ADVANCED SERIES TRUST

AST BALANCEDACADEMIC STRATEGIES ASSET ALLOCATION PORTFOLIO
AST CAPITAL GROWTH ASSET ALLOCATION PORTFOLIO
AST PRESERVATION ASSET ALLOCATION PORTFOLIO

VOTING INFORMATION

FOR THE SPECIAL MEETINGSMEETING OF SHAREHOLDERS

OF ADVANCED SERIES TRUST

TO BE HELD ON MAY 11, 2021

Dated: April 1, 2021

GENERAL

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

Prudential Annuities Life Assurance 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 Portfolio (the “Shares”"Shares") held by its Separate Accounts, as to how the Insurance Company should vote on the proposalsproposal that will be considered at the Special Meeting of Shareholders referred to in the preceding Notice and at any adjournments or postponements (the “Meeting”"Meeting"). The enclosed proxy statement, which you should retain for future reference, sets forth concisely information about the proposalsproposal 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 Company of New Jersey, Pruco Life Insurance Company and Prudential Retirement Insurance and Annuity Company and Prudential Insurance Company of America.

Company.

This voting information and the accompanying voting instruction card are being mailed to Contract owners on or about April 1, 2021, and will be available on the Portfolios’Portfolio's website at www.prudential.com/variableinsuranceportfolios on or about 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(s); and sign, date and mail the voting instruction card(s) in the accompanying postage-paid envelope. Contract owners also may provide voting instructions by phone 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 the Internet must be submitted by 11:59 p.m. Eastern Time on the day before the Meetings.Meeting.

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

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

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ADVANCED SERIES TRUST

AST BalancedAcademic Strategies Asset Allocation Portfolio
AST Capital 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 SHAREHOLDERS

TO BE HELD ON MAY
Special Meeting of Shareholders
To Be Held On May 11, 2021

This Proxy Statement relates to the solicitation by the Board of Trustees of Advanced Series Trust (“AST”("AST" or the “Trust”"Trust") of proxies for the Special MeetingsMeeting of Shareholders of the AST BalancedAcademic Strategies Asset Allocation Portfolio, AST Capital Growth Allocation Portfolio, and the AST Preservation Asset Allocation Portfolio, each a series of the Trust (the “Meeting”"Meeting") to be held on May 11, 2021 at the times indicated below.

11:45 a.m. Eastern Time.

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”("COVID-19") situation. As a result, the MeetingsMeeting will be conducted solely by means of remote communication. Shareholders will not be able to attend the MeetingsMeeting in person. Any shareholders wishing to participate in the MeetingsMeeting by means of remote communication can do so at 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”"Contracts") issued by Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Annuities Life Assurance Corporation, Prudential Retirement Insurance and Annuity Company Prudential Insurance Company of America,and Allstate Life Insurance Company and Allstate Life Insurance Company of New York (each, an “Insurance Company”"Insurance Company" and together, the “Insurance Companies”"Insurance Companies") who, as of February 12, 2021 (the “Record Date”"Record Date"), had account values allocated to the sub-accounts of an Insurance Company’sCompany's separate account or accounts (the “Separate Accounts”"Separate Accounts") that invest in shares of the Balanced Portfolio, Capital Growth Portfolio and the Preservation Portfolio (each a “Portfolio” and collectively, the “Portfolios”).

Portfolio.

Owners of the Contracts 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 Meetings.Meeting. 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”("SEC") under the Investment Company Act of 1940, as amended (the “1940 Act”"1940 Act"), as an open-end management investment company. The Trust’sTrust's shares of beneficial interest are referred to herein as “Shares.”"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’sTrust's Board of Trustees may be referred to herein as the “Board,”"Board," and its members may be referred to herein as “Trustees.”"Trustees."

Important Notice Regarding the Availability of Proxy Materials for the Shareholder MeetingsMeeting to be Held on May 11, 2021.

