate proxy card for each account at the shared address. If a Contract owner receives a single set of proxy materials as a result of householding, and would like to receive a separate copy, the Fund will promptly deliver a separate set of proxy material to such Contract owner upon request. Such request may be submitted to the Fund: (a) by mail to Prudential Investments LLC, Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, New Jersey 07102, Attn: Secretary, or (b) by telephone at 1-888-467-9412.

SHAREHOLDER PROPOSALS

PSF will not be required to hold annual meetings of shareholders if the election of Trustees is not required under the 1940 Act. It is the present intention of the Board of PSF not to hold annual meetings of shareholders unless such shareholder action is required.

Any Portfolio shareholder who wishes to submit a proposal to be considered at the Fund'sAST's or PSF's next meeting of shareholders should send the proposal to the FundAST or PSF at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102, so as to be received within a reasonable time before the Board makes the solicitation relating to such meeting, in order to be included in the proxy statement and form of proxy relating to such meetingmeeting.

AST is not required, and does not intend to hold annual meetings of shareholders other than as required under its Second Amended and Restated Declaration of Trust (the Declaration of Trust), the 1940 Act, or be brought before such meeting without being included inother applicable law, or if otherwise deemed advisable by the proxy statement.Board. PSF is not required, and does not intend, to hold annual meetings other than as required under its Declaration of Trust, the 1940 Act, or other applicable law, or if otherwise deemed advisable by the Board.

Shareholder proposals that are submitted in a timely manner will not necessarily be included in the Fund'sAST's or PSF's proxy materials. Inclusion of such proposals is subject to limitations under the federal securities laws.

OTHER BUSINESS

ManagementThe Manager knows of no business to be presented at the Meeting other than the matter set forthmatters described in this proxy statement, but shouldProxy Statement. If any other matter requiring ais properly presented at the Meeting, it is the intention of the persons named in the enclosed proxy to vote of shareholders arise, the Participating Insurance Companies will vote according toin accordance with their best judgment in the interest of the Fund, taking into account all relevant circumstances.judgment.

  Deborah A. Docs
Secretary

July 10, 2009

It is important that you execute and return ALL of your voting instruction cards promptly.