ADVANCED SERIES TRUST
AST International Growth Portfolio

THE PRUDENTIAL SERIES FUND
PRUDENTIAL'S GIBRALTAR FUND, INC.SP International Growth Portfolio

Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102

IMPORTANT PROXY MATERIALS

PLEASE VOTE NOW!

December 28, 2010January 30, 2012

Dear Shareholder:

I am inviting you to vote on an important proposal relating to the management of the AST International Growth Portfolio of the Advanced Series Trust, and operationthe SP International Growth Portfolio of The Prudential Series Fund (each, a Portfolio, and collectively, the Portfolios.). Each of the Portfolios servingserves as an investment optionsoption under your annuity or insurance contract. A joint special shareholder meeting of each of the Companies identified abovePortfolios is scheduled for February 25, 2011.March 15, 2012. This package contains information about the proposal and includes materials you will need to vote. The BoardBoards of Directors/Trustees of Advanced Series Trust (AST) and The Prudential Series Fund (PSF) have each Company has nominated ten individuals for electionapproved submitting to shareholders a proposal to approve new subadvisory agreements between Prudential Investments LLC (PI) and AST Investment Services, Inc. (ASTISI), as Directors/applicable, with respect to each Portfolio, and Jennison Associates LLC (Jennison). If approved by shareholders, Jennison would become a subadviser to each Portfolio, and would join the existing subadvisers who already provide subadvisory services to each Portfolio. Jennison is an affiliate of PI and ASTISI.

The Boards of Trustees of AST and has recommendedPSF have reviewed the proposal and recommend that you vote in favor of all of them. Most, but not all, of the ten individuals nominated for election already serve as Directors/Trustees of each Company.proposal. Although the Directors/Trustees have determined that the election of these nomineesproposal is in your best interest, the final decision is yours. The accompanying Proxy Statement includes a detailed description and explanation of the proposal.

Shareholders of each CompanyPortfolio are being asked to approve substantially similar subadvisory agreements with the same slate of nominees,subadviser, so in order to save money for your Company,each Portfolio, one proxy statementProxy Statement has been prepared for all of the Companies listed above. The accompanying proxy statement includes information about the nominees.both Portfolios.

Please read the enclosed materials carefully and cast your vote. Remember, your vote is extremely important, no matter how large or small your holdings. By voting now, you can help avoid additional costs that are incurred with follow-up letters and calls.

To vote, you may use any of the following methods:

•By Mail. Please complete, date and sign your voting instruction card before mailing it in the enclosed postage-paid envelope.

•By Telephone. Have your voting instruction card available. Call the toll-free number listed on your voting instruction card. Enter the control number from your voting instruction card. There is no charge to you for the call. Follow the recorded instructions. Votes must be entered by 11:59 p.m. on the day prior to the Meeting.

•In Person. By attending the Meeting and voting.

If you have any questions before you vote, please call D.F. King & Co. Inc. at 888-605-19561-888-778-2888 toll free. TheyRepresentatives will be happy to help you understand the proposal and assist you in voting. Thank you for your participation.

Stephen Pelletier
President

ADVANCED SERIES TRUST
AST International Growth Portfolio

THE PRUDENTIAL SERIES FUND
PRUDENTIAL'S GIBRALTAR FUND, INC.SP International Growth Portfolio

Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102

NOTICE OF JOINT SPECIAL
MEETINGS OF SHAREHOLDERS
TO BE HELD ON
February 25, 2011March 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:

Joint meetingsNotice is hereby given that a joint special meeting of the shareholders of each of the above-listed CompaniesAST International Growth Portfolio of the Advanced Series Trust and the SP International Growth Portfolio of The Prudential Series Fund (each, a Meeting)Portfolio) will be held at the offices of Prudential Investments LLC (PI), Gateway Center Three, 100 Mulberry Street, Gateway Center Three, 14th Floor, Newark, New Jersey on February 25, 2011March 15, 2012 at 10:00 a.m. Eastern Time.Daylight 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 a proposal to elect ten Directors or Trusteesapprove a new subadvisory agreement with respect to each Portfolio between PI, AST Investment Services, Inc. (as applicable) and Jennison Associates LLC pursuant to which Jennison Associates LLC would become a new subadviser to each Portfolio (the Proposal).

The Meeting will be a Joint Special Meeting for each Company.Portfolio.

You are entitled to vote at the Meeting, and at any adjournments thereof, of each CompanyPortfolio in which you beneficially owned shares at the close of business on December 1, 2010.30, 2011. If you attend the Meeting, you may vote in person. If you do not expect to attend the Meeting, please complete, date, sign and return each enclosed voting instruction card in the enclosed postage paid envelope or vote by telephone.

By order of the Boards,

Deborah A. Docs
Secretary

Dated: December 28, 2010.

VOTING INSTRUCTION CARDS FOR YOUR FUND(S) ARE ENCLOSED ALONG WITH THE PROXY STATEMENT. PLEASE VOTE TODAY BY SIGNING AND RETURNING THE ENCLOSED VOTING INSTRUCTION CARDS IN THE POSTAGE PREPAID ENVELOPE PROVIDED. YOU CAN ALSO VOTE BY TELEPHONE USING THE "CONTROL" NUMBER THAT APPEARS ON THE ENCLOSED VOTING INSTRUCTION CARDS AND FOLLOWING THE SIMPLE INSTRUCTIONS.January 30, 2012

THE BOARD OF YOUR COMPANY RECOMMENDS THAT YOU VOTEVoting instruction cards for your Portfolio(s) are enclosed along with the proxy statement. Please vote today by signing and returning the enclosed voting instruction cards in the postage prepaid envelope provided. you can also vote by telephone using the "control" number that appears on the enclosed voting instruction cards and following the simple instructions. The Boards of Trustees of Advanced Series Trust and the Prudential Series Fund recommend that you vote "FOR" ALL OF THE NOMINEESthe Proposal.

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ADVANCED SERIES TRUST
AST International Growth Portfolio

THE PRUDENTIAL SERIES FUND
PRUDENTIAL'S GIBRALTAR FUND, INC.SP International Growth Portfolio

Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102

PROXY STATEMENT DATED JANUARY 30, 2012
Joint Special Meeting of Shareholders
to Be Held on February 25, 2011March 15, 2012

This proxy statementProxy Statement is being furnished to holders of shares of allthe AST International Growth Portfolio of the above-listed investment companiesAdvanced Series Trust and the SP International Growth Portfolio of The Prudential Series Fund (each, a Company)Portfolio, and their series (each, a Portfolio)collectively, the Portfolios) in connection with the solicitation by their respectivethe Boards of Trustees of Advanced Series Trust (AST) and The Prudential Series Fund (PSF) of proxies to be used at joint special meetings (the Meeting) of shareholders to be held at Gateway Center Three, 100 Mulberry Street, 14th Floor, Newark, New Jersey 07102 on February 25, 2011March 15, 2012, at 10:00 a.m.,am Eastern Daylight Time, or any adjournment or adjournments thereof. The Meeting will be a Special Meeting for each Company. 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 shareholders on or about December 28, 2010,January 30, 2012, and is also available at http://www.annuities.prudential.com/investor/invprospectus.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.

Each Company is anCopies of the most recent annual and semi-annual reports of AST and PSF, including 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 1940 Act). Advanced Series Trust (AST)AST is organized as a Massachusetts business trust. The Prudential Series Fund (PSF)PSF is organized as a Delaware statutory trust. Prudential's Gibraltar Fund, Inc. (GIB)Each Portfolio is organized as a Maryland corporation.separate series of AST andor PSF, as trusts, have a board of trustees. GIB, as a corporation, has a board of directors. Directors and trustees serve the same oversight role.

Shares of common stock of GIB, as well as the shares of beneficial interest of AST and PSF are referred to as "Shares," the holders of the Shares are referred to as "Shareholders," each Company's board of directors or trustees is referred to as a "Board" and the directors or trustees are referred to as "Board Members" or may be collectively referred to as "Directors."

Each Company has a Board that, in addition to overseeing the actions of each Portfolio's Manager and Subadvisers, decides upon matters of general policy.applicable.

Prudential Investments LLC (PI), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, serves as the manager of PSF and GIBthe SP International Growth Portfolio under a management agreementsagreement with each CompanyPSF on behalf of eachthe Portfolio. PI, andtogether 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 eachthe Portfolio. PI and with respect to AST, both PI and AST Investment Services, Inc.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), 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 and GIB 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 certaineach 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 the PortfoliosRecord 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, 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 through its three affiliates: 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), Prudential Investment Management, Inc. (PIM), is an affiliate of both PI and Quantitative Management Associates LLC (QMA).ASTISI. Jennison is located at 466 Lexington Avenue, New York, NYNew York 10017. PIMAs of December 31, 2011, Jennison managed in excess of $135 billion in assets. Jennison has served as an investment adviser since 1969 and QMAhas advised investment companies since 1990. Set forth below are each located at Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102. Investment subadvisory services are provided to GIB by Jennison. In addition, certainthe names, titles and principal occupations of the Portfoliossenior 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 objective 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 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 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.

***  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, receiverespectively, 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 through various unaffiliated subadvisers. A complete listto 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 SubadvisersPortfolios.

•  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 by the 1940 Act. The Independent Trustees have retained independent legal counsel to assist them in connection with their duties. The Chairman of each 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 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, 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 asregarding Jennison's compliance policies and procedures.

The Board concluded that it was satisfied with the nature, extent and quality of the dateinvestment 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 proxy statement is set forthfactor. The Board noted that profitability would be reviewed annually in Exhibit A.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 or 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 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

TheApproval of each Proposal requires approval by a majority of the outstanding voting securities of each Portfolio, as defined by the 1940 Act. For purposes of the 1940 Act, a majority of a Portfolio's outstanding voting securities is the lesser of (i) 67% or more of the Portfolio's outstanding voting securities represented at a meeting at which more than 50% of the Portfolio's outstanding voting securities are present in person or represented by proxy, or (ii) more than 50% of the Portfolio's outstanding voting securities. Because the Participating Insurance Companies serveare the owners of record of substantially all of the outstanding voting securities of each Portfolio as investment options under variable contracts offeredof the Record Date and substantially all of each Portfolio's shares are expected to be present in person or represented by insurance companies (each, a "Participating Insurance Company"). Eachproxy 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 each CompanyPortfolio beneficially owned at the close of business on the recordRecord Date. If sufficient votes to approve the Proposal with respect to a Portfolio are not received by the date (December 1, 2010).of the Meeting, the Meeting may be adjourned to permit further solicitations of proxies.

In accordance with the requirements of the Securities and Exchange Commission ("SEC"),SEC, each Participating Insurance Company as record owner of thewill vote all shares of aeach Portfolio, including Portfolio shares owned by such Participating Insurance Company will vote the sharesin 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 sharesContract owners in the same proportionsproportion as the votes actually cast in accordance with instructions received from contract owners.by Contract 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 (because those Participating Insurance Companies own as of record more than the one-third of outstanding shares which constitutes a quorum for each Company).quorum. Therefore, this proportional voting procedure may result in a relatively small number of contractContract 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;

•  In person at the Meeting; or

•  By phone.

If ayou simply sign and date the voting instruction card that is properly executed and returned is accompanied by instructions to withhold authority to vote (an abstention) or represents a broker "non-vote" (that is, a card from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote on a particular matter with respect to which the broker or nominee does not have discretionary power), the Shares represented thereby will not be voted. Because directors are elected based on a plurality, an abstention or a non-vote will have no effect on the outcome of the vote.

If your voting instruction card is properly executed and youbut give no voting instructions your Shares will be voted FOR the nominees named herein for the Board of the Company to which the proxy card relates. If any nominee should withdraw or otherwise become unavailable for election,Proposal, your Sharesshares will be voted in favor of such other nomineethe Proposal and in accordance with the views of management upon any unexpected matters that come before the Meeting or nominees as management may recommend. Youany 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 AST or PSF, by execution of subsequent voting instruction card by giving another voting instruction cardinstructions, or by voting in person at the Meeting.

letter revokingADDITIONAL INFORMATION

Solicitation Costs

The costs associated with soliciting voting instructions will be borne by PFI and Jennison or their affiliates. The Portfolios will not bear any of the initialcosts associated with the proxy solicitation. The Manager estimates that the aggregate costs associated with soliciting voting instruction card. Toinstructions in connection with the Proposal, including the expenses of printing and mailing this Proxy Statement, will be effective your revocation must be receivedapproximately $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 fiscal year ended December 31, 2011.

Shareholder Ownership

As of the 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 the Contracts. As noted above, the Participating Insurance Companies are required to offer Contract owners the opportunity to instruct them as to how to vote Portfolio shares.

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

As defined by the Company priorSEC, a security is beneficially owned by a person if that person has or shares voting power or investment power with respect to the related Meeting and must indicate your name and account number. In addition, if you attend the Meeting in person you may, if you wish, vote by ballot at the Meeting, thereby canceling any voting instruction card previously given.security.

The Proposal does not require separate voting by individual Portfolios of a Company or by separate classes of a Portfolio. Shareholders of each Company vote together on the Proposal for that Company. To the knowledge of management,AST and PSF, the executive officers and Board MembersTrustees of each Company,AST or PSF as a group owned less than 1% of the outstanding Shares of each Portfolio and each Company as of December 1, 2010. The number of shares of eacheither Portfolio outstanding as of the closeRecord Date. To the knowledge of business on December 1, 2010 is shown in Exhibit B. A listingAST and PSF, the Trustees of persons who owned beneficially more than 5% of any class of the Shares of a Portfolio as of December 1, 2010 is contained in Exhibit C.

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

THE PROPOSAL TO ELECT DIRECTORS OR TRUSTEES

DISCUSSION

The Board of each Company has nominated the ten individuals identified below for election to each Company's Board. Pertinent information about each nominee is set forth below. Each of the nominees has consented to being named in this proxy statement, and has indicated a willingness to serve if elected. AST and PSF as trusts,a group have a boardnot engaged in transactions involving the securities of trustees. GIB, as a corporation, has a boardPFI in an amount exceeding 1% of directors. Directors and trustees serve the same oversight role and are referred to collectively as Board Members or Directors.

Board Members who are not "interested persons" of a Company (as defined in the Investment Company Act of 1940 (the 1940 Act)) are referred to as Independent Board Members or Independent Directors. Board Members who are "interested persons" (as defined in the 1940 Act) of a Company are referred to as Interested Board Members or Interested Directors.

Three individuals have been nominated to serve as Interested Directors: Stephen Pelletier, Timothy S. Cronin, and Robert F. Gunia. Mr. Pelletier currently serves as the President of each Company, and serves as an Interested Director of AST and GIB. Mr. Cronin currently serves as Vice President of each Company, and serves as an Interested Director of AST and GIB. Mr. Gunia currently serves as an Interested Director of AST, PSF and GIB. Mr. Pelletier and Mr. Cronin are employees of Prudential Financial, Inc. or its affiliates and therefore are referred to as Management Interested Directors. Mr. Gunia is no longer an employee of Prudential Financial, Inc. or its affiliates due to his retirement and therefore is referred to as a Non-Management Interested Director.

Seven individuals have been nominated to serve as Independent Directors. Six of the nominees for Independent Director currently serve as Independent Directors of AST, PSF and GIB.

The Board of AST is currently composed of three Interested Directors and six Independent Directors. The Board of PSF is currently composed of one Interested Director and six Independent Directors. The Board of GIB is currently composed of three interested Directors and six Independent Directors. The Chair of the Board of each Company is Thomas T. Mooney, who is an Independent Director. If all of the individuals nominated for election are elected by shareholders, the Board of each Company will be comprised of seven Independent Directors and three Interested Directors.

Section 16 of the 1940 Act effectively requires that at least 2/3 of the members of a mutual fund's board be elected by shareholders. The last time that shareholders of PSF, AST and GIB elected Board Members was in 2001, 2003 and 2003, respectively. Since then, as a result of retirements and subsequent appointments of new Board Members, each Company either has or soon will approach its statutoryPFI's outstanding voting securities.

limitation under the 1940 Act and can no longer appoint additional Board Members withoutSHAREHOLDER PROPOSALS

Any Portfolio shareholder who wishes to submit a shareholder vote. Further, with the pending retirement of certain Independent Directors in coming years, the Board has concluded that it is prudentproposal to add an Independent Directorbe considered at this time.

In order to assure the continuity and uninterrupted functioning of the Board of each Company, and to allow each Board to appoint new members in the future as circumstances and conditions may warrant, each Company's current Directors believes that it is appropriate for shareholders to elect a new Board for each Company covered by this proxy statement. By electing the nominees, shareholders will enable the addition of a new Director to facilitate the Board's transition through retirements and the Directors of each Company will have the flexibility necessary to appoint new members in the future in compliance with the requirements of the 1940 Act.

If elected, all nominees will hold office until the earlier to occur of: (a) theAST's or PSF's next meeting of shareholders ofshould send the Company at which Board Members are elected and until their successors are elected and qualified;proposal to AST or (b) until their terms expire in accordance with each Company's retirement policy; or (c) until they resign or are removed as permitted by law. Each Company's retirement policy generally calls for the retirement of Directors on December 31 of the year in which they reach the age of 78. The Governance Committee of the Board, however, may recommend to the Board the extension of a Director's service for a one-year term, which the Board can continue to renew annually for additional one-year periods.

Any Director may be removed by the holders of not less than a majority of the Company's outstanding Shares entitled to vote on the election of Directors. In the event of a vacancy on the Board, the remaining Directors will fill such vacancy by appointing another Director, so long as immediately after such appointment, at least 2/3 of the Directors have been elected by shareholders.

The Board of each Company met six times during the twelve months ended December 31, 2009. Each incumbent Director attended each of these meetings, with the exception of Stephen Pelletier, who attended four meetings. It is expected that the Directors will meet at least four times a year at regularly scheduled meetings. The number of Board meetings held during each Company's most recent fiscal year is set forth in Exhibit F.

None of the nominees is related to another. None of each Company's Independent Directors nor persons nominated to become Independent Directors owns shares of Prudential Financial, Inc. or its affiliates.

The name, age, current Board position, business experience and address of each Independent Director nominee and each Interested Director nominee (each a

"Nominee"), as well as information regarding their service on the boards of other mutual funds in the Prudential mutual fund complex, is as follows:

PROPOSED INDEPENDENT DIRECTOR NOMINEES*

Susan Davenport Austin (Age: 43) | Proposed New Director

Principal Occupation(s) During Past Five Years: Senior Vice President and Chief Financial Officer (Since 2007) and Vice President of Strategic Planning and Treasurer (2002-2007) of Sheridan Broadcasting Corporation; President of Sheridan Gospel Network (Since 2004); Vice President, Goldman, Sachs & Co. (2000-2001); Associate Director, Bear, Stearns & Co. Inc. (1997-2000); Vice President, Salomon Brothers Inc. (1993-1997); President of the Board, The MacDowell Colony (Since 2010); Member of the Board of Directors, Broadcast Music, Inc. (Since 2007); Member of the Board of Directors of the National Association of Broadcasters Education Foundation (Since 2010); formerly Member of the Board of Directors, National Association of Broadcasters (2004-2010).

No. of Portfolios Currently Overseen: 0

No. of Portfolios To Be Overseen if Elected: 80

Other Directorships Held**: None

Saul K. Fenster, Ph.D. (Age: 77) | Director of AST, PSF & GIB | Joined AST Board in 2003 | Joined PSF Board in 1983 | Joined GIB Board in 1985

Principal Occupation(s) During Past Five Years: President Emeritus of New Jersey Institute of Technology (since 2002); formerly President (1978-2002) of New Jersey Institute of Technology; Commissioner (1998-2002) of the Middle States Association Commission on Higher Education; Commissioner (1985-2002) of the New Jersey Commission on Science and Technology; formerly Director (1998-2005) of Society of Manufacturing Engineering Education Foundation; formerly Director of Prosperity New Jersey; formerly a director or trustee of Liberty Science Center, Research and Development Council of New Jersey, New Jersey State Chamber of Commerce, and National Action Council for Minorities in Engineering.

No. of Portfolios Currently Overseen: 80

No. of Portfolios To Be Overseen if Elected: 80

Other Directorships Held**: Formerly Director (2000-2006) of IDT Corporation.

Delayne Dedrick Gold (Age: 72) | Director of AST, PSF & GIB | Joined AST Board in 2003 | Joined PSF Board in 2001 | Joined GIB Board in 2003

Principal Occupation(s) During Past Five Years: Marketing Consultant (1982-present); formerly Senior Vice President and Member of the Board of Directors, Prudential Bache Securities, Inc.

No. of Portfolios Currently Overseen: 80

No. of Portfolios To Be Overseen if Elected: 80

Other Directorships Held: None

W. Scott McDonald, Jr. (Age: 73) | Director of AST, PSF & GIB, & Vice-Chairman | Joined AST Board in 2003 | Joined PSF Board in 1983 | Joined GIB Board in 1985

Principal Occupation(s) During Past Five Years: Formerly Management Consultant (1997-2004) and of Counsel (2004-2005) at Kaludis Consulting Group, Inc. (company serving higher education); formerly principal (1995-1997), Scott McDonald Associates; Chief Operating Officer (1991-1995), Fairleigh Dickinson University; Executive Vice President and Chief Operating Officer (1975-1991), Drew University; interim President (1988-1990), Drew University; formerly Director of School, College and University Underwriters Ltd.

No. of Portfolios Currently Overseen: 80

No. of Portfolios To Be Overseen if Elected: 80

Other Directorships Held**: None

Thomas T. Mooney (Age: 69) | Director of AST, PSF & GIB, & Chairman | Joined AST Board in 2003 | Joined PSF Board in 2001 | Joined GIB Board in 2003

Principal Occupation(s) During Past Five Years: Formerly Chief Executive Officer, Excell Partners, Inc. (2005-2007); formerly President of the Greater Rochester Metro Chamber of Commerce (1976-2004); formerly Rochester City Manager (1973); formerly Deputy Monroe County Executive (1974-1976).

No. of Portfolios Currently Overseen: 80

No. of Portfolios To Be Overseen if Elected: 80

Other Directorships Held**: None

Thomas M. O'Brien (Age: 60) | Director of AST, PSF & GIB | Joined AST Board in 1992 | Joined PSF Board in 2003 | Joined GIB Board in 2003

Principal Occupation(s) During Past Five Years: President and COO (since November 2006) and CEO (since April 2007) of State Bancorp, Inc. and State Bank; formerly Vice Chairman (January 1997-April 2000) of North Fork Bank; formerly President and Chief Executive Officer (December 1984-December 1996) of North Side Savings Bank; formerly President and Chief Executive Officer (May 2000-June 2006) Atlantic Bank of New York.

No. of Portfolios Currently Overseen: 80

No. of Portfolios To Be Overseen if Elected: 80

Other Directorships Held**: Director (since April 2008) of Federal Home Loan Bank of New York; formerly Director (December 1996-May 2000) of North Fork Bancorporation, Inc.; formerly Director (May 2000-April 2006) of Atlantic Bank of New York; Director (since November 2006) of State Bancorp, Inc. (NASDAQ: STBC) and State Bank of Long Island.

F. Don Schwartz (Age: 75) | Director of AST, PSF & GIB | Joined AST Board in 1992 | Joined PSF Board in 2003 | Joined GIB Board in 2003

Principal Occupation(s) During Past Five Years: Independent Management/Marketing Consultant (since 2002); formerly CEO and President of AceCo, Inc. (1985-2001) (consulting firm specializing in universal/variable life and variable annuity products); formerly Vice President of The Equitable Life Assurance Society; formerly Guest Insurance Professor at the American College, Louisiana State University, Alabama State University and the Insurance Marketing Institute; Advisor to several state insurance commissioners; a Chartered Life Underwriter, Chartered Financial Consultant and Fellow of the Life Insurance Management Institute.

No. of Portfolios Currently Overseen: 80

No. of Portfolios To Be Overseen if Elected: 80

Other Directorships Held**: None.

PROPOSED INTERESTED DIRECTOR NOMINEES*

Stephen Pelletier (Age: 57) | Director of AST & GIB | President of AST, PSF & GIB | Joined AST Board in 2008 | Joined GIB Board in 2008

Principal Occupation(s) During Past Five Years: President of Prudential Annuities (since September 2008); Chairman and CEO, International Investments, Prudential Financial (since January 1998).

No. of Portfolios Currently Overseen: 61

No. of Portfolios To Be Overseen if Elected: 80

Other Directorships Held**: None

Timothy S. Cronin (Age: 45) | Director of AST & GIB | Vice President of AST, PSF & GIB | Joined AST Board in 2009 | Joined GIB Board in 2009

Principal Occupation(s) During Past Five Years: Chief Investment Officer and Strategist of Prudential Annuities (since January 2004); Director of Investment & Research Strategy (since February 1998); President of AST Investment Services, Inc. (since June 2005).

No. of Portfolios Currently Overseen: 61

No. of Portfolios To Be Overseen if Elected: 80

Other Directorships Held**: None.

Robert F. Gunia (Age: 64) | Director of AST, PSF & GIB | Joined AST Board in 2003 | Joined PSF Board in 2001 | Joined GIB Board in 2003

Principal Occupation(s) During Past Five Years: Independent Consultant (since October 2009); formerly Chief Administrative Officer (September 1999-September 2009) and Executive Vice President (December 1996-September 2009) of Prudential Investments LLC; formerly Executive Vice President (March 1999-September 2009) and Treasurer (May 2000-September 2009) of Prudential Mutual Fund Services LLC; formerly President (April 1999-December 2008) and Executive Vice President and Chief Operating Officer (December 2008-December 2009) of Prudential Investment Management Services LLC; formerly Chief Administrative Officer, Executive Vice President and Director (May 2003-September 2009) of AST Investment Services, Inc.

No. of Portfolios Currently Overseen: 80

No. of Portfolios To Be Overseen if Elected: 80

Other Directorships Held**: Director (since May 1989) of The Asia Pacific Fund, Inc.

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

**  "Other Directorships Held" includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934 (that is, "public companies") or other investment companies registered under the 1940 Act.

BOARD LEADERSHIP STRUCTURE AND QUALIFICATIONS OF THE NOMINEES

The Board is responsible for oversight of each Company and its Portfolios. Each Company has engaged the Manager to manage the Company on a day-to-day basis. The Board oversees the Manager and certain other principal service providers in the operations of the Company. The Board of AST and GIB is currently composed of nine members, six of whom are Independent Directors. The Board of PSF is currently composed of seven members, six of whom are Independent Board Members. One current Board Member is no longer an employee of the Manager or its affiliates but does not currently meet the requirements for an Independent Director, and therefore is referred to as a Non-Management Interested Director. There are also two Directors who are employed by the Manager and therefore are referred to as Management Interested Directors. Those two Management Interested Directors currently serve on the Board of AST and GIB, but they have not been added to the Board o f PSF because of the 1940 Act percentage limitations on adding Directors without shareholder approval.

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

The Board is chaired by an Independent Director. As Chair, this Independent Director leads the Board in its activities. Also, the Chair acts as a member or an ex-officio member of each standing committee and any ad hoc committee of the Board of Directors. The Board is vice chaired by an Independent Director. As Vice-Chair, this Independent Director will, in the absence of the Chair, lead the Board in its activities. The Directors have determined that the Board's leadership and committee structure is appropriate because the Board believes it sets the proper tone as to the relationships between the Companies, on the one hand, and the Manager, the subadviser(s) and certain other principal service providers, on the other, and facilitates the exercise of the Board's independent judgment in evaluating and managing the relationships. In addition, the structure efficiently allocates responsibility among committees.

The Board has concluded that, based on each Nominee's experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Nominees, each Nominee should serve as a Board Member. Among other attributes common to all Nominees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the various service providers to the Company, and to exercise reasonable business judgment in the performance of their duties as Board Members. In addition, for

Directors presently serving on the Board, the Board has taken into account the actual service and commitment of the Board members during their tenure in concluding that each should continue to serve. A Nominee's ability to perform his or her duties effectively may have been attained through a Nominee's educational background or professional training; business, consulting, public service or academic positions; experience from service as a Board Member of the Fund, other funds managed by PI or its affiliates, public companies, or non-profit entities or other organizations; or other experiences. Set forth below is a brief discussion of the specific experience qualifications, attributes or skills of each Nominee that led the Board to conclude that he or she should serve as a Board Member.

Ms. Gold and Messrs. Fenster, McDonald, Mooney, O'Brien and Schwartz have each served for more than 10 years as a Board Member of mutual funds advised by the Manager or its predecessors, including some or all of the following funds: AST, PSF, GIB and/or other mutual funds advised by PI or its predecessors. In addition, Messrs. Fenster and McDonald have more than 20 years of experience in senior leadership positions at institutions of higher learning. Ms. Gold has more than 20 years of experience in the financial services industry. Mr. Mooney has served for more than 30 years in senior leadership positions with municipal organizations and other companies. Mr. O'Brien has more than 25 years of experience in senior leadership positions in the banking industry. Mr. Schwartz has more than 30 years experience as a management consultant including in the financial services industry, and additional experience in the insurance industry. Messrs. Fenste r, Mooney and O'Brien have served on boards of other entities. Mr. Gunia has served for more than 10 years as a Board Member of mutual funds advised by the Manager or its predecessors. In addition, Mr. Gunia served in senior leadership positions for 28 years with the Manager and its affiliates and predecessors. Ms. Austin currently serves as a director and as Senior Vice President and Chief Financial Officer of Sheridan Broadcasting Corporation and President of the Sheridan Gospel Network. In addition to her experience in senior leadership positions with private companies, Ms. Austin has more than 10 years of experience in the investment banking industry. Mr. Pelletier, who has served as an Interested Director and/or President of the Companies and other funds advised by the Manager since 2008, is President of Prudential Annuities. Mr. Cronin, an Interested Director and/or officer of the Companies and other funds advised by the Manager, has held senior positions with Prudential Financial, Inc. (and American S kandia, which was purchased by Prudential Financial) since 1998.

Specific details about each Director's professional experience are set forth in the professional biography tables, above.

In recommending the nomination of each Director nominee, the Board considered, among other things, the individual's background, skills and experience and whether these complemented the background, skills and experience of the other nominees and contributed to the diversity of the Board.

Risk Oversight

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

SHARE OWNERSHIP TABLE — INDEPENDENT DIRECTOR NOMINEES

Information relating to each Nominee's share ownership as of the most recently completed calendar year is set forth in the charts below. The Board has adopted a policy to encourage each Director, to the extent it is financially suitable, to maintain investments, either directly or beneficially, in the Portfolios (or other funds advised by the Manager) that are equal to the aggregate fees for one year that he or she receives for Board-related service to the Portfolios.

SHARE OWNERSHIP TABLE — INTERESTED DIRECTOR NOMINEES

None of the Independent Director Nominees, or any member of his/her immediate family, owned beneficially or of record any securities in an investment adviser or principal underwriter of a Company or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of a Company as of December 31, 2009.

Information concerning Company officers is set forth in Exhibit D.

DIRECTOR COMPENSATION

As of January 1, 2011, each Independent Director and Non-Management Interested Director will receive an annual retainer of $210,000 from all Companies in the aggregate. The annual retainer for the calendar year ending December 31, 2010 was $195,000. The Independent Director who serves as the Chair of each Company's Board receives an additional annual aggregate retainer of $70,000. In addition, the Independent Directors and Non-Management Interested Directors who are members of a Company's Audit, Governance or Compliance Committees receive an annual aggregate retainer of $20,000 for their service on the Committees, except that the Chair of each Committee receives an annual aggregate retainer of $40,000. Independent Directors and Non-Management Interested Directors receive reimbursement for any expenses incurred in attending meetings and for other incidental expenses.

The Management Interested Directors, who are Messrs. Cronin and Pelletier, do not receive any compensation from the Companies, and they do not receive any pension or retirement benefits for their service as Directors.

