UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.     )

Check the appropriate box:

ADVANCED SERIES TRUST

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ADVANCED SERIES TRUST

Gateway Center Three

100 Mulberry Street—4^th Floor

Newark, New Jersey 07102

May 4, 2015

Dear Contract Owner:

Enclosed is a notice and proxy statement relating to a Special Meeting of Shareholders (the “Meeting”) of each portfolio (each, a “Portfolio” and together, the “Portfolios”) of the Advanced Series Trust (the “Trust”). The Meeting is scheduled to be held at the offices of the Trust, located at Gateway Center Three, 100 Mulberry Street—4^th floor, Newark, New Jersey, on June 11, 2015 at 10:00 a.m., Eastern Daylight Time (the “Meeting”).

At the Meeting, shareholders will be asked to approve the proposals described below:

1. Elect the Board of Trustees of the Trust (“Board”) (All Portfolios);

2. Approve an amended Shareholder Services and Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “Plan”) (Most Portfolios).

3. Approve a policy to permit the Trust’s investment managers to enter into or make material changes to Portfolio subadvisory agreements with wholly-owned subadvisers without shareholder approval (Most Portfolios).

Under Proposal 1, the shareholders of the Portfolios are being asked to elect each of the Board members who have previously been elected by shareholders or appointed by the Board.

Under Proposal 2, subject to an offsetting reduction in contractual management fee rates, the existing Plan would be amended to increase the fee paid to the Trust’s principal underwriter, for shareholder servicing and distribution expenses. The fee rate paid to the underwriter, as an annual rate of the average daily net assets of each Portfolio, would increase from 0.10% to 0.25% (that is, an increase of 0.15%). If shareholders of a Portfolio approve the amended Plan, the contractual investment management fee rate paid by Portfolio shareholders would be decreased by 0.1575%. Therefore, if shareholders approve the amended Plan, the increase in the 12b-1 fee under the amended Plan will be more than offset by the reduction in the contractual investment management fee, and overall Portfolio expenses will not increase.

Under Proposal 3, the Trust’s existing legal authority, which currently permits the Trust’s investment managers to enter into or make changes to Portfolio subadvisory agreements with unaffiliated subadvisers with Board approval, would be expanded to permit the Trust’s investment managers to enter into or make changes to Portfolio subadvisers who are affiliated with the investment managers with Board approval.

The Board has unanimously approved the proposals identified above and recommends that you vote “FOR” each of them. Although the Board has determined that the proposals are in your best interest, the final decision is yours.

As an owner of a variable annuity contract or certificate or variable life insurance policy that participates in the Portfolios as of the close of business on March 20, 2015, you are entitled to instruct the insurance company that issued your contract or policy how to vote the applicable Portfolio shares. The attached Notice of Special Meeting of Shareholders and Proxy Statement concerning the Meeting describe the matters to be considered at the Meeting.

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

envelope at your earliest convenience or by relaying your voting instructions via telephone or the internet by following the enclosed instructions. 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 Daylight Time on the day before the Meeting. You may vote your shares in person, even though you may have already returned a voting instruction card or submitted your voting instructions via the internet or by telephone. Please respond promptly in order to save additional costs of solicitation and in order to make sure you are represented.

Sincerely,

Robert F. O’Donnell

President, Advanced Series Trust

IMPORTANT INFORMATION TO HELP YOU UNDERSTAND AND VOTE ON THE PROPOSALS

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

Q1. WHY AM I RECEIVING THIS PROXY STATEMENT?

A. As the owner of a variable annuity or variable life contract, you instruct your insurance company to allocate your account value into one or more separate accounts, each of which is divided into sub-accounts. Each sub-account, in turn, invests your specified account value in shares of a corresponding mutual fund. Therefore, you are indirectly investing in the underlying mutual fund. Under the federal securities laws, you have the right to instruct your insurance company how to vote the shares related to your investment on any shareholder proposal.

If you have received these proxy materials, you have allocated some or all of your account value to one or more series of the Advanced Series Trust (“AST”). As is further explained below, AST is seeking shareholder consideration and approval of three important proposals. You are being asked to provide voting instructions to your insurance company on these proposals.

Q2. WHAT PROPOSALS AM I BEING ASKED TO VOTE ON?

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

Q3. WHY IS IT IMPORTANT TO ELECT TRUSTEES?

A. The Board of Trustees is responsible for the oversight of AST and its Portfolios on behalf of AST’s shareholders. The federal securities laws generally require that at least 2/3 of the board members of a mutual fund be elected by shareholders. Nine of the ten members of the AST Board were previously elected by shareholders, and the other member was recently appointed by the Board. In light of the appointment of the new board member as well as anticipated future retirements of Board members, in order to assure the continuity and uninterrupted functioning of the Board and to allow the Board to appoint new members in the future as circumstances and conditions may warrant, the current Trustees believe that it is appropriate for shareholders to elect a new Board. By electing the nominees, shareholders will facilitate the Board’s transition through retirements, and the Trustees will have the flexibility necessary to appoint future new members in compliance with the requirements of the federal securities laws.

Q4. WHAT IS A “SHAREHOLDER SERVICES AND DISTRIBUTION PLAN?”

A. The federal securities laws permit a mutual fund to use fund assets to pay for distribution, sales, and related shareholder servicing functions only in accordance with a written plan which must satisfy various requirements, and which must be approved by the fund’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, sales, and related shareholder servicing functions. The fee paid by the fund pursuant to this plan is commonly referred to as a “12b-1 fee.”

Q5. WHICH PORTFOLIOS ARE INCLUDED IN THE PLAN?

A. Currently, each Portfolio (other than those structured as funds-of-funds) pays a 12b-1 fee at the annual rate of 0.10% of the average daily net assets of each Portfolio. Several Portfolios are structured as funds-of-funds, which mean that they invest all or substantially all of their assets in other AST Portfolios. These Portfolios are not

covered by the shareholder services and distribution plan, and therefore, do not pay directly the 12b-1 fee. These Portfolios, however, do bear indirectly the 12b-1 fees to be paid by the Portfolios in which they invest. The following Portfolios are structured as funds-of-funds: AST Balanced Asset Allocation Portfolio, AST Capital Growth Asset Allocation Portfolio, AST Defensive Asset Allocation Portfolio, AST Franklin Templeton Founding Funds Plus Portfolio, AST Managed Equity Portfolio, AST Managed Fixed Income Portfolio, AST Preservation Asset Allocation Portfolio, and AST Quantitative Modeling Portfolio.

Q6. WHAT CHANGES ARE PROPOSED TO THE PLAN?

A. If approved by shareholders of a Portfolio, the fee rate paid under the Plan for shareholder services and distribution expenