ADVANCED SERIES TRUST

AST FQ ABSOLUTE RETURN CURRENCY PORTFOLIOBalanced Asset Allocation Portfolio
AST Capital Growth Asset Allocation Portfolio
AST Preservation Asset Allocation Portfolio

655 Broad Street
Newark, New Jersey 07102

May 26, 2020April 1, 2021

Dear Shareholder:

Enclosed is a notice and proxy statement relating to a Special Meeting of Shareholders (the(each, a "Meeting" and collectively, the "Meetings") of the AST FQ Absolute Return CurrencyBalanced Asset Allocation Portfolio, (the "FQ Portfolio"),AST Capital Growth Asset Allocation Portfolio and AST Preservation Asset Allocation Portfolio (each, a series"Portfolio" and collectively, the "Portfolios") of the Advanced Series Trust (the "Trust" or "AST"). :

The Meeting isMeetings are scheduled to be held on May 11, 2021, at the offices of the Trust, located at 655 Broad Street, Newark, New Jersey 07102, on July 14, 2020 at 11:00 a.m. Eastern Time.times indicated below:

We intend toGenerally, we hold the Meetingspecial meetings in person. However, we are sensitive to the public health and travel concerns our shareholders may have, and recommendations that public health officials may issue, in light ofrelating to the evolving coronavirus (COVID-19)("COVID-19") situation. As a result, we may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location orMeetings will be conducted solely by means of remote communication. We planShareholders will not be able to announce any such updates on our proxy website (www.prudential.com/variableinsuranceportfolios), and we encourage youattend the Meetings in person. Any shareholders wishing to check this website prior toparticipate in the Meeting if you plan to attend.Meetings by means of remote communication can do so at https://www.viewproxy.com/pru/ASTPortfolio/broadridgevsm/.

At theeach Meeting, shareholders will be asked to:

1.  Approve an amended investment management agreement for each Portfolio in connection with the Planimplementation of Substitutiona new principal investment strategy for the FQrelevant Portfolio;

2.  Approve a Shareholder Services and Distribution Plan for each Portfolio pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended; and

2.3.  Transact such other business as may properly come before the Meeting and any adjournments thereof.

ShareholdersWe believe that the proposals are in the best interests of each Portfolio and its shareholders for several reasons:

•  The Potential for Improved Performance: The proposed changes will permit the Portfolio subadvisers, each of which has strong performance records, to directly invest the Portfolios' assets in securities that are expected to improve each Portfolio's performance.

•  Increased Liquidity: The proposed changes will result in an increase in each Portfolio's overlay sleeve during normal market conditions in an attempt to improve liquidity.

•  Reduced Expenses: The proposed changes are expected to decrease each Portfolio's net operating expense ratio. While the proposals will result in an increase in the management fee paid by the Portfolios, the increase in management fee will be offset by the decrease in acquired fund fees and expenses that the Portfolios currently pay as a result of their fund-of-funds structure.

Additional detail regarding each of the FQ Portfolioproposals you are being asked to considerapprove is set forth below:

Proposal 1. Under proposal 1, the investment management agreement would be amended to reflect the change to each Portfolio's principal investment strategy to move from a fund-of-funds structure that invests primarily in underlying funds to a structure using primarily direct investments through multiple sleeves managed by subadvisers. As a result of each Portfolio's new principal investment strategy, the oversight and approve a Planother responsibilities of Substitution (the "Plan") for the FQ Portfolio. On March 10-11, 2020, the Board of Trustees of the Trust (the "Board") considered and approved the liquidation of the FQ Portfolio and agreed to submit the Plan to shareholders. PGIM Investments LLC ("PGIM Investments"and AST Investment Services, Inc. (together, the "Manager") serves aswill increase due to direct oversight over the subadvisers and principal investment managerstrategies, increasing the cost to the FQManager to manage the Portfolios. The Manager will have additional responsibilities and duties in the areas of investment oversight, compliance, legal and fund administration. Those responsibilities include oversight of subadviser performance and compliance, oversight and implementation of complex investments, legal documentation for derivatives, and additional accounting and valuation work responsibilities. The addition of subadvisers and the change from the fund-of-funds structure will also result in an increase in subadvisory fees that the Manager will have to pay to the subadvisers to manage the Portfolios. Under the current structure, Portfolio which was launchedshareholders pay fees for those services indirectly through the Portfolio's investment in April 2014. The FQ Portfolio wasunderlying AST portfolios.

As detailed above, the changes to each Portfolio's principal investment strategy and the related proposed amendment to the Management Agreement are intended to offer a newincrease the potential for improved performance, increased liquidity and reduced net operating expenses for each Portfolio. Although the Manager proposes an increase in the management fee for each Portfolio, the net operating expense ratios for each Portfolio are expected to decrease. This decrease is primarily because the Portfolios will directly pay the costs of certain investment option for contract ownersmanagement services through the investment management fee, rather than indirectly paying the management and other fees through the acquired fund fees and expenses of a new variable annuity contract, which was designed to provide a wide variety of investment options without any guaranteed living benefits. The FQ Portfolio has struggled to reach scale and asset flows intoeach underlying portfolio. Information on the FQ Portfolio have not been substantial enough to enable First Quadrant L.P., the subadviser to the FQ Portfolio, to fully implement itsproposed principal investment strategy thus impacting performance. PGIM Investments does not expectincluding the FQ Portfolio to achieve significant asset growthproposed investment management fee, contractual fee waiver, and overall expenses (both current and proposed) is included in the foreseeable futureaccompanying Q&A and proxy statement.

Proposal 2. The Portfolios do not pay a 12b-1 fee directly. Instead, they indirectly pay 12b-1 fees through the acquired fund fees and expenses of their investments in underlying AST portfolios. Under this current structure, the Portfolios receive the same distribution and other services as the other AST portfolios, but do not pay 12b-1 fees directly to avoid fee duplication. Because of the change to each Portfolio's principal investment strategy to move from a fund-of-funds structure, the Portfolios would no longer pay 12b-1 fees indirectly. Under proposal 2, each Portfolio would adopt a shareholder services and distribution plan under Rule 12b-1 under the Investment Company Act of 1940, as amended, to continue to benefit from the distribution and other services that they currently receive. While approval of Proposal 2 will result does not believe thatin 12b-1 fees paid by each Portfolio, the FQ Portfolio will be viableproposal is necessary in order to implement the changes to each Portfolio's principal investment strategy, which is intended to increase the potential for improved performance, increased liquidity and reduced net operating expenses for each Portfolio. Information on the proposed adoption of the shareholder services and distribution plan under Rule 12b-1 is included in the long-term. As a result,accompanying Q&A and proxy statement.

The proposals for each Portfolio and the Board approved liquidating the FQ Portfolio.

In order to complete the liquidationimplementation of the FQnew principal investment strategy are contingent on each Portfolio's shareholders approving both proposal 1 and proposal 2. The proposals for one Portfolio shareholders must approveare not contingent on the Plan. The Plan provides that, to the extent shareholders do not transfer their assets out of the FQ Portfolio, their assets will be transferred to the AST Government Money Marketproposals for another Portfolio. If either of proposals is not approved by a Portfolio's shareholders, of the FQ Portfolio at the Meeting, the substitution is expected to occur on or about the close of business on August 14, 2020. The liquidation of the FQ Portfolio is contingent upon shareholder approval of the Planinvestment strategy and other changes will not be implemented for the FQthat Portfolio. Thus, the FQ Portfolio will be liquidated only if the Plan is approved by the holders of a majority of the FQ Portfolio's outstanding shares. The insurance company that issued your Contract recommends that you vote "FOR" the Plan.

As an owner of a variable annuity contract or variable life insurance policy with an interest in the FQapplicable Portfolio as of the close of business on April 17, 2020,February 12, 2021, you are entitled to instruct the insurance company that issued your contract onor policy how to vote the FQapplicable Portfolio shares. The attached Notice of Special Meeting of Shareholders and Proxy Statement concerning the MeetingMeetings describe the matters to be considered at the Meeting.Meetings.

The Board of Trustees of the Trust has approved the proposals and recommends that you vote "FOR" the proposals. Although the Board has determined that the proposals are in your best interest, the final decision is yours.

You are cordially invited to attendparticipate in the Meeting.relevant Meeting(s). Since it is important that your vote be represented whether or not you are able to attend,participate, you are urged to consider these matters and to exercise your voting instructions by completing, dating, signing, and returning the enclosed voting instruction card in the accompanying return envelope

accompanying return envelope at your earliest convenience, or by providing your voting instructions by telephone or over the Internet by following the enclosed instructions. Voting instruction cards must be received by the day before the Meeting.relevant Meeting(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 submit your votes in person, even though you may have already returned a voting instruction card or submitted your voting instructions by telephone or over the Internet.relevant Meeting(s). Please respond promptly in order to save additional costs of solicitation and in order to make sure you are represented.

Sincerely,

Timothy S. Cronin
President, Advanced Series Trust

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALPROPOSALS

Please read the enclosed proxy statement for a complete description of the proposal.proposals. However, as a quick reference, the following questions and answers provide a brief overview of the proposal.proposals.

Q 1. WHY AM I RECEIVING THIS PROXY STATEMENT?

A. You are receivinghave received these proxy materials because you have allocated some or all of your account value, through a variable annuity contract ("Contract") that you own, to the AST FQ Absolute Return Currency Portfolio (the "FQ Portfolio"), a series of the Advanced Series Trust (the "Trust" or "AST"). As is further explained below, the Trust is seeking shareholder consideration and approval of an important proposal regarding the FQ Portfolio. You are being asked to provide voting instructions to your insurance company on the proposal.proposals because you are the beneficial owner of shares of one or more of the following portfolios:

•  AST Balanced Asset Allocation Portfolio

•  AST Capital Growth Asset Allocation Portfolio

•  AST Preservation Asset Allocation Portfolio

Each portfolio listed above (each, a "Portfolio" and collectively, the "Portfolios") is a series of the Advanced Series Trust ("AST" or the "Trust"). Each Portfolio is seeking shareholder consideration and approval of important proposals.

Q 2. WHAT PROPOSALPROPOSALS AM I BEING ASKED TO VOTE ON?

A. On March 10-11, 2020, the Board of Trustees of the Trust (the "Board") considered and approved the liquidation of the FQ Portfolio and agreed to submit the Plan of Substitution (the "Plan") to shareholders. The purpose of the proxy is to ask you to vote to approveapprove:

1.  An amended investment management agreement for each Portfolio in connection with the Planimplementation of a new principal investment strategy for the FQ Portfolio. Ifrelevant Portfolio; and

2.  A shareholder services and distribution plan for each Portfolio pursuant to Rule 12b-1 under the Plan is approved by shareholders, the FQ Portfolio will be liquidated. Contract owners will be able to allocate their assets to a different subaccount before the liquidation and, if Contract owners do not allocate their assets to another subaccount, their assets will be allocated to the AST Government Money Market Portfolio.Investment Company Act of 1940, as amended.

Q 3. WHYWHAT IS THE PLANNEW PRINCIPAL INVESTMENT STRATEGY THAT WOULD BE IMPLEMENTED IF THE PROPOSALS ARE APPROVED?

A. Currently, each Portfolio operates as a fund-of-funds by investing approximately 90% of its assets in other underlying funds (primarily composed of other AST portfolios) and up to 10% of its assets in other investments, primarily futures, options and exchange traded funds in an overlay sleeve managed by the Portfolios' current subadviser, QMA LLC ("QMA"). If approved, as part of the new principal investment strategy, each Portfolio will no longer invest substantially all of its assets in underlying AST portfolios. Instead, each Portfolio will primarily invest in direct investments through multiple sleeves managed by new subadvisers.

Q 4. WHY ARE THE PROPOSALS IN THE BEST INTEREST OF SUBSTITUTION BEING PROPOSED?SHAREHOLDERS?

A. The FQBoard of Trustees of the Trust determined that the proposals are in the best interests of each Portfolio was intendedand its shareholders for several reasons.

•  Seeking improved performance — The move from a fund-of-funds structure would allow affiliated and unaffiliated subadvisers with strong performance records to offerdirectly invest the Portfolios' assets, using a new investment option for Contract owners of a new variable annuity contract, which was designed to provide a wide variety of investment options without any guaranteed living benefits.core/satellite approach. The FQ Portfolio has struggled to reach scale, and asset flows into the FQ Portfolio have not been substantial enough to enable First Quadrant L.P., the subadviser to the FQ Portfolio, to fully implement its investment strategy, thus impacting performance.Portfolio's managers, PGIM Investments LLC ("PGIM Investments") does not expectand AST Investment Services, Inc. (together, the FQ Portfolio to achieve significant asset growth in"Manager"), believe, and the foreseeable future and, as a result, does not believeBoard concurred, that the FQdirect investment approach would enhance each Portfolio's opportunities for strong performance going forward.

•  Increased liquidity — The Manager believes that the move to a structure using primarily direct investments through multiple sleeves managed by subadvisers and an increased allocation to each Portfolio's overlay sleeve during normal market conditions permits greater flexibility to efficiently manage asset allocation and provide improved liquidity in times of market stress. The Manager believes these changes will potentially benefit each Portfolio through a full market cycle.

•  Reduced expenses — Each Portfolio's net operating expense ratios are expected to decrease. This decrease is primarily because the Portfolios will directly pay the costs of certain investment management services through the investment management fee, rather than indirectly paying the management and other fees through the acquired fund fees and expenses of each underlying fund.

Q 5. HOW WILL THE PROPOSALS IMPACT FEES AND EXPENSES?

A. The net operating expense ratios for each Portfolio are expected to decrease because the Portfolios will directly pay the costs of certain investment management services through the investment management fee, rather than indirectly paying the management and other fees through the acquired fund fees and expenses of each underlying fund. Notwithstanding the decrease in net operating expense ratios for each Portfolio, under the proposals, the investment management fee paid directly by the Portfolio will be viable in the long-term. As a result, the Board approved liquidating the FQ Portfolio.increase.

Q 4.6. WHAT IS THE "PLAN OF SUBSTITUTION?A "SHAREHOLDER SERVICES AND DISTRIBUTION PLAN?"

A. ToThe federal securities laws permit a mutual fund to use fund assets to pay for distribution-related services only in accordance with a written plan which must satisfy various requirements, and which must be approved by the extentfund's Board and shareholders. The shareholder services and distribution plan, commonly referred to as a "12b-1 plan," establishes the terms, conditions and limitations pursuant to which fund assets may be used to pay for distribution-related services. The fee paid by the fund pursuant to this plan is commonly referred to as a "12b-1 fee." It is expected that a Contract owner does not allocate their assets out of the FQnet operating expense ratios for each Portfolio prior to its liquidation, the Plan will allow the insurance companies to substitute shares of the FQ Portfolio with shares of the AST Government Money Market Portfolio. This transaction is described in more detail in the attached proxy statement.decrease.

Q 5.7. IF THE PROPOSALS ARE APPROVED, WHEN WILL THE PROPOSED PLAN OF SUBSTITUTION TAKECHANGES GO INTO EFFECT?

A. If approved, by shareholders, the proposed Plan ischanges are currently expected to go into effect on or about the close of business on August 14, 2020.July 26, 2021.

Q 6. WILL CONTRACT OWNERS BE ALLOWED TO TRANSFER OUT OF THE AST FQ ABSOLUTE RETURN CURRENCY PORTFOLIO WITHOUT PENALTY AND WITHOUT BEING REQUIRED TO USE ONE OF THEIR ALLOTTED TRANSFERS?

A. Yes. Currently, and at any time prior to the date of the Substitution, Contract owners may elect one free transfer of their interests in the FQ Portfolio to any of the other investment options offered under their Contract, subject to the terms of the relevant Contract prospectus and Contract, and no transfer fees or other charges will be imposed. Following the Substitution, Contract owners who had any remaining interests transferred from the sub-account investing in the FQ Portfolio to the sub-account investing in the Substitute Portfolio may elect one free transfer among any of the remaining investment options in accordance with the terms of their respective Contracts, also free of any transfer fees or other charges, until the later of November 16, 2020 or 90 days after the anticipated effective date of the Substitution.

Q 7.8. WHO IS PAYING FOR THE COSTS OF THIS PROXY STATEMENT?

A. PGIM InvestmentsAll costs incurred in entering into and carrying out the proposals, regardless of whether approved by shareholders, including (without limitation) costs incurred in connection with the printing and mailing of this proxy statement and related materials, will be paid by Prudential Annuities Distributors, Inc. or its affiliates, not the Portfolios. These costs are bearing allexpected to be approximately $503,200.

Transaction costs, associated withincluding spreads and brokerage commissions, will be paid by each Portfolio. Please see the Transition Expenses section of the proxy statement. You will not bear any of the costs or expenses associated with the proxy statement.

•  Completing and signing the enclosed voting instruction card, and mailing it in the enclosed postage paid envelope. Voting instruction cards must be received by the day before the Meeting;

•  Calling toll-free 1-800-690-6903.800-690-6903 and following the instructions. Voting instructions submitted by telephone must be submitted by 11:59 p.m., Eastern Time on the day before the Meeting; or

•  Online at www.proxyvote.com.www.proxyvote.com and following the instructions. Voting instructions submitted over the Internet must be submitted by 11:59 p.m. Eastern Time on the day before the Meeting.

Q 11. 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. Please see the Voting Information section of the proxy statement for additional information.

Q 12. CAN THE PROXY STATEMENT BE VIEWED ONLINE?

A. Yes, the proxy statement can be viewed at www.prudential.com/variableinsuranceportfolios.

Q 13. WHAT IF I HAVE QUESTIONS ABOUT THE PROXY STATEMENT?

A. If you require assistance or have any questions regarding the proxy statement, please call 1-800-752-6342 between the hours of 8:00 a.m. and 7:00 p.m. Eastern Time, Monday-Thursday, andor between the hours of 8:00 a.m. and 6:00 p.m. Eastern Time on Fridays.

ADVANCED SERIES TRUST

AST FQ ABSOLUTE RETURN CURRENCY PORTFOLIOBalanced Asset Allocation Portfolio
AST Capital Growth Asset Allocation Portfolio
AST Preservation Asset Allocation Portfolio

655 Broad Street
Newark, New Jersey 07102

NOTICE OF SPECIAL MEETINGMEETINGS OF SHAREHOLDERS
To Be Held On
July 14, 2020TO BE HELD ON May 11, 2021

To the Shareholders:Shareholders of the AST Balanced Asset Allocation Portfolio, AST Capital Growth Allocation Portfolio, and the AST Preservation Asset Allocation Portfolio, each a series of the Advanced Series Trust:

NOTICE IS HEREBY GIVEN that a Special MeetingMeetings of Shareholders (the(each, a "Meeting" and collectively, the "Meetings") of the AST FQ Absolute Return Currency Portfolio (the "FQ Portfolio"portfolios listed below (each, a "Portfolio" and collectively, the "Portfolios"), each a series of the Advanced Series Trust (the "Trust" or "AST"), will be held on July 14, 2020, at 11:00 a.m. Eastern Time,May 11, 2021 at the offices of the Trust, located at 655 Broad Street, Newark, New Jersey 07102.times indicated below.

We intend toGenerally, we hold the Meetingspecial meetings in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus (COVID-19)("COVID-19") situation. As a result, we may impose additional procedures or limitations on Meeting attendees or may decide to hold the Meeting in a different location orMeetings will be conducted solely by means of remote communication. We planShareholders will not be able to announce any such updates on our proxy website (www.prudential.com/variableinsuranceportfolios), and we encourage youattend the Meetings in person. Any shareholders wishing to check this website prior to the Meeting if you plan to attend.

You are receiving this Proxy Statement because you have an interestparticipate in the FQ Portfolio asMeetings by means of April 17, 2020. remote communication can do so at https://www.viewproxy.com/pru/ASTPortfolio/broadridgevsm/.

The purpose of the MeetingMeetings is to:to consider and act upon:

1.  ApproveApproving an amended investment management agreement for each Portfolio in connection with the Planimplementation of Substitutiona new principal investment strategy for the FQrelevant Portfolio; and

2.  Transact such other businessApproving a Shareholder Services and Distribution Plan (the "Plan") for each Portfolio pursuant to Rule 12b-1 under the Investment Company Act of 1940, as may properly come beforeamended.

We believe that the Meetingproposals are in the best interests of each Portfolio and any adjournments thereof.its shareholders for several reasons:

•  The BoardPotential for Improved Performance: The proposed changes will permit the Portfolio subadvisers, each of Trusteeswhich has strong performance records, to directly invest the Portfolios' assets in securities that are expected to improve each Portfolio's performance.

•  Increased Liquidity: The proposed changes will result in an increase in each Portfolio's overlay sleeve during normal market conditions in an attempt to improve liquidity.

•  Reduced Expenses: The proposed changes are expected to decrease each Portfolio's net operating expense ratio. While the proposals will result in an increase in the management fee paid by the Portfolios, the increase in management fee will be offset by the decrease in acquired fund fees and expenses that the Portfolios currently pay as a result of their fund-of-funds structure.

The amended investment management agreement (the "Management Agreement") would increase the fee paid directly by each Portfolio to PGIM Investments LLC and AST Investment Services, Inc. (collectively the "Manager") to enable the following changes:

•  Changing each Portfolio's principal investment strategy to move from a fund-of-funds structure that invests primarily in underlying funds to a structure using primarily direct investments through multiple sleeves managed by subadvisers; and

•  Adding affiliated and non-affiliated subadvisers to each Portfolio to manage sleeves of the TrustPortfolios.

While the Manager proposes to increase the management fee for each Portfolio, the net operating expense ratio for each Portfolio is expected to decrease. While the proposals will result in an increase in the management fee paid by the Portfolios, the increase in management fee will be offset by the decrease in acquired fund fees and expenses that the Portfolios currently pay as a result of their fund-of-funds structure.

Your Board unanimously approved and recommends that you vote in favor of the Plan of Substitution.proposals.

Please note that owners of variable annuity contracts ("Contract owners")or variable life insurance policies who have allocated account value to separate accounts investing in the FQ Portfolio 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 Statementproxy statement attached to this notice prior to completing your voting instruction card. 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 Meetingrelevant Meeting(s) and any adjournments or postponements thereof has been fixed as the close of business on April 17, 2020.February 12, 2021. If you had an interest in the FQa Portfolio as of the record date, you are entitled to give voting instructions. If you attendparticipate in the Meeting,relevant Meeting(s), you may give your voting instructions in person.via remote communication.

YOUR VOTE IS IMPORTANT

PLEASE RETURN YOUR VOTING INSTRUCTION CARD PROMPTLY

Regardless of whether you plan to attendparticipate in the Meeting, you should give voting instructions byare requested to promptly completing, dating, signingcomplete, date, sign, and returningreturn the enclosed voting instruction card in the enclosed postage-paid envelope. YouAlternatively, you may also provide voting instructionsvote by telephone or over the Internet by following the instructions appearing onas described in the enclosed voting instruction card.proxy statement. 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 Orderorder of the Board of TrusteesTrustees.

Andrew French,
Secretary of Advanced Series Trust

Dated: May 26, 2020April 1, 2021

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ADVANCED SERIES TRUST

AST BALANCED ASSET ALLOCATION PORTFOLIO
AST FQ ABSOLUTE RETURN CURRENCYCAPITAL GROWTH ASSET ALLOCATION PORTFOLIO
AST PRESERVATION ASSET ALLOCATION PORTFOLIO

VOTING INFORMATION
FOR THE SPECIAL MEETINGMEETINGS OF SHAREHOLDERS
OF THE AST FQ ABSOLUTE RETURN CURRENCY PORTFOLIO
OF THE ADVANCED SERIES TRUST

TO BE HELD ON JULY 14, 2020MAY 11, 2021

Dated: May 26, 2020April 1, 2021

GENERAL

This voting information is being furnished by the following insurance companies (each, an "Insurance Company" and together, the "Insurance Companies"), to Contract owners of variable annuity contracts and variable life insurance policies (the "Contracts") who, as of April 17, 2020February 12, 2021 (the "Record Date"), had account values allocated to the sub-accounts of one or more separate accounts of the Insurance Companies (the "Separate Accounts") that invest in shares of the AST FQ Absolute Return CurrencyBalanced Asset Allocation Portfolio, (the "FQ Portfolio"),AST Capital Growth Asset Allocation Portfolio, or AST Preservation Asset Allocation Portfolio (each, a series"Portfolio" and collectively, the "Portfolios") of Advanced Series Trust ("AST" or the "Trust").

PrucoPrudential Annuities Life Insurance CompanyAssurance Corporation

Pruco Life Insurance Company of New Jersey

Pruco Life Insurance Company

Prudential Retirement Insurance and Annuity Company

Prudential Insurance Company of America

Allstate Life Insurance Company

Allstate Life Insurance Company of New York

Each Insurance Company is required to offer Contract owners the opportunity to instruct it, as the record owner of all of the shares of beneficial interest in the FQ Portfolio (the "Shares") held by its Separate Accounts, as to how the Insurance Company should vote on the proposed Plan of Substitution (the "Proposal")proposals that will be considered at the Special Meeting of Shareholders referred to in the preceding Notice and at any adjournments or postponements thereof (the "Meeting"). The enclosed Proxy Statement,proxy statement, which you should retain for future reference, sets forth concisely the information about the Proposalproposals that a Contract owner should know before completing the enclosed voting instruction card.

Prudential Financial, Inc. is the parent company of each of the Prudential Annuities Life Assurance Corporation, Pruco Life Insurance Companies.Company of New Jersey, Pruco Life Insurance Company, Prudential Retirement Insurance and Annuity Company and Prudential Insurance Company of America.

This voting information and the accompanying voting instruction card are being mailed to Contract owners on or about May 26, 2020, butApril 1, 2021, and will be available on the Portfolios' website at www.prudential.com/variableinsuranceportfolios on or about May 27, 2020.April 1, 2021.

HOW TO INSTRUCT AN INSURANCE COMPANY

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;card(s); and sign, date and mail the voting instruction cardcard(s) in the accompanying postage-paid envelope. Contract owners also may provide voting instructions by telephone by callingphone at 1-800-690-6903, or over the Internet at www.proxyvote.com. 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.Meetings.

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

The number of Shares held in the sub-account of a Separate Account corresponding to the FQrelevant 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 that sub-account by (ii) the net asset value of one Share of the FQrelevant Portfolio. Each whole share is entitled to one vote as to each matter with respect to which it is entitled to vote and each

ADVANCED SERIES TRUST

AST Balanced Asset Allocation Portfolio
AST FQ Absolute Return CurrencyCapital Growth Asset Allocation Portfolio
AST Preservation Asset Allocation Portfolio

655 Broad Street
Newark, New Jersey 07102

COMBINED PROXY STATEMENT DATED APRIL 1, 2021 FOR THE
Special Meeting of ShareholdersSPECIAL MEETING OF SHAREHOLDERS
To Be Held On July 14, 2020TO BE HELD ON MAY 11, 2021

This Proxy Statement relates to the solicitation by the Board of Trustees of Advanced Series Trust ("AST" or the "Trust") of proxies for the Special MeetingMeetings of Shareholders of the AST FQ Absolute Return CurrencyBalanced Asset Allocation Portfolio, AST Capital Growth Allocation Portfolio, and the AST Preservation Asset Allocation Portfolio, each a series of the Trust (the "Meeting") to be held on May 11, 2021 at 655 Broad Street, Newark, New Jersey 07102, on July 14, 2020,the times indicated below.

Generally, we hold special meetings in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving coronavirus ("COVID-19") situation. As a result, the Meetings will be conducted solely by means of remote communication. Shareholders will not be able to attend the Meetings in person. Any shareholders wishing to participate in the Meetings by means of remote communication can do so at 11:00 a.m. Eastern Time, or any adjournment or postponement thereof.https://www.viewproxy.com/pru/ASTPortfolio/broadridgevsm/.

This Proxy Statement is being furnished to owners of variable annuity contracts or variable life insurance policies (the "Contracts") issued by Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Annuities Life Assurance Corporation, Prudential Retirement Insurance and PrucoAnnuity Company, Prudential Insurance Company of America, Allstate Life Insurance Company and Allstate Life Insurance Company of New Jersey,York (each, an "Insurance Company" and together, the "Insurance Companies") who, as of April 17, 2020February 12, 2021 (the "Record Date"), had account values allocated to the sub-accounts of an Insurance Company's separate account or accounts (the "Separate Accounts") that invest in shares of the AST FQ Absolute Return CurrencyBalanced Portfolio, (the "FQ Portfolio"),Capital Growth Portfolio and the Preservation Portfolio (each a series of"Portfolio" and collectively, the Trust."Portfolios").

Owners of the Contracts ("Contract owners") are being provided the opportunity to instruct the applicable Insurance Company to approve the proposal contained in this Proxy Statement in connection with the solicitation by the Board of Trustees of the Trust of proxies for the Meeting.Meetings. This Proxy Statement is also being furnished to the Insurance Companies as the record owners of Shares.

The Trust is a Massachusetts business trust that is registered with the U.S. Securities and Exchange Commission ("SEC") under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management investment company. The Trust's shares of beneficial interest are referred to herein as "Shares." The Insurance Companies are the shareholders of record of the Shares. Because Contract owners are being asked to provide voting

instructions to the Insurance Companies, Contract owners should consider themselves shareholders for purposes of these proxy materials. The Trust's Board of Trustees may be referred to herein as the "Board," and its members may be referred to herein as "Trustees."

Important Notice Regarding the Availability of Proxy Materials for the Shareholder MeetingMeetings to be Held on July 14, 2020.May 11, 2021.

This Proxy Statement, which you should retain for future reference, contains important information regarding the proposalproposals that you should know before providing voting instructions. Additional information about the Trust has been filed with the SEC and is available upon oral or written request. This Proxy Statement will be available on the website at www.prudential.com/variableinsuranceportfolios on or about May 27, 2020.April 1, 2021. Distribution of this Proxy Statement to the Insurance Companies and to Contract owners is scheduled to begin on or about May 26, 2020.April 1, 2021. It is expected that one or more representatives of each Insurance Company will attendparticipate in the Meeting in personMeetings via remote communication or by proxy and will vote Sharesshares held by the Insurance Company in accordance with voting instructions received from its Contract owners and in accordance with voting procedures established by the Trust.

PGIM Investments LLC ("PGIM Investments") isand AST Investment Services, Inc. ("ASTIS" and, with PGIM Investments, the "Manager") are the investment managermanagers of the FQeach Portfolio. Prudential Annuities Distributors, Inc. ("PAD"), an affiliate of PGIM Investmentsthe Manager and the Insurance Companies, is the principal underwriter of the FQeach Portfolio's Shares. The mailing address for PGIM InvestmentsInvestments' and the Trust's principal offices is 655 Broad Street, Newark, New Jersey 07102. The mailing address for ASTIS' and PAD's principal offices is One Corporate Drive, Shelton, Connecticut 06484.

Contract owners who have allocated account values to the FQ PortfolioPortfolios as of the close of business on the Record Date are entitled to give voting instructions at the Meeting.Meetings. Additional information regarding outstanding Shares, submitting your voting instruction cards and attendingparticipating in the MeetingMeetings is included at the end of this Proxy Statement in the section entitled "Voting Information."

PROPOSAL 1

APPROVAL OF PLAN OF SUBSTITUTIONTO APPROVE AN AMENDED INVESTMENT MANAGEMENT AGREEMENT

Background. AtUnder proposal 1, the Portfolio shareholders are being asked to approve an amended Management Agreement for each Portfolio in connection with the implementation of a meeting on March 10-11, 2020new principal investment strategy for the relevant Portfolio. The Board, including all of the Independent Trustees, have approved the amended Management Agreement and recommend that you approve the amended Management Agreement.

Board Approval and Recommendation

At meeting of the Board held on January 26-27, 2021, the Trustees, including the Trustees who are not "interested persons" (as that term is defined in the 1940 Act) of the Trust as defined in the Investment Company Act of 1940 ("Independent(the "Independent Trustees"), unanimously approved a planthe amended Management Agreement for each Portfolio and recommended that each Portfolio's shareholders approve the amended Management Agreement.

Background: Existing Management Agreement & Subadvisory Arrangements

The Manager serves as the manager of liquidation for the FQ Portfolio, contingent uponPortfolios under the approvalexisting Management Agreement. Pursuant to the agreement, the Manager provides investment advisory and related management and administrative services to each Portfolio. The existing Management Agreement was most recently approved by shareholders of each Portfolio at a special meeting of the FQinitial Portfolio shareholders that was held on May 1, 2003. The existing Management Agreement was most recently renewed by the Board, including all of a Plan of Substitution (the "Plan") which provides that,the Independent Trustees, at Board meetings held on June 15-16, 2020.

Pursuant to the extent shareholdersManagement Agreement, the Manager, subject to the supervision of the FQ Portfolio do not transfer their assets outBoard and in conformity with the stated policies of the FQ Portfolio, their assets will be transferred toTrust, manages both the AST Government Money Market Portfolio (the "Substitute Portfolio"). The Board authorized sending a proxy statement to shareholdersinvestment operations of the FQ PortfolioPortfolios and the composition of their investment holdings, including the purchase, retention, disposition and loan of securities and other assets. In connection therewith, the Manager is obligated to solicit approvalkeep certain books and records of the Plan, andPortfolios. The Manager is authorized to enter into subadvisory agreements for investment advisory services in connection with the Plan will be voted upon by the shareholdersmanagement of the FQ Portfolio.

If the Plan of SubstitutionPortfolios. The Manager continues to have responsibility for the FQ Portfolio (the "Plan") is not approved for the FQ Portfolio by its shareholders, the FQ Portfolio will not be liquidated because a plan of substitution is requiredall investment advisory services performed pursuant to set a default investment option for those Contract owners who do not transfer prior to the liquidation. Thus, the liquidation of the FQ Portfolio is contingent upon shareholder approval of this Proposal. The Insurance Company that issued your Contract recommends that you approve the Plan for the FQ Portfolio, a form of which is attached as Exhibit A to this Proxy Statement.any such subadvisory agreements.

The Board considered several factors in approvingManager is specifically responsible for overseeing and managing the liquidation ofPortfolios and any subadvisers. In this capacity, the FQ Portfolio, including the fees of each of the FQ Portfolio and the Substitute Portfolio,Manager reviews the performance of the FQ PortfolioPortfolios and any subadvisers and makes recommendations to the Board with respect to the retention or addition of investment subadvisers, the renewal of contracts, and the Substitute Portfolio,reorganization and merger of portfolios, and other legal and compliance matters. The Manager takes on the entrepreneurial and other risks associated with the launch of each new portfolio and its ongoing operations. The Strategic Investment Research Group (SIRG), a unit of PGIM Investments, regularly evaluates and supervises the Portfolios and any subadvisers, including with respect to investment performance. SIRG is a centralized research department of PGIM Investments that comprises a group of highly experienced analysts. SIRG utilizes proprietary processes to analyze large quantities of industry data, both on a qualitative and quantitative level, in order to effectively oversee the Portfolios and the assets under managementsubadvisers. The Manager utilizes this data in directly supervising the FQ Portfolio which, as of December 31 2019, were only $10.2 million. Because PGIM Investments does not expect additional inflows into the FQ Portfolio,Portfolios and any subadvisers. SIRG provides reports to the Board also consideredand presents to the Board at special and regularly scheduled Board meetings. The Manager bears the cost of the oversight program maintained by SIRG.

The Trust has obtained an exemption from the Securities and Exchange Commission ("SEC") that generally permits the FQ Portfolio would remain small and, thus, potentially unableManager, with Board approval, to be managedenter into or amend agreements with subadvisers without obtaining shareholder approval. This exemption (which is similar to exemptions granted to other investment companies that are organized in a manner that fully implements the investment strategies of First Quadrant L.P., the subadvisersimilar to the FQ Portfolio. Given these factors,Trust) is intended to facilitate the efficient supervision and management of subadvisers by the Manager and the Trustees.

In addition, the Manager generally provides or supervises all of the administrative functions necessary for the organization, operation and management of the Trust and its portfolios. The Manager administers the Trust's

corporate affairs and, in connection therewith, furnishes the Trust with office facilities, together with those ordinary clerical and bookkeeping services, which are not being furnished by, the Trust's custodian or transfer agent. The Manager is also responsible for the staffing and management of dedicated groups of legal, marketing, compliance and related personnel necessary for the operation of the Trust. The legal, marketing, compliance and related personnel are also responsible for the management and oversight of the various service providers to the Trust, including, but not limited to, the custodian, transfer agent, and accounting agent. The management services of the Manager to the Trust are not exclusive under the terms of the Management Agreement and the Manager is free to, and does, render investment management services to other pooled investment vehicles.

The primary administrative services furnished by the Manager are more specifically detailed below:

•  furnishing of office facilities;

•  paying salaries of all officers and other employees of the Manager who are responsible for managing the Trust and the Portfolios;

•  monitoring financial and shareholder accounting services provided by the Trust's custodian and transfer agent;

•   providing assistance to the service providers of the Trust and the Portfolios, including, but not limited to, the custodian, transfer agent, and accounting agent;

•  monitoring, together with any subadvisers, each Portfolio's compliance with its investment policies, restrictions, and with federal and state laws and regulations, including federal and state securities laws, the Internal Revenue Code and other relevant federal and state laws and regulations;

•  preparing and filing all required federal, state and local tax returns for the Trust and the Portfolios;

•  preparing and filing with the SEC on Form N-CSR the Trust's annual and semi-annual reports to shareholders, including supervising financial printers who provide related support services;

•  preparing and filing with the SEC required monthly reports of portfolio holdings on Form N-PORT;

•  preparing and filing the Trust's registration statement with the SEC on Form N-1A, as well as preparing and filing with the SEC supplements and other documents, as applicable;

•  preparing compliance, operations and other reports required to be received by the Trust's Board and/or its committees in support of the Board's oversight of the Trust; and

•  organizing regular and any special meetings of the Board approved the Liquidation of the FQ Portfolio.Trust, including preparing Board materials and agendas, preparing minutes, and related functions.

In connection with its management of the corporate affairs of the Trust, the Manager bears certain expenses, including, but not limited to:

•  the salaries and expenses of all of its and the Trust's personnel, except the fees and expenses of Trustees who are not affiliated persons of the Manager or any subadvisers;

•  all expenses incurred by the Manager or the Trust in connection with managing the ordinary course of a Trust's business, other than those assumed by the Trust, as described below;

•  the fees, costs and expenses payable to any subadvisers pursuant to subadvisory agreements; and

•  with respect to the compliance services provided by the Manager, the cost of the Trust's Chief Compliance Officer, the Trust's Deputy Chief Compliance Officer, and all personnel who provide compliance services for the Trust, and all of the other costs associated with the Trust's compliance program, which includes the management and operation of the compliance program responsible for compliance oversight of the Portfolios and any subadvisers.

The Insurance Companies considered how best to serveManagement Agreement provides that the interestsManager will not be liable for any error of Contract ownersjudgment by the Manager or for any loss suffered by the Trust in connection with the proposed liquidationmatters to which the Management Agreement

relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case, any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the FQ Portfolio. Upon1940 Act) or loss resulting from willful misfeasance, bad faith or gross negligence or reckless disregard of duties. The Management Agreement provides that it will terminate automatically, if assigned (as defined in the recommendation1940 Act), and that it may be terminated without penalty by either the Manager or the Trust by a vote of the Insurance Companies, Contract owners are encouragedBoard or of a majority of the outstanding voting securities of the Trust (as defined in the 1940 Act) upon not more than 60 days', nor less than 30 days', written notice. The Management Agreement will continue in effect for a period of more than two years from the date of execution, only so long as such continuance is specifically approved at least annually in accordance with the requirements of the 1940 Act.

Set forth below is information about the management fees paid directly by each Portfolio to the Manager under the existing Management Agreement, management fees paid indirectly through investments in underlying AST portfolios, subadvisory fees paid by the Manager directly to QMA and to subadvisers for the underlying AST portfolios:

AST Balanced Asset Allocation Portfolio

Under the existing Management Agreement, the Balanced Portfolio's contractual investment management fee is 0.15% of the Balanced Portfolio's average daily net assets. Since the Balanced Portfolio operates as a "fund-of-funds," the Balanced Portfolio also indirectly pays investment management fees on its investments in each underlying AST portfolio. Based on the Balanced Portfolio's net assets and holdings as of November 30, 2020, the annualized effective investment management fee rate paid directly and indirectly by the Balanced Portfolio was approximately 0.67%, which comprises: (i) the net effective investment management fee paid directly to the Manager by the Balanced Portfolio (0.15%), plus (ii) the weighted average of the investment management fees paid to the Manager by the underlying AST portfolios (0.52%).

The Manager, in turn, pays QMA a contractual subadvisory fee for the Balanced Portfolio at the rate 0.04% of average daily net assets of the Balanced Portfolio for asset allocation services, and 0.15% of average daily net assets of the overlay sleeve for management of the overlay sleeve. In addition to directly paying a subadvisory fee to QMA, the Manager also pays subadvisory fees to the subadvisers of each underlying AST portfolio in which the Balanced Portfolio invests. Based on the Balanced Portfolio's investments in the underlying AST portfolios and net assets as of November 30, 2020, the estimated effective subadvisory fee rate for the Balanced Portfolio was approximately 0.24%, which comprises: (i) the effective subadvisory fee paid by the Manager directly to QMA (0.05%), plus (ii) the estimated weighted average of the subadvisory fees paid by the Manager to the subadvisers of the underlying AST portfolios (0.19%).

The annualized investment management fee, net of waiver, paid by the Balanced Portfolio to the Manager based on the Balanced Portfolio's net assets as of November 30, 2020 was approximately $16,310,779. The Manager, in turn, paid approximately $5,976,747 to QMA for providing subadvisory services during that period. Because the Manager pays subadvisory fees out of the investment management fees it receives from the Balanced Portfolio, the annualized net investment management fee retained by the Manager based on the Balanced Portfolio's net assets as of November 30, 2020 was approximately $10,334,032. The estimated annualized investment management fees paid to the Manager by the underlying AST portfolios based on the Balanced Portfolio's net assets and holdings as November 30, 2020 was approximately $57,130,666. The Manager, in turn, paid a portion of these investment management fees received from the underlying AST portfolios to the subadvisers of each underlying AST portfolio. The estimated annualized subadvisory fees paid by the Manager to the subadvisers of the underlying AST portfolios based on the Balanced Portfolio's net assets and holdings as of November 30, 2020 was approximately $21,050,453. The estimated annualized net investment management fee retained by the Manager for the underlying AST portfolios based on the Balanced Portfolio's net assets and holdings as of November 30, 2020 was approximately $36,080,213.

AST Capital Growth Asset Allocation Portfolio

Under the existing Management Agreement, the Capital Growth Portfolio's contractual investment management fee is 0.15% of the Capital Growth Portfolio's average daily net assets. Since the Capital Growth Portfolio operates as a "fund-of-funds," the Capital Growth Portfolio also indirectly pays investment management fees on its

investments in each underlying AST portfolio. Based on the Capital Growth Portfolio's net assets and holdings as of November 30, 2020, the annualized effective investment management fee rate paid directly and indirectly by the Capital Growth Portfolio was approximately 0.68%, which comprises: (i) the net effective investment management fee paid directly to the Manager by the Capital Growth Portfolio (0.15%), plus (ii) the weighted average of the investment management fees paid to the Manager by the underlying AST portfolios (0.53%).

The Manager, in turn, pays QMA a contractual subadvisory fee for the Capital Growth Portfolio at the rate 0.04% of average daily net assets of the Capital Growth Portfolio for asset allocation services, and 0.15% of average daily net assets of the overlay sleeve for management of the overlay sleeve. In addition to directly paying a subadvisory fee to QMA, the Manager also pays subadvisory fees to the subadvisers of each underlying AST portfolio in which the Capital Growth Portfolio invests. Based on the Capital Growth Portfolio's investments in the underlying AST portfolios and net assets as of November 30, 2020, the estimated effective subadvisory fee rate for the Capital Growth Portfolio was approximately 0.26%, which comprises: (i) the effective subadvisory fee paid by the Manager directly to QMA (0.06%), plus (ii) the estimated weighted average of the subadvisory fees paid by the Manager to the subadvisers of the underlying AST portfolios (0.20%).

The annualized investment management fee, net of waiver, paid by the Capital Growth Portfolio to the Manager based on the Capital Growth Portfolio's net assets as of November 30, 2020 was approximately $21,124,192. The Manager, in turn, paid approximately $8,010,990 to QMA for providing subadvisory services during that period. Because the Manager pays subadvisory fees out of the investment management fees it receives from the Capital Growth Portfolio, the annualized net investment management fee retained by the Manager based on the Capital Growth Portfolio's net assets as of November 30, 2021 was approximately $13,113,202. The estimated annualized investment management fees paid to the Manager by the underlying AST portfolios based on the Capital Growth Portfolio's net assets and holdings as of November 30, 2020 was approximately $75,101,249. The Manager, in turn, paid a portion of these investment management fees received from the underlying AST portfolios to the subadvisers of each underlying AST portfolio. The estimated annualized subadvisory fees paid by the Manager to the subadvisers of the underlying AST portfolios based on the Capital Growth Portfolio's net assets and holdings as of November 30, 2020 was approximately $28,614,743. The estimated annualized net investment management fee retained by the Manager for the underlying AST portfolios based on the Capital Growth Portfolio's net assets and holdings as of November 30, 2020 was approximately $46,486,506.

AST Preservation Asset Allocation Portfolio

Under the existing Management Agreement, the Preservation Portfolio's contractual investment management fee is 0.15% of the Preservation Portfolio's average daily net assets. Since the Preservation Portfolio operates as a "fund-of-funds," the Preservation Portfolio also indirectly pays investment management fees on its investments in each underlying AST portfolio. Based on the Preservation Portfolio's net assets and holdings as of November 30, 2020, the annualized effective investment management fee rate paid directly and indirectly by the Preservation Portfolio was approximately 0.65%, which comprises: (i) the net effective investment management fee paid directly to the Manager by the Preservation Portfolio (0.15%), plus (ii) the weighted average of the investment management fees paid to the Manager by the underlying AST portfolios (0.50%).

The Manager, in turn, pays QMA a contractual subadvisory fee for the Preservation Portfolio at the rate 0.04% of average daily net assets of the Preservation Portfolio for asset allocation services, and 0.15% of average daily net assets of the overlay sleeve for management of the overlay sleeve. In addition to directly paying a subadvisory fee to QMA, the Manager also pays subadvisory fees to the subadvisers of each underlying AST portfolio in which the Preservation Portfolio invests. Based on the Preservation Portfolio's investments in the underlying AST portfolios and net assets as of November 30, 2020, the estimated effective subadvisory fee rate for the Preservation Portfolio was approximately 0.22%, which comprises: (i) the effective subadvisory fee paid by the Manager directly to QMA (0.05%), plus (ii) the estimated weighted average of the subadvisory fees paid by the Manager to the subadvisers of the underlying AST portfolios (0.17%).

The annualized investment management fee, net of waiver, paid by the Preservation Portfolio to the Manager based on the Preservation Portfolio's net assets as of November 30, 2020 was approximately $9,543,491. The Manager, in turn, paid approximately $3,329,795 to QMA for providing subadvisory services during that period.

Because the Manager pays subadvisory fees out of the investment management fees it receives from the Preservation Portfolio, the annualized net investment management fee retained by the Manager based on the Preservation Portfolio's net assets as of November 30, 2020 was approximately $6,213,696. The estimated annualized investment management fees paid to the Manager by the underlying AST portfolios based on the Preservation Portfolio's net assets and holdings as of November 30, 2020 was approximately $32,282,299. The Manager, in turn, paid a portion of these investment management fees received from the underlying AST portfolios to the subadvisers of each underlying AST portfolio. The estimated annualized subadvisory fees paid by the Manager to the subadvisers of the underlying AST portfolios based on the Preservation Portfolio's net assets and holdings as of November 30, 2020 was approximately $11,159,313. The estimated annualized net investment management fee retained by the Manager for the underlying AST portfolios based on the Preservation Portfolio's net assets and holdings as of November 30, 2020 was approximately $22,122,986.

Proposed Amendment to Management Fee Schedule

If shareholders approve the replacement of interests in sub-accounts holdingproposal, the proceeds offee schedule for the FQManagement Agreement will be revised to provide that each Portfolio with interests in sub-accounts investing inwill pay the corresponding Substitute Portfolio. Contingent upon such approval, each Insurance Company would then replace interests inManager an investment management fee at the FQ Portfolio, as set out below, with interests in the Substitute Portfolio.following annual rates:

*  The investment objectives and investment strategies, principal risks, fees and expenses and other comparative information concerningManager will aggregate assets with the FQAST Academic Strategies Asset Allocation Portfolio, AST Balanced Asset Allocation Portfolio, AST Capital Growth Asset Allocation Portfolio, and AST Preservation Asset Allocation Portfolio for the Substitute Portfolio are discussed in "Comparisonpurpose of Investment Objective, Investment Strategies and Principal Risks" below. calculating the management fee for each Portfolio.

The attached voting instruction card seeks the Contract owners' approval of the Proposal.

Plan of Substitution. The Plan will be implemented by the Insurance Companies, as described below. The following discussion of the Plan is qualified in its entirety by the full text of the Plan, a form of whichManagement Agreement is attached to this Proxy Statement as Exhibit A. The Plan

With the exception of the investment management fee rate, all other terms of the Management Agreement will become effective with respectremain unchanged.

As under the current arrangement, the investment management fee will be computed daily, and will be paid to the FQManager on a monthly basis. To the extent that the Manager invests Portfolio onassets in other AST portfolios, the date ofManager will waive its investment management fee and any 12b-1 fees to ensure no duplicative fees.

The Manager has also agreed to new contractual management fee waivers that will be guaranteed through at least June 30, 2022 and expense caps that will be guaranteed through at least June 30, 2023. The fee waivers and expense caps are contingent upon shareholder approval of the Planproposal.

Reasons for Proposed Amendment to Management Fee Schedule

As a result of the new principal investment strategies, the oversight and other responsibilities of the Manager will increase. The addition of subadvisers and the change from the fund-of-funds structure will also result in an increase in subadvisory fees that the Manager will have to pay to the subadvisers to manage the Portfolios. For these reasons, the Manager and the Board have proposed increasing the investment management fee rate.

The Manager and the Board believe that the proposals are in the best interests of each Portfolio and its shareholders for several reasons:

•  Seeking improved performance — The move from a fund-of-funds structure would allow affiliated and unaffiliated subadvisers with strong performance records to directly invest the Portfolios' assets, using a core/satellite approach. The Manager believes, and the Board concurred, that the direct investment approach would enhance each Portfolio's opportunities for strong performance going forward.

•  Increased liquidity — The Manager believes that the move to a structure using primarily direct investments through multiple sleeves managed by subadvisers and an increased allocation to each Portfolio's overlay sleeve during normal market conditions permits greater flexibility to efficiently manage asset allocation and provide improved liquidity in times of market stress. The Manager believes these changes will potentially benefit each Portfolio through a full market cycle.

•  Reduced expenses — Each Portfolio's net operating expense ratios are expected to decrease. This decrease is primarily because the Portfolios will directly pay the costs of certain investment management services through the investment management fee, rather than indirectly paying the management and other fees through the acquired fund fees and expenses of each underlying fund.

Board Considerations

At a meeting of the Board of Trustees held on January 26-27, 2021, the Board considered presentations made by the affirmative voteManager concerning proposed changes to each Portfolio's principal investment strategy, subadvisory arrangements, investment management fee rate, and shareholder services and distribution plan under Rule 12b-1 under the Investment Company Act of 1940, as amended (these changes are collectively referred to herein from time to time as the "Portfolio Repositionings", and the Portfolios resulting from the Portfolio Repositionings are referred to herein from time to time as a "Repositioned Portfolio").

At such meeting, the Board, including a majority of the outstanding SharesIndependent Trustees, approved amending the Management Agreement to increase the investment management fee rate payable by each Portfolio. The Board also approved new subadvisory agreements with Jennison Associates LLC ("Jennison"), PGIM, Inc. ("PGIM"), ClearBridge Investments, LLC ("ClearBridge"), J.P. Morgan Investment Management, Inc. ("J.P. Morgan"), Massachusetts Financial Services Company ("MFS") and Wellington Management Company LLP ("Wellington", and collectively, the "New Subadvisers"), and with QMA LLC, the current subadviser to the Portfolios ("QMA", and together with the New Subadvisers, the "Subadvisers").

The material factors and conclusions that formed the basis for the Trustees' determination to approve the amendment to the Management Agreement are discussed separately below.

Nature, Quality, and Extent of Services

The Board received and considered information regarding the nature and extent of services provided to the Portfolios by the Manager and QMA under the existing Management Agreement and the current subadvisory agreement, respectively, and the nature and extent of services to be provided to the Repositioned Portfolio by the Manager and the Subadvisers under the proposed amended Management Agreement and the new subadvisory agreements.

The Board considered the proposed change to each Portfolio's principal investment strategy from a fund-of-funds structure that invests primarily in underlying funds to a structure using primarily direct investments through multiple sleeves managed by subadvisers, and noted that the proposed amended Management Agreement and the new subadvisory arrangements were intended to facilitate the strategy change. The Board received and considered information regarding each Subadviser's role as subadviser to a Portfolio. The Board noted that each Subadviser would be required to provide day-to-day portfolio management services and to comply with all Portfolio policies, and all applicable legal and regulatory requirements.

The Board considered the Manager's representation that the nature and extent of services to be provided by the Manager under the proposed amended Management Agreement would likely be greater than those provided by the Manager under the existing Management Agreement due to the increased oversight and other responsibilities under the proposed direct investment structure. The Board also considered the Manager's representation that the nature and extent of services to be provided by QMA under the new subadvisory agreement would increase beyond asset allocation services due to providing day-to-day portfolio management services to a Portfolio.

The Board concluded that, based on the nature and extent of the FQ Portfolio. Ifservices to be provided to each Portfolio by the Manager and Subadvisers, the background information that it had reviewed regarding the Manager and each of the Subadvisers, and its prior experience of each with regard to other AST portfolios, it was reasonable to expect that the Board would be satisfied with the nature, extent and quality of investment subadvisory services to be provided to each Portfolio by the Manager and each of the Subadvisers. The Board concluded that it was satisfied with the nature, extent, and quality of the investment services expected to be provided to the Portfolios by the Manager and the Subadvisers under the proposed amended Management Agreement and the new subadvisory agreements.

Investment Performance

The Board received and considered information regarding the investment performance of the Portfolios. The Board also received and considered hypothetical performance information of the Repositioned Portfolios, as well as a comparison of such performance information against the Portfolios' benchmark indexes and peer universes. The Board concluded that it was satisfied with the performance information it received.

The Board noted that it would consider performance information as part of future annual reviews of the Portfolios' management and subadvisory agreements.

Management and Subadvisory Fees

The Board considered the proposed management fee under the amended Management Agreement and the subadvisory fee rates payable by the Manager to each of the Subadvisers under the new subadvisory agreements. The Board noted that the Manager proposed an increase in the investment management fee rate for the Portfolios in order to effect the Portfolio Repositionings. The Board considered that the proposed management fee reflects the increased oversight and other responsibilities by the Manager as a result of the Portfolio Repositionings as compared to the Manager under the current management agreement.

The Board considered that the proposed subadvisory fee rates under the new subadvisory agreements reflect the operational and investment management responsibilities and corresponding costs to be incurred by the Subadvisers as compared to QMA under the current subadvisory agreement.

The Board further noted that while each Portfolio's management fee will increase, the net operating expense ratio of each Portfolio is expected to decrease. The Board noted that the decrease is primarily because each Portfolio will directly pay the costs of certain investment management services through its management fee, rather than indirectly paying these costs through the acquired fund fees and expenses of each underlying fund. In addition, the Board noted that the Manager would contractually waive a portion of its investment management fee through June 30, 2022 and will cap expenses for the Portfolio through at least June 30, 2023.

In light of the above, the Board concluded that the proposed management and subadvisory fee rates were reasonable.

Profitability

The Board noted that although the management fee to be paid by the Portfolios to the Manager would increase, the Manager does not expect its profitability to increase solely as a result of the increased management fee rate. However, the Board noted that the appointment of affiliated subadvisers was expected to increase the assets under management for those affiliated subadvisers, and would result in an overall increase in the profitability of the Manager and Prudential.

The Board noted that it would consider profitability information as part of future annual reviews of the management and subadvisory agreements.

Economies of Scale

The Board considered the potential for the Manager to experience economies of scale as the Portfolios grow in size. The Board considered that the proposed amended Management Agreement would include breakpoints that would reduce that fee rates if the applicable Portfolio increases in size. The Board considered that most of the proposed subadvisory agreements also include breakpoints. The Board noted that it would consider economies of scale information as part of future annual reviews of the management and subadvisory agreements.

Other Benefits to the Manager and Subadvisers

The Board considered potential "fall-out" or ancillary benefits anticipated to be received by the Manager and each of the Subadvisers, and their respective affiliates, in connection with the Portfolio Repositionings. The Board concluded that any potential benefits to be derived by the Manager and each of the Subadvisers, and their respective affiliates, were consistent with those generally derived by advisers to other mutual funds and to other AST portfolios.

The Board also concluded that any potential benefits to be derived by the Manager and the Subadvisers were similar to the benefits derived by the Manager and each of the Subadvisers in connection with their management of other AST portfolios, which are reviewed on an annual basis, and which were considered at the June 2020 Board meeting in connection with the renewal of the management and subadvisory agreements for the other AST portfolios for which the Manager and the Subadvisers provide advisory services. The Board also concluded that any potential benefits to be derived by the Manager and the Subadvisers included potential access to additional research resources, larger assets under management and reputational benefits, which were consistent with those generally derived by advisers and subadvisers to mutual funds. The Board noted that it would review ancillary benefits in connection with future annual reviews of the management and subadvisory agreements.

Conclusion

After full consideration of these factors, the Board approved the Insurance Companies will,proposed amended Management Agreement and each of the new subadvisory agreements with the Subadvisers upon concluding that such approvals were in the best interests of each Portfolio and its beneficial shareholders.

Comparative Fee and Expense Information

Each Portfolio does not charge any front-end or back end sales charges or loads on orpurchases (including reinvested dividends). Each Portfolio does not charge any fees upon redemption of shares, and does not charge an exchange fee.

The following fee table provides: (i) historical information about the closefees and expenses of business on August 14, 2020, redeem Sharesshares of the FQ Portfolio at net asset valuePortfolios for the twelve-month period ended December 31, 2020 based on the current contractual investment management and purchase, withsubadvisory arrangements and (ii) estimated pro forma information about the proceeds of Sharesfees and expenses attributable to shares of the FQRepositioned Portfolio at net asset value, for the benefittwelve-month period ended December 31, 2020 assuming the increased contractual investment management fee rate and the new subadvisory arrangements had been in effect during that period.

Future fees and expenses may be greater or less than those indicated below.

ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the Contract owners having an interest in the FQ Portfolio at the time of the replacement, an interest in the Substitute Portfolio at net asset value (such purchase is referred to herein as the "Substitution"). As a result, the Substitution will not affect the value of your investment)

AST Balanced Asset Allocation Portfolio

Contract Charges and Rights. The Substitution will not change**  If the fees and charges underproposals are implemented, the Contracts. Also, neither the rightsManager has contractually agreed to waive 0.02% of Contract owners nor the obligations of the Insurance Companies under the Contracts will be altered in any way.

Portfolio Fees and Expenses. While the netits investment management fees of the Substitute Portfolio are higher than those of the FQ Portfolio, the total net expenses of the Substitute Portfolio are lower than those of the FQ Portfolio as of December 31, 2019. For information about the relative expense levels of the FQ Portfolio and the Substitute Portfolio, see the discussion under "Performance and Fee Comparison," below.

Substitution Expenses.fee through June 30, 2022. The expenses incurred in connection with implementing the Plan for the FQ Portfolio, including legal and accounting services, proxy costs (filing, printing, mailing and tabulation), and variable product costs (filing, printing and mailing) will be borne by PGIM Investments or its affiliates; provided, however, that the FQ Portfolio and the Substitute Portfolio, respectively, will bear the transaction costs (e.g., commissions) associated with the liquidation of securities held by the FQ Portfolio and the purchase of securities held by the Substitute Portfolio. PGIM Investments estimates printing and mailing costs of approximately $1,950. Transaction costs are estimatedManager has also contractually agreed to be approximately $8,000 for the FQ Portfolio.

Transfer Rights. Currently, and at any time prior to the date of the Substitution, Contract owners may elect one free transfer of their interests in the FQ Portfolio to any of the other investment options offered under their Contract, subject to the terms of the relevant Contract prospectus and Contract, and no transfer fees or other charges will be imposed. Following the Substitution, Contract owners who had any remaining interests transferred from the sub-account investing in the FQ Portfolio to the sub-account investing in the Substitute Portfolio may elect one free transfer among any of the remaining investment options in accordance with the terms of their respective Contracts, also free of any transfer fees or other charges, until the later of November 16, 2020 or 90 days after the anticipated effective date of the Substitution.

Contract owners should consider whether it would be appropriate for them to proactively reallocate their interests in the FQ Portfolio to one or more other investment options available under their respective Contracts in lightwaive a portion of their investment goals.

Other Investment Options. Each Contract owner should refermanagement fee and distribution fee, respectively, equal to his or her Contract prospectus or Contract for a description of the other investment options available under his or her Contract prior to and after the date of the Substitution. Contract owners may obtain a prospectus for the Contract and applicable investment options free of charge by contacting their Insurance Company. The prospectuses for the Contract and mutual fund investment options are also available on the EDGAR database on the SEC Internet site at http://www.sec.gov. Information about the Trust, the FQ Portfolio and the Substitute Portfolio may also be reviewed and copied by visiting the SEC's Public Reference Room in Washington, DC. Please call (202) 942-8090 for information relating to the Public Reference Room. These documents and other information can be inspected and copied at prescribed rates at the Public Reference Branch, Office of Consumer Affairs and Information Services, SEC, Room 1580 located at 100 F Street, NE, Washington, DC.

The Substitute Portfolio is a money market portfolio that has substantially different investment policies, strategies, objectives and risks than the FQ Portfolio and may be inconsistent with Contract owners' investment goals under the contract.

Federal Income Tax Consequences. Neither the liquidation of the FQ Portfolio nor the Substitution is expected to result in any material adverse federal income tax consequences to Contract owners.

AST Preservation Asset Allocation Portfolio

AST Capital Growth Asset Allocation Portfolio

The following provides actual and pro forma information about the contractual investment management fee attributable to shares of the current Capital Growth Portfolio and the Repositioned Portfolio for the twelve-month period ended December 31, 2020.

•  The aggregate amount of the contractual investment management fees, net of waivers, including the annualized approximate investment management fees paid to the Manager by the underlying AST Portfolios, for the twelve-month period ended December 31, 2020 was $86,329,694 (0.67%);

•  If the proposed increased contractual investment management fees, net of waivers, including the annualized approximate investment management fees to be paid to the Manager by the underlying AST Portfolios, had been in effect for the twelve-month period ended December 31, 2020 would have been $72,054,471 (0.56%); and

•  The difference between the aggregate amounts during the twelve-month period ended December 31, 2020 was $14,275,223 (0.11%).

AST Preservation Asset Allocation Portfolio

The following provides actual and pro forma information about the contractual investment management fee attributable to shares of the current Preservation Portfolio and the Repositioned Portfolio for the twelve-month period ended December 31, 2020.

•  The aggregate amount of the contractual investment management fees, net of waivers, including the annualized approximate investment management fees paid to the Manager by the underlying AST Portfolios, for the twelve-month period ended December 31, 2020 was $39,647,239 (0.65%);

•  If the proposed increased contractual investment management fees, net of waivers, including the annualized approximate investment management fees to be paid to the Manager by the underlying AST Portfolios, had been in effect for the twelve-month period ended December 31, 2020 would have been $33,882,619 (0.55%); and

•  The difference between the aggregate amounts during the twelve-month period ended December 31, 2020 was $5,764,619 (0.09%).

EXPENSE EXAMPLES

Because shares of the Portfolios may be purchased only through Contracts, the prospectus of the relevant Contract should be carefully reviewed for information on the charges and expenses of those Contracts. The Expense Examples below do not reflect Contract charges; and the expenses shown would be higher if Contract charges were reflected.

The Expense Examples below are intended to help you compare the cost of investing in the Portfolios under the current investment management fee and subadvisory arrangements during the twelve-month period ended December 31, 2020 with the cost of investing in the Repositioned Portfolios assuming the increased investment management fee and new ClearBridge, J.P. Morgan, Jennison, MFS, PGIM, QMA, Wellington, and Western Asset subadvisory arrangements were in effect for the twelve-month period ended December 31, 2020. These Expense Examples assume that you invest $10,000 in the Portfolios for the time periods indicated. The Expense Examples also assume that your investment has a 5% return each year, that the Portfolios' total operating expenses remain the

same, and that no expense waivers and reimbursements are in effect. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

AST Balanced Asset Allocation Portfolio

Expense Example Based on Operating Expenses for AST Balanced Asset Allocation Portfolio:

Additional Fee Information

The proposed new and current contractual subadvisory fee rates are set forth below:

*  QMA: For purposes of calculating the advisory fee payable to QMA, not including the asset allocation services, the assets managed by QMA will be aggregated amongst the following portfolios (i) the AST Balanced Asset Allocation Portfolio; (ii) the AST Capital Growth Asset Allocation Portfolio; (iii) the AST Preservation Asset Allocation Portfolio; (iv) the AST Academic Strategies Asset Allocation Portfolio; and (v) the AST Prudential Growth Allocation Portfolio.

**  Jennison: For purposes of calculating the advisory fee payable to Jennison, the assets managed by Jennison will be aggregated amongst the following portfolios: (i) the AST Balanced Asset Allocation Portfolio; (ii) the AST Capital Growth Asset Allocation Portfolio; (iii) the AST Preservation Asset Allocation Portfolio; (iv) the AST Academic Strategies Asset Allocation Portfolio; and (v) the AST Prudential Growth Allocation Portfolio.

***  PGIM Fixed Income: For purposes of calculating the advisory fee payable to PGIM Fixed Income, the assets managed by PGIM Fixed Income will be aggregated amongst the following portfolios: (i) AST Balanced Asset Allocation Portfolio; (ii) the AST Capital Growth Asset Allocation Portfolio; (iii) the AST Preservation Asset Allocation Portfolio; (iv) the AST Academic Strategies Asset Allocation Portfolio; and (v) the AST Prudential Growth Allocation Portfolio.

+  ClearBridge: For purposes of calculating the advisory fee payable to ClearBridge, the assets managed by ClearBridge will be aggregated amongst the following portfolios: (i) the AST Balanced Asset Allocation Portfolio; (ii) the AST Capital Growth Asset Allocation Portfolio; and (iii) the AST Preservation Asset Allocation Portfolio.

++  J.P. Morgan: For purposes of calculating the advisory fee payable to J.P. Morgan, the assets managed by J.P. Morgan will be aggregated amongst the following portfolios: (i) the AST Balanced Asset Allocation Portfolio; (ii) the AST Capital Growth Asset Allocation Portfolio; (iii) the AST Preservation Asset Allocation Portfolio; (iv) the AST Academic Strategies Asset Allocation Portfolio; and (v) the AST Large-Cap Core Portfolio.

+++  MFS: For purposes of calculating the advisory fee payable to MFS, the assets managed by MFS will be aggregated amongst the following portfolios: (i) the AST Balanced Asset Allocation Portfolio; (ii) the AST

Capital Growth Asset Allocation Portfolio; (iii) the AST Preservation Asset Allocation Portfolio; and (iv) the AST Academic Strategies Asset Allocation Portfolio.

AST Balanced Asset Allocation Portfolio

Based on the Balanced Portfolio's holdings and net assets as of November 30, 2020, the effective contractual subadvisory fee rate for Balanced Portfolio was 0.05%. Since the Balanced Portfolio operates as a fund-of-funds, the Manager also pays subadvisory fees to the subadvisers of each underlying AST portfolio based upon the Balanced Portfolio's investments in each underlying AST portfolio. Based on the Balanced Portfolio's average daily net assets and holdings for the twelve-month period ended November 30, 2020, the estimated effective subadvisory fee rate for the Balanced Portfolio was approximately 0.24%, which comprises: (i) the 0.05% effective contractual subadvisory fee paid by the Manager to Balanced Portfolio plus (ii) the estimated weighted average of the subadvisory fees paid by the Manager to the subadvisers of each underlying AST portfolio (0.19%) based upon the Balanced Portfolio's average holdings in the underlying AST portfolios for the twelve-month period ended November 30, 2020. If the QMA, Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington subadvisory agreements had been in effect during this time period, the effective contractual subadvisory fee rates would have been as follows:

The information above illustrates that based on the proposed allocations as of November 30, 2020, the effective contractual subadvisory fee rate that would have been paid by the Manager was 0.20%:

If the proposed increased contractual investment management fee rate and the proposed allocations had been in effect as of November 30, 2020, the Manager would have

•  received approximately $67,128,533 in annual investment management fees from the Repositioned Portfolio;

•  paid approximately $22,489,707 in annual subadvisory fees to Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington; and

•  had net retained investment management fees of approximately $44,638,826 in connection with the Repositioned Portfolio.

AST Capital Growth Asset Allocation Portfolio

Based on the Capital Growth Portfolio's holdings and net assets as of November 30, 2020, the effective contractual subadvisory fee rate for Capital Growth Portfolio was 0.06%. Since the Capital Growth Portfolio operates as a fund-of-funds, the Manager also pays subadvisory fees to the subadvisers of each underlying AST portfolio based upon the Capital Portfolio's investments in each underlying AST portfolio. Based on the Capital Growth Portfolio's average daily net assets and holdings for the twelve-month period ended November 30, 2020, the estimated effective subadvisory fee rate for the Capital Growth Portfolio was approximately 0.26%, which comprises: (i) the 0.06% effective contractual subadvisory fee paid by the Manager to Capital Growth Portfolio plus (ii) the estimated weighted average of the subadvisory fees paid by the Manager to the subadvisers of each underlying AST portfolio

(0.20%) based upon the Capital Growth Portfolio's average holdings in the underlying AST portfolios for the twelve-month period ended November 30, 2020. If the QMA, Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington subadvisory agreements had been in effect during this time period, the effective contractual subadvisory fee rates would have been as follows:

The information above illustrates that based on net assets and holdings of the Capital Growth Portfolio as of November 30, 2020, the effective contractual subadvisory fee rate that would have been paid by the Manager was 0.21%:

If the proposed increased contractual investment management fee rate and the proposed allocations had been in effect as of November 30, 2020, the Manager would have:

•  received approximately $86,939,869 in annual investment management fees from the Repositioned Portfolio;

•  paid approximately $30,179,945 in annual subadvisory fees to Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington; and

•  had net retained investment management fees of approximately $56,759,925 in connection with the Repositioned Portfolio.

AST Preservation Asset Allocation Portfolio

Based on the Preservation Portfolio's holdings and net assets as of November 30, 2020, the effective contractual subadvisory fee rate for Preservation Portfolio was 0.05%. Since the Preservation Portfolio operates as a fund-of-funds, the Manager also pays subadvisory fees to the subadvisers of each underlying AST portfolio based upon the Preservation Portfolio's investments in each underlying AST portfolio. Based on the Preservation Portfolio's average daily net assets and holdings for the twelve-month period ended November 30, 2020, the estimated effective subadvisory fee rate for the Preservation Portfolio was approximately 0.22%, which comprises: (i) the 0.05% effective contractual subadvisory fee paid by the Manager to Preservation Portfolio plus (ii) the estimated weighted average of the subadvisory fees paid by the Manager to the subadvisers of each underlying AST portfolio (0.17%) based upon the Preservation Portfolio's average holdings in the underlying AST portfolios for the twelve-month period ended November 30, 2020. If the QMA, Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington

subadvisory agreements had been in effect during this time period, the effective contractual subadvisory fee rates would have been as follows:

The information above illustrates that based on net assets and holdings of the Preservation Portfolio as of November 30, 2020, the effective contractual subadvisory fee rate that would have been paid by the Manager was 0.19%:

If the proposed increased contractual investment management fee rate and the proposed allocations had been in effect as of November 30, 2020, the Manager would have:

•  received approximately $39,276,154 in annual investment management fees from the Repositioned Portfolio;

•  paid approximately $12,374,239 in annual subadvisory fees to Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington; and

•  had net retained investment management fees of approximately $26,901,916 in connection with the Repositioned Portfolio.

Investment Objective and Principal Investment Strategies of the Balanced Portfolio

The investment objective of the Balanced Portfolio is to obtain the highest potential total return consistent with its specified level of risk tolerance. The investment objective of the Portfolio will not change as a result of the proposals.

The Balanced Portfolio is a "fund of funds." That means that the Balanced Portfolio invests primarily in one or more mutual funds in accordance with its own asset allocation strategy. The other mutual funds in which the Balanced Portfolio may invest are collectively referred to as the "Underlying Balanced Portfolios." Consistent with the investment objectives and policies of the Balanced Portfolio, other mutual funds may from time to time be added to, or removed from, the list of Underlying Balanced Portfolios that may be used in connection with the Balanced Portfolio. Currently, the only Underlying Balanced Portfolios in which the Balanced Portfolio invests are other portfolios of the Trust and certain money market funds or short-term bond funds advised by the Manager or one of its affiliates.

The asset allocation strategy is determined by the Manager and QMA, the subadviser to the Balanced Portfolio. As a general matter, QMA begins by constructing a neutral allocation for the Balanced Portfolio. Each neutral allocation initially divides the assets for the Balanced Portfolio across three broad-based securities benchmark indexes. These three benchmark indexes are the Russell 3000 Index, the MSCI Europe, Australasia and the Far East (EAFE) Index, and the Bloomberg Barclays US Aggregate Bond Index. The neutral allocation will emphasize investments in the equity asset class. The selection of specific combinations of Underlying Balanced Portfolios for the Balanced Portfolio generally will be determined by the Manager. The Manager will employ various quantitative and qualitative research methods to establish weighted combinations of Underlying Balanced Portfolios that are consistent with the neutral allocation for the Balanced Portfolio. QMA will then perform its own forward-looking assessment of macroeconomic, market, financial, security valuation, and other factors. As a result of this assessment,

QMA will further adjust the neutral allocation and the preliminary Underlying Balanced Portfolio weights for the Balanced Portfolio based upon its views on certain factors.

Generally, QMA expects to allocate approximately 60% of the Balanced Portfolio's assets are allocated to Underlying Balanced Portfolios that invest primarily in equity securities and approximately 40% of the Balanced Portfolio's assets to Underlying Balanced Portfolios that invest primarily in debt securities and money market instruments.

The Balanced Portfolio allocates approximately 10% of its net assets to a liquidity strategy. The liquidity strategy is invested primarily in (i) derivative instruments including, but not limited to, swaps, forwards, index futures, other futures contracts, and options thereon to provide liquid exposure to the applicable equity and fixed income benchmark indices; and (ii) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements for the futures contracts and to provide additional portfolio liquidity to satisfy large-scale redemptions. The liquidity strategy may also invest in ETFs for additional exposure to relevant markets. The liquidity strategy may temporarily deviate from the allocation indicated due to redemptions in the Balanced Portfolio or other circumstances relevant to the Balanced Portfolio's overall investment process.

Description of the Proposed Portfolio Repositioning of the Balanced Portfolio

Current and Proposed Investment Objective. The current investment objective of the Balanced Portfolio is to obtain the highest potential total return consistent with its specified level of risk tolerance. The investment objective of the Balanced Portfolio will not change as a result of the proposals.

Description of Principal Investment Strategies Changes of the Balanced Portfolio

General. The current Balanced Portfolio is a fund of funds, and normally invests approximately 90% of its assets in the Underlying Balanced Portfolios and up to 10% of its assets in in other investments, primarily futures, options and ETFs in a liquidity sleeve. As a result of the Portfolio Repositioning, the Balanced Portfolio will instead implement its investment strategies through the direct purchase and sale of equity and debt securities and the use of other financial instruments, which will be approximately 75% of its assets. In addition, as a result of Portfolio Repositioning, the Balanced Portfolio will continue to invest approximately 25% of its assets in the Underlying Balanced Portfolios.

Currently, the asset allocation strategy is determined by the Manager and QMA, the subadviser to the Balanced Portfolio. As a general matter, QMA is generally responsible for determining the Balanced Portfolio's target asset allocation among the various asset classes (i.e. equities, debt, and cash/money market) and selecting the direct security investments to gain exposure in other investment categories for the liquidity sleeve. The Manager is responsible for selecting the Underlying Balanced Portfolios to be used as the fulfillment options for the Balanced Portfolio's asset allocation decisions, conducting cash management activities, and otherwise handling the actual day-to-day investment management of the Balanced Portfolio, including the purchase, retention, and sale of all portfolio securities and instruments, including the Underlying Balanced Portfolios and direct security investments. As a result of the Portfolio Repositioning, the Balanced Portfolio will no longer invest substantially all of its assets in Underlying Balanced Portfolios. Instead, the Balanced Portfolio will use a core/satellite approach. The core/satellite approach consists of pairing benchmark centric, style neutral, moderate alpha seeking strategies (the core) with opportunistic, style centric, high alpha seeking strategies. As a result, QMA, Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington will be responsible for asset allocation, security selection, and overall day-to-day investment management.

As noted above, the Balanced Portfolio allocates approximately 10% of its net assets to a liquidity strategy. The liquidity strategy is invested primarily in (i) derivative instruments; and (ii) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements for the futures contracts and to provide additional portfolio liquidity to satisfy large-scale redemptions. The liquidity strategy may also invest in ETFs for additional exposure to relevant markets. As a result of the Portfolio Repositioning, the Balanced Portfolio will allocate approximately 15-25% of its net assets to a liquidity

strategy. The liquidity strategy may temporarily deviate from the allocation indicated due to redemptions in the Balanced Portfolio or other circumstances relevant to the Balanced Portfolio's overall investment process.

The Balanced Portfolio's current blended performance benchmark will not change as a result of the Proposals.

Investment Objective and Principal Investment Strategies of the Capital Growth Portfolio

The investment objective of the Capital Growth Portfolio is to obtain the highest potential total return consistent with its specified level of risk tolerance. The investment objective of the Portfolio will not change as a result of the proposals.

The Capital Growth Portfolio is a "fund of funds." That means that the Capital Growth Portfolio invests primarily in one or more mutual funds in accordance with its own asset allocation strategy. The other mutual funds in which the Capital Growth Portfolio may invest are collectively referred to as the "Underlying Capital Growth Portfolios." Consistent with the investment objectives and policies of the Capital Growth Portfolio, other mutual funds may from time to time be added to, or removed from, the list of Underlying Capital Growth Portfolios that may be used in connection with the Capital Growth Portfolio. Currently, the only Underlying Capital Growth Portfolios in which the Capital Growth Portfolio invests are other portfolios of the Trust and certain money market funds or short-term bond funds advised by the Manager or one of its affiliates.

The asset allocation strategy is determined by the Manager and QMA. As a general matter, the Manager and QMA begin by constructing a neutral allocation for the Capital Growth Portfolio. Each neutral allocation initially divides the assets for the Capital Growth Portfolio across three broad-based securities benchmark indexes: the Russell 3000 Index, the MSCI Europe, Australasia and the Far East (EAFE) Index, and the Bloomberg Barclays US Aggregate Bond Index. The neutral allocation will emphasize investments in the equity asset class. The selection of specific combinations of Underlying Capital Growth Portfolios for the Capital Growth Portfolio generally will be determined by the Manager.

The Manager will employ various quantitative and qualitative research methods to establish weighted combinations of Underlying Capital Growth Portfolios that are consistent with the neutral allocation for the Capital Growth Portfolio. QMA will then perform its own forward-looking assessment of macroeconomic, market, financial, security valuation, and other factors. As a result of this assessment, QMA will further adjust the neutral allocation and the preliminary Underlying Capital Growth Portfolio weights for the Capital Growth Portfolio based upon its views on certain factors.

Generally, QMA expects to allocate approximately 75% of the Capital Growth Portfolio's assets are allocated to Underlying Capital Growth Portfolios that invest primarily in equity securities and approximately 25% of the Capital Growth Portfolio's assets to Underlying Capital Growth Portfolios that invest primarily in debt securities and money market instruments.

The Capital Growth Portfolio allocates approximately 12% of its net assets to a liquidity strategy. The liquidity strategy is be invested primarily in (i) derivative instruments including, but not limited to, swaps, forwards, index futures, other futures contracts, and options thereon to provide liquid exposure to the applicable equity and fixed income benchmark indices; and (ii) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements for the futures contracts and to provide additional portfolio liquidity to satisfy large-scale redemptions. The liquidity strategy may also invest in ETFs for additional exposure to relevant markets. The liquidity strategy may temporarily deviate from the allocation indicated due to redemptions in the Capital Growth Portfolio or other circumstances relevant to the Capital Growth Portfolio's overall investment process.

Description of the Proposed Portfolio Repositioning of the Capital Growth Portfolio

Current and Proposed Investment Objective. The current investment objective of the Capital Growth Portfolio is to obtain the highest potential total return consistent with its specified level of risk tolerance. The investment objective of the Capital Growth Portfolio will not change as a result of the proposals.

Description of Principal Investment Strategies Changes of the Capital Growth Portfolio

General. The current Capital Growth Portfolio is a fund of funds, and normally invests approximately 88% of its assets in the Underlying Capital Growth Portfolios and approximately 12% of its assets in in other investments, primarily futures, options and ETFs in a liquidity sleeve. As a result of the Portfolio Repositioning, the Capital Growth Portfolio will instead implement its investment strategies through the direct purchase and sale of equity and debt securities and the use of other financial instruments, which will be approximately 75% of its assets. In addition, as a result of Portfolio Repositioning, the Capital Growth Portfolio will continue to invest approximately 25% of its assets in the Underlying Capital Growth Portfolios.

Currently, the asset allocation strategy is determined by the Manager and QMA, the subadviser to the Capital Growth Portfolio. As a general matter, QMA is generally responsible for determining the Capital Growth Portfolio's target asset allocation among the various asset classes (i.e. equities, debt, and cash/money market) and selecting the direct security investments to gain exposure in other investment categories for the liquidity sleeve. The Manager is responsible for selecting the Underlying Capital Growth Portfolios to be used as the fulfillment options for the Capital Growth Portfolio's asset allocation decisions, conducting cash management activities, and otherwise handling the actual day-to-day investment management of the Capital Growth Portfolio, including the purchase, retention, and sale of all portfolio securities and instruments, including the Underlying Capital Growth Portfolios and direct security investments. As a result of the Portfolio Repositioning, the Capital Growth Portfolio will no longer invest substantially all of its assets in Underlying Capital Growth Portfolios. Instead, the Capital Growth Portfolio will use a core/satellite approach. The core/satellite approach consists of pairing benchmark centric, style neutral, moderate alpha seeking strategies (the core) with opportunistic, style centric, high alpha seeking strategies. As a result, QMA, Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington will be responsible for asset allocation, security selection, and overall day-to-day investment management.

As noted above, the Capital Growth Portfolio allocates approximately 12% of its net assets to a liquidity strategy. The liquidity strategy is invested primarily in (i) derivative instruments; and (ii) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements for the futures contracts and to provide additional portfolio liquidity to satisfy large-scale redemptions. The liquidity strategy may also invest in ETFs for additional exposure to relevant markets. As a result of the Portfolio Repositioning, the Capital Growth Portfolio will allocate approximately 15-25% of its net assets to a liquidity strategy. The liquidity strategy may temporarily deviate from the allocation indicated due to redemptions in the Capital Growth Portfolio or other circumstances relevant to the Capital Growth Portfolio's overall investment process.

The Capital Growth Portfolio's current blended performance benchmark will not change as a result of the Proposals.

Investment Objective and Principal Investment Strategies of the Preservation Portfolio

The investment objective of the Preservation Portfolio is to obtain the highest potential total return consistent with its specified level of risk tolerance. The investment objective of the Portfolio will not change as a result of the proposals.

The Preservation Portfolio is a "fund of funds." That means that the Preservation Portfolio invests primarily in one or more mutual funds in accordance with its own asset allocation strategy. The other mutual funds in which in which the Preservation Portfolio may invest are collectively referred to as the "Underlying Preservation Portfolios." Consistent with the investment objectives and policies of the Preservation Portfolio, other mutual funds may from time to time be added to, or removed from, the list of Underlying Preservation Portfolios that may be used in connection with the Preservation Portfolio. Currently, the only Underlying Preservation Portfolios in which the Preservation Portfolio invests are other portfolios of the Trust and certain money market funds or short-term bond funds advised by the Manager or one of its affiliates.

The asset allocation strategy is determined by the Manager and QMA. As a general matter, QMA begins by constructing a neutral allocation for the Preservation Portfolio. Each neutral allocation initially divides the assets

for the Preservation Portfolio across three broad-based securities benchmark indexes. These three benchmark indexes are the Russell 3000 Index, the MSCI Europe, Australasia and the Far East (EAFE) Index, and the Bloomberg Barclays US Aggregate Bond Index. Generally, the neutral allocation will emphasize investments in the debt/money market asset class. The selection of specific combinations of Underlying Preservation Portfolios for the Preservation Portfolio generally will be determined by the Manager. The Manager will employ various quantitative and qualitative research methods to establish weighted combinations of Underlying Preservation Portfolios that are consistent with the neutral allocation for the Preservation Portfolio. QMA will then perform its own forward-looking assessment of macroeconomic, market, financial, security valuation, and other factors. As a result of this assessment, QMA will further adjust the neutral allocation and the preliminary Underlying Preservation Portfolio weights for the Preservation Portfolio based upon its views on certain factors.

Generally, QMA expects to allocate approximately 35% of the Preservation Portfolio's assets are allocated to Underlying Preservation Portfolios that invest primarily in equity securities and approximately 65% of the Preservation Portfolio's assets to Underlying Preservation Portfolios that invest primarily in debt securities and money market instruments.

The Preservation Portfolio allocates approximately 8% of its net assets to a liquidity strategy. The liquidity strategy is invested primarily in (i) derivative instruments including, but not limited to, swaps, forwards, index futures, other futures contracts, and options thereon to provide liquid exposure to the applicable equity and fixed income benchmark indices; and (ii) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements for the futures contracts and to provide additional portfolio liquidity to satisfy large-scale redemptions. The liquidity strategy may also invest in exchange-traded funds for additional exposure to relevant markets. The liquidity strategy may temporarily deviate from the allocation indicated due to redemptions in the Preservation Portfolio or other circumstances relevant to the Preservation Portfolio's overall investment process.

Description of the Proposed Portfolio Repositioning of the Preservation Portfolio

Current and Proposed Investment Objective. The current investment objective of the Preservation Portfolio is to obtain the highest potential total return consistent with its specified level of risk tolerance. The investment objective of the Preservation Portfolio will not change as a result of the proposals.

Description of Principal Investment Strategies Changes of the Preservation Portfolio

General. The current Preservation Portfolio is a fund of funds, and normally invests approximately 90% of its assets in the Underlying Preservation Portfolios and up to 10% of its assets in in other investments, primarily futures, options and ETFs in a liquidity sleeve. As a result of the Portfolio Repositioning, the Preservation Portfolio will instead implement its investment strategies through the direct purchase and sale of equity and debt securities and the use of other financial instruments, which will be approximately 75% of its assets. In addition, as a result of Portfolio Repositioning, the Preservation Portfolio will continue to invest approximately 25% of its assets in the Underlying Preservation Portfolios.

Currently, the asset allocation strategy is determined by the Manager and QMA, the subadviser to the Preservation Portfolio. As a general matter, QMA is generally responsible for determining the Preservation Portfolio's target asset allocation among the various asset classes (i.e. equities, debt, and cash/money market) and selecting the direct security investments to gain exposure in other investment categories for the liquidity sleeve. The Manager is responsible for selecting the Underlying Preservation Portfolios to be used as the fulfillment options for the Preservation Portfolio's asset allocation decisions, conducting cash management activities, and otherwise handling the actual day-to-day investment management of the Preservation Portfolio, including the purchase, retention, and sale of all portfolio securities and instruments, including the Underlying Preservation Portfolios and direct security investments. As a result of the Portfolio Repositioning, the Preservation Portfolio will no longer invest substantially all of its assets in Underlying Preservation Portfolios. Instead, the Preservation Portfolio will use a core/satellite approach. The core/satellite approach consists of pairing benchmark centric, style neutral, moderate alpha seeking strategies (the core) with opportunistic, style centric, high alpha seeking

strategies. As a result, QMA, Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington will be responsible for asset allocation, security selection, and overall day-to-day investment management.

As noted above, the Preservation Portfolio allocates approximately 10% of its net assets to a liquidity strategy. The liquidity strategy is invested primarily in (i) derivative instruments; and (ii) cash, money market equivalents, short-term debt instruments, money market funds, and short-term debt funds to satisfy all applicable margin requirements for the futures contracts and to provide additional portfolio liquidity to satisfy large-scale redemptions. The liquidity strategy may also invest in ETFs for additional exposure to relevant markets. As a result of the Portfolio Repositioning, the Preservation Portfolio will allocate approximately 15-25% of its net assets to a liquidity strategy. The liquidity strategy may temporarily deviate from the allocation indicated due to redemptions in the Preservation Portfolio or other circumstances relevant to the Preservation Portfolio's overall investment process.

The Preservation Portfolio's current blended performance benchmark will not change as a result of the Proposals.

Principal Risks of Investing in each Repositioned Portfolio. The risks identified below are the principal risks of investing in the Portfolios. The Portfolios' risk profiles are not expected to change as a result of the proposals.

All investments have risks to some degree and it is possible that you could lose money by investing in the Portfolios. An investment in a Portfolio is not a deposit with a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. While each Portfolio makes every effort to achieve its objective, it can't guarantee success.

Asset Allocation Risk.The Portfolios' overall allocations to stocks and bonds, and the allocations to the various asset classes and market sectors within those broad categories, could cause the Portfolios to underperform other funds with a similar investment objective. As funds that have a larger allocation to equity securities relative to their fixed income allocation, the Portfolios' risk of loss and share price fluctuation (and potential for gain) will tend to be more closely aligned with funds investing a greater portion of assets in equity securities and notably more than funds investing primarily in fixed income securities. Additionally, both equity and fixed income securities may decline in value.

Asset-Backed and/or Mortgage-Backed Securities Risk.Asset-backed and mortgage-backed securities are fixed income securities that represent an interest in an underlying pool of assets, such as credit card receivables or, in the case of mortgage-backed securities, mortgage loans. Like fixed income securities, asset-backed and mortgage-backed securities are subject to interest rate risk, liquidity risk, and credit risk, which may be heightened in connection with investments in loans to "subprime" borrowers. Certain asset-backed and mortgage-backed securities are subject to the risk that those obligations will be repaid sooner than expected or later than expected, either of which may result in lower than expected returns. Mortgage-backed securities, because they are backed by mortgage loans, are also subject to risks related to real estate, and securities backed by private-issued mortgages may experience higher rates of default on the underlying mortgages than securities backed by government-issued mortgages.

Asset Transfer Program Risk. Pre-determined, non-discretionary mathematical formulas used by Prudential to manage the guarantees offered in connection with certain benefit programs under the Contracts may result in systematic transfers of assets among the investment options under the Contracts, including the Portfolios. These formulas may result in large-scale asset flows into and out of the Portfolios, which, in certain instances, could adversely affect the Portfolios, including their risk profiles, expenses and performance. For example, the asset flows may adversely affect performance by requiring the Portfolios to purchase or sell securities at inopportune times, by otherwise limiting the subadvisers' ability to fully implement the Portfolios' investment strategies, or by requiring the Portfolios to hold a larger portion of their assets in highly liquid securities than they otherwise would hold. The asset flows may also result in relatively low asset levels and relatively high operating expense ratios for the Portfolios. The efficient operation of the asset flows depends on active and liquid markets, and if market liquidity is strained the assets flows may not operate as intended which in turn could adversely affect performance. These formulas may also adversely affect the Portfolios' returns by requiring the purchase or sale of securities at inopportune times and by otherwise limiting the subadviser's ability to fully implement the Portfolios' investment strategies.

Commodity Risk. The value of a commodity-linked investment is affected by, among other things, overall market movements and changes in interest and exchange rates and may be more volatile than traditional equity and debt securities.

Derivatives Risk. A derivative is a financial contract, the value of which depends upon, or is derived from, the value of an underlying asset, reference rate, or index. The use of derivatives involves a variety of risks, including the risk that: the party on the other side of a derivative transaction will be unable to honor its financial obligation; leverage created by investing in derivatives may result in losses to the Portfolios; derivatives may be difficult or impossible for the Portfolios to buy or sell at an opportune time or price, and may be difficult to terminate or otherwise offset; derivatives used for hedging may reduce or magnify losses but also may reduce or eliminate gains; and the price of commodity-linked derivatives may be more volatile than the prices of traditional equity and debt securities.

Equity Securities Risk. The value of a particular stock or equity-related security held by the Portfolios could fluctuate, perhaps greatly, in response to a number of factors, such as changes in the issuer's financial condition or the value of the equity markets or a sector of those markets. Such events may result in losses to the Portfolios.

Expense Risk. The actual cost of investing in the Portfolios may be higher than the expenses shown in the "Annual Portfolio Operating Expenses" table above for a variety of reasons, including, for example, if the Portfolios' average net assets decrease.

Fixed Income Securities Risk. Investment in fixed income securities involves a variety of risks, including that: an issuer or guarantor of a security will be unable to pay obligations when due; the Portfolios may be unable to sell their securities holdings at the price they value the security or at any price; the income generated by and the market price of a fixed income security may decline due to a decrease in interest rates; and the price of a fixed income security may decline due to an increase in interest rates.

Foreign Investment Risk. Investments in foreign securities generally involve more risk than investing in securities of U.S. issuers, including: changes in currency exchange rates may affect the value of foreign securities held by the Portfolios; foreign markets generally are more volatile than, and generally are not subject to regulatory requirements comparable to, U.S. markets; foreign financial reporting standards usually differ from those in the U.S.; foreign exchanges are often less liquid than U.S. markets; political developments may adversely affect the value of foreign securities; and foreign holdings may be subject to special taxation and limitations on repatriating investment proceeds.

Fund of Funds Risk.In addition to the risks associated with the investment in the underlying portfolios, the Portfolios are exposed to the investment objectives, investment risks, and investment performance of the underlying portfolios. The Portfolios are also subject to a potential conflict of interest between the Portfolios and their investment manager(s) and subadviser(s), which could impact the Portfolios. Moreover, the Portfolios will incur their pro rata share of the underlying portfolios' expenses, which will reduce the Portfolios' performance.

Liquidity Allocation Risk. The Portfolios' liquidity strategy will result in a decrease in the amount of the Portfolios' assets held in individual securities and an increase in the amount invested in derivatives (e.g., futures and options) and in short-term money market instruments. Under certain market conditions, performance may be adversely affected as a result of this strategy.

Liquidity and Valuation Risk.The Portfolios may hold one or more securities for which there are no or few buyers and sellers or the securities are subject to limitations on transfer. The Portfolios may be unable to sell those portfolio holdings at the desired time or price, and may have difficulty determining the value of such securities for the purpose of determining the Portfolios' net asset value. In such cases, investments owned by the Portfolios may be valued at fair value pursuant to guidelines established by the Trust's Board of Trustees. No assurance can be given that the fair value prices accurately reflect the value of the security. The Portfolios are subject to a liquidity risk management program, which limits the ability of the Portfolios to invest in illiquid investments.

Market and Management Risk.Markets in which the Portfolios invest may experience volatility and go down in value, and possibly sharply and unpredictably. The investment techniques, risk analysis and investment strategies

used by a subadviser in making investment decisions for the Portfolios may not produce the intended or desired results.

Recent Events Risk.Events in the financial markets have caused, and may continue to cause, increased volatility and a significant decline in the value and liquidity of many securities. As a result, identifying investment risks and opportunities may be especially difficult. There is no assurance that steps taken by governments, and their agencies and instrumentalities, to support financial markets will continue, and the impact of regulatory changes on the markets may not be known for some time.

Regulatory Risk. The Portfolios are subject to a variety of laws and regulations which govern their operations. The Portfolios are subject to regulation by the SEC, and depending on the Portfolio, the CFTC. Similarly, the businesses and other issuers of the securities and other instruments in which the Portfolios invests are also subject to considerable regulation. Changes in laws and regulations may materially impact the Portfolios, a security, business, sector or market.

Information About the New Subadvisers

ClearBridge. Effective July 31, 2020, ClearBridge is a wholly-owned indirect subsidiary of Franklin Resources, Inc. ClearBridge has offices at 620 Eighth Avenue, New York, New York 10018 and is an investment adviser that manages US and international equity investment strategies for institutional and individual investors. ClearBridge has been committed to delivering long-term results through active management for more than 50 years, and bases its investment decisions on fundamental research and the insights of seasoned portfolio management teams. As of December 31, 2020, ClearBridge's assets under management (including assets under management for ClearBridge and ClearBridge Investments Limited and its subsidiaries, which has integrated its business with that of ClearBridge) were approximately $177 billion, including $29 billion for which ClearBridge provides non-discretionary investment models to managed account sponsors.

Set forth below are the names and titles of the principal executive officers of ClearBridge. The address of each individual is 620 Eighth Avenue, New York, New York 10018. None of the officers or directors of ClearBridge are also officers or directors of the Manager.

Jennison. Jennison is organized under the laws of Delaware as single member limited liability company whose sole member is PGIM, Inc., which is a direct, wholly-owned subsidiary of PGIM Holding Company LLC, which is a direct, wholly-owned subsidiary of Prudential Financial, Inc. As of December 31, 2020, Jennison managed in excess of $224.2 billion in assets for institutional, mutual fund and certain other clients. Jennison's address is 466 Lexington Avenue, New York, New York 10017.

Set forth below are the names and titles of the principal executive officers of Jennison. The address of each individual is 466 Lexington Avenue, New York, New York 10017. None of the officers or directors of Jennison are also officers or directors of the Manager.

J.P. Morgan. J.P. Morgan is an indirect wholly-owned subsidiary of J.P. Morgan Chase Co., a publicly held bank holding company and global financial services firm. J.P. Morgan manages assets for governments, corporations, endowments, foundations and individuals worldwide. As of December 31, 2020, J.P. Morgan and its affiliated companies had approximately $2.3 trillion in assets under management worldwide. J.P. Morgan's address is 383 Madison Avenue, New York, NY 10179.

Set forth below are the names and titles of the principal executive officers of J.P. Morgan. The address of each individual is 383 Madison Avenue, New York, NY 10179. None of the officers or directors of J.P. Morgan are also officers or directors of the Manager.

MFS. MFS is the oldest US mutual fund organization. MFS and its predecessor organizations have managed money since 1924 and founded the first mutual fund in the United States. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). The principal address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199. Net assets under management of the MFS organization were approximately $608 billion as of December 31, 2020.

Set forth below are the names and titles of the principal executive officers of MFS. The address of each individual is 111 Huntington Avenue, Boston, Massachusetts 02199. None of the officers or directors of MFS are also officers or directors of the Manager.

PGIM.PGIM is an indirect, wholly-owned subsidiary of Prudential Financial, Inc. PGIM was formed in June 1984 and was registered with the SEC as an investment adviser in December 1984. As of December 31, 2020, PGIM had approximately $1.5 trillion in assets under management. PGIM's address is 655 Broad Street, Newark, New Jersey 07102.

PGIM Fixed Income is the primary public fixed-income asset management unit of PGIM, with $968 billion in assets under management as of December 31, 2020, and is the unit of PGIM that provides investment advisory services. PGIM Fixed Income is organized into groups specializing in different sectors of the fixed income market: US and non-US government bonds, mortgages and asset-backed securities, US and non-US investment grade corporate bonds, high-yield bonds, emerging markets bonds, municipal bonds, and money market securities.

Set forth below are the names and titles   of the principal executive officers of PGIM. The address of each individual is 655 Broad Street, Newark, New Jersey 07102. None of the officers or directors of PGIM are also officers or directors of the Manager.

Wellington. Wellington is a Delaware limited liability partnership. Wellington is a professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington and its predecessor organizations have provided investment advisory services for over 80 years. Wellington is owned by the partners of Wellington Management Group LLP, a Massachusetts limited liability partnership. As of December 31, 2020, Wellington and its investment advisory affiliates had investment management authority with respect to approximately $1.29 trillion in assets. The address of Wellington is 280 Congress Street, Boston, Massachusetts 02210.

Set forth below are the names and titles of the principal executive officers of Wellington. The address of each individual is 280 Congress Street, Boston, Massachusetts 02210. None of the officers or directors of Wellington are also officers or directors of the Manager.

New Portfolio Managers for Repositioned Portfolios

The Repositioned Portfolios will be managed by a team of portfolio managers and other investment professionals. Information about the new portfolio managers who will be responsible for the day-to-day management of the Repositioned Portfolios is set forth below:

ClearBridge

Margaret Vitrano. Ms. Vitrano is a Managing Director and Portfolio Manager of ClearBridge. Previously, she was a Senior Research Analyst for Information Technology and Communications at ClearBridge from 2007 to 2012. Ms. Vitrano joined ClearBridge or its predecessor in 2003. Prior to that, she was a Director of Citigroup Global Markets Inc. and a research analyst at Citigroup. Ms. Vitrano has 25 years of investment industry experience. Ms. Vitrano earned her MBA from the Wharton School of the University of Pennsylvania and a BA in Public Policy Studies and Art History from Duke University.

Peter J. Bourbeau. Mr. Bourbeau is a Managing Director and Portfolio Manager of ClearBridge. He joined ClearBridge or its predecessor in 1991. Previously, Mr. Bourbeau was a Director of Citigroup Global Markets Inc. and served as a Portfolio Manager at Smith Barney Asset Management. Mr. Bourbeau has 30 years of investment industry experience. A graduate of the University of Florida, Mr. Bourbeau obtained his MBA from Fordham University.

Jennison

Spiros "Sig" Segalas, Founder, President and Chief Investment Officer. As one of the founders of Jennison in 1969, Spiros "Sig" Segalas has built the firm into an institutional investment manager with a range of equity and fixed income investment strategies and assets under management of more than $180 billion. He has managed Jennison client portfolios over the past half century. Sig began his investment career at Bankers Trust as a research analyst, before managing client assets. Prior to Bankers Trust, he worked in the shipping and construction industries and served as an officer in the US Navy. Sig received a BA in economics from Princeton University.

Michael Del Balso, Managing Director. Michael is a large cap growth portfolio manager. He joined Jennison in 1972 as a research analyst and became a portfolio manager in 1999. Previously, he was a vice president and portfolio manager for four years at White, Weld & Company. Michael received a BS in industrial administration from Yale University and an MBA from Columbia University.

Kathleen A. McCarragher, Managing Director. Kathleen is the Head of Growth Equity and a large cap growth equity portfolio manager. She joined Jennison in 1998. Prior to Jennison, she spent six years with Weiss, Peck & Greer, where she was a managing director and the director of large cap growth equities. Previously, she spent 10 years with State Street Research & Management. Kathleen received a BBA, summa cum laude, in finance and economics from the University of Wisconsin-Eau Claire and an MBA from Harvard Business School.

Blair A. Boyer, Managing Director, Co-Head of Large Cap Growth Equity. Blair is the Co-Head of Large Cap Growth Equity and a large cap growth equity portfolio manager. He joined Jennison in 1993 as an international equity analyst and portfolio manager. He joined the large cap growth team as a portfolio manager in 2003. Prior to Jennison, Blair managed international equity portfolios for five years at Bleichroeder. Before that, he was a research analyst and then a senior portfolio manager at Verus Capital. Blair received a BA in economics from Bucknell University and an MBA from New York University's Stern School of Business.

Rebecca Irwin, Managing Director. Rebecca is a large cap growth equity portfolio manager and research analyst. She joined Jennison in 2006. Previously, she worked as a health care analyst at Viking Global Investors. In the decade before Viking, she was with UBS and Salomon Smith Barney. Before that, she was a corporate associate at Fried, Frank, Harris, Shriver & Jacobson. Rebecca received a BA in economics from Queen's University at Kingston, an LLB from the University of Toronto, and an LLM from Harvard Law School.

Natasha Kuhlkin, CFA, Managing Director. Natasha is a large cap growth equity portfolio manager and research analyst. She joined Jennison in 2004. Prior to Jennison, she was an equity research analyst for five years, first at Evergreen Investment Management then at Palisade Capital Management. Natasha received a BS, magna cum laude, in accounting from Binghamton University.

Mark B. Baribeau, CFA, Managing Director. Mark is the Head of Global Equity and a global equity portfolio manager. He joined Jennison in 2011. He was previously with Loomis Sayles for more than 21 years, where he was a global equity and large cap growth portfolio manager. Prior to Loomis, he was an economist at John Hancock Financial Services. Mark received a BA in economics from the University of Vermont and an MA in economics from the University of Maryland.

Thomas F. Davis, Managing Director. Tom joined Jennison in 2011 as a global equity portfolio manager. He was previously with Loomis Sayles for 11 years, most recently as a co-portfolio manager of global equity portfolios. He began his tenure at Loomis as a research analyst. Prior to Loomis, Tom was a global equity research analyst at Putnam Investments. Tom received a BA in economics from Dartmouth College and an MBA from Duke University.

Warren Koontz, Jr., CFA, Managing Director. Warren is the Head of Value Equity and a large cap value portfolio manager. Warren came to Jennison in 2014, following a 19-year tenure with Loomis Sayles, where he managed diversified and concentrated value strategies. In the previous decade, Warren worked at Comerica Bank, the Jeffrey Company, a private investment firm, and the Public Employees' Retirement System of Ohio. Warren earned a BS in finance and an MBA from Ohio State University.

Joseph C. Esposito, CFA, Managing Director. Joe is a large cap value portfolio manager. He came to Jennison in 2014, following seven years with Loomis Sayles as a senior equity analyst. Prior to his tenure with Loomis, Joe served as a business systems analyst at AXA Financial. He holds a BA in philosophy from the College of New Jersey and an MBA from Columbia Business School.

Jason M. Swiatek, CFA, Managing Director. Jason is the Head of Small and Mid Cap Equity, and a small and smid cap equity portfolio manager. He joined Jennison Associates in 2000 when Prudential's (now PGIM) public equity asset management capabilities were transferred to the firm. Jason was named co-manager of small cap portfolios in 2005 and co-manager of smid cap portfolios in 2013. Prior to Prudential, Jason worked at Munistat/PFA, Inc. and the Center for Entrepreneurship. He received a BS, summa cum laude, in finance from Canisius College.

Jonathan M. Shapiro, Managing Director. Jonathan is a smid cap core and financial services equity portfolio manager and research analyst. He joined Jennison in 2006. Previously, Jonathan worked at Goldman Sachs. In his final role at the firm, he led the small companies/special situations research group. Prior to Goldman Sachs, Jonathan worked at KPMG Consulting and Jones Lang Wootton Realty Advisors (now Clarion Partners). He received a BA, magna cum laude, with high honors in history from Dartmouth College and an MBA from the Wharton School, University of Pennsylvania.

Albert Kwok, CFA, Managing Director. Albert is an emerging markets equity portfolio manager and research analyst. Before joining Jennison in 2011, Albert was a global equity analyst specializing in emerging Asia at Loomis Sayles. During his previous tenure at Engemann Asset Management, Albert covered technology, health care, industrials, energy, and growth cyclical companies across market capitalizations. He earned a BA in business economics from University of California, Los Angeles.

Sara Moreno, Managing Director. Sara is an emerging markets equity portfolio manager and research analyst. She joined Jennison in 2011. Sara previously spent three years with Loomis Sayles as a research analyst where she covered stocks in Latin America and emerging Eastern Europe, the Middle East, and Africa. Prior to Loomis Sayles, Sara worked at Citi Global Markets, Goldman Sachs, and Moody's. She received a BA in economics from Bryn Mawr College and an MBA from the University of Chicago.

Jason T. McManus, Managing Director. Jason is the Head of Custom Solutions. An employee since 1997, Jason started as an international equity research associate before joining the applied research team in 2003. In 2006, he began managing quantitative portfolios and custom solutions for clients and was later appointed the Head of Custom Solutions. He received a BS in economics and computer science from the University at Albany, State University of New York, and an MBA in quantitative finance from New York University's Stern School of Business.

Adam L. Friedman, Managing Director, Investment Solutions Analyst and Portfolio Manager. Adam is an investment solutions analyst and portfolio manager. He joined Jennison in 2007 as an investment analyst on the firm's alternative investments team. In 2011, Adam assumed his current role with Jennison's Custom Solutions Group, where he focuses on portfolio analytics, strategy research and design, and portfolio management. He holds a BS in financial economics from Binghamton University.

Brian A. Porpora, Managing Director, Investment Solutions Analyst and Portfolio Manager. Brian is an investment solutions analyst and portfolio manager. He joined Jennison in 2004 as an investment analyst on the firm's alternative investments team. In 2008, Brian assumed his current role with Jennison's Custom Solutions Group, where he focuses on portfolio analytics, strategy research and design, and portfolio management. He holds a BS in applied economics and business management from Cornell University.

J.P. Morgan

Scott B. Davis, managing director, is a portfolio manager in the U.S. Equity Group. An employee since 2006, Scott was previously a media and internet analyst in the U.S. Equity Research Group. Prior to joining J.P. Morgan, Scott was an analyst at Jennison Associates, First Union, and Schroder Wertheim. He holds a B.S. from Drexel University and an M.B.A. from Columbia Business School. Scott Davis, lead portfolio manager, only manages assets in the J.P. Morgan Large Cap Core Strategy.

Clare A. Hart, managing director, is a portfolio manager in the U.S. Equity Group. An employee since 1999, Clare is the lead manager of the J.P. Morgan Equity Income and U.S. Value Strategies. Prior to joining the team, Clare was with Salomon Smith Barney's equity research division as a research associate covering Real Estate Investment Trusts. She began her career at Arthur Andersen, working as a public accountant. Clare holds a B.A. in political science from the University of Chicago, an M.S.A. from DePaul University and a C.P.A. granted by the State of Illinois.

Andrew Brandon, managing director, is a co-portfolio manager on the J.P. Morgan Equity Income and U.S. Value Strategies within the U.S. Equity Group. Andrew joined the team in 2012 as a generalist analyst whose research coverage spans various industries. Prior to this Andrew, was a member of our larger US equity research team. Andrew was previously in the JPMorgan Private Bank supporting portfolio managers of both the U.S. large cap core equity product, and the U.S. large cap value product. He has been an employee of the firm since 2000. Andrew obtained a B.A. in economics from the University of Virginia, and an M.B.A. from the University of Florida and is a CFA charterholder.

David Silberman, managing director, is a co-portfolio manager on the J.P. Morgan Equity Income and U.S. Value Strategies within the U.S. Equity Group. An employee since 1989, David assumed his current role in 2019. Prior to his current role, David was the Head of the Equity Investment Director and Corporate Governance teams globally and the lead U.S. Equity Investment Director since 2008. Previously, he was a portfolio manager in the U.S. Equity Group where he managed equity portfolios for private clients, endowments and foundations. He has also worked in the Emerging Markets Derivatives Group and attended the J.P. Morgan training program. David holds a B.A. in economics and political science from the State University of New York at Binghamton and an M.B.A. from the Stern School of Business at New York University.

MFS

Jed Stocks, an Investment Officer of MFS, is the lead portfolio manager of the Portfolios. He has been employed in the investment area of MFS since 2001.

Jim Fallon, an Investment Officer of MFS, is a portfolio manager of the Portfolios. He has been employed in the investment area of MFS since 1999.

Matt Krummell, an Investment Officer of MFS, is a portfolio manager of the Portfolios. He has been employed in the investment area of MFS since 2001.

Jonathan Sage, an Investment Officer of MFS, is a portfolio manager of the Portfolios. He has been employed in the investment area of MFS since 2000.

PGIM

Gregory Peters is a Managing Director and Head of PGIM Fixed Income's Multi-Sector and Strategy. Mr. Peters is a senior portfolio manager for Core, Long Government/Credit, Core Plus, Absolute Return, and other multi-sector Fixed Income strategies, in addition to having oversight of the firm's investment strategy function. Prior to joining the Firm in 2014, Mr. Peters was the Chief Global Cross Asset Strategist at Morgan Stanley, responsible for the Firm's macro research and asset allocation strategy. In addition, he was Morgan Stanley's Global Director of Fixed Income & Economic Research. Earlier, he worked at Salomon Smith Barney and the Department of U.S. Treasury. He received a BA in Finance from The College of New Jersey and an MBA from Fordham University. Mr. Peters is a member of the Fixed Income Analyst Society and the Bond Market Association. Mr. Peters was named a 2018 and 2019 winner of the Pension and Investment Provider Award for Global Multi-Asset Credit.

Michael J. Collins, CFA, is a Managing Director and Senior Portfolio Manager for Core, Core Plus, Absolute Return, and other Multi-Sector Fixed Income strategies. Previously, Mr. Collins was a High Yield Portfolio Manager and Fixed Income Investment Strategist. Earlier he was a credit research analyst, covering investment grade and high yield corporate credits. Additionally, he developed proprietary quantitative international interest rate and currency valuation models for our global bond unit. Mr. Collins began his career at the Firm in 1986 as a software

applications designer. He received a BS in Mathematics and Computer Science from Binghamton University and an MBA in Finance from New York University. Mr. Collins holds the Chartered Financial Analyst (CFA) designation and is a Fellow of the Life Management Institute (FLMI). He is currently the Chairman of the Board of CEA, a non-profit that provides education and employment for people with disabilities. Mr. Collins was named a 2018 winner of the Pension and Investment Provider Award for Global Multi-Asset Credit.

Richard Piccirillo is a Managing Director and senior portfolio manager for PGIM Fixed Income's Core, Long Government/Credit, Core Plus, Absolute Return, and other multisector Fixed Income strategies. Mr. Piccirillo had specialized in mortgage-and assetbacked securities since joining the Firm in 1993. Before joining the Firm, Mr. Piccirillo was a fixed income analyst with Fischer Francis Trees & Watts. Mr. Piccirillo started his career as a financial analyst at Smith Barney. He received a BBA in Finance from George Washington University and an MBA in Finance and International Business from New York University. Mr. Piccirillo was named a 2018 winner of the Pension and Investment Provider Award for Global Multi-Asset Credit.

Robert Tipp, CFA, is a Managing Director, Chief Investment Strategist, and Head of Global Bonds for PGIM Fixed Income. In addition to co-managing the global multi-sector strategies, Mr. Tipp is responsible for global rates positioning for Core Plus, Absolute Return, and other portfolios. Mr. Tipp has worked at the Firm since 1991, where he has held a variety of senior investment manager and strategist roles. Prior to joining the firm, he was a Director in the Portfolio Strategies Group at the First Boston Corporation, where he developed, marketed, and implemented strategic portfolio products for money managers. Before that, Mr. Tipp was a Senior Staff Analyst at the Allstate Research & Planning Center, and managed fixed income and equity derivative strategies at Wells Fargo Investment Advisors. He received a BS in Business Administration and an MBA from the University of California, Berkeley. Mr. Tipp holds the Chartered Financial Analyst (CFA) designation.

Matthew Angelucci, CFA, is a Principal and co-senior portfolio manager for PGIM Fixed Income's Global Bond Team. In addition to co-managing the Global Bond Strategies, Mr. Angelucci is responsible for country and sector allocation, term structure positioning, and issue selection within sovereign securities and derivatives across global bond portfolios and relative value hedge strategies. Prior to assuming his current position, he was a financial analyst in the Portfolio Analysis Group of PGIM Fixed Income where he was responsible for performance attribution and providing daily risk analysis and analytic support to the Global Government portfolio management team. Mr. Angelucci joined the Firm in 2005. He received a BS in Corporate Finance and Accounting from Bentley University. Mr. Angelucci holds the Chartered Financial Analyst (CFA) designation.

QMA

Edward L. Campbell, CFA, is a Managing Director and Portfolio Manager for QMA working within the Global Multi-Asset Solutions team. As the Director of Dynamic Asset Allocation, he is responsible for portfolio management, analysis, and economic and market valuation research, and he oversees a team of investment professionals. Ed also represents the firm through appearances in major media outlets, most notably as a regular guest on CNBC's Squawk Box. Prior to joining QMA, Ed served as a Portfolio Manager and Senior Analyst for PGIM Investments' Strategic Investment Research Group (SIRG). Previously, Ed was a Partner and Vice President at Trilogy Advisors. He earned a BS in economics and international business from the City University of New York and an MBA in finance, global business and organizational leadership from the New York University Stern School of Business.

Rory Cummings, CFA, is a Principal and Portfolio Manager for QMA working within the Global Multi-Asset Solutions team. In this capacity, he is responsible for portfolio management, analysis, and economic and market valuation research. Prior to his current role, Rory served as a Client Relations Specialist covering a variety of institutional clients. He earned a BA in finance from Seton Hall University and an MBA in financial markets and corporate finance from the New York University Stern School of Business.

Marco Aiolfi, PhD, is a Managing Director and Portfolio Manager for QMA working within the Global Multi-Asset Solutions team. As the Director of Systematic Multi-Asset Strategies, he is responsible for the research, development and portfolio management of systematic total and absolute return investment solutions. He is also an

investment lead for our global solutions efforts. Prior to joining QMA, Marco was a Lead Portfolio Manager and Researcher for GTAA and volatility strategies for the Quantitative Investment Strategies team at Goldman Sachs Asset Management, and a Principal at Platinum Grove Asset Management. Previously, Marco was a research scholar at the University of California, San Diego, and a visiting scholar at the International Monetary Fund. Marco's articles have appeared in the Journal of Econometrics, Journal of Financial Econometrics, Journal of Development Economics, Journal of Forecasting, "Oxford Handbook of Economic Forecasting" and "Essays in Nonlinear Time Series Econometrics." He earned a BA in economics and a PhD in economics from Bocconi University in Italy.

Devang Gambhirwala is a Principal and Portfolio Manager for QMA working within the Quantitative Equity team. In this capacity, he is responsible for portfolio management, analysis and research. Prior to joining QMA, Devang worked as a Quantitative Research Analyst and Assistant Portfolio Manager for PGIM, Inc. He earned a BS in computer and information sciences from the New Jersey Institute of Technology and an MBA from Rutgers University.

Wen Jin, PhD, CFA, is a Managing Director and Portfolio Manager for QMA working within the Quantitative Equity team. In this capacity, he is responsible for portfolio management, analysis and research. Prior to joining QMA, Wen was a Portfolio Manager and the Head of Quantitative Strategy and Trading at Aristeia Capital Management, where he oversaw derivatives valuation, quantitative trading strategy development and portfolio management. Previously, Wen was a Senior Quantitative Strategist in the options trading group at Citadel Investment Group, where he was responsible for the development of equity option arbitrage and volatility arbitrage strategies. Wen's articles have appeared in the Journal of Accounting Research and Wall Street Horizon, among other leading publications. He earned a BS in physics from University of Sciences and Technology of China, and an MA and PhD in physics from Columbia University.

Lorne Johnson, PhD, is a Managing Director and Portfolio Manager working within the Global Multi-Asset Solutions team. As the Director of Institutional Solutions, he serves as a subject matter expert, and performs research and analysis for Global Multi-Asset Solutions portfolios. Prior to joining QMA, Lorne was a Senior Portfolio Manager at State Street Global Advisors' Investment Solutions Group with a focus on managing tactical asset allocation portfolios. Previously, Lorne was a Portfolio Manager at CalPERS and Numeric Investors, a Senior Portfolio Manager at ABP Investments, and an Economist at Caxton Associates. He earned a BA in both public administration and history at California State University, an MA in applied economics at San Jose State University and an MA and PhD in economics at the University of Washington.

Joel M. Kallman, CFA, is a Vice President and Portfolio Manager for QMA working within the Global Multi-Asset Solutions team. In this capacity, he is responsible for portfolio management, analysis, and economic and market valuation research. Prior to joining QMA, Joel held various positions for PGIM Fixed Income that involved high-yield credit analysis and performance reporting. He earned a BS and MBA in finance from Rutgers University. Joel is a member of the New York Society of Security Analysts.

Edward F. Keon, Jr. is a Managing Director and Chief Investment Strategist for QMA's Global Multi-Asset Solutions team. In this capacity, he is responsible for portfolio management, analysis, and economic and market valuation research. He also represents the firm through appearances in major media outlets, most notably as a regular guest on CNBC's Squawk Box. Prior to joining QMA, Ed served as Chief Investment Strategist and Director of Quantitative Research at Prudential Equity Group, LLC, where he was repeatedly voted onto Institutional Investor's All-American Research Team, and as a Senior Vice President at I/B/E/S International Inc. Ed is a board member of the Chicago Quantitative Alliance, where he heads the committee to develop sound practices in quantitative investment management. He earned a BS in industrial management from the University of Massachusetts Lowell and an MBA in finance and marketing from the Massachusetts Institute of Technology Sloan School of Management.

Edward J. Lithgow, CFA, is a Vice President and Portfolio Manager for QMA working within the Quantitative Equity team. In this capacity, he is responsible for portfolio management, analysis and research. Prior to his current role, Ed was a Quantitative Analyst for the Quantitative Equity and Equity Indexing teams responsible for optimizing portfolios, monitoring cash flows and conducting performance attribution and risk analysis. He also traded equities,

currencies and futures for the Equity Indexing funds. Ed earned a BS in business administration from Seton Hall University and an MBA in finance from St. Joseph's University.

Edward Louie is a Vice President and Portfolio Manager for QMA working within the Equity Indexing team. In this capacity, he is responsible for portfolio management, trading, analysis and research. Prior to his current role, he served as an Analyst for QMA's Equity Indexing and Value strategies. Ed earned a BA in economics from Stony Brook University and an MBA in accounting from Baruch College.

Stacie L. Mintz, CFA, is a Managing Director, Co-Head of the Quantitative Equity team and Portfolio Manager for QMA. In this capacity, she leads the portfolio managers on the Quantitative Equity team. She is responsible for enhancements to the Quantitative Equity models and portfolio analytic tools. Prior to her current role, she served as the Head of Equity Portfolio Management for QMA. Previously, Stacie was a member of the former Asset Allocation team where she was responsible for several retail and institutional portfolios. During that time, she was also responsible for managing the overall asset allocation for the Prudential Pension Plan. She earned a BA in economics from Rutgers University and an MBA in finance from the New York University Stern School of Business.

Marcus M. Perl is a Principal and Portfolio Manager for QMA working within the Global Multi-Asset Solutions team. In this capacity, he is responsible for portfolio management, research, strategic asset allocation and portfolio construction. Prior to joining QMA, Marcus was a Vice President and Portfolio Manager at PGIM Investments and a Vice President at FX Concepts Inc. Marcus holds an MA in economics from the University of Southern California.

Vladik Shutoy is a Managing Director and Portfolio Manager for QMA working within the Quantitative Equity team. In this capacity, he is responsible for portfolio management, analysis and research, and he oversees a team of investment professionals. Prior to joining QMA, Vlad worked at Bloomberg, LP, where he led a team responsible for building predictive equity models for top-tier institutional investors. Previously, Vlad worked as a Quantitative Analyst for the Quantitative Investment Strategies team at Goldman Sachs Asset Management, where he developed proprietary equity models for short-term trading strategies, and at ING Investment Management. He earned a BS in computer engineering and an MS in computer science and financial engineering from the New York University Tandon School of Engineering.

Yesim Tokat-Acikel, PhD, is a Managing Director, Director of Multi-Asset Research and Portfolio Manager for QMA working within the Global Multi-Asset Solutions team. In this capacity, she is responsible for the research, development, and portfolio management of systematic total and absolute return investment solutions. She is also an investment lead for our global solutions efforts. Prior to QMA, Yesim worked as a Senior Quantitative Analyst developing GTAA strategies at AllianceBernstein, and as a Senior Investment Analyst for the Vanguard Group, where she built tactical and strategic asset allocation models for retirement and private client markets. Yesim's articles have appeared in the Journal of Investment Management, Journal of Investing, Mathematical Methods of Operations Research, the Journal of Economic Dynamics and Control, the Strategic Management Journal, the Journal of Financial Planning and the Journal of Wealth Management, among other leading publications. She earned a BS in industrial engineering from Bilkent University in Turkey, an MS in industrial engineering from the University of Arizona, Tucson, and a PhD in economics from the University of California, Santa Barbara.

Wellington

Edward L. Meyi, FRM, Managing Director and Fixed Income Portfolio Manager, is a portfolio manager and member of Wellington Management's Global Bond Team. He manages global fixed income portfolios for clients worldwide, including central bank, sovereign wealth fund, pension fund, and mutual fund clients of the firm. Prior to joining the firm in 2002, Ed worked at Putnam, BlackRock, Scudder Kemper, and Investors Bank & Trust. Ed earned his BA in history from Middlebury College (1996) and is certified by the Global Association of Risk Professionals as a Financial Risk Manager (FRM).

Mark H. Sullivan, CFA, CMT, Senior Managing Director, Fixed Income Portfolio Manager, and Head of Alternatives, is the team leader and a portfolio manager for the Global Macro and Fixed Income Team. As portfolio manager, he focuses on manager selection, allocation, and risk management across the team's multi-strategy

investment process. As the manager of portfolio managers, he oversees the aggregate risk and investment results within portfolios. In addition, he focuses on business and talent management as the leader of the investment team. As head of Alternatives, he is responsible for driving the long-term investment performance of Wellington Management's liquid alternative strategies.

Mark joined Wellington Management in 1999 as a project analyst in Global Relationship Management before becoming a quantitative analyst in the Fixed Income Group. He has been a member of the Global Bond Team since 2002. Mark received his BA from Colgate University (1999). In addition, he holds the Chartered Financial Analyst and Chartered Market Technician designations.

Information About PGIM Investments and ASTIS

The Trust is managed by PGIM Investments, 655 Broad Street, 17th Floor, Newark, NJ 07102 and ASTIS, One Corporate Drive, Shelton, Connecticut 06484.

As of December 31, 2020, PGIM Investments served as investment manager to all of the Prudential US and offshore open-end investment companies, and as administrator to closed-end investment companies, with aggregate assets of approximately $361.6 billion. PGIM Investments is a wholly-owned subsidiary of PIFM Holdco, LLC, which is a wholly-owned subsidiary of PGIM Holding Company LLC, which is a wholly-owned subsidiary of Prudential Financial, Inc. (Prudential). PGIM Investments has been in the business of providing advisory services since 1996.

As of December 31, 2020, ASTIS served as investment manager to certain Prudential US and offshore open-end investment companies with aggregate assets of approximately $177.1 billion. ASTIS is a subsidiary of Prudential Annuities Holding Company, Inc., which is a subsidiary of Prudential Annuities, Inc., a subsidiary of Prudential. ASTIS has been in the business of providing advisory services since 1992.

Set forth below is the name, title and principal occupation of the principal executive officer of PGIM Investments. There are no directors of PGIM Investments. The address of the principal executive officer of PGIM Investments is 655 Broad Street, 17th Floor, Newark, New Jersey 07102. None of the officers or directors of PGIM Investments are also officers or directors of QMA, Jennison, PGIM, ClearBridge, J.P. Morgan, MFS or Wellington.

Set forth below are the names, titles and principal occupations of the principal executive officer and the directors of ASTIS. Unless otherwise indicated, the address of each individual is One Corporate Drive, Shelton, Connecticut 06484. None of the officers or directors of ASTIS are also officers or directors of QMA, Jennison, PGIM, ClearBridge, J.P. Morgan, MFS or Wellington.

*  Mr. Benjamin's principal address is 655 Broad Street, 17th Floor, Newark, NJ 07102.

Set forth below is a list of the officers of the Trust who are also officers or directors of PGIM Investments and/or ASTIS.*

*  Includes Mr. Cronin, who also serves as an interested trustee of the Trust.

Substantially Similar Funds or Portfolios Managed by PGIM Investments or ASTIS

ASTIS and PGIM Investments do not manage another fund or portfolio that has investment objectives, policies, and strategies that are substantially similar to the proposed investment objective, policies, and strategies for the Repositioned Portfolios.

Substantially Similar Funds or Portfolios Advised by the Subadvisers

QMA, Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington do not manage another fund or portfolio that has investment objectives, policies, and strategies that are substantially similar to the proposed investment objective, policies, and strategies for the Repositioned Portfolios.

Implementation

As explained in more detail above, the Manager and the Board are proposing the amended Management Agreement, including an increase in the fee rate, in order to enable the Manager to retain Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington as new subadvisers for the Portfolios and, alongside QMA, the Portfolio's current subadviser, to implement the new principal investment strategy for each of the Portfolios.

If the amended Management Agreement is approved by the shareholders, the revised fee schedule will become effective and Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington will be added as new subadvisers to the Portfolios. The appointment of Jennison, PGIM, ClearBridge, J.P. Morgan, MFS and Wellington are expected to occur on or about July 1, 2021. QMA will continue to serve as subadviser to the Repositioned Portfolios.

THE BOARD OF TRUSTEES OF ADVANCED SERIES TRUST, INCLUDING ALL OF THE INDEPENDENT TRUSTEES, RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 1.

PROPOSAL 2

APPROVAL OF A SHAREHOLDER SERVICES AND DISTRIBUTION PLAN

Shareholders of each Portfolio are being asked to approve a shareholder services and distribution plan (the "Plan") pursuant to Rule 12b-1 under the 1940 Act. Under the proposed Plan, the Portfolios would be charged a shareholder services and distribution fee ("12b-1 fee") at the annual rate of 0.25% of the average daily net assets of the corresponding Portfolio. These fees would be used to compensate Prudential Annuities Distributors, Inc. ("PAD") for shareholder servicing and distribution services for the Portfolios.

The Portfolios do not currently pay a 12b-1 fee directly. Each Portfolio is currently structured as a fund-of-funds, which means that they invest all or substantially all of their assets in underlying portfolios. Instead, the Portfolios indirectly pay a 12b-1 fee through the acquired fund fees and expenses of the investments in the underlying portfolios.

If shareholders approve the proposals, each Portfolio will no longer be structured as a fund-of-funds, and therefore would no longer bear the indirect cost of the 12b-1 fees paid by the underlying portfolios. To replace the indirect 12b-1 fees that the Portfolios will cease paying, shareholders are being asked to adopt the Plan and directly pay the equivalent 12b-1 fee, which was formerly paid indirectly.

Board Approval and Recommendation

At meeting of the Board held on January 26-27, 2021, the Trustees, including the Independent Trustees, unanimously approved the Plan for each Portfolio and recommended that each Portfolio's shareholders approve the Plan.

Background

Rule 12b-1 under the 1940 Act permits a mutual fund to finance the distribution and sale of its shares out of fund assets, but only in compliance with the requirements, terms and conditions set out in Rule 12b-1. Rule 12b-1 requires any mutual fund paying distribution expenses to adopt a written plan, which is sometimes referred to as a "Rule 12b-1 plan."

In order to be adopted and implemented, a Rule 12b-1 plan initially must be approved by the board of trustees of a mutual fund, including the trustees who are not "interested persons" (as that term is defined in the 1940 Act) of the mutual fund and who have no direct or indirect financial interest in the operation of the plan or in any agreement related to the plan. A Rule 12b-1 plan also must be approved by the affirmative vote of at least "a majority of outstanding voting securities" (as that term is defined in the 1940 Act) of the fund if the plan is adopted after the relevant share class is offered to the public. A Rule 12b-1 plan may not be amended to increase materially the amount to be spent for distribution without approval of both the board of trustees of the mutual fund and a majority of outstanding voting securities of the mutual fund. Rule 12b-1 additionally requires that the board of trustees of a mutual fund be provided with quarterly written reports detailing the amounts spent under the plan and the purposes for the expenditures.

The shares offered by the other portfolios of the Trust are currently subject to a Rule 12b-1 fee that is identical to the one proposed under the Plan. The 12b-1 fee imposed under the Plan, if approved, would be identified and disclosed in each Portfolio's expense table in its prospectus, in the row entitled "Distribution and/or Service Fees."

Summary of the Plan

The proposed Plan is attached to this Proxy Statement as Exhibit B. The following description of the Plan is only a summary. You should refer to Exhibit B for the complete Plan.

Under the Plan, each Portfolio would be charged a 12b-1 fee at the annual rate of 0.25% of the average daily net assets attributable to the Portfolio. The fees would compensate PAD and its affiliates for various administrative services, including but not limited to the filing, printing and delivery of the Trust's prospectus and statement of additional information, annual and semi-annual shareholder reports, and other required regulatory documents, responding to shareholder questions and inquiries relating to each Portfolio, and related functions and services. In addition, pursuant to the Plan, the fee would compensate PAD and its affiliates for various services rendered and expenses incurred in connection with activities intended to result in the sale or servicing of the shares of each Portfolio. These activities would include, but are not limited to, the following:

•  printing and mailing of prospectuses, statements of additional information, supplements, proxy statement materials, and annual and semi-annual reports for current owners of variable life or variable annuity contracts indirectly investing in the shares (the Contracts);

•  reconciling and balancing separate account investments in the Portfolios;

•  reconciling and providing notice to the Trust of net cash flow and cash requirements for net redemption orders;

•  confirming transactions;

•  providing Contract owner services related to investments in the Portfolios, including assisting the Trust with proxy solicitations, including providing solicitation and tabulation services, and investigating and responding to inquiries from Contract owners that relate to the Portfolios;

•  providing periodic reports to the Trust and regarding the Portfolios to third-party reporting services;

•  paying compensation to and expenses, including overhead, of employees of PAD and other broker-dealers and financial intermediaries that engage in the distribution of the shares including, but not limited to, commissions, service fees and marketing fees;

•  printing and mailing of prospectuses, statements of additional information, supplements and annual and semi-annual reports for prospective Contract owners;

•  paying expenses relating to the development, preparation, printing and mailing of advertisements, sales literature, and other promotional materials describing and/or relating to the Portfolios;

•  paying expenses of holding seminars and sales meetings designed to promote the distribution of the shares;

•  paying expenses of obtaining information and providing explanations to Contract owners regarding investment objectives, policies, performance and other information about the Trust and its Portfolios;

•  paying expenses of training sales personnel regarding the Portfolios; and

•  providing other services and bearing other expenses for the benefit of the Portfolios, including activities primarily intended to result in the sale of shares of the Trust.

The Plan is of a type known as a "compensation" plan because payments would be made for services rendered to the Portfolios regardless of the level of actual expenditures by PAD. However, as part of their oversight of the operations of the Trust and the Plan, the Trustees would consider and examine all payments made to PAD and all expenditures by PAD for purposes of reviewing operations under the Plan. As required under Rule 12b-1, the Plan provides that PAD and any other person(s) authorized to direct the disposition of monies paid or payable by the Portfolio pursuant to the Plan or any related agreement will provide to the Board, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

The Plan and any related agreement will continue in effect, with respect to each Portfolio, for a period of more than one year only so long as such continuance is specifically approved at least annually by a majority vote of (a) the Trust's Board of Trustees and (b) the Trust's Independent Trustees, cast in person at a meeting called for the purpose of voting on the Plan or such agreement, as applicable. In addition, the Plan and any related agreement

may be terminated at any time with respect to any Portfolio by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities representing the shares of the Portfolio. The Plan may not be amended to increase materially the amount of distribution and shareholder service fees permissible with respect to any Portfolio until it has been approved by the Board and by a vote of at least a majority of the outstanding voting securities representing the shares of the Portfolio.

Overall Impact of Approval of the Plan

As noted above, the Portfolios do not currently pay a 12b-1 fee directly. Instead, they indirectly pay the 12b-1 fee through the acquired fund fees and expenses of the investments in the underlying AST portfolios. The Portfolios receive the same distribution and other services as the other AST portfolios, but they do not have their own fee to avoid fee duplication. If shareholders approve the proposals, the Portfolios will no longer bear the 12b-1 fee indirectly since the Portfolios will no longer invest in the other AST portfolios. If shareholders approve proposal 2 (application of the Plan), the same 12b-1 fee will be paid by the Portfolios on a direct basis, instead of indirectly.

Board Considerations

The Board of Trustees, including the Independent Trustees, considered the Manager's proposal that the Board adopt the Plan for each Portfolio at a meeting of the Board held on January 26-27, 2020. The Independent Trustees and their independent counsel also discussed the proposal with the Manager before the meeting.

The Board noted that the Portfolios are not subject to the Plan and do not pay a direct 12b-1 fee because the Portfolios are structured as funds-of-funds. Instead, the Portfolios indirectly pay a 12b-1 fee through the acquired fund fees and expenses of their investments in underlying portfolios. Because of the change to each Portfolio's principal investment strategy to move from a fund-of-funds structure that invests primarily in underlying funds to a structure using primarily direct investments through multiple sleeves, the Manager proposed that the Portfolios adopt the Plan and pay 12b-1 fees directly under the Plan. The Board noted that the other portfolios of the Trust that are not structured as funds-of-funds are currently subject to the Plan and pay the 12b-1 fee directly.

In connection with its deliberations, the Board took into account information prepared specifically in connection with the consideration of the Plan, as well as information furnished and discussed throughout the year at regular and special Board meetings. Information furnished and discussed throughout the year included information regarding the Trust's servicing and distribution arrangements, as well as periodic reports on shareholder services and distribution expenses incurred by the Manager and its affiliates.

The Independent Trustees met in advance of the meeting at which the Plan was considered and approved, and in executive session during the meeting, to review the information provided. Representatives of the Manager attended portions of the executive session to review and discuss matters relating to the Plan and to provide additional information requested by the Independent Trustees. At the meeting and during the portions of the executive session attended by the Manager's representatives, the Independent Trustees and the Manager's representatives engaged in extensive discussions regarding the Plan. The Independent Trustees were assisted by independent counsel during these meetings and during their deliberations regarding the Plan, and also received materials discussing the legal standards applicable to their consideration of the Plan.

In connection with its deliberations, the Board gave particular attention to the fact that the approval of the Plan with respect to the Portfolios would effectively substitute a direct 12b-1 fee for the indirect 12b-1 fees paid by the Portfolios through their investments in other portfolios of the Trust and that overall expenses of the Portfolios would decrease.

In addition, the Board considered that (1) the Plan would require that the Trustees be provided, and that they review, on at least a quarterly basis, a written report describing the amounts expended under the Plan and the purposes for which such expenditures were made; (2) the adoption of the Plan would make expenditures intended to promote shareholder servicing and distribution of the Portfolios' shares more transparent to shareholders and to

the Board; and (3) the overall shareholder and distribution servicing arrangements for the Trust would assist in maintaining the competitive position of the Portfolios in relation to other insurance fund complexes.

After consideration of the factors noted above, together with other factors and information considered relevant, the Board, including the Independent Trustees, concluded that there was a reasonable likelihood that the Plan would benefit each Portfolio and its shareholders. Based on its review, the Board, including such Independent Trustees, approved the Plan and directed that the Plan be submitted to the shareholders of each Portfolio for approval.

Fees and Expenses

The tables below describe the fees and expenses that you may pay if you buy and hold shares of each Portfolio. The tables show the fees and expenses of each Portfolio's shares and the estimated pro forma fees and expenses of each Portfolio's shares assuming that shareholders approve proposals. Fees and expenses for the Portfolios are based on those incurred by the Portfolios' shares for the fiscal year ended December 31, 2020. The pro forma fees and expenses of the shares of the Portfolios assume that the Plan had been in effect for the fiscal year ended December 31, 2020.

Please note that the tables do not reflect any fees and expenses associated with a variable annuity contract or a variable life insurance policy, which would increase overall fees and expenses. See your variable annuity or variable life insurance prospectus for a description of those fees and expenses.

AST Balanced Asset Allocation Portfolio

ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)

AST Balanced Asset Allocation Portfolio

dividend and interest expense and broker charges on short sales) do not exceed 0.89% of the Portfolio's average daily net assets through June 30, 2023. Expenses waived/reimbursed by the Manager may be recouped by the Manager within the same fiscal year during which such waiver/reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year. These arrangements may not be terminated or modified without the prior approval of the Trust's Board of Trustees.

AST Capital Growth Asset Allocation Portfolio

ANNUAL PORTFOLIO OPERATING EXPENSES
(expenses that you pay each year as a percentage of the value of your investment)

AST Capital Growth Asset Allocation Portfolio