Set forth below is information describing the aggregate compensation paid by each Company for each Company's most recently completed fiscal year and by the fund complex for the calendar year ended December 31, 2009 to each of the Independent Director Nominees and Non-Management Interested Director Nominees for his/her services. Aggregate compensation numbers shown are for the calendar year ended December 31, 2009, the last full calendar year for which aggregate compensation numbers are available. We do not expect any material difference in the aggregate compensation numbers for the calendar year ending December 31, 2010, although the aggregate compensation figures for the calendar year ending December 31, 2010 will reflect an increase in the annual retainer which became effective as of January 1, 2010.

COMPENSATION PAID TO NOMINEES

(1)  Compensation relates to Portfolios that were in existence during 2009.

(2)  Number of Portfolios represents those in existence as of December 31, 2009 and excludes Portfolios that have merged or liquidated during the year.

(3)  The Companies commenced paying Mr. Gunia compensation when he became a Non-Management Interested Director, which was on/about October 22, 2009.

(4)  Earnings stated above exclude earnings in 2009 on deferred compensation balances, for Directors who had deferred their fees in 2009 or earlier: W. Scott McDonald, Jr.: $26,941, Thomas T. Mooney: $164,601; Thomas M. O'Brien: $357,558, F. Don Schwartz: $37,014.

STANDING COMMITTEES

Board Committees.  The Board has established three standing committees in connection with governance of each Company — Audit, Compliance and Governance. Information on the membership of each standing committee and its functions is set forth below.

Audit Committee.  The Audit Committee consists of Mr. O'Brien (chair), Ms. Gold and Mr. Mooney. The Board has determined that each member of the Audit Committee is not an "interested person" of the Companies as defined in the 1940 Act. The responsibilities of the Audit Committee are to assist the Board in overseeing the Company's independent registered public accounting firm, accounting policies and procedures, and other areas relating to the Company's auditing processes. The Audit Committee is responsible for pre-approving all audit services and any permitted non-audit services to be provided by the independent registered public accounting firm directly to the Companies. The Audit Committee is also responsible for pre-approving permitted non-audit services to be provided by the independent registered public accounting firm to (1) the Manager and (2) any enti ty in a control relationship with the Manager that provides ongoing services to the Companies, provided that the engagement of the independent registered public accounting firm relates directly to the operation and financial reporting of the Companies. The scope of the Audit Committee's responsibilities is oversight. It is management's responsibility to maintain appropriate systems for accounting and internal control and the independent registered public accounting firm's responsibility to plan and carry out an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee Charter is attached as Exhibit E below. The

number of Audit Committee meetings held during the Companies' most recently completed fiscal year is set forth in Exhibit F below.

Compliance Committee.  The Compliance Committee consists of Mr. McDonald (chair), Ms. Gold, Mr. O'Brien, Mr. Gunia and Mr. Mooney (ex-officio). The Compliance Committee serves as a liaison between the Board and the Companies' Chief Compliance Officer (CCO). The Compliance Committee is responsible for considering, in consultation with the Board's Chair and outside counsel, any material compliance matters that are identified and reported by the CCO to the Compliance Committee between Board meetings. The Compliance Committee is also responsible for considering, when requested by the CCO, the CCO's recommendations regarding the materiality of compliance matters to be reported to the Board. The Compliance Committee reviews compliance matters that it determines warrant review between Board meetings. Further, when the CCO wishes to engage an independent third party to perform compliance-related work at the Companies' expense, the Compliance Committee will evaluate with the CCO which third party to recommend to the Board as well as the appropriate scope of the work. The number of Compliance Committee meetings held during the Companies' most recently completed fiscal year is set forth in Exhibit F below.

Governance Committee.  The Governance Committee of the Board is responsible for nominating Directors and making recommendations to the Board concerning Board composition, committee structure and governance, director compensation and expenses, director education, and governance practices. The members of the Governance Committee are Mr. Fenster (Chair), Mr. McDonald, Mr. Schwartz and Mr. Mooney (ex-officio). The Board has determined that each member of the Governance Committee is not an "interested person" of the Companies as defined in the 1940 Act. The number of Governance Committee meetings held during the Companies' most recently completed fiscal year is set forth in Exhibit E below. The Governance Committee charter is attached as Exhibit G below.

The Governance Committee is responsible for considering nominees for Directors at such times as it considers electing new members to the Board. The Governance Committee may consider recommendations by business and personal contacts of current Board members, and by executive search firms which the Committee may engage from time to time and will also consider shareholder recommendations. The Governance Committee has not established specific, minimum qualifications that it believes must be met by a nominee. In evaluating nominees, the Governance Committee considers, among other things, an individual's background, skills, and experience; whether the individual is an "interested person" of the Companies as defined in the 1940 Act; and whether the individual would be deemed an "audit committee financial expert" within the meaning of applicable SEC rules.

The Governance Committee also considers whether the individual's background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board. There are no differences in the manner in which the Governance Committee evaluates nominees for the Board based on whether the nominee is recommended by a shareholder.

A shareholder who wishes to recommend a director for nomination should submit his or her recommendation in writing to the Chair of the Board (Thomas T. Mooney) or the Chair of the Governance Committee (Saul K. Fenster), in either case in care of the Companies, at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102-4077. At a minimum, the recommendation should include: the name, address, and business, educational, and/or other pertinent background of the person being recommended; a statement concerning whether the person is an "interested person"07102, so as defined in the 1940 Act; any other information that the Company would be required to include in a proxy statement concerning the person if he or she was nominated; and the name and address of the person submitting the recommendation, together with the number of Company shares held by such person and the period for which the shares have been held. The recommendation also can include any additional information which the person submitting it believes would assist the Governance Committee in evaluating the recommendation.

Shareholders should note that a person who owns securities issued by Prudential Financial, Inc. (the parent company of the Manager) would be deemed an "interested person" under the 1940 Act. In addition, certain other relationships with Prudential Financial, Inc. or its subsidiaries, with registered broker-dealers, or with the Companies' outside legal counsel may cause a person to be deemed an "interested person." Before the Governance Committee decides to nominate an individual toreceived within a reasonable time before the Board Committee members and other Board members customarily interviewmakes the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire, which is designed to elicit information which must be disclosed under SEC rules and to determine whether the individual is subject to any statutory disqualification from serving on the board of a registered investment company.

A shareholder who wishes to communicate directly with the Board may write to the Chair of the Board (Thomas T. Mooney) in care of the Companies, at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102-4077. A shareholder who wishes to communicate directly with an individual Director may write to that Director in care of the Companies, at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102-4077. Such communications to the Board or an individual Director are not screened before being delivered to the addressee.

AUDIT FEES

The aggregate fees billed by KPMG for professional services rendered for the audit of each Company's annual financial statements for each of its two most recently completed fiscal years is set forth in Exhibit H below.

AUDIT-RELATED FEES

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

TAX FEES

For each Company's two most recent fiscal years, KPMG did not bill any fees associated with tax compliance, tax advice and tax planning, including servicessolicitation relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, tax distribution and analysis reviews and miscellaneous tax advice.

ALL OTHER FEES

For each Company's two most recent fiscal years, KPMG did not bill any fees for products and services provided to the Companies other than those reported under "Audit Fees," "Audit-Related Fees" and "Tax Fees."

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

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

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

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

•  periodic meetings with the accounting firm.

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

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

PROXY COSTS

With respect to PSF and GIB, all of the costs of the Meeting, including printing, postage, voting tabulation and other proxy-related expenses, will be borne by PSF and GIB. With respect to AST, all of the costs of the Meeting, including printing, postage, voting tabulation and other proxy-related expenses will be paid by Participating Insurance Companies out of the administrative fee that AST already pays to Participating Insurance Companies. Costs will be allocated among PSF, GIB and AST proportionally.

REQUIRED VOTE

The nominees receiving the affirmative vote of a plurality, in the case of each Company, of the votes cast will be elected, provided a quorum is present.

EACH BOARD, INCLUDING ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU VOTE "FOR" EACH OF THE NOMINEES.

SHAREHOLDER PROPOSALS

The Companies will not be required to hold meetings of shareholders, unless, for example, the election of Board Members is required to be acted on by shareholders under the 1940 Act. It is the present intention of the Board of each Company not to hold annual meetings of shareholders unless such shareholder action is required.

Any shareholder who wishes to submit a proposal to be considered at a Company's next meeting of shareholders should send the proposal to that Company at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102. In order to be included in the proxy statement and voting instruction card for a meeting,form of proxy relating to such meeting.

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,other applicable law, or if otherwise deemed advisable by the proposal must be receivedBoard. 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

Company within a reasonable time before the Company begins to print and send its proxy materials. Board.

Shareholder proposals that are submitted in a timely manner will not necessarily be included in the Company'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 MeetingsMeeting other than the matters set forthdescribed 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 each Company, respectively.judgment.

Deborah A. Docs
Secretary

December 28, 2010

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

INDEX TO EXHIBITS TO PROXY STATEMENT

Exhibit A  Subadvisers for PSF & AST

Exhibit B  Outstanding Shares (as of Record Date)

Exhibit C  Five Percent Shareholders (as of Record Date)

Exhibit D  Officer Information

Exhibit E  Audit Committee Charter

Exhibit F  Board & Board Committee Meetings

Exhibit G  Governance Committee Charter

Exhibit H  Audit Fees

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Exhibit A

SubadvisersADVANCED SERIES TRUST
AST International Growth Portfolio

SUBADVISORY AGREEMENT

Agreement made as of this _____ day of _____, 2012 between Prudential Investments LLC (PI), a New York limited liability company and AST Investment Services, Inc. (AST), a Maryland corporation (together, the Co-Managers), and Jennison Associates LLC, a Delaware limited liability company (Jennison or the Subadviser);

WHEREAS, the Co-Managers have entered into a Management Agreement (the Management Agreement) dated May 1, 2003, with Advanced Series 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, each as have been provided to it in advance by the Co-Managers (the Trust Documents) and with the written 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 Portfoliosmonitoring the Trust's compliance and will conform to, and comply with, the requirements of PSF:the 1940 Act, 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, assist the Co-Managers in the preparation and filing of 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 investments 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 but not limited any broker or dealer affiliated with the Subadviser) to carry out the policy with respect to brokerage as set forth in the Trust's Prospectus or as the Board of Trustees 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, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadviser's other clients may be a party. The Co-Managers (or Subadviser) to the Trust each shall have discretion to effect investment transactions for the Trust through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Trust to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Co-Managers (or the Subadviser) with respect to the Trust and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission. With respect to the previous sentence, the Co-Managers shall give the Subadviser prior advance notice before exercising discretion to effect transactions for portion of the Trust's portfolio being managed by Subadviser.

  On occasions when the Subadviser deems the purchase or sale of a security, futures contract or other investment to be in the best interest of the 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 investments to be sold or purchased. In such event, allocation of the securities, futures contracts or other investments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to such other clients.

(iv)  The Subadviser shall maintain all books and records with respect to the Trust's portfolio transactions effected by it as required by subparagraphs (bX5), (6), (7), (9), (10) and (11) and paragraph (f) of 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 or investments.

(v)  The Subadviser or an affiliate shall provide the Trust's Custodian on each business day with information relating to all transactions concerning the portion of the Trust's assets it manages, and shall provide the Co-Managers with such information upon request ofthe Co-Managers.

(vi)  The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, the Subadviser and Co-Managers understand and agree that if the Co-Managers manage the Trust in a "manager-of-managers" style, the Co-Managers will, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.

(vii)  The Subadviser acknowledges that the Co-Managers and the Trust intend to rely on Rule 17a-l0, Rule lOf-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 involving the Subadviser.

(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 lea) 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-l under the 1940 Act or any successor regulation. The Subadviser agrees that all records which it maintains for the Trust are the property of the Trust, and the Subadviser will surrender (or provide copies) 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 Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations.

(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 Manager 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 in accordance with the Subadviser's proxy voting policy, 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 portion of the Trust's portfolio securities that it manages and whether those market quotations are reasonable for purposes of valuing such securities or other investments and determining the Trust's net asset value per share and promptly notifying the Co-Managers upon becoming aware of the occurrence of any significant event with respect to the portion of the Trust's portfolio securities that it manages 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 securities or other investments of the Trust as may be required from time to time, including making available information of which the Subadviser has knowledge related to the securities or other investments being valued.

1.  The Co-Managers shall continue to have responsibility for all services to be provided to the Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Co-Managers shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portion of the Trust managed by the Subadviser, cash requirements and cash available for investment in such portion ofthe Trust, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Trust that affect the duties of the Subadviser).

2.  For the services provided pursuant to this Agreement, the Co-Managers shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Trust's average daily net assets of the portion of the Trust managed by the Subadviser as described in the attached Schedule A. Expense caps or fee waivers for the Trust that may be agreed to by the Co-Managers, but not agreed to in writing by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Co-Managers.

3.  The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Co-Managers in connection with the matters to which this Agreement relates, except a loss resulting from willful

misfeasance, bad faith or gross negligence on the Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Co-Managers or the Trust may have against the Subadviser under federal or state securities laws. The Co-Managers shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Co-Managers' willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Co-Managers, their affiliated persons, their officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.

4.  This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Co-Managers or the Subadviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it will promptly notify the Trust and the Co-Managers of the occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change of control (as defined in the 1940 Act) of the Subadviser.

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Co-Managers at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary (for PI) and One Corporate Drive, Shelton, Connecticut, 06484, Attention: Secretary (for AST); (2) to the Trust at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at 466 Lexington Avenue, New York, New York 10017, Attention: ________________ (with a copy to Jennison's Chief Legal Officer).

1.  Nothing in this Agreement shall limit or restrict the right of any of the Subadviser's directors, officers or employees who may also be a Trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

2.  During the term of this Agreement, the Co-Managers agree to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Trust or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, electronic mail, facsimile transmission equipment or hand delivery.

3.  This Agreement may be amended by mutual consent, but the consent of the Trust must be obtained in conformity with the requirements of the 1940 Act

4.  This Agreement shall be governed by the laws of the State of New York.

5.  Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

Subadvisers for Portfolios of AST:

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Exhibit B

OUTSTANDING SHARES (AS OF RECORD DATE)

The close of business on December 1, 2010 has been fixed as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting. Information as to the number of outstanding Shares for each Portfolio as of the record date is set forth below.

THE PRUDENTIAL SERIES FUND

ADVANCED SERIES TRUST

SCHEDULE A

PRUDENTIAL'S GIBRALTAR FUND, INC.:ADVANCED SERIES TRUST

14,444,699.5575AST International Growth Portfolio

As compensation for services provided by Jennison Associates LLC (Jennison), Prudential Investments LLC (PI) and AST Investment Services, Inc. (AST) will pay Jennison Associates LLC an advisory fee on the net assets managed by Jennison Associates LLC that is 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*

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

Exhibit CA

FIVE PERCENT SHAREHOLDER REPORTTHE PRUDENTIAL SERIES FUND

AsSP International Growth Portfolio

SUBADVISORY AGREEMENT

Agreement made as of Decemberthis _____ day of _____, 2012 between Prudential Investments LLC (PI), a New York limited liability company (PI or the Manager), and Jennison Associates LLC, a Delaware limited liability company (Jennison or the Subadviser);

WHEREAS, the Manager has entered into a Management Agreement (the Management Agreement) dated January 1, 2010,2006, with the beneficial owners, directlyPrudential Series Fund, a Delaware statutory 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 acts as Manager of the Trust; and

WHEREAS, the Manager, acting pursuant to the Management Agreement, desires to retain the Subadviser to provide investment advisory services to the Trust and one or indirectly,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 Manager 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 Manager 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 Manager, 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 Manager 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 Declaration of Trust of the Trust, the By-laws of the Trust, the Prospectus of the Trust, and the Trust's valuation procedures, each as have been provided to it in advance by the Manager (the Trust Documents) and with the written instructions and directions of the Manager and of the Board of Trustees of the Trust, co-operate with the Manager's (or its designee's) personnel responsible for monitoring the Trust's compliance and will conform to, and comply with, the requirements of the 1940 Act, 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, assist the Manager in the preparation and filing of such reports as are, or may in the future be, required by the Securities and Exchange Commission (the Commission). The Manager shall provide Subadviser timely with copies of any updated Trust Documents.

(iii)  The Subadviser shall determine the securities, futures contracts and other investments 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 but not limited any broker or dealer affiliated with the Subadviser) to carry out the policy with respect to brokerage as set forth in the Trust's Prospectus or as the Board of Trustees 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, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadviser's other clients may be a party. The Manager (or Subadviser) to the Trust each shall have discretion to effect investment transactions for the Trust through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28( e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Trust to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (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. With respect to the previous sentence, the Manager shall give the Subadviser prior advance notice before exercising discretion to effect transactions for portion of the Trust's portfolio being managed by Subadviser.

  On occasions when the Subadviser deems the purchase or sale of a security, futures contract or other investment 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 investments to be sold or purchased. In such event, allocation of the securities, futures contracts or other investments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to such other clients.

(iv)  The Subadviser shall maintain all books and records with respect to the Trust's portfolio transactions effected by it as required by subparagraphs (bX5), (6), (7), (9), (10) and (11) and paragraph (f) of 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 or investments.

(v)  The Subadviser or an affiliate shall provide the Trust's Custodian on each business day with information relating to all transactions concerning the portion ofthe Trust's assets it manages, and shall provide the Manager with such information upon request of the Manager.

(vi)  The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, the Subadviser and Manager understand and agree that if the Manager manages the Trust in a "manager-of-managers" style, the Manager will, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.

(vii)  The Subadviser acknowledges that the Manager and the Trust intend to rely on Rule 17a-l0, Rule lOf 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 involving the Subadviser.

(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 lea) hereof and shall timely furnish to the Manager all information relating to the Subadviser's services hereunder needed by the Manager to keep the other books and records of the Trust required by Rule 31a-l under the 1940 Act or any successor regulation. The Subadviser agrees that all records which it maintains for the Trust are the property of the Trust, and the Subadviser will surrender (or provide copies) 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 Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations.

(e)  The Subadviser shall furnish to the Manager 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 Manager 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 in accordance with the Subadviser's proxy voting policy, subject to such reasonable reporting and other requirements as shall be established by the Manager.

(g)  The Subadviser acknowledges that it is responsible for evaluating whether market quotations are readily available for the portion of the Trust's portfolio securities that it manages and whether those market quotations are reasonable for purposes of valuing such securities or other investments and determining the Trust's net asset value per share and promptly notifying the Manager upon becoming aware of the occurrence of any significant event with respect to the portion of the Trust's portfolio securities that it manages 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 Manager, the Subadviser (through a qualified person) will assist the valuation committee of the Trust or the Manager in valuing securities or other investments of the Trust as may be required from time to time, including making available information of which the Subadviser has knowledge related to the securities or other investments being valued.

5.  The Manager shall continue to have responsibility for all services to be provided to the Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Manager shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portion of the Trust managed by the Subadviser, cash requirements and cash available for investment in such portion of the Trust, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Trust that affect the duties of the Subadviser).

6.  For the services provided pursuant to this Agreement, the Manager shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Trust's average daily net assets of the portion of the Trust managed by the Subadviser as described in the attached Schedule A. Expense caps or fee waivers for the Trust that may be agreed to by the Manager, but not agreed to in writing by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager.

7.  The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful

misfeasance, bad faith or gross negligence on the Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Trust may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Manager's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Manager, its affiliated persons, their officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.

8.  This Agreement shall continue in effect for a period of more than 5%two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any classpenalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding sharesvoting securities (as defined in the 1940 Act) of the Portfolios are listed below.