This Proxy Statement, which you should retain for future reference, contains important information regarding the proposalsproposal 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 at www.prudential.com/variableinsuranceportfolios on or about April 1, 2021. Distribution of this Proxy Statement to the Insurance Companies and to Contract owners is scheduled to begin on or about April 1, 2021. It is expected that one or more representatives of each Insurance Company will participate in the MeetingsMeeting via remote communication or by proxy and will vote shares 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”Investments") and AST Investment Services, Inc. (“ASTIS”("ASTIS" and, with PGIM Investments, the “Manager”"Manager") are the investment managers of eachthe Portfolio. Prudential Annuities Distributors, Inc. (“PAD”("PAD"), an affiliate of the Manager and the Insurance

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PROPOSAL

PROPOSAL 1

TO APPROVE AN AMENDED INVESTMENT MANAGEMENT AGREEMENT

Under the proposal, 1, the Portfolio shareholders are being asked to approve an amended Management Agreement for eachthe Portfolio in connection with the implementation of a new 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”"interested persons" (as that term is defined in the 1940 Act) of the Trust (the “Independent Trustees”"Independent Trustees"), unanimously approved the amended Management Agreement for eachthe Portfolio and recommended that each Portfolio’sthe Portfolio's shareholders approve the amended Management Agreement.

Background: Existing Management Agreement & Subadvisory Arrangements

The Manager serves as the manager of the PortfoliosPortfolio under the existing Management Agreement. Pursuant to the agreement, the Manager provides investment advisory and related management and administrative services to eachthe Portfolio. The existing Management Agreement was most recently approved by shareholders of eachthe Portfolio at a special meeting of the initial Portfolio shareholders that was held on May 1, 2003. The existing Management Agreement was most recently renewed by the Board, including all of the Independent Trustees, at Board meetings held on June 15-16, 2020.

Pursuant to the Management Agreement, the Manager, subject to the supervision of the Board and in conformity with the stated policies of the Trust, manages both the investment operations of the PortfoliosPortfolio and the composition of theirits investment holdings, including the purchase, retention, disposition and loan of securities and other assets. In connection therewith, the Manager is obligated to keep certain books and records of the Portfolios.Portfolio. The Manager is authorized to enter into subadvisory agreements for investment advisory services in connection with the management of the Portfolios.Portfolio. The Manager continues to have responsibility for all investment advisory services performed pursuant to any such subadvisory agreements.

The Manager is specifically responsible for overseeing and managing the PortfoliosPortfolio and any subadvisers. In this capacity, the Manager reviews the performance of the PortfoliosPortfolio 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 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 PortfoliosPortfolio 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 PortfoliosPortfolio and theany subadvisers. The Manager utilizes this data in directly supervising the PortfoliosPortfolio and any subadvisers. SIRG provides reports to the Board and presents to the Board at special and regularly scheduled Board meetings. The Manager bears the cost of the oversight program maintained by SIRG.

The Trust has obtained an exemption from the Securities and Exchange Commission (“SEC”("SEC") that generally permits the Manager, with Board approval, to enter 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 similar to the 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’sTrust'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’sTrust'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:

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The Management Agreement provides that the Manager will not be liable for any error of judgment by the Manager or for any loss suffered by the Trust in connection with the matters to which the Management Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case, any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or loss resulting from willful misfeasance, bad faith or gross negligence or reckless disregard of duties. The Management Agreement provides that it will terminate automatically, if assigned (as defined in the 1940 Act), and that it may be terminated without penalty by either the Manager or the Trust by a vote of the Board or of a majority of the outstanding voting securities of the Trust (as defined in the 1940 Act) upon not more than 60 days’days', nor less than 30 days’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 eachthe 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 QMAPortfolio's current subadvisers and to subadvisers for the underlying AST portfolios:

AST Balanced Asset Allocation Portfolio

Under the existing Management Agreement, the Balanced Portfolio’s contractualPortfolio pays directly an investment management fee is 0.15%based on a schedule of rates and the Balanced Portfolio’sPortfolio's average daily net assets. Since the Balanced Portfolio operates partially as a “fund-of-funds,”"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’sPortfolio's net assets and holdings as of November 30, 2020, the annualized effective investment management fee rate, net of waivers paid directly and indirectly by the Balanced Portfolio was approximately 0.67%0.96%, which comprises: (i) the net effective investment management fee paid directly to the Manager by the Balanced Portfolio (0.15%(0.61%), plus (ii) the weighted average of the investment management fees paid to the Manager by the underlying AST portfolios (0.52%(0.35%).

The Manager, in turn, pays QMA athe Portfolio's current subadvisers contractual subadvisory feefees 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.Portfolio. In addition to directly paying a subadvisory feefees to QMA,the current subadvisers of the Portfolio, 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’sPortfolio's investments in the underlying AST portfolios and net assets and holdings as of November 30, 2020, the estimated effective subadvisory fee rate for the Balanced Portfolio was approximately 0.24%0.41%, which comprises: (i) the effective contractual subadvisory fee paid by the Manager directly to QMA (0.05%Portfolio's current subadvisers (0.26%), plus (ii) the estimated weighted average of the subadvisory fees paid by the Manager to the subadvisers of the underlying AST portfolios (0.19%(0.15%).

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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 proposal, the fee schedule for the Management Agreement will be revised to provide that eachthe Portfolio will pay the Manager an investment management fee at the following annual rates:

*  The Manager will aggregate assets with the AST Academic Strategies Asset Allocation Portfolio, AST Balanced Asset Allocation Portfolio, AST Capital Growth Asset Allocation Portfolio, and AST Preservation Asset Allocation Portfolio for the purpose of calculating the management fee for each Portfolio.

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·•  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’sthe 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 eachthe Portfolio through a full market cycle.

·•  Reduced expenses - Each Portfolio’s— The Portfolio's net operating expense ratios are expected to decrease. This decrease is primarily because the PortfoliosPortfolio 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 Manager concerning proposed changes to each Portfolio’sthe 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 amendedsecondary benchmark (these changes are collectively referred to herein from time to time as the “Portfolio Repositionings”"Portfolio Repositioning", and the PortfoliosPortfolio resulting from the Portfolio Repositionings areRepositioning is referred to herein from time to time as a “Repositioned Portfolio”"Repositioned Portfolio").

At such meeting, the Board, including a majority of the Independent Trustees, approved amending the Management Agreement to increase the investment management fee rate payable by eachthe 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”Morgan"), Massachusetts Financial Services Company (“MFS”("MFS"), PGIM, Inc. ("PGIM"), and Wellington Management Company LLP (“Wellington”,("Wellington," and collectively, the “New Subadvisers”"New Subadvisers"), and with First Quadrant, L.P. ("First Quadrant"), Jennison Associates LLC ("Jennison"), Morgan Stanley Investment Management Inc. ("Morgan Stanley"), QMA LLC the current subadviser to the Portfolios (“QMA”("QMA"), and togetherWestern Asset Management Company, LLC and Western Asset Management Company Limited (together, "Western Asset," and collectively with First Quadrant, Jennison, Morgan Stanley, and QMA, the "Existing Subadvisers"). The Existing Subadvisers and the New Subadvisers are referred to herein from time to time as the “Subadvisers”).

"Subadvisers."

The material factors and conclusions that formed the basis for the Trustees’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 PortfoliosPortfolio by the Manager and QMAthe Existing Subadvisers under the existing Management Agreement and the currentexisting subadvisory agreement,agreements, 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’sthe Portfolio's principal investment strategy from a fund-of-funds structure that invests primarilygreater than 50% of its assets in underlying funds, with the remainder of the assets invested using direct investments 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 arrangementsagreements were intended to facilitate the strategy change. The Board received and considered information regarding each Subadviser’sSubadviser'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.

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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 PortfoliosPortfolio 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.Portfolio. The Board also received and considered hypothetical performance information of the Repositioned Portfolios,Portfolio, as well as a comparison of such performance information against the Portfolios’Portfolio's 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’Portfolio's 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 PortfoliosPortfolio in order to effect the Portfolio Repositionings.Repositioning. The Board considered that the proposed management fee reflects the increased oversight and other responsibilities by the Manager as a result of the Portfolio RepositioningsRepositioning 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 currentexisting subadvisory agreement.

agreements.

The Board further noted that while each Portfolio’sthe Portfolio's management fee will increase, the net operating expense ratio of eachthe Portfolio is expected to decrease. The Board noted that the decrease is primarily because eachthe Portfolio will directly pay the costs of certain investment management services through its investment management fee, rather than indirectly paying thesethose 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

Profitability

The Board noted that although the management fee to be paid by the PortfoliosPortfolio 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 growPortfolio grows 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”"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.Repositioning. The Board

concluded that any potential benefits to be derived by the

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management fee based on the aggregate assets of eachthe Portfolio of the Trust managed as a fund of funds. Because the voluntary waiver is not contractual and may be withdrawn at any time, it is not shown in the Portfolio’sPortfolio's fee table under applicable SEC rules for mutual fund prospectuses.

**If the proposals areproposal is implemented, the Manager has contractually agreed to waive 0.02% of its investment management fee through June 30, 2022. The Manager has also contractually agreed to waive a portion of their investment management fee and distribution fee, respectively, equal to the amount of the management and distribution fee received from other portfolios of the Trust due to the Portfolio’sPortfolio's investment in any such portfolios. In addition, the Manager has contractually agreed to waive a portion of its investment management fee and/or reimburse certain expenses of the Portfolio so that the Portfolio’sPortfolio's investment management fee plus other expenses (exclusive, in all cases of, brokerage, taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), extraordinary expenses, and certain other Portfolio expenses such as dividend and interest expense and broker charges on short sales) do not exceed 0.89%1.13% of the Portfolio’sPortfolio'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’sTrust's Board of Trustees.

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*  QMA:For purposes of calculating the advisory fee payable to QMA, not including the asset allocation services, the assets managed by QMA in the Portfolio 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,with 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:QMA in: (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 AssetPrudential Growth Allocation Portfolio.

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

+  J.P. Morgan: For purposes of calculating the advisory fee payable to J.P. Morgan, the assets managed by J.P. Morgan in the Portfolio will be aggregated with the assets managed by J.P. Morgan in: (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 Large-Cap Core Portfolio.

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

Based on the Balanced Portfolio’sPortfolio's holdings and net assets as of November 30, 2020, the effective contractual subadvisory fee rate for Balanced Portfolio was 0.05%0.26%. Since a portion of 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’sPortfolio's investments in each underlying AST portfolio. Based on the Balanced Portfolio’sPortfolio'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%0.41%, which comprises: (i) the 0.05%0.26% 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%(0.15%) based upon the Balanced Portfolio’sPortfolio's average holdings in the underlying AST portfolios for the twelve-month period ended November 30, 2020. If the QMA, Jennison, PGIM, ClearBridge,First Quadrant, J.P. Morgan, Jennison, MFS, Morgan Stanley, PGIM, QMA, Wellington, and WellingtonWestern Asset subadvisory agreements had been in effect during this time period, the effective contractual subadvisory fee rates would have been as follows:

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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.seek long term capital appreciation. The investment objective of the Portfolio will not change as a result of the proposals.

proposal.

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 policiesmulti-asset class fund. Under normal circumstances, approximately 60% of the Balanced Portfolio, other mutual fundsPortfolio's assets are allocated to traditional asset classes and investment strategies, and approximately 40% of the Portfolio's assets are allocated to non-traditional asset classes and investment strategies. The traditional asset classes include US and foreign equity and fixed income securities. The non-traditional asset classes include real estate, commodities-related, and global infrastructure. The non-traditional investment strategies may from time to time be addedinclude long/short market neutral, global macro, hedge fund replication, and global tactical asset allocation strategies.

The Portfolio gains exposure to or removed from, the list of Underlying Balanced Portfolios that may be usedthese traditional and non-traditional asset classes and investment strategies by investing in connection with the Balanced Portfolio. Currently, the only Underlying Balanced Portfolios in which the Balanced Portfolio invests arevarying combinations of: (i) other pooled investment vehicles, including, other portfolios of the Trust, other open-end or closed-end investment companies, exchange-traded funds (ETFs), unit investment trusts, and domestic or foreign private investment pools (collectively referred to as Underlying Portfolios); (ii) securities such as common stocks, preferred stocks, bonds, bond and interest rate futures, options on bonds, options on bond and interest rate futures, interest rate options, interest rate swaps, credit default swaps (on individual securities and/or baskets of securities), commodity and commodity index futures, options (including options on credit default swaps), other futures, swaps and options (including on equities and equity indices), forwards, options on swaps, options on forwards and mortgage-backed securities; and (iii) certain money market funds or short-term bond funds advised byfinancial and derivative instruments. Under normal circumstances, the Manager or onePortfolio will invest greater than 50% of its affiliates.

The asset allocation strategy is determinedassets in Underlying Portfolios and the remainder of the Portfolio's assets will be directly managed by the Manager and QMA, the subadvisersubadvisers 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.

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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’sPortfolio'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.

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also adversely affect the Portfolios’Portfolio's returns by requiring the purchase or sale of securities at inopportune times and by otherwise limiting the subadviser’ssubadviser's ability to fully implement the Portfolios’Portfolio's 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;Portfolio; derivatives may be difficult or impossible for the PortfoliosPortfolio 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 PortfoliosPortfolio could fluctuate, perhaps greatly, in response to a number of factors, such as changes in the issuer’sissuer'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.Portfolio.

Expense Risk. The actual cost of investing in the PortfoliosPortfolio may be higher than the expenses shown in the “Annual"Annual Portfolio Operating Expenses”Expenses" table above for a variety of reasons, including, for example, if the Portfolios’Portfolio's 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 PortfoliosPortfolio may be unable to sell theirits securities holdings at the price they valueit values 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;Portfolio; 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

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Market and Management RiskRisk.. Markets in which the Portfolios investPortfolio invests 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 PortfoliosPortfolio 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 arePortfolio is subject to a variety of laws and regulations which govern theirits operations. The Portfolios arePortfolio is 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 PortfoliosPortfolio invests are also subject to considerable regulation. Changes in laws and regulations may materially impact the Portfolios,Portfolio, 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 RARE Infrastructure Limited and its subsidiaries, which has integrated its business with that of ClearBridge) were approximately $XX billion, including $XX billion for which ClearBridge provides non-discretionary investment models to managed account sponsors.

Set forth below are the names, titles and principal occupations 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.

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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 titles and principal occupationstitles 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 September 30,December 31, 2020, PGIM had approximately $1.4$1.5 trillion in assets under management. PGIM’sPGIM'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 $946.1$968 billion in assets under management as of September 30,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.

PGIM Real Estate is a business unit of PGIM, which in turn is an indirect wholly-owned subsidiary of Prudential Financial, Inc., with $188 billion in gross assets under management as of December 31, 2020, and is the unit of PGIM that provides a broad range of real estate and investment opportunities investment advisory services.

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

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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 titles and principal occupationstitles 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 PortfoliosPortfolio

The Repositioned PortfoliosPortfolio 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 PortfoliosPortfolio is set forth below:

Jennison

ClearBridge

Margaret Vitrano [TO BE ADDED BY SUBSEQUENT FILING]

Peter J. Bourbeau [TO BE ADDED BY SUBSEQUENT FILING]

Jennison

Spiros Segalas, Founder, PresidentUbong "Bobby" Edemeka is a Managing Director and Chief Investment Officer. One of the founders ofincome and infrastructure portfolio manager. Before joining Jennison in 1969, Spiros “Sig” Segalas has built the firm into an institutional investment manager with2002, Bobby was 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 asell-side research analyst before managing client assets. Prior to Bankers Trust,on the US Power & Utilities team at Goldman Sachs. Previously, he worked in the shipping and construction industries and served as an officeranalyst on the global utilities team of SSB Citi Asset Management Group, a division of Citigroup. Bobby began his career as an analyst for the Prudential Utility Fund (now Prudential Jennison

Utility Fund) at Prudential Investments (now PGIM Investments). He graduated from Harvard University with a BA in government.

Shaun Hong, CFA is a Managing Director and income and infrastructure portfolio manager. He joined Jennison in 2000 when Prudential's (now PGIM) public equity asset management capabilities were transferred to Jennison. As a Prudential analyst, Shaun covered the US Navy. Sigpower, natural gas, and telecommunications industries. He holds a BS in industrial management from Carnegie Mellon University.

Mark Baribeau is a Managing Director, 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 Princetonthe University of Vermont and an MA in economics from the University of Maryland.

Thomas Davis is a Managing Director and 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.

Michael Del Balso,Blair A. Boyer is a Managing Director. Michael isDirector, Co-Head of Large Cap Growth Equity, and a large cap growth equity portfolio manager. He joined Jennison in 19721993 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 becamethen a senior portfolio manager in 1999. Previously, he was a vice president and portfolio manager for four years at White, Weld & Company. MichaelVerus Capital. Blair received a BSBA in industrial administrationeconomics from YaleBucknell University and an MBA from ColumbiaNew York University's Stern School of Business.

Warren Koontz, Jr., CFA is a Managing Director, 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.

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.

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JP Morgan

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.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 Fixed Income

Gregory Peters is a Managing Director and Head of PGIM Fixed Income’sIncome'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’sfirm'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’sFirm's macro research and asset allocation strategy. In addition, he was Morgan Stanley’sStanley'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.

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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’sIncome'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.

Craig Dewling is the Deputy Chief Investment Officer and Head of Multi-Sector, Liquidity and Strategy at PGIM Fixed Income. As Deputy CIO, Mr. Dewling has broad oversight related to trading processes and policies for the firm. In addition, he has portfolio management oversight for multi-sector, core conservative, Japan core bond, global rates, mortgages, insurance strategies, money market strategies and liability-driven investing. Mr. Dewling is also responsible for management of the firm’sfirm's macroeconomic research and oversees the firm’sfirm's chief investment strategist. He has specialized in mortgage-backed securities since 1991. Earlier, he was a taxable bond generalist for the Firm’sFirm's proprietary accounts, specializing in U.S. Treasuries and agencies. Mr. Dewling joined the Firm in 1987 in the Securities Systems Group. He received a BS in Quantitative Business Analysis from The Pennsylvania State University and an MBA in Finance from Rutgers University.

Erik Schiller, CFA, is a Managing Director and Head of Liquidity. Mr. Schiller is responsible for developed market rates for PGIM Fixed Income’sIncome's Multi-Sector and Liquidity Team, specializing in government securities, futures, interest rate swaps/derivatives, and agency debentures. Mr. Schiller holds a senior portfolio management role where he develops portfolio strategy, performs quantitative analysis, and designs and implements risk positions within the liquidity relative value strategy portfolios, multi-sector fixed income portfolios, liability-driven portfolios, and government securities focused mutual funds. In addition, he has oversight of agency mortgages for the firm. Formerly, Mr. Schiller was a Vice President for PGIM Fixed Income’sIncome's U.S. Liquidity Sector Team, and previously a hedge fund analyst within the Portfolio Analysis Group. Mr. Schiller joined the Firm in 2000 as an operations associate in the mortgage-backed securities group. He received a BA with high honors in Economics from Hobart College and holds the Chartered Financial Analyst (CFA) designation.

Gary Wu, CFA,, is a Principal and a U.S. government portfolio manager for PGIM Fixed Income’sIncome's Multi-Sector and Liquidity Team. He has been responsible for managing U.S. Treasury products since joining the Team in 2000. Previously, Mr. Wu was a portfolio manager on PGIM Fixed Income’sIncome's Money Markets Desk. From 1997 to 1999, Mr. Wu was a risk analyst in PGIM Fixed Income’sIncome's quantitative research group. Mr. Wu joined the Firm in 1994 in the Guaranteed Products Unit, where he was responsible for annuity pricing. Mr. WuMr.Wu received a BS in Business Administration and Mathematics from The State University of New York, at Albany. He holds the Chartered Financial Analyst (CFA) designation.

PGIM Real Estate

Rick Romano, CFA, Global Real Estate Portfolio Manager. Rick J. Romano is a Managing Director at PGIM Real Estate and head of the Global Real Estate Securities business. Rick has over 27 years of real estate experience in the public and private markets spanning merchant banking, real estate valuation, transactions, asset management, and portfolio management. Rick joined PGIM Real Estate in 1998 from Rockefeller & Co, where he served as an equity analyst covering primarily real estate and leisure stocks. Rick has served on the board of several private real estate companies. Rick is a member of PGIM Real Estate's Americas Executive Council, Global Investment Committee, UCITs Governance Council and Defined Contribution Investment Committee. He is also a member of

NYSSA, ICSC and NAREIT Investment Advisory Council. Rick holds an MBA from NYU and a B.A. from Rutgers College.