ADVANCED SERIES TRUST
AST International Growth Portfolio

THE PRUDENTIAL SERIES FUND
SP International Growth Portfolio

Gateway Center Three
100 MulberryPRUDENTIAL’S GIBRALTAR FUND, INC.

655 Broad Street

Newark, New Jersey 07102

IMPORTANT PROXY MATERIALS

PLEASE VOTE NOW!

January 30, 2012November 6, 2017

Dear Shareholder:Contract Owner:

I am inviting you to vote on an important proposalEnclosed is a notice and proxy statement relating to the managementa Joint Special Meeting of the AST International Growth PortfolioShareholders (the “Meeting”) of the Advanced Series Trust, and the SP International Growth Portfolioeach portfolio of The Prudential Series Fund (each,(“PSF”) and Prudential’s Gibraltar Fund, Inc. (“GIB”, and together with PSF, the “Funds”). GIB and each series of PSF is referred to as a Portfolio,“Portfolio” and they are referred to collectively as the Portfolios.). Each of the Portfolios serves as an investment option under your annuity or insurance contract. A joint special shareholder meeting of each of the Portfolios“Portfolios.” The Meeting is scheduled for March 15, 2012. This package contains information aboutto be held at the proposal and includes materials youoffices of PGIM Investments LLC, located at 655 Broad Street, 17th Floor, Newark, New Jersey.

At the Meeting, shareholders will need to vote. The Boards of Trustees of Advanced Series Trust (AST) and The Prudential Series Fund (PSF) have each approved submitting to shareholders a proposalbe asked to approve new subadvisory agreements between Prudential Investments LLC (PI)the proposals described below:

The Board has unanimously approved the proposals identified above and AST Investment Services, Inc. (ASTISI), as 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 PSF have reviewed the proposal and recommendrecommends that you vote in favor“FOR” each of the proposal.them. Although the Trustees haveBoard has determined that the proposal isproposals are in your best interest, the final decision is yours. The accompanying Proxy Statement includes

As an owner of a detailed description and explanation of the proposal.

Shareholders of each Portfolio are being asked to approve substantially similar subadvisory agreements with the same subadviser, so in order to save money for each Portfolio, one Proxy Statement has been prepared for both Portfolios.

Please read the enclosed materials carefully and cast your vote. Remember, your vote is extremely important, no matter how largevariable annuity, life or small your holdings. By voting now, you can help avoid additional costsother insurance contract or policy 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 itparticipates 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 1-888-778-2888 toll free. Representatives 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
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
March 15, 2012

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

Notice is hereby given that a joint special meeting of the shareholders of each of the AST International Growth Portfolio of the Advanced Series Trust and the SP International Growth Portfolio of The Prudential Series Fund (each, a Portfolio) will be held at the offices of Prudential Investments LLC (PI), Gateway Center Three, 100 Mulberry Street, 14th Floor, Newark, New Jersey on March 15, 2012 at 10:00 a.m. Eastern 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 approve 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 Portfolio.

You are entitled to vote at the Meeting, and at any adjournments thereof, of each Portfolio in which you beneficially owned shares at the close of business on December 30, 2011. IfSeptember 22, 2017, you attendare entitled to instruct the insurance company that issued your contract or policy how to vote the applicable Portfolio shares. The attached notice and proxy statement concerning the Meeting you may vote in person. If you do not expectdescribe the matters to be considered at the Meeting.

You are cordially invited to attend the Meeting, please complete, date, signMeeting. Since it is important that your vote be represented whether or not you are able to attend, you are urged to consider these matters and return each enclosedto exercise your voting instruction card in the enclosed postage paid envelope or voteinstructions by telephone.

  By order of the Boards,

  Deborah A. Docs
Secretary

Dated: January 30, 2012

Voting instruction cards for your Portfolio(s) are enclosed along with the proxy statement. Please vote today bycompleting, dating, signing, and returning the enclosed voting instruction cardscard(s) in the postage prepaidaccompanying return envelope provided. you can also voteat your earliest convenience or by providing your voting instructions by telephone usingor over the "control" number that appearsInternet by following the enclosed instructions. Voting instruction cards must be received by the day before the Meeting. Voting instructions submitted by telephone or over the Internet must be submitted by 11:59 p.m. Eastern Time on the enclosedday before the Meeting. You may submit your voting instructions in person, even though you may have already returned a voting instruction cardscard or submitted your voting instructions by telephone or over the Internet. Please respond promptly in order to save additional costs of solicitation and followingin order to make sure you are represented.

Sincerely,

Timothy Cronin

President

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND

AND VOTE ON THE PROPOSALS

Please read the simple instructions. The Boards of Trustees of Advanced Series Trust and the Prudential Series Fund recommend that you vote "FOR" the Proposal.

ADVANCED SERIES TRUST
AST International Growth Portfolio

THE PRUDENTIAL SERIES FUND
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 March 15, 2012

This Proxy Statement is being furnished to holders of sharesenclosed proxy statement for a complete description of the AST International Growth Portfolioproposals. However, as a quick reference, the following questions and answers provide a brief overview of the Advanced Series Trust andproposals.

Q1. WHY AM I RECEIVING THIS PROXY STATEMENT?

A. As the SP International Growth Portfolioowner of a variable annuity, life or other insurance contract or policy (a “contract owner”), you have instructed your insurance company to allocate your account value into one or more of the portfolios of The Prudential Series Fund (each,(“PSF”) and Prudential’s Gibraltar Fund, Inc. (“GIB”, and together with PSF, the “Funds”). GIB and each series of PSF is referred to as a Portfolio,“Portfolio” and they are referred to collectively as the Portfolios) in connection with“Portfolios.” As is further explained below, the solicitation byFunds are seeking shareholder consideration and approval of three important proposals. Under the federal securities laws, you have the right to instruct your insurance company how to vote the shares of a Fund on any shareholder proposal. You are being asked to provide voting instructions to your insurance company on these proposals.

Q2. WILL THE PROPOSED CHANGES RESULT IN HIGHER FEES OR EXPENSES?

A. No.

Q3. WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?

A. The purpose of the proxy is to ask you to vote on three issues:

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

Investment subadvisory services are currently provided to each Portfolio byProposal 3: To designate 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 Record Date, Prudential Annuities Life Assurance Corporation (PALAC), Pruco Life Insurance Company (Pruco), Pruco Life Insurance Company of New Jersey (Pruco NJ) are Participating Insurance Companies for both Portfolios. Each of PALAC, PICA, Pruco, and Pruco NJ is an affiliate of ASTISI and PI. In addition, with respect only to the SP International Growth Portfolio, several insurance companies which are not affiliates of ASTISI or PI are also Participating Insurance Companies. Each Participating Insurance Company holds assets invested in these Contracts in various separate accounts, each of which is divided into sub-accounts investing exclusively in a mutual fund or in a portfolio of a mutual fund. Therefore, Contract owners who have allocated their account values to applicable sub-accounts are indirectly invested in each Portfolio through the Contracts and should consider themselves shareholders of each Portfolio for purposes of this Proxy Statement.

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

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

To the knowledge of management, the executive officers and Trustees of each of PSF and AST, as a group, owned less than 1% of the outstanding Sharesobjective of each Portfolio as anon-fundamental policy, so that it may be changed by the Board without a shareholder vote.

Q4. HAS THE BOARD APPROVED THE PROPOSALS?

A. Yes. The Board has unanimously approved the proposals and recommends that you vote to approve them.

Q5. WHY IS IT IMPORTANT TO ELECT TRUSTEES/DIRECTORS?

A. The federal securities laws generally require that at leasttwo-thirdsof December 30, 2011.

PROPOSAL TO APPROVE NEW SUBADVISORY AGREEMENTS

At an in-person meetingthe board members of eacha mutual fund be elected by shareholders. Following the anticipated retirement of one of the current Board held on December 7, 2011, at whichmembers who was previously elected by shareholders, less thantwo-thirds of the Board members will have been elected by shareholders. Any person nominated to fill the resulting vacancy (or any other new vacancy) would have to be elected by shareholders. Accordingly, in order to assure the continuity and uninterrupted functioning of the Board and to allow the Board to appoint new members in the future as circumstances and conditions may warrant, the Board believes that it is appropriate for shareholders to elect orre-elect 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 eitherremaining current Board to enter into or amend agreements with unaffiliated subadvisers without obtaining shareholder approval. However, because Jennison and the Manager are under the common control of Prudential Financial, Inc. (PFI) and Jennison is therefore an affiliate of the Manager, the exemptive order is inapplicable and shareholder approval of the Proposal is required.

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

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

Current Subadvisers

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

The table below shows the compensation payable to the current subadvisers by PI under the existing subadvisory agreements for subadvisory services performed by the current subadvisers,members as well as an individual nominated to serve on the dateBoard for the first time.

Q6. WHY IS THE INVESTMENT MANAGER SEEKING AUTHORITY TO ENTER INTO OR MAKE MATERIAL CHANGES TO SUBADVISORY AGREEMENTS WITH WHOLLY-OWNED SUBADVISERS?

A. PGIM Investments LLC, the investment manager of the subadvisory agreements,Funds (“PGIM Investments” or the “Manager”), and the date on which each agreement was last submitted to shareholders for approval.

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

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

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

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

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

The Proposed New Subadviser

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

Jennison serves as subadviser to the following portfolios of PSF and AST which have investment objectives similar to the investment 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 feebelieve that it receives from each Portfolio.

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

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

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

•  each New Subadvisory Agreement will remain in full force and effect for a period of two years from the date of its execution and will continue thereafter as long as its continuance is specifically approved at least annually by vote of a majority of the outstanding voting securities (as that term is defined in the 1940 Act) of each Portfolio, or by the Board, including the approval by a majority of the Independent Trustees, at a meeting called for the purpose of voting on such approval; provided, however, that (i) each New Subadvisory Agreement may be terminated at any time without the payment of any penalty, either by vote of the Board or by vote of a majority of the outstanding voting securities of the Portfolio; (ii) each New Subadvisory Agreement will terminate immediately in the event of its assignment (within the meaning of the 1940 Act) or upon the termination of the Management Agreement; and (iii) each New Subadvisory Agreement may be terminated at any time by Jennison or by the Manager, as applicable, on not more than 60 days' nor less than 30 days' written notice to the other party to the relevant New Subadvisory Agreement.

•  Each New Subadvisory Agreement provides that, in the absence of willful misfeasance, bad faith, or gross negligence in the performance of its duties, or reckless disregard of its obligations and duties thereunder, Jennison will not be liable for any act or omission in connection with its activities as subadviser to the Portfolios.

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

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

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

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

Board Consideration of the New Subadvisory Agreements

The Boards of Trustees of AST and PSF consist of the same ten (10) individuals, seven (7) of whom are Independent Trustees. Each Portfolio is a series of AST or PSF. The Boards of Trustees are responsible for the oversight of each Portfolio and its operations, and performs the various duties imposed on the trustees of investment companies 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 regarding Jennison's compliance policies and procedures.

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

Performance

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

Investment Subadvisory Fee Rates

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

Profitability

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

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

Economies of Scale

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

Other Benefits to the Subadviser 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 the Portfolios and their shareholders to permit the Manager to enter into subadvisory agreements withwholly-owned subadvisers, subject to Board approval, but without shareholder approval. If approved, the expanded “manager of managers” arrangement (which currently only coversunaffiliated subadvisers) would permit the Portfolios to use wholly-owned subadvisers more efficiently and cost-effectively.

Q7. DOES DESIGNATING THE INVESTMENT OBJECTIVES ASNON-FUNDAMENTAL MEAN THAT THE PORTFOLIOS’ INVESTMENT OBJECTIVES WILL BE CHANGED?

A. No. There is no present intention to change the investment objectives of the Portfolios. The designation of each PortfolioPortfolio’s investment objective asnon-fundamental would simply give the Board additional flexibility to make changes to investment objectives that the Board deems appropriate in the future in response to market conditions and other factors, without shareholder approval, allowing the Portfolios to more quickly respond to changing market or other conditions, as well as avoiding the delays and expenses associated with seeking shareholder approval. If the proposal is approved, Board approval and advance notification to shareholders would continue to be required before any investment objective could be changed.

Q8. WHO IS PAYING FOR THE COSTS OF THIS PROXY STATEMENT?

A. The costs of solicitation of shareholder proxies, including printing, postage, voting tabulation and other proxy-related expenses will be shared by the Portfolios and by PGIM Investments and its shareholders and recommended that shareholders of each Portfolio vote to approve the New Subadvisory Agreements.

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

VOTING INFORMATION

Approval of each Proposal requires approval by a majorityaffiliates. The Portfolios will bear 75% of the outstanding voting securities of each Portfolio, as defined by the 1940 Act. For purposescosts, with PGIM Investments and/or its affiliates bearing 25% of the 1940 Act,costs.

Q9. DOES MY VOTE MAKE A DIFFERENCE?

A. Yes. Even if you have account value allocated to very few shares, you can help the Portfolios receive enough votes to act on the proposals by providing your voting instructions as soon as possible.

Q10. HOW MANY SHARES AM I ENTITLED TO SUBMIT VOTING INSTRUCTIONS FOR?

A. As 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 are the owners of record of substantially all of the outstanding voting securities of each Portfolio as of the Record Date and substantially all of each Portfolio's shares are expected to be present in person or represented by proxy at the Meeting through contract owner, voting instructions or through the proportional voting procedure described below, it is currently expected that approval of the Proposal for each Portfolio will require the affirmative vote of a simple majority of each Portfolio's outstanding shares as of the Record Date.

Each Contract owner will beyou are entitled to give your voting instructions equivalent to one vote for each full share and a fractional vote for each fractional share ofrelated to your indirect investment in each Portfolio beneficially owned at the close of business on the Record Date. If sufficient votes to approve the Proposal with respect to a Portfolio are not received by the dateas of the Meeting, the Meeting may be adjournedrecord date. The record date is September 22, 2017.

Q11. WHEN WILL THE SHAREHOLDER MEETING TAKE PLACE?

A. The shareholder meeting (the “Meeting”) is scheduled to permit further solicitations of proxies.take place on December 14, 2017 at 10:00 a.m. Eastern Time.

In accordance with requirements of the SEC, each Participating Insurance Company willQ12. HOW DO I VOTE?

A. Your vote all shares of each 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 the Participating Insurance Companies affiliated with PI and ASTISI will be sufficient to constitute a quorum. Therefore, this proportional voting procedure may result in a relatively small number of Contract owners determining the outcome of the vote.

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

How to Vote

very important. You can vote your shares in any one of threethe following ways:

•  By mail, with

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

14, 2017 at 10:00 a.m. Eastern Time;

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.

Q13. HOW CAN I CHANGE MY VOTING INSTRUCTIONS?

A. Previously submitted voting instructions may be revoked or changed by any of the voting methods described above, subject to the voting deadlines also discussed above.

Q14. CAN THE PROXY STATEMENT BE VIEWED ONLINE?

A. Yes. The proxy statement can be viewed atwww.prudential.com/variableinsuranceportfolios.

Q15. WHAT IF I HAVE QUESTIONS ABOUT THE PROXY STATEMENT?

A. If you require assistance or have any questions regarding the proxy statement, please call1-800-752-6342 between the hours of 8:00 a.m. and 7:00 p.m. Eastern Time Monday-Thursday, and 8:00 a.m. and 6:00 p.m. Eastern Time on Fridays.

THE PRUDENTIAL SERIES FUND

PRUDENTIAL’S GIBRALTAR FUND, INC.

655 Broad Street

Newark, New Jersey 07102

NOTICE OF JOINT SPECIAL

MEETINGS OF SHAREHOLDERS

TO BE HELD ON

December 14, 2017

To the Contract Owners:

NOTICE IS HEREBY GIVEN that a Joint Special Meeting of Shareholders of each portfolio of The Prudential Series Fund (“PSF”) and Prudential’s Gibraltar Fund, Inc. (“GIB”, and together with PSF, the “Funds”) will be held on December 14, 2017 at 10:00 a.m. Eastern Time at the offices of PGIM Investments LLC, located at 655 Broad Street, 17th Floor, Newark, New Jersey (the “Meeting”). GIB and each series of PSF is referred to as a “Portfolio” and they are referred to collectively as the “Portfolios.” You are receiving this proxy statement because you have an interest in one or more of the Portfolios as of September 22, 2017. The purpose of the Meeting is to consider and act upon the matters described below:

Comparable Funds Subadvised by Jennison

As

Your Board has unanimously approved and recommends that you vote in favor of the dateproposals.

Please note that owners of this Proxy Statement, Jennison does not manage anyvariable annuity, life or other mutual funds with comparable investmentinsurance contracts or policies and strategies.

Brokerage Commissions

Neither Portfolio paid commissions(“Contract owners”) who have allocated account value to affiliated broker dealers for the fiscal year ended December 31, 2011.

Shareholder Ownership

Asseparate accounts investing in one or more of the Record Date (December 30, 2011), allPortfolios may instruct their insurance company how to vote the shares related to their investment. Contract owners should consider themselves shareholders for purposes of these proxy materials.

You should read the proxy statement attached to this notice prior to completing your voting instruction card(s). The record date for determining the number of shares outstanding, the shareholders entitled to vote and the Contract owners entitled to provide voting instructions at the Meeting and any adjournments or postponements thereof has been fixed as the close of business on September 22, 2017. If you had an interest in any Portfolio as of the record date, you are entitled to give voting instructions. If you attend the Meeting, you may give your voting instructions in person.

YOUR VOTE IS IMPORTANT.

PLEASE RETURN YOUR VOTING INSTRUCTION CARD(S) PROMPTLY.

Regardless of whether you plan to attend the Meeting, you should give voting instructions by promptly completing, dating, signing, and returning the enclosed voting instruction card(s) in the enclosed postage-paid envelope. You also can provide voting instructions by telephone or over the Internet by following the instructions appearing on the enclosed voting instruction card(s). Voting instruction cards must be received by the day before the Meeting. Voting instructions submitted by telephone or over the Internet must be submitted by 11:59 p.m. Eastern Time on the day before the Meeting. If you are present at the Meeting, you may submit or change your voting instructions, if desired, at that time.

By order of the Board,

Deborah A. Docs

Secretary

Dated: November 6, 2017

THE PRUDENTIAL SERIES FUND

PRUDENTIAL’S GIBRALTAR FUND, INC.

VOTING INFORMATION

FOR THE JOINT SPECIAL MEETING OF SHAREHOLDERS

OF THE PRUDENTIAL SERIES FUND AND

PRUDENTIAL’S GIBRALTAR FUND, INC.

TO BE HELD ON DECEMBER 14, 2017

Dated: NOVEMBER 6, 2017

GENERAL

This voting information is being furnished by the insurance companies using portfolios of The Prudential Series Fund (“PSF”) and Prudential’s Gibraltar Fund, Inc. (“GIB”, and together with PSF, the “Funds”) as investment options under their variable annuity, life or other insurance contracts or policies (“Contracts”) (each, an “Insurance Company” and together, the “Insurance Companies”) to Contract owners who, as of September 22, 2017 (the “Record Date”), had account values allocated to thesub-accounts of one or more separate accounts of the Insurance Companies (the “Separate Accounts”) that invest in shares of one or more of the portfolios of The Prudential Series Fund (“PSF”) and Prudential’s Gibraltar Fund, Inc. (“GIB”, and together with PSF, the “Funds”). GIB and each Portfolioseries of PSF is referred to as a “Portfolio” and they are ownedreferred to collectively as of record by various Participatingthe “Portfolios.”

Each Insurance Company separate accounts related to the Contracts. As noted above, the Participating Insurance Companies areis required to offer Contract owners the opportunity to instruct themit, as the record owner of all of the shares of common stock or beneficial interest in the Portfolios (the “Shares”) held by its Separate Accounts, as to how the Insurance Company should vote on the proposals (the “Proposals”) that will be considered at the Joint Special Meeting of Shareholders referred to in the preceding notice and at any adjournments or postponements thereof (the “Meeting”). The enclosed proxy statement, which you should retain for future reference, sets forth concisely the information about the Proposals that a Contract owner should know before completing the enclosed voting instruction card(s).

This voting information and the accompanying voting instruction card(s) are being mailed to Contract owners on or about November 6, 2017.

HOW TO INSTRUCT AN INSURANCE COMPANY

To instruct an Insurance Company as to how to vote Portfolio shares.the Shares held in its Separate Accounts, Contract owners are asked to promptly complete their voting instructions on the enclosed voting instruction card(s); and sign, date and mail the voting instruction card(s) in the accompanying postage-paid envelope. Contract owners also may provide voting instructions by telephone or over the Internet, as set out in the voting instruction card(s). Voting instruction cards must be received by the day before the Meeting. Voting instructions submitted by telephone or over the Internet must be submitted by 11:59 p.m. Eastern Time on the day before the Meeting.

If a voting instruction card is not marked to indicate voting instructions for each Proposal but is signed, dated and timely returned, it will be treated as an instruction to vote the Shares in favor of the unmarked Proposal.

The table below sets forth,number of Shares held in thesub-account of a Separate Account corresponding to a Portfolio for which a Contract owner may provide voting instructions was determined as of the Record Date by dividing (i) the Contract’s account value allocable to thatsub-account by (ii) the net asset value of one Share of the corresponding Portfolio. Each whole share is entitled to one vote as to each shareholder that owns beneficially more than 5% of each Portfolio.

As defined by the SEC, a security is beneficially owned by a person if that person has or shares voting power or investment powermatter with respect to which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote. At any time prior to an Insurance Company’s voting at the security.Meeting, a Contract owner may revoke his or her voting instructions by providing the Insurance Company with a properly executed written revocation of such voting instructions, properly executing later-dated voting instructions by a voting instruction card, telephone or over the Internet, or appearing and submitting your voting instructions in person at the Meeting.

ToHOW AN INSURANCE COMPANY WILL VOTE

Each Insurance Company will vote the knowledgeShares for which it receives timely voting instructions from Contract owners in accordance with those instructions. Shares in eachsub-account of ASTa Separate Account that is invested in one or more Portfolios for which an Insurance Company receives a voting instruction card that is signed, dated and timely returned but is not marked to indicate voting instructions will be treated as an instruction to vote the Shares in favor of the applicable Proposal. Shares in eachsub-account of a Separate Account that is invested in one or more Portfolios for which an Insurance Company receives no timely voting instructions from Contract owners, or that are attributable to amounts retained by an Insurance Company, will be voted by the Insurance Company either “FOR” or “AGAINST” approval of the Proposals, or as an abstention, in the same proportion as the Shares for which Contract owners have provided voting instructions to the Insurance Company.As a result of such proportional voting by the Insurance Companies, it is possible that a small number of Contract owners could determine whether a Proposal is approved.

OTHER MATTERS

The Insurance Companies are not aware of any matters, other than the specified Proposals, to be acted on at the Meeting. If any other matters come before the Meeting, an Insurance Company will vote the Shares upon such matters in its discretion. Voting instruction cards may be solicited by employees of PGIM Investments LLC, the investment manager of the Funds, or its affiliates as well as officers and agents of the Funds. The principal solicitation will be by mail and electronic delivery but voting instructions may also be solicited by telephone, fax, personal interview, or over the Internet.

It is expected that the presence at the Meeting of the Insurance Companies will be sufficient to constitute a quorum. If the vote required to approve or reject a Proposal is not obtained at the Meeting, the officers of the Funds may propose one or more adjournments of the Meeting in accordance with applicable law and the Funds’ governing documents to permit further solicitation of voting instructions.

It is important that you vote. Please promptly mark your voting instructions on the enclosed voting instruction card(s); then sign, date and mail the voting instruction card(s) in the accompanying postage-paid envelope. You may also provide your voting instructions by telephone or over the Internet by following the instructions set forth on the voting instruction card(s). Voting instructions submitted by telephone or over the Internet must be submitted by 11:59 p.m. Eastern Time on the day before the Meeting. You may also attend the Meeting in person and submit your voting instructions.

THE PRUDENTIAL SERIES FUND

PRUDENTIAL’S GIBRALTAR FUND, INC.

655 Broad Street

Newark, New Jersey 07102

PROXY STATEMENT DATED NOVEMBER 6, 2017

Joint Special Meetings of Shareholders

to Be Held on December 14, 2017

This proxy statement relates to the solicitation by the Boards of Trustees/Directors (together, the “Board”) of The Prudential Series Fund (“PSF”) and Prudential’s Gibraltar Fund, Inc. (“GIB”, and together with PSF, the executive officers and Trustees“Funds”) of AST or PSF as a group owned less than 1%proxies for the Joint Special Meeting of Shareholders of the outstanding shares of either Portfolio as of the Record Date. To the knowledge of AST and PSF, the Trustees of AST and PSF as a group have not engaged in transactions involving the securities of PFI in an amount exceeding 1% of PFI's outstanding voting securities.

SHAREHOLDER PROPOSALS

Any Portfolio shareholder who wishes to submit a proposalFunds (the “Meeting”) to be consideredheld at AST's or PSF's next meeting of shareholders should send the proposal to AST or PSF at Gateway Center Three, 100 Mulberry655 Broad Street, 4th17th Floor, Newark, New Jersey 07102 soon December 14, 2017 at 10:00 a.m., Eastern Time, or any adjournment(s) or postponement(s) thereof.

This proxy statement is being furnished to owners of variable annuity, life or other insurance contracts or policies (the “Contracts”) issued by insurance companies (each, an “Insurance Company” and together, the “Insurance Companies”) who, as of September 22, 2017 (the “Record Date”), had account values allocated to be received withinthesub-accounts of an Insurance Company’s separate account or accounts (the “Separate Accounts”) that invest in shares of one or more portfolios of the Funds. GIB and each series of PSF is referred to as a reasonable time before“Portfolio” and they are referred to collectively as the Board makes“Portfolios.”

Owners of the Contracts (“Contract owners”) are being provided the opportunity to instruct the applicable Insurance Company to approve the proposals contained in this proxy statement in connection with the solicitation relating to such meeting, in order to be included inby the Boards of Trustees/Directors of the Funds of proxies for the Meeting. This proxy statement and formis also being furnished to the Insurance Companies as the record owners of proxy relating to such meeting.shares.

ASTEach Fund 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 other applicable law, or if otherwise deemed advisable by the Board. PSF is not required, and does not intend, to hold annual meetings other than as required under its Declaration of Trust, the 1940 Act, or other applicable law, or if otherwise deemed advisable by the Board.

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

anOTHER BUSINESSopen-end,

The Manager knows of no business to be presented at the Meeting other than the matters described in this Proxy Statement. If any other matter is properly presented at the Meeting, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment.

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

(This page intentionally left blank.)

Exhibit A

ADVANCED 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 with the U.S. Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended (the 1940 Act), pursuant“1940 Act”). PSF is organized as a Delaware statutory trust. GIB is organized as a Maryland corporation. PSF, as a trust, has a board of trustees. GIB, as a corporation, has a board of directors. Directors and trustees serve the same oversight role. PSF is organized as a series-type Company, and is comprised of 17 separate series (commonly referred to which PI and AST act as Co-Managersportfolios). GIB consists of a single portfolio.

Shares of common stock of GIB, as well as shares of beneficial interest of each series of PSF, are referred to herein as “Shares.” The Insurance Companies are the shareholders of record of the Trust; and

WHEREAS, the Co-Managers, acting pursuantShares. Because Contract owners are being asked to provide voting instructions to the Management Agreement, desire to retain the Subadviser to provide investment advisory services to the Trust and one or moreInsurance Companies, Contract owners should consider themselves shareholders for purposes of its series as specified in Schedule A hereto (individually and collectively, with the Trust,these proxy materials. The Funds’ Boards of Directors/Trustees are referred to herein as the Trust)“Board” and its members may be referred to herein as “Board Members,” “Directors” or “Trustees.”

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on December 14, 2017

This proxy statement, which you should retain for future reference, contains important information regarding the proposals that you should know before providing

1

voting instructions. Additional information about the Funds has been filed with the SEC and is available upon oral or written request. This proxy statement will be available atwww.prudential.com/variableinsuranceportfolioson or about November 6, 2017. Distribution of this proxy statement to the Insurance Companies and to manage such portionContract owners is scheduled to begin on or about November 6, 2017. It is expected that one or more representatives of each Insurance Company will attend the Trust as the Co-Managers shall from time to time direct,Meeting in person or by proxy 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 Subadviserwill vote Shares held by the Co-Managers, including the purchase, retention and disposition thereof,Insurance Company in accordance with voting instructions received from its Contract owners and in accordance with voting procedures established by 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 amendedFunds.

PGIM Investments LLC (“PGIM Investments” or supplemented from time to time, being herein called the "Prospectus"“Manager”), and subject655 Broad Street, Newark, New Jersey 07102, serves as the investment manager of each Portfolio pursuant to the following understandings:

(i)  The Subadviser shall provide supervision of such portionmanagement agreements with each Fund. Prudential Investment Management Services LLC (“PIMS”), 655 Broad Street, Newark, New Jersey 07102, an affiliate of the Trust's investmentsManager, is the principal underwriter of each PSF Portfolio’s Shares. In addition, the investment subadvisers listed inExhibit A (each, a “Subadviser” and collectively, the “Subadvisers”) serve 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 portioninvestment subadvisers of the assets will be invested or held uninvested as cash.Portfolios.

(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 asContract owners who have been providedallocated account values 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 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 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,Portfolios as of the close of business on the Record Date are entitled to give voting instructions at the Meeting. Additional information regarding outstanding Shares, submitting your voting instruction card(s) and (iii) periodically reportattending the Meeting is included at the end of this proxy statement in the section entitled “Voting Information.”

2

PROPOSAL No. 1

TO ELECT BOARD MEMBERS

The Board has nominated the nine individuals identified below for election 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(the “Nominees”). Pertinent information about each Nominee is set forth below. Each Nominee, except Stephen M. Chipman, currently serves as a Board Member 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 officerseach of the Funds and Advanced Series Trust, to serve inwhich together comprise the capacities in which they are elected. Services to be furnished by the Subadviser under this Agreement may be furnished through the mediumPrudential insurance mutual fund complex.

The Board is currently composed of anynine Board Members, one 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 itwhom 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 securitiesan “interested person” (as defined in the 1940 Act) of the Fund, or by the Co-Managers or the Subadviser at any time, without the paymentFunds (the “Interested Board Member”) and eight of any penalty, onwhom are 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“interested persons” (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)Funds (the “Independent Board Members”). The last time that shareholders of each Fund elected Board Members was in 2011. Since that time, as a result of retirements 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 rightsubsequent appointments of anynew Board Members, six of the Subadviser's directors, officers or employees who may alsonine current Board Members have been previously elected by shareholders.

Section 16 of the 1940 Act effectively requires that at leasttwo-thirds of the members of a mutual fund’s board be elected by shareholders immediately after the board’s appointment of a new director. In addition, there must be a Trustee, officer or employeemajority of shareholder-elected board members on the board. One of the Trustcurrent Independent Board Members who was previously elected by shareholders, Delayne Dedrick Gold, is expected to engageretire at the end of 2017 in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whetheraccordance with each Fund’s retirement policy. The appointment of a similar or a dissimilar nature, nor limit or restrictnew Board Member by the Subadviser's rightBoard to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.

2.  Duringfill 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 shareholdersresulting vacancy would not be permissible because, after such appointment, only five of the Trust or the public, which refer to the Subadviser in any way, prior to use thereofnine Board members would have been elected by shareholders, 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 consentthus, less thantwo-thirds of the Trust must be obtainedBoard Members would have been elected by shareholders. As a result, in conformityorder to fill the anticipated vacancy on the Board, the Board recently nominated Mr. Chipman for election to serve as a new Independent Board Member of the Funds, effective January 1, 2018. In addition, in order to ensure the continuity and uninterrupted functioning of the Board in compliance with the 1940 Act, and to allow the Board to appoint new members in the future as circumstances and conditions may warrant, the Board believes that it is appropriate for shareholders to elect the remaining current Board Members. By electing the Nominees, the Board will have the flexibility necessary to appoint new members in the future in compliance with the requirements of the 1940 ActAct.

4.  This Agreement shallIf all of the Nominees are elected by shareholders, the Board will continue to be governedcomposed of one Interested Board Member and eight Independent Board Members. Timothy S. Cronin would continue to be an Interested Board Member because he serves (and would continue to serve) in a senior management position with the Manager and/or its affiliates.

If elected, each Nominee will hold office until the earlier to occur of: (a) the next meeting of shareholders of a Fund at which Board Members are elected and until his or her successor is elected and qualified; (b) until his or her term expires in accordance with a Fund’s retirement policy; or (c) until he or resigns or is removed as permitted by law or otherwise pursuant to a Fund’s governing documents. Each Fund’s retirement policy generally calls for the retirement of Board Members on December 31 of the year in which they reach the age of 78. However, the Governance Committee of the Board may recommend to the Board the extension of a Board Member’s service for aone-year term, which the Board can continue to renew annually for additionalone-year periods.

3

Any Board Member may be removed by the lawsholders of not less thantwo-thirds of a Fund’s outstanding Shares. In the event of a vacancy on the Board, the remaining Board Members intend to fill such vacancy by appointing another Board Member, so long as immediately after such appointment, at leasttwo-thirds of the Board Members have been elected by shareholders. It is expected that the Board will meet at least 12 times a year at regularly scheduled meetings.

Each of the Nominees has consented to being named in this proxy statement, and has indicated a willingness to serve (or continue to serve) if elected orre-elected. None of the Nominees is related to another.

The name, age, current Board position, business experience and address of each Independent Board Member Nominee and the Interested Board Member Nominee, as well as information regarding their service on the boards of other mutual funds in the Prudential mutual fund complex, is as follows:

INDEPENDENT BOARD MEMBER NOMINEES

Susan Davenport Austin* (50) | Director/Trustee | Since 2011

Principal Occupation(s) During Past 5 Years: Senior Managing Director of Brock Capital (Since 2014); formerly, Vice Chairman (2013-2017), Senior Vice President and Chief Financial Officer (2007-2012) and Vice President of Strategic Planning and Treasurer (2002-2007) of Sheridan Broadcasting Corporation; formerly President of Sheridan Gospel Network (2004-2014); formerly, Vice President, Goldman, Sachs & Co. (2000-2001); formerly, Associate Director, Bear, Stearns & Co. Inc. (1997-2000); formerly, Vice President, Salomon Brothers Inc. (1993-1997); Member of the Board of Directors, The MacDowell Colony (Since 2010); Presiding Director (Since 2014) and Chairman (2011-2014) of the Board of Directors, Broadcast Music, Inc.; Member of the Board of Directors, Hubbard Radio, LLC (Since 2011); President, Candide Business Advisors, Inc. (Since 2011); formerly Member of the Board of Directors, National Association of Broadcasters (2004-2010).

Number of Portfolios in Fund Complex† Overseen by Nominee: 107

Other Directorships Held by Nominee**: Director of NextEra Energy Partners, LP (NYSE:NEP) (February 2015-Present)

Sherry S. Barrat* (67) | Director/Trustee | Since 2013

Principal Occupation(s) During Past 5 Years: Formerly, Vice Chairman of Northern Trust Corporation (financial services and banking institution) (2011-June 2012); formerly, President, Personal Financial Services, Northern Trust Corporation (2006-2010); formerly, Chairman & CEO, Western US Region, Northern Trust Corporation (1999-2005); formerly, President & CEO, Palm Beach/Martin County Region, Northern Trust.

Number of Portfolios in Fund Complex† Overseen by Nominee: 107

Other Directorships Held by Nominee**: Director of NextEra Energy, Inc. (NYSE:NEE) (1998-Present); Director of Arthur J. Gallagher & Company (Since July 2013).

Jessica M. Bibliowicz* (57) | Director/Trustee | Since 2015

Principal Occupation(s) During Past 5 Years: Senior Adviser (Since 2013) of Bridge Growth Partners (private equity firm); formerly Director (2013-2016) of

4

Realogy Holdings Corp. (residential real estate services); formerly, Chief Executive Officer (1999-2013) of National Financial Partners (independent distributor of financial services products).

Number of Portfolios in Fund Complex† Overseen by Nominee: 107

Other Directorships Held by Nominee**: Director of The Asia-Pacific Fund, Inc. (since 2006); Sotheby’s (since 2014) (auction house andart-related finance).

Kay Ryan Booth* (67) | Director/Trustee | Since 2013

Principal Occupation(s) During Past 5 Years: Partner of Trinity Private Equity Group (Since September 2014); formerly Managing Director of Cappello Waterfield & Co. LLC (2011- 2014); formerly, Vice Chair, Global Research, J.P. Morgan (financial services and investment banking institution) (June 2008-January 2009); formerly, Global Director of Equity Research, Bear Stearns & Co., Inc. (financial services and investment banking institution) (1995-2008); formerly, Associate Director of Equity Research, Bear Stearns & Co., Inc. (1987-1995).

Number of Portfolios in Fund Complex† Overseen by Nominee: 107

Other Directorships Held by Nominee**: None.

Robert F. Gunia* (70) | Director/Trustee | PSF Since 2001; GIB Since 2003

Principal Occupation(s) During Past 5 Years: Independent Consultant (Since October 2009); Director of ICI Mutual Insurance Company (June 2016- Present); formerly, Chief Administrative Officer (September 1999-September 2009) and Executive Vice President (December 1996-September 2009) of PGIM 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.

Number of Portfolios in Fund Complex† Overseen by Nominee: 107

Other Directorships Held by Nominee**: Director (Since May 1989) of The Asia-Pacific Fund, Inc.

Thomas T. Mooney* (75) | Director/Trustee & Independent Chair | PSF Since 2001; GIB Since 2003 | Independent Chair Since 2003

Principal Occupation(s) During Past 5 Years: Formerly, Chief Executive Officer, Excell Partners, Inc. (2005-2007); founding partner of High Technology of Rochester and the Lennox Technology Center; formerly, President of the Greater Rochester Metro Chamber of Commerce (1976-2004); formerly Rochester City Manager (1973); formerly, Deputy Monroe County Executive (1974-1976).

Number of Portfolios in Fund Complex† Overseen by Nominee: 107

Other Directorships Held by Nominee**: None.

Thomas M. O’Brien* (66) | Director/Trustee | Since 2003

Principal Occupation(s) During Past 5 Years: Director, President and CEO Sun Bancorp, Inc. N.A. (NASDAQ: SNBC) and Sun National Bank (Since July 2014); formerly Consultant, Valley National Bancorp, Inc. and Valley National Bank (January

5

2012-June 2012); formerly President and COO (November 2006-April 2017) and CEO (April 2007-December 2011) 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.

5.  Any questionNumber of interpretationPortfolios in Fund Complex† Overseen by Nominee: 107

Other Directorships Held by Nominee**: Formerly Director, BankUnited, Inc. and BankUnited N.A. (NYSE: BKU) (May 2012-April 2014); formerly, Director (April 2008-January 2012) of any term or provisionFederal Home Loan Bank of this Agreement havingNew York; formerly Director (December1996-May 2000) of North Fork Bancorporation, Inc.; formerly Director (May 2000-April 2006) of Atlantic Bank of New York; Director (November 2006-January 2012) of State Bancorp, Inc. (NASDAQ: STBC) and State Bank of Long Island.

Stephen M. Chipman* (56) |See Note 1

Principal Occupation(s) During Past 5 Years: Chief Executive Officer of Radius GGE (USA), Inc. (Since June 2016); formerly, Senior Vice Chairman (December 2014-October 2015) and Chief Executive Officer (January 2010-December 2014) of Grant Thornton LLP.

Number of Portfolios in Fund Complex† to be Overseen by Nominee (if Elected): 107

Other Directorships Held by Nominee**: None.

INTERESTED BOARD MEMBER NOMINEE

Timothy S. Cronin* (51) | Director/Trustee & President | PSF Since 2011; GIB Since 2009

Principal Occupation(s) During Past 5 Years: President of Prudential Annuities (Since June 2015); 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).

Number of Portfolios in Fund Complex† Overseen by Nominee: 107

Other Directorships Held by Nominee**: None.

Note 1: Mr. Chipman is not currently a counterpart in or otherwise derived from a term or provisionBoard Member. He is proposed for election at the Meeting as an Independent Board Member of the 1940 Act, shall be resolvedFunds. Mr. Chipman will serve as an Independent Board Member of Advanced Series Trust, effective January 1, 2018.

6

LEADERSHIP STRUCTURE AND QUALIFICATIONS OF NOMINEES

The Board is responsible for oversight of each Fund and its Portfolios. Each Fund has engaged the Manager to manage each Fund and its Portfolios on aday-to-day basis. The Board oversees the Manager and certain other principal service providers in the operations of each Fund. The Board is currently composed of eleven members, eight of whom are Independent Board Members. The Board meetsin-person at regularly scheduled meetings throughout the year. In addition, the Board Members may meetin-person or by referencetelephone at special meetings or on an informal basis at other times. During each Fund’s most recently completed fiscal year, the Board met 23 times, including regularly scheduled meetings and special meetings. The Board has established four standing committees—Audit, Compliance, Governance, and Investment Review and Risk—and may establish ad hoc committees or working groups from time to such term or provisiontime, to assist the Board in fulfilling its oversight responsibilities. The four standing committees of the 1940 ActBoard met, in the aggregate, 17 times during each Fund’s most recently completed fiscal year. The Independent Board Members have also engaged independent legal counsel to assist them in fulfilling their responsibilities.

The Board is chaired by an Independent Board Member. As Chair, this Independent Board Member leads the Board in its activities. Also, the Chair acts as a member or anex-officio member of each standing committee and any ad hoc committee of the Board. The Board Members have determined that the Board’s leadership and committee structure is appropriate because the Board believes it sets the proper tone to the relationships between each Fund, 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 Board Member’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Board Members, each Board Member should serve as a Board Member. Among other attributes common to all Board Members are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the various service providers to each Fund, and to interpretations thereof, if any,exercise reasonable business judgment in the performance of their duties as Board Members. In addition, 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 Board Member’s ability to perform his or her duties effectively may have been attained through a Board Member’s educational background or professional training; business, consulting, public service or academic positions; experience from service as a Board Member of each Fund, other funds in the Fund Complex, public companies, ornon-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 Board Member that led the Board to conclude that he or she should serve as a Board Member.

Susan Davenport Austin.Ms. Austin currently serves as Senior Managing Director of Brock Capital. 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, and has experience serving on boards of other public companies andnon-profit entities.

7

Sherry S. Barrat. Ms. Barrat has more than 35 years of experience in senior leadership positions in the financial services and banking industries. In addition, Ms. Barrat has over 10 years of experience serving on boards of other public companies andnon-profit entities.

Jessica M. Bibliowicz.Ms. Bibliowicz has more than 25 years of experience in senior leadership positions in the financial services and investment management industries. In addition, Ms. Bibliowicz also has experience in serving on the boards of other public companies, investment companies, andnon-profit organizations.

Kay Ryan Booth.Ms. Booth has more than 35 years of experience in senior leadership positions in the investment management and investment banking industries. Ms. Booth is currently a Partner of Trinity Private Equity Group. In addition to her experience in senior leadership positions with private companies, Ms. Booth has experience serving on the boards of other entities.

Robert F. Gunia.Mr. Gunia has served for more than 10 years as a Board Member of mutual funds advised by the United States courtsManager or its predecessors. In addition, Mr. Gunia served in senior leadership positions for more than 28 years with the Manager and its affiliates and predecessors.

Thomas T. Mooney.Mr. Mooney has 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:Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., and/or other mutual funds advised by the Manager or its predecessors. Mr. Mooney has more than 30 years of experience in senior leadership positions with municipal organizations and other companies and has experience serving on the boards of other entities.

Thomas M. O’Brien.Mr. O’Brien has 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: Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., and/or other mutual funds advised by the Manager or its predecessors. Mr. O’Brien has more than 25 years of experience in senior leadership positions in the absencebanking industry, and has experience serving on the boards of any controlling decisionother entities.

Stephen M. Chipman.Mr. Chipman has 34 years of any such court, by rules, regulations or ordersexperience with a public accounting firm, serving in various senior leadership positions in Europe, North America and Asia. Mr. Chipman also has experience serving on the boards of other entities.

Timothy S. Cronin. Mr. Cronin, an Interested Board Member of the CommissionFunds and other funds advised by the Manager since 2009, served as Vice President of each Fund and other funds advised by the Manager from 2009-2015, as President of the Funds and other funds advised by the Manager since 2015, and has held senior positions with Prudential Financial, Inc. (“Prudential Financial”) (and American Skandia, which was purchased by Prudential Financial) since 1998.

Specific details about each Board Member’s professional experience is set forth in their professional biographies, which appear above.

8

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 each Fund. 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, subadvisers, the Funds’ Chief Compliance Officer, the Funds’ independent registered public accounting firm, counsel, and internal auditors of the Manager or its affiliates, as appropriate, regarding risks faced by each Fund and the risk management programs of the Manager and certain service providers. The actualday-to-day risk management with respect to each Fund resides with the Manager and other service providers to each Fund. Although the risk management policies of the Manager and the service providers are designed 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 each Fund 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 each Fund or the Manager, its affiliates or other service providers.

Selection of Board Member Nominees. The Governance Committee is responsible for considering nominees for Board Members 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” 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 an individual 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 (Delayne D. Gold), in either case in care of each Fund, at 1 Corporate Drive, Shelton, Connecticut 06484. 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” as defined in the 1940 Act; any other information that each Fund 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 Portfolio 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.

9

Shareholders should note that a person who owns securities issued pursuant toby Prudential Financial (the parent company of the Manager) would be deemed an “interested person” under the 1940 Act. In addition, wherecertain other relationships with Prudential Financial or its subsidiaries, with registered broker-dealers, or with each Fund’s outside legal counsel may cause a person to be deemed an “interested person.” Before the effectGovernance Committee decides to nominate an individual to the Board, Committee members and other Board Members customarily interview 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 and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving on the board of a requirementregistered investment company.

Shareholder Communications with the Board. Shareholders of each Fund can communicate directly with the Board by writing to the Chair of the 1940 Act, reflectedBoard, c/o each Fund, 1 Corporate Drive, Shelton, Connecticut 06484. Shareholders can communicate directly with an individual Board Member by writing to that Board Member, c/o each Fund, 1 Corporate Drive, Shelton, Connecticut 06484. Such communications to the Board or individual Board Members are not screened before being delivered to the addressee.

STANDING BOARD COMMITTEES

The Board has established four standing committees in any provisionconnection with governance of this Agreement,each Fund—Audit, Compliance, Governance, and Investment Review and Risk. Information on the membership of each standing committee and its functions is related by rules, regulation or orderset forth below.

Audit Committee. The Board has determined that each member of the Commission, such provision shall be deemedAudit Committee is not an “interested person” as defined in the 1940 Act. The responsibilities of the Audit Committee are to incorporateassist the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the Parties hereto have caused this instrumentBoard in overseeing each Fund’s independent registered public accounting firm, accounting policies and procedures, and other areas relating to each Fund’s auditing processes. The Audit Committee is responsible forpre-approving all audit services and any permittednon-audit services to be executedprovided by their officers designated below asthe independent registered public accounting firm directly to each Fund. The Audit Committee is also responsible forpre-approving permittednon-audit services to be provided by the independent registered public accounting firm to (1) the Manager and (2) any entity in a control relationship with the Manager that provides ongoing services to each Fund, provided that the engagement of the day and year first above written.

SCHEDULE A

ADVANCED SERIES TRUST

AST 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,independent registered public accounting firm relates directly to the following:

0.375%operation and financial reporting of average daily net assetseach Fund. The scope of the Audit Committee’s responsibilities is oversight. It is management’s responsibility to $500 million; 0.325% of average daily net assets from $500 millionmaintain appropriate systems for accounting and internal control and the independent registered public accounting firm’s responsibility to $1 billion;plan 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 Jennisoncarry out an audit in the AST International Growth Portfolio are aggregatedaccordance with the assets managed by Jennison instandards of the SP International Growth PortfolioPublic Company Accounting Oversight Board (United States). The Audit Committee Charter is available atwww.prudential.com/variableinsuranceportfolios. The Audit Committee met 4 times during each Fund’s most recently completed fiscal year.

10

The membership 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.Audit Committee is set forth below:

Thomas M. O’Brien (Chair)

Susan Davenport Austin

Delayne Dedrick Gold¹

Robert F. Gunia

Thomas T. MooneyExhibit A(ex-officio)

THE PRUDENTIAL SERIES FUND

SP International Growth Portfolio

SUBADVISORY AGREEMENT

Agreement made asThe firm of this _____ day of _____, 2012 between Prudential Investments LLC (PI)KPMG LLP (“KPMG”), a345 Park Avenue, New York, limited liability company (PI orNew York 10154 is 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, 2006, with the Prudential Series Fund, a Delaware statutory trust (the Trust) and a diversified, open-end management investment companyindependent 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 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 Managerpublic accounting firm for each Fund. Each Fund’s Audit Committee recommended, and the Board of Trusteeseach Fund (including a majority of the Trust,Independent Board Members) approved, the Subadviser shall manage such portionselection of KPMG as each Fund’s independent accountant for the Trust's portfolioFund’s current fiscal year. Representatives of KPMG are not expected to be present at the Meeting and will not be available to respond to questions during the Meeting; however, they will have the opportunity to make a statement if they so desire.

Compliance Committee. The Compliance Committee serves as delegateda liaison between the Board and the Funds’ 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 SubadviserCompliance Committee between Board meetings. The Compliance Committee is also responsible for considering, when requested by the Manager, includingCCO, the purchase, retention and disposition thereof, in accordanceCCO’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 Funds’ expense, the Compliance Committee will evaluate 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 timeCCO which third party to time, being herein called the "Prospectus"), and subjectrecommend 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 appropriate scope of the work. The Compliance Committee Charter is available atwww.prudential.com/variableinsuranceportfolios. The Compliance Committee met 4 times during each Fund’s most recently completed fiscal year.

The membership of the Compliance Committee is set forth below:

Robert F. Gunia (Chair)

Sherry S. Barrat

Jessica M. Bibliowicz

Kay Ryan Booth

Thomas M. O’Brien

Thomas T. Mooney(ex-officio)

Governance Committee. The Governance Committee of the Board is responsible for nominating Board Members and making recommendations to the Board concerning Board composition, committee structure and governance, director compensation and expenses, director education, and governance practices. The Board has determined that each member of the Governance Committee is not an “interested person” as defined in the 1940 Act. The Governance Committee Charter is available atwww.prudential.com/variableinsuranceportfolios. The Governance Committee met 5 times during each Fund’s most recently completed fiscal year.

The membership of the Governance Committee is set forth below:

Delayne Dedrick Gold (Chair)¹

Susan Davenport Austin

Sherry S. Barrat

Jessica M. Bibliowicz

Kay Ryan Booth

Thomas T. Mooney(ex-officio)

11

Investment Review and Risk Committee (“IRRC”). The IRRC consists of all members of the Board and is chaired by Mr. Mooney, the Chairman of the Board. The Board created the IRRC to help the Board in reviewing certain types of risk, especially those risks related to portfolio investments, the subadvisers for the Portfolios and other related risks. The responsibilities of the IRRC include, but are not limited to: reviewing written materials and reports pertaining to Portfolio performance, investments and risk from subadvisers, the Strategic Investment Review Group (“SIRG”) of PGIM Investments and others; considering presentations from subadvisers, the Manager, SIRG or other service providers on matters relating to Portfolio performance, investments and risk; and periodically reviewing management’s evaluation of various types of risks to the Portfolios. The IRRC met 4 times during each Fund’s most recently completed fiscal year.

During the most recent fiscal year, no incumbent Board Member attended fewer than 75 percent of the total number of Board and committee meetings held during the fiscal year.

12

SHARE OWNERSHIP

The following tables set forth the dollar range of equity securities beneficially owned by each Nominee in each Portfolio as of December 31, 2016. The tables also include the aggregate dollar range of equity securities beneficially owned by each Nominee in all funds in the Fund Complex as of December 31, 2016. The Governance Committee encourages each Board Member to maintain investments in one or more funds that are equal to the aggregate fees for one year that he or she receives for Board-related service to the funds. Under ordinary circumstances, new Independent Board Members have two years to comply with this policy.

SHARE OWNERSHIP TABLE

BOARD MEMBER NOMINEES

Because the Portfolios serve as investment options under variable annuity, life or other insurance contracts or policies, federal tax law prohibits the sale of Portfolio Shares directly to individuals, including the Board Member Nominees. Individuals, including a Board Member Nominee, may, however, have an interest in a Portfolio if he or she purchases a variable contract and selects the Portfolio as an investment option.

13

None of the Independent Board Member Nominees, or any member of his/her immediate family, owned beneficially or of record any securities in PGIM Investments, PIMS or any subadviser of a Portfolio or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with PGIM Investments, PIMS or any subadviser of a Portfolio as of December 31, 2016.

Information concerning Fund officers is set forth inExhibit B.

14

BOARD MEMBER COMPENSATION

As of January 1, 2017, each Independent Board Member receives an annual retainer of $280,000 from all funds in the Fund Complexin the aggregate. The Independent Board Member who serves as the Chair of each Fund’s Board receives an additional annual aggregate fee of $150,000. In addition, Independent Board Members who are members of a Fund’s Audit Committee receive an annual aggregate fee of $25,000 for their service on the Committee, except that the Chair of the Audit Committee receives an annual aggregate fee of $50,000. Independent Board Members who are members of the Governance Committee receive an aggregate annual fee of $25,000 for their service on the Committee, except that the Chair of the Governance Committee receives an annual aggregate fee of $50,000. Independent Board Members who are members of the Compliance Committee receive an aggregate annual fee of $25,000 for their service on the Committee, except that the Chair of the Compliance Committee receives an annual aggregate fee of $50,000. Independent Board Members who are members of the Investment Review and Risk Committee annually receive an additional $25,000. Anex-officio member of a committee does not receive an annual retainer for the committee of which they are a member.

Prior to January 1, 2017, the annual retainer for each Independent Board Member was $230,000. The Independent Board Member who served as the Chair of each Fund’s Board received an additional annual aggregate fee of $85,000. Independent Board Members who were members of a Fund’s Audit Committee received an annual aggregate fee of $20,000 for their service on the Committee, except that the Chair of the Audit Committee received an annual aggregate fee of $50,000. Independent Board Members who were members of the Governance Committee received an aggregate annual fee of $20,000 for their service on the Committee, except that the Chair of the Governance Committee received an annual aggregate fee of $50,000. Independent Board Members who were members of the Compliance Committee received an annual aggregate fee of $20,000 for their service on the Committee, except that the Chair of the Compliance Committee received an annual aggregate fee of $50,000. Independent Board Members who were members of the Investment Review and Risk Committee annually received an additional $20,000.

Independent Board Members receive reimbursement for any expenses incurred in attending meetings and for other incidental expenses. Board fees are reviewed periodically by each Fund’s Board.

Interested Board Members currently do not receive any compensation from the transaction, will be madeFunds or the Fund Complex, and do not receive any pension or retirement benefits for their service as Board Members.

Set forth below is information describing the aggregate compensation paid by each Fund for each Fund’s most recently completed fiscal year and by the SubadviserFund Complex for the calendar year ended December 31, 2016 to each of the Independent Board Members for his/her services. Mr. Chipman did not receive any compensation from the Funds or the Fund Complex during these periods. Aggregate compensation numbers shown are for the calendar year ended December 31, 2016, the last full calendar year for which aggregate compensation numbers are available. We do not expect a material difference in the manneraggregate compensation figures for the Subadviser considers to becalendar year ending December 31, 2017, although the most equitable and consistent with its fiduciary obligations toaggregate compensation figures for the Trust and to such other clients.calendar year ending December 31, 2017 will reflect an increase in the annual retainer which became effective as of January 1, 2017.

(iv)  

15

COMPENSATION PAID TO CURRENT

INDEPENDENT BOARD MEMBERS

16

AUDIT FEES

The Subadviser shall maintain all books and records with respect tofollowing aggregate fees were billed by KPMG for professional services rendered for 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 anyaudit of the Trustees or officers or employeesannual financial statements of the Trust with respecteach Portfolio for each of their two most recently completed fiscal years as indicated below:

AUDIT-RELATED FEES

For each Fund’s two most recent fiscal years, KPMG did not bill any fees related 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 quantitativeaudit or review of financial statements that are not reported above under “Audit Fees,” including accounting consultations, agreed-upon procedure reports, attestation reports, comfort letters,out-of-pocket expenses and qualitativeinternal control reviews not required by regulators.

17

TAX FEES

For each Fund’s two most recent fiscal years, KPMG did not bill any fees associated with tax compliance, tax advice and tax planning, including services 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 consultationsmiscellaneous tax advice.

ALL OTHER FEES

For each Fund’s two most recent fiscal years, KPMG did not bill any fees for products and services provided to the Portfolio other than those reported above 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 permittednon-audit services to be provided by KPMG directly to each Fund. Each Audit Committee is also responsible forpre-approving permittednon-audit services to be provided by KPMG to (1) the Manager and (2) any entity in a control relationship with the Subadviser, (ii) periodically make recommendationsManager that provides ongoing services to each Fund (“Affiliated Service Providers”), provided that the engagement of KPMG relates directly to the Trust's Boardoperation and financial reporting of the Fund.

The Audit Committee of each Fund has adopted policies and procedures with regard to thepre-approval of services. The Audit Committee is charged with the responsibility to monitor the independence of each Fund’s independent accountants. As part of this responsibility, the Audit Committee mustpre-approve any independent accounting firm’s engagement to render audit and/or permissiblenon-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:

For each Fund’s two most recent fiscal years, there were no fees paid fornon-audit services to each Fund’s Manager and Affiliated Service Providers for whichpre-approval by the Audit Committee was required, or for whichpre-approval was not required.

Each Audit Committee has considered whether the contractprovision ofnon-audit services that were rendered by KPMG to the Manager and Affiliated Service Providers that were notpre-approved is compatible with maintaining KPMG’s independence. All services provided by KPMG to each Fund, the Manager or Affiliated Service Providers that were required to bepre-approved werepre-approved as required.

AUDITOR INDEPENDENCE

The Audit Committee has received certain required communications from KPMG and has discussed with KPMG its independence. In connection with these discussions,

18

KPMG has informed the Audit Committee that it identified an issue related to its independence under Rule2-01(c)(1)(ii)(A) of RegulationS-X (referred to as the “Loan Rule”).

The Loan Rule specifically provides that an accounting firm would not be independent if it or certain affiliates and covered persons receives a loan from a lender that is a record or beneficial owner of more than ten percent of an audit client’s equity securities (referred to as a “more than ten percent owner”). For purposes of the Loan Rule, audit clients include all of the funds of the Fund Complex, including the Portfolios. KPMG has informed the Audit Committee that it and certain of its covered persons have relationships with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically reportlenders who hold, as record owner, more than ten percent of the shares of certain funds of the Fund Complex, which implicates the Loan Rule.

On June 20, 2016, the SEC staff issued a“no-action” letter to another mutual fund complex (see Fidelity Management & Research Company, et al.,No-Action Letter) (the“No-Action Letter”) related to the Trust's Board regardingLoan Rule. In 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 thatNo-Action Letter, 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 agreesSEC staff provided assurances that it shallwould not consultrecommend enforcement action against a fund that relied on audit services performed by an accounting firm that was not in compliance with any other subadviser to the Trust with respect to transactionsLoan Rule 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)certain specified circumstances. In connection with its duties under this Agreement,prior independence determinations, KPMG has communicated that, after evaluating the Subadviser agrees to maintain adequate compliance procedures to ensure its compliance withfacts and circumstances and the 1940 Act,Loan Rule andNo-Action Letter, the Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations.

(e)  The Subadviser shall furnishrelationships reported 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 servicesAudit Committee had no bearing on its ability to be provided to the Trust pursuant to the Management Agreementobjective 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 partimpartial in the performance of its dutiesaudits of the Portfolios and that it believes that a reasonable investor, with knowledge of all relevant facts and circumstances, would reach the same conclusion.

In connection with this proxy solicitation, PGIM Investments is making additional inquiries to determine whether any more than ten percent owner of a Portfolio as of the Record Date has discretion to vote at the Meeting while having a covered loan outstanding with KPMG or from its reckless disregardany of its obligations and duties under this Agreement, provided, however,covered persons. In the event that nothing in this Agreement shall be deemed to waive any rightssuch owner is identified, 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, whichrelevant Portfolio may be sustainedineligible to rely on the No-Action Letter and would need to consult with the SEC staff or take other action to comply with the no-action letter requirements in order to be eligible to continue to utilize KPMG as the Portfolio’s independent registered public accounting firm.

REQUIRED VOTE

Persons nominated as Board Members must receive a resultplurality of the Manager's willful misfeasance, bad faith, gross negligence, reckless disregardvotes cast for the relevant Fund, which means that the nine (9) Nominees receiving the highest number of its duties hereunderaffirmative votes cast at the Meeting for each Fund will be elected as long as the votes FOR a Nominee exceed the votes AGAINST that Nominee. Abstentions will have the effect of a vote AGAINST a Nominee.

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

19

PROPOSAL No. 2

TO APPROVE A POLICY TO PERMIT THE INVESTMENT MANAGER TO ENTER INTO OR MATERIALLY AMEND SUBADVISORY AGREEMENTS WITH WHOLLY-OWNED SUBADVISERS WITHOUT SHAREHOLDER APPROVAL

The Board, including all of the Independent Board Members, has approved, and recommends that shareholders approve, a policy which would permit PGIM Investments to enter into and make material amendments to subadvisory agreements with certain affiliated subadvisers with respect to each Portfolio, with prior Board approval but without obtaining shareholder approval (the “ModifiedManager-of-Managers Policy”). Specifically, the ModifiedManager-of-Managers Policy would apply to subadvisory agreements with those affiliated subadvisers that are direct or violation of applicable law, including, without limitation,indirect “wholly-owned subsidiaries” (as that term is defined in 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 asAct) of (1) PGIM Investments, or (2) a resultsister company of PGIM Investments (that is, a company that is a direct or indirect “wholly-owned subsidiary” of the Subadviser's willful misfeasance, bad faith, gross negligence,same company that directly or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.indirectly owns PGIM Investments). Such subadvisers are referred to herein as “Wholly-Owned Subadvisers.”

8.  This Agreement shall continue in effect forShareholders have previously approved each Portfolio’s operation under a period of more than two years“manager-of-managers” structure pursuant to an existing exemptive order from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirementsSEC. Shareholder approval of the 1940 Act; provided, however,current “manager of managers” structure was received by PSF and GIB in 2001. The existing exemptive order permits PGIM Investments to enter into or amend agreements with subadvisers 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 securitiesare not “affiliated persons” (as defined in the 1940 Act) of PGIM Investments, other than by reason of serving as a subadviser to a fund managed by PGIM Investments(“Non-Affiliated Subadvisers”), with prior Board approval but without obtaining shareholder approval (such relief, the “Existing Relief”). In 2014, each Fund and PGIM Investments filed an application with the SEC for a new exemptive order which would extend the relief to apply to Wholly-Owned Subadvisers as well asNon-Affiliated Subadvisers (the “New Relief”). Under the New Relief, shareholder approval would continue to be required for PGIM Investments to enter into and make material amendments to subadvisory agreements with affiliated subadvisers that are not Wholly-Owned Subsidiaries. Although the SEC granted the New Relief in December 2014, pursuant to the conditions set out in the New Relief, shareholders must approve the ModifiedManager-of Managers Policy before the Portfolios can be permitted to rely on the New Relief.

Why Shareholder Approval is Being Sought

Section 15 of the 1940 Act makes it unlawful for any person to act as investment adviser to an investment company, except pursuant to a written contract that has been approved by shareholders. For purposes of Section 15, the term “investment adviser” includes any subadviser to an investment company. Section 15 also requires that an investment advisory agreement provide that it will terminate automatically upon its assignment. As a result, in the absence of exemptive relief, shareholder approval is required in the following circumstances:

20

The 1940 Act does not require shareholder approval for the termination of a subadvisory agreement if such termination is approved by a fund’s Board of Directors/Trustees, including its independent directors/trustees, although shareholders of the fund may terminate a subadvisory agreement at any time by a vote of a majority of its outstanding voting securities, as defined in the 1940 Act.

In conformity with Section 15 of the 1940 Act, each Portfolio is currently required to obtain shareholder approval of subadvisory agreements with any subadviser that is affiliated with PGIM Investments. As noted above, each Portfolio currently is operating under the Existing Relief, which permits it to enter into and amend, with prior Board approval but without shareholder approval, subadvisory agreements withNon-Affiliated Subadvisers. The Existing Relief does not apply to subadvisory agreements with Wholly-Owned Subadvisers, and as a result, each Portfolio is currently required to obtain shareholder approval of any new subadvisory agreement with Wholly-Owned Subadvisers, as well as with affiliated subadvisers that are not Wholly-Owned Subadvisers.

Shareholders are now being asked to approve the ModifiedManager-of-Managers Policy so that the Portfolios may be permitted to rely on the New Relief, under which PGIM Investments would be permitted to select and manage bothNon-Affiliated Subadvisers and Wholly-Owned Subadvisers pursuant to similar conditions. If shareholders approve the ModifiedManager-of-Managers Policy, PGIM Investments will no longer be required to obtain shareholder approval of subadvisory agreements with Wholly-Owned Subadvisers or material amendments thereto. The kinds of changes to agreements with Wholly-Owned Subadvisers that could be effected without further shareholder approval if the ModifiedManager-of-Managers Policy is approved include, but are not limited to: (1) allocating a portion of a Portfolio’s assets to one or more additional subadvisers; (2) continuing a subadvisory agreement where a change in control of the subadviser automatically otherwise causes that agreement to terminate; and (3) replacing an existing subadviser with a new subadviser when PGIM Investments and the Board determine that the new subadviser’s investment philosophy and style, past performance, security selection experience and preferences, personnel, facilities, financial strength, quality of service and client communication are more consistent with the best interests of a Portfolio and its shareholders. Currently, under the Existing Relief, these kinds of changes can be effected without shareholder approval only to agreements withNon-Affiliated Subadvisers.

PGIM Investments believes that the ModifiedManager-of-Managers Policy is in the interests of each Portfolio’s shareholders because it will provide PGIM Investments and the Board with maximum flexibility to select, supervise, and evaluate Wholly-Owned Subadvisers without incurring the expense and potential delay of seeking specific shareholder approval, permitting the Portfolios to more quickly and efficiently respond to changes in market conditions and other factors. Currently, to appoint a new Wholly-Owned Subadviser or to amend a subadvisory agreement with a Wholly-Owned Subadviser, each Portfolio must call and hold a meeting of the Portfolio’s shareholders, create and distribute proxy materials, and arrange for the solicitation of voting instructions from shareholders. This process is time-intensive, slow, and costly.

21

Under the New Relief, PGIM Investments and the Board would be able to act more quickly and with less expense to appoint a Wholly-Owned Subadviser or materially amend an agreement with a Wholly-Owned Subadviser.

Shareholder approval of the ModifiedManager-of-Managers Policy will not result in an increase or decrease in the total amount of investment management fees paid by the Portfolios to PGIM Investments. These fees are paid directly by PGIM Investments to the subadvisers out of the investment management fees PGIM Investments receives from each Portfolio, and not by the Portfolios. When engaging subadvisers and entering into subadvisory agreements, PGIM Investments negotiates and will continue to negotiate fees with subadvisers. The fees paid by the Portfolios to PGIM Investments and the fees paid by PGIM Investments to each subadviser are considered by the Board when approving and renewing the investment management and subadvisory agreements with respect to the Portfolios. Any increase in the investment management fee paid to PGIM Investments by the Portfolios would continue to require shareholder approval.

Under the terms of the New Relief, PGIM Investments and the Portfolios would continue to be subject to several conditions imposed by the SEC which are currently applicable under the Existing Relief. The Portfolios would continue to obtain shareholder approval to enter into or materially modify a subadvisory agreement with any subadviser other than a Wholly-Owned Subadviser or aNon-Affiliated Subadviser (i.e., any affiliated subadviser that is not a “wholly-owned subsidiary” as defined by the 1940 Act). In addition, under the conditions of the New Relief, as is the case with the Existing Relief, within 90 days of entering into a new subadvisory arrangement, shareholders would continue to be provided with an information statement that contains information about the subadviser and subadvisory agreement.

In order to rely on the New Relief, as with the Existing Relief, a majority of the Board must consist of Independent Board Members and the nomination of new or additional Independent Board Members must be at the discretion of the then-existing Independent Board Members. The prospectuses of the Portfolios relying on the New Relief must prominently discuss the ModifiedManager-of-Managers Policy, including the fact that PGIM Investments has ultimate responsibility (subject to oversight by the Board) to oversee the subadvisers and recommend their hiring, termination, and replacement. PGIM Investments will continue to review each subadviser’s performance on an ongoing basis and be responsible for communicating performance expectations and evaluations to subadvisers and for recommending to the Board whether a subadviser’s contract should be renewed, modified or terminated.

If the ModifiedManager-of-Managers Policy is approved by shareholders of a Portfolio, PGIM Investments may determine to rely on the New Relief to seek the termination of a Portfolio’s unaffiliated subadviser and its replacement with a Wholly-Owned Subadviser soon after PGIM Investments obtains the ability to do so. Any such termination and replacement of a subadviser would be subject to Board approval.

If the ModifiedManager-of-Managers Policy is not approved by shareholders of a Portfolio, it will not be implemented for that Portfolio and the Portfolio will continue to operate under the currently existingmanager-of-managers structure, which requires shareholder approval to enter into or materially amend subadvisory agreements with subadvisers that are notNon-Affiliated Subadvisers, including Wholly-Owned Subadvisers, unless otherwise permitted under the 1940 Act.

22

REQUIRED VOTE

Approval of Proposal No. 2 will require the affirmative vote of a “majority of the outstanding voting securities” of each Portfolio, as defined in the 1940 Act, which means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Portfolio, or (ii) 67% or more of the voting securities of the Portfolio present at the Meeting if more than 50% of the Portfolio’s outstanding voting securities are present at the Meeting in person or by proxy. For this purpose, “voting securities” refers to the Shares of each Portfolio. The approval of Proposal No. 2 by the shareholders of a Portfolio is not contingent upon the approval of Proposal No. 2 by the shareholders of any other Portfolio.

THE BOARD, INCLUDING ALL OF ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF THE MODIFIEDMANAGER-OF-MANAGERS POLICY.

23

PROPOSAL No. 3

TO APPROVE A PROPOSAL TO DESIGNATE EACH PORTFOLIO’S

INVESTMENT OBJECTIVE ASNON-FUNDAMENTAL

The Board, including all of the Independent Board Members, has approved, and recommends that shareholders approve, a proposal which would designate each Portfolio’s investment objective asnon-fundamental.

Currently, each Portfolio’s investment objective is either explicitly designated as “fundamental” or may be considered to be “fundamental”. Under the 1940 Act, a “fundamental” policy is any policy of a fund that may be changed only with shareholder approval. The 1940 Act does not require that a fund’s investment objective be designated as fundamental. If Proposal No. 3 is approved by shareholders, the investment objective of each Portfolio would be designated asnon-fundamental rather than fundamental.

The Board and PGIM Investments believe that the designation of each Portfolio’s investment objective asnon-fundamental will help to facilitate the compliance programs and policies of the Portfolios and enhance the ability of the Board to promptly respond to future investment and market conditions when deemed to be in the best interests of shareholders by avoiding the expense and delay associated with first seeking shareholder approval to change a Portfolio’s investment objective. There is no present intention to change or modify any Portfolio’s investment objective. If Proposal No. 3 is approved, Board approval and appropriate advance written notification to shareholders would continue to be required before any implementation of a change in a Portfolio’s investment objective. In addition, each Portfolio’s registration statement would disclose that the Portfolio’s investment objective isnon-fundamental and may be changed by the Board without shareholder approval.

The table below sets out each Portfolio’s current investment objective:

24

If Proposal No. 3 is not approved by shareholders for a Portfolio, shareholder approval would continue to be required to change the investment objective(s) of that Portfolio.

REQUIRED VOTE

Approval of Proposal No. 3 will require the affirmative vote of a “majority of the outstanding voting securities” of each Portfolio, as defined in the 1940 Act, which means the affirmative vote of the lesser of (i) more than 50% of the outstanding voting securities of the Portfolio, or (ii) 67% or more of the voting securities of the Portfolio present at the Meeting if more than 50% of the Portfolio’s outstanding voting securities are present at the Meeting in person or by proxy.

For this purpose, “voting securities” refers to the Shares of each Portfolio. The approval of Proposal No. 3 by the shareholders of a Portfolio is not contingent upon the approval of Proposal No. 3 by the shareholders of any other Portfolio.

THE BOARD, INCLUDING ALL OF ITS INDEPENDENT BOARD MEMBERS, RECOMMENDS THAT YOU VOTE “FOR” APPROVAL TO DESIGNATE THE PORTFOLIO’S INVESTMENT OBJECTIVE ASNON-FUNDAMENTAL.

25

VOTING INFORMATION

The following information applies to each Portfolio for which you are entitled to vote.

Voting Rights

Shareholders as of the Record Date are entitled to vote. Contract owners who have allocated account values to Separate Accounts investing in one or more of the Portfolios as of the Record Date may instruct their Insurance Company how to vote the Shares related to their investment. Contract owners should consider themselves shareholders for purposes of these proxy materials. The Record Date is September 22, 2017.

Each whole Share of a Portfolio is entitled to one vote as to each proposal with respect to which it is entitled to vote, and each fractional share is entitled to a proportionate fractional vote. The table inExhibit C shows the number of outstanding Shares of each Portfolio as of the Record Date. The table inExhibit D shows a listing of persons who owned beneficially or of record more than 5% of any class of Shares of a Portfolio as of the Record Date. Together, the Insurance Companies owned of record more than 95% of those Shares.

Required Shareholder Vote

Portfolios for which an Insurance Company receives a voting instruction card that is signed, dated and timely returned but is not marked to indicate voting instructions will be treated as an instruction to vote the Shares in favor of the applicable proposal. Shares in eachsub-account of a Separate Account that is invested in one or more Portfolios for which an Insurance Company receives no timely voting instructions from Contract owners, or that are attributable to amounts retained by an Insurance Company as surplus or seed money or Shares that are otherwise held by the Insurance Company, will be voted by the Insurance Company either “FOR” or “AGAINST” approval of the proposals, or as an abstention, in the same proportion as the Shares for which Contract owners have provided voting instructions to the Insurance Company.As a result of such proportional voting by the Insurance Companies, it is possible that a small number of Contract owners could determine whether a proposal is approved.

For the election of Board Members under Proposal No. 1, persons nominated as Board Members must receive a plurality of the votes cast for the relevant Funds, which means that the nine (9) Nominees receiving the highest number of affirmative votes cast at the Meeting for each Fund will be elected as long as the votes FOR a Nominee exceed the votes AGAINST that Nominee. Approval of Proposal No. 2 and Proposal No. 3 with respect to a Portfolio each require the affirmative vote of (i) 67% or more of the voting securities of the Portfolio present at the Meeting, if the holders of more than 50% of its outstanding voting securities are present or represented by proxy, or (ii) more than 50% of its outstanding voting securities, whichever is less. With respect to Proposal No. 2 and Proposal No. 3, “voting securities” refers to the Shares of a Portfolio.

The shareholders of a Fund will vote together on the approval of Proposal No. 1 with respect to that Fund. The shareholders of a Portfolio will vote on the approval of Proposal No. 2 and Proposal No. 3 with respect to that Portfolio separately from the

26

shareholders of each other Portfolio. In addition, the approval of Proposal No. 2 and Proposal No. 3 by the shareholders of a Portfolio are not contingent upon the approval of Proposal No. 2 or Proposal No. 3 by the shareholders of any other Portfolio.

With respect to Proposal No. 1, the presence, in person or by proxy, of at leastone-third of the Shares of PSF or GIB entitled to vote at the Meeting will constitute a quorum for the transaction of business at the Meeting for that Fund. It is expected that the presence at the Meeting of the Insurance Companies will be sufficient to constitute a quorum. If a voting instruction card is not marked to indicate voting instructions but is signed, dated and returned, it will be treated as an instruction to vote the shares in favor of each Nominee. If a Contract owner abstains from voting as to any matter, the Shares represented by the abstention will be deemed present at the Meeting for purposes of determining a quorum but will not be voted and, therefore, will have no effect on the proposal to elect the Nominees. The approval of one Nominee is not contingent on the approval of the other Nominees.

With respect to each of Proposal No. 2 and Proposal No. 3, the presence, in person or by proxy, of at leastone-third of the Shares of a Portfolio entitled to vote at the Meeting will constitute a quorum for the transaction of business at the Meeting with respect to that Portfolio. It is expected that the presence at the Meeting of the Insurance Companies will be sufficient to constitute a quorum. If a voting instruction card is not marked to indicate voting instructions but is signed, dated and returned, it will be treated as an instruction to vote the Shares in favor of Proposal No. 2 and Proposal No. 3. If a Contract owner abstains from voting as to any matter, the Shares represented by the abstention will be deemed present at the Meeting for purposes of determining a quorum but will not be voted and, therefore, will have the effect of a vote against Proposal No. 2 and Proposal No. 3.

The approval of one proposal is not contingent on the approval of the any other proposal.

To the knowledge of the Funds, as of the Record Date, the executive officers, the current Board Members and the Board Member Nominees, individually and as a group, owned less than 1% of the Shares of each Portfolio and each Fund.

Solicitation of Proxies and Voting Instructions

Solicitation of voting instructions is being made by the Funds primarily by distribution of this notice and proxy statement by mail. In addition to the solicitation of proxies and voting instructions by mail, officers and agents of the Funds and employees of the Manager, and its affiliates, without additional compensation, may solicit proxies and voting instructions in person or by telephone, fax, the Internet, personal interview or other permissible means. In lieu of executing a voting instruction card, you may attend the Meeting in person.

The Funds have retained Broadridge Financial Solutions, Inc. (“Broadridge”) for the purpose of responding to questions and requests for assistance from Contract Owners. Broadridge may also provide services for the solicitation of voting instructions from Contract owners through any of the means described above.

To instruct an Insurance Company as to how to vote the Shares held in its Separate Accounts, Contract owners are asked to promptly complete their voting instructions on the enclosed voting instruction card(s); and sign, date and mail the

27

voting instruction card(s) in the accompanying postage-paid envelope. Contract owners may also provide voting instructions by telephone or over the Internet by following the instructions appearing on their voting instruction card(s).

The number of Shares held in thesub-account of a Separate Account corresponding to a Portfolio for which a Contract owner may provide voting instructions was determined as of the Record Date by dividing (i) the Contract’s account value allocable to thatsub-account by (ii) the net asset value of one Share of the corresponding Portfolio. Each whole share is entitled to one vote as to each matter with respect to which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote. At any time prior to an Insurance Company’s voting at the Meeting, a Contract owner may revoke his or her voting instructions with respect to a proposal by providing the Insurance Company with a properly executed written revocation of such voting instructions, properly executing later-dated voting instructions by a voting instruction card, telephone or over the Internet, or appearing and providing voting instructions in person at the Meeting.

Proxy Solicitation Costs

The costs of solicitation of shareholder proxies, including printing, postage, voting tabulation and other proxy-related expenses will be shared by the Portfolios and by PGIM Investments and its affiliates. The Portfolios will be responsible for 75% of the costs, and PGIM Investments and/or its affiliates will be responsible for 25% of the costs. With respect to the portion of costs to be borne by the Portfolios, direct costs that can be reasonably attributed to one or more specific Portfolios will be borne by each specific Portfolio; costs that cannot reasonably be attributed to one or more specific Portfolios will be allocated equally among the Portfolios. It is estimated that the total costs and expenses for the solicitation of shareholder proxies will be approximately $1.3 million.

The solicitation of proxies will be made primarily by mail. Because of proportional voting, it is unlikely that a proxy solicitation firm will be utilized to solicit proxies, but if such solicitation is deemed necessary, telephone or oral solicitations may be conducted by regular employees of Broadridge, a proxy solicitation firm retained by each Fund. If Broadridge’s solicitation services are utilized, it is estimated that these services will cost approximately $15,000 (including reimbursements forout-of-pocket expenses), to be borne by the Portfolios and PGIM Investments as described above. The fees and expenses may vary based on a number of factors, including but not limited to the composition of each Portfolio’s shareholder base and voting patterns. Proxies may be recorded pursuant to (i) electronically transmitted instructions or (ii) telephone instructions obtained through procedures reasonably designed to verify that the instructions have been authorized.

Adjournment

If sufficient votes in favor of a proposal are not received by the time scheduled for the Meeting, the officers of the Funds may propose one or more adjournments or postponements of the Meeting to permit further solicitation of voting instructions. The costs of any additional solicitation and any adjourned session will be paid by the Manager and/or the Subadviser at any time, without the paymentits affiliates.

28

Other Matters

The Funds are not aware of any penalty, onmatters to be presented at the Meeting other than those described in this proxy statement. If other business properly comes before the Meeting, the Insurance Companies will vote thereon in their discretion and in accordance with their best judgment.

The Funds are not required to hold regular shareholder meetings and, in order to minimize its costs, does not intend to hold meetings of shareholders unless so required by applicable law, regulation or regulatory policy or if otherwise deemed advisable by the Funds’ management. Shareholders will be given notice of any meeting of shareholders not less than ten days, and not more than 60 days' nor less than 30 days' written90 days (GIB) or 120 days (PSF), before the date of the meeting. In order for a shareholder proposal to be incorporated in the Funds’ proxy statement for a meeting of shareholders, the proposal must be submitted in accordance with the Funds’ governing documents and must be received a reasonable time (generally at least 150 days) before the Funds begin to print and send their proxy materials to shareholders. Any notice of a shareholder proposal that is not submitted in accordance with the Funds’ governing documents or not received by the Funds within a reasonable time before the Funds send their proxy materials relating to a particular meeting will not be considered.

Prompt execution and return of the enclosed voting instruction card(s) is requested. A self-addressed, postage-paid envelope is enclosed for your convenience. If executed but unmarked voting instructions are received, an Insurance Company will vote those unmarked voting instructions in favor of a proposal.

Copies of the Funds’ most recent annual and semi-annual reports, including financial statements, have previously been delivered to shareholders. Shareholders may request additional copies of the Funds’ annual or semi-annual reports, free of charge, by writing to the other party. This Agreement shall terminate automaticallyFunds at 655 Broad Street, Newark, New Jersey 07102 or by calling800-778-2255.

WE NEED YOUR VOTE. IT IS IMPORTANT THAT YOU EXECUTE AND RETURNALL OF YOUR VOTING INSTRUCTION CARDS PROMPTLY.

Deborah A. Docs

Secretary

November 6, 2017

29

INDEX TO EXHIBITS TO PROXY STATEMENT

30

Exhibit A

NAMES AND ADDRESSES OF

THE SUBADVISERS

A-1

A-2

Exhibit B

OFFICER INFORMATION¹

Raymond A. O’Hara* (62) | Chief Legal Officer | Since 2012

Principal Occupation(s) During Past 5 Years: Vice President and Corporate Counsel (since July 2010) of Prudential Insurance Company of America (Prudential); Vice President (March 2011-Present) of Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey; Vice President and Corporate Counsel (March 2011-Present) of Prudential Annuities Life Assurance Corporation; Chief Legal Officer of PGIM Investments LLC (since June 2012); Chief Legal Officer of Prudential Mutual Fund Services LLC (since June 2012) and Corporate Counsel of AST Investment Services, Inc. (since June 2012); formerly Assistant Vice President and Corporate Counsel (September 2008-July 2010) of The Hartford Financial Services Group, Inc.; formerly Associate (September 1980-December 1987) and Partner (January 1988-August 2008) of Blazzard & Hasenauer, P.C. (formerly, Blazzard, Grodd & Hasenauer, P.C.).

Chad A. Earnst* (43) | Chief Compliance Officer | Since 2014

Principal Occupation(s) During Past 5 Years: Chief Compliance Officer (September 2014-Present) of PGIM Investments LLC; Chief Compliance Officer (September 2014-Present) of the PGIM Investments Funds, Target Funds, Advanced Series Trust, The Prudential Series Fund, Prudential’s Gibraltar Fund, Inc., Prudential Global Short Duration High Yield Income Fund, Inc., Prudential Short Duration High Yield Fund, Inc. and Prudential Jennison MLP Income Fund, Inc.; formerly Assistant Director (March 2010-August 2014) of the Asset Management Unit, Division of Enforcement, U.S. Securities & Exchange Commission; Assistant Regional Director (January 2010-August 2014), Branch Chief (June 2006-December 2009) and Senior Counsel (April2003-May 2006) of the Miami Regional Office, Division of Enforcement, U.S. Securities & Exchange Commission.

Charles H. Smith* (44) | Anti-Money Laundering Compliance Officer | Since 2016

Principal Occupation(s) During Past 5 Years: Vice President, Corporate Compliance, Anti-Money Laundering Unit (since January 2015) of Prudential; committee member of the American Council of Life Insurers Anti-Money Laundering and Critical Infrastructure Committee (since January 2016); formerly Global Head of Economic Sanctions Compliance at AIG Property Casualty (February 2007—December 2014); Assistant Attorney General at the New York State Attorney General’s Office, Division of Public Advocacy. (August 1998—January 2007).

Edward C. Merrill, IV, CFA* (33) | Vice President | Since 2017

Principal Occupation(s) During Past 5 Years: Vice President of Prudential Annuities (since December 2014); formerly Director of Prudential Annuities (December 2010—December 2014); formerly Manager of Prudential Annuities (August 2009—December 2010); formerly Senior Analyst of Prudential Annuities (October 2008—August 2009)

Deborah A. Docs* (59) | Secretary | Since 2005

Principal Occupation(s) During Past 5 Years: Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and

B-1

Assistant Secretary (since March 1999) of PGIM Investments LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.

Jonathan D. Shain* (59) | Assistant Secretary | Since 2005

Principal Occupation(s) During Past 5 Years: Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PGIM Investments LLC; Vice President and Assistant Secretary (since February 2001) of Prudential Mutual Fund Services LLC; formerly Vice President and Assistant Secretary (May 2003-June 2005) of AST Investment Services, Inc.

Claudia DiGiacomo* (43) | Assistant Secretary | Since 2005

Principal Occupation(s) During Past 5 Years: Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PGIM Investments LLC (since December 2005); Associate at Sidley Austin Brown & Wood LLP (1999-2004).

Andrew R. French* (54) | Assistant Secretary | Since 2006

Principal Occupation(s) During Past 5 Years: Vice President and Corporate Counsel (since February 2010) of Prudential; formerly Director and Corporate Counsel (2006-2010) of Prudential; Vice President and Assistant Secretary (since January 2007) of PGIM Investments LLC; Vice President and Assistant Secretary (since January 2007) of Prudential Mutual Fund Services LLC.

Kathleen DeNicholas* (43) | Assistant Secretary | Since 2013

Principal Occupation(s) During Past 5 Years: Vice President and Corporate Counsel (since May 2013) of Prudential; Managing Counsel at The Bank of New York Mellon Corporation (2011-2013); formerly Senior Counsel (2007-2011) and Assistant General Counsel (2001-2007) of The Dreyfus Corporation; Chief Legal Officer and Secretary of MBSC Securities Corporation (2011-2013); Vice President and Assistant Secretary of The Dreyfus Family of Funds (2010-2012).

M. Sadiq Peshimam* (53) | Treasurer and Principal Financial & Accounting Officer | Since 2006

Principal Occupation(s) During Past 5 Years: Vice President (since 2005) of PGIM Investments LLC; formerly Assistant Treasurer of funds in the eventPrudential Mutual Fund Complex (2006-2014)

Peter Parrella* (59) | Assistant Treasurer | Since 2007

Principal Occupation(s) During Past 5 Years: Vice President (since 2007) and Director (2004-2007) within Prudential Mutual Fund Administration; formerly Tax Manager at SSB Citi Fund Management LLC (1997-2004).

Lana Lomuti* (51) | Assistant Treasurer | Since 2014

Principal Occupation(s) During Past 5 Years: Vice President (since 2007) and Director (2005-2007), within Prudential Mutual Fund Administration; formerly Assistant Treasurer (December 2007-February 2014) of its assignmentThe Greater China Fund, Inc.

B-2

Linda McMullin* (56) | Assistant Treasurer | Since 2014

Principal Occupation(s) During Past 5 Years: Vice President (since 2011) and Director (2008-2011) within Prudential Mutual Fund Administration.

Alina Srodecka, CFA* (51) | Assistant Treasurer | Since 2017

Principal Occupation(s) During Past 5 Years: Vice President of Tax at Prudential Financial (Since August 2007); formerly Director of Tax at MetLife (January 2003—May 2006); formerly Tax Manager at Deloitte & Touché (October 1997—January 2003); formerly Staff Accountant at Marsh & McLennan (May 1994—May 1997)

B-3

Exhibit C

OUTSTANDING SHARES

The following table sets forth number of outstanding Shares of each Portfolio as of the Record Date.

C-1

Exhibit D

FIVE PERCENT OWNER REPORT

The following table sets forth information regarding the shareholders who owned beneficially or of record 5% or more of the outstanding Shares of a Portfolio as of the Record Date. A shareholder who owns beneficially, directly or indirectly, more than 25% of a Portfolio’s outstanding voting securities may be deemed to “control” (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 Manager 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.Portfolio.

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 Manager at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (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).Fund: PSF Conservative Balanced

6.  Nothing in this Agreement shall limit or restrict the right of any of the Subadviser's directors, officers or employees who may also be a Trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.Shareholder Name: [                    ]|Registration: [                    ] |Share Class: I |Shares /Percentage: [                    ]

7.  During the term of this Agreement, the Manager agrees 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.Fund: PSF Diversified Bond

8.  This Agreement may be amended by mutual consent, but the consent of the Trust must be obtained in conformity with the requirements of the 1940 ActShareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

9.  This Agreement shall be governed by the laws of the State of New York.Fund: PSF Equity

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

IN WITNESS 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.

SCHEDULE AShareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: II |Shares / Percentage: [                    ]

Fund: PSF Flexible Managed

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

Fund: PSF Global

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

Fund: PSF Government Income

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

Fund: PSF Government Money Market

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

D-1

Fund: PSF High Yield Bond

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

Fund: PSF Jennison

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: II |Shares / Percentage: [                    ]

Fund: PSF Jennison 20/20 Focus

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: II |Shares / Percentage: [                    ]

Fund: PSF Natural Resources

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: II |Shares / Percentage: [                    ]

Fund: PSF Small Capitalization Stock

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

Fund: PSF Stock Index

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

Fund: PSF Value

Shareholder Name: [                    ]|Registration: [                    ]|Share Class: I |Shares / Percentage: [                    ]

Shareholder Name: [            ] |Registration: [            ] |Share Class: II |Shares / Percentage: [            ]

Fund: PSF SP International Growth

Shareholder Name: [            ] |Registration: [            ] |Share Class: I |Shares / Percentage: [            ]

Shareholder Name: [            ] |Registration: [            ] |Share Class: II |Shares / Percentage: [            ]

D-2

Fund: PSF SP Prudential U.S. Emerging Growth

Shareholder Name: [            ] |Registration: [            ] |Share Class: I |Shares / Percentage: [            ]

Shareholder Name: [            ] |Registration: [            ] |Share Class: II |Shares / Percentage: [            ]

Fund: PSF SPSmall-Cap Value

Shareholder Name: [            ] |Registration: [            ] |Share Class: I |Shares / Percentage: [            ]

Fund: Prudential’s Gibraltar Fund, Inc.

Shareholder Name: [            ] |Shares / Percentage:

Shareholder Name: [            ] |Shares / Percentage:

D-3

[INSURANCE COMPANY NAME PRINTS HERE]

655 BROAD STREET

NEWARK, NEW JERSEY 07102

VOTING INSTRUCTION CARD

SPECIAL JOINT MEETING OF SHAREHOLDERS (MEETING)

December 14, 2017, 10:00 a.m.

VOTING INSTRUCTIONS ARE HEREBY SOLICITED BY THE ABOVE-REFERENCED INSURANCE COMPANIES (EACH, AN “INSURANCE COMPANY”, AND COLLECITVELY, THE “INSURANCE COMPANIES”) AND THE BOARDS OF TRUSTEES/DIRECTORS OF THE PRUDENTIAL SERIES FUND

SP International Growth Portfolio

As compensation for services provided by Jennison Associates LLC (Jennison) (“PSF”) AND PRUDENTIAL’S GIBRALTAR FUND, INC. (“GIB”), Prudential Investments LLC (PI) 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 SP International Growth Portfolio, the assets managed by Jennison in the SP International Growth Portfolio are aggregated with the assets managed by Jennison in the AST International Growth Portfolio of the Advanced Series Trust and any other portfolio subadvised by Jennison on behalf of PI pursuant to substantially the same investment strategy.

(This page intentionally left blank.AS APPLICABLE (EACH A “FUND” AND TOGETHER, THE “FUNDS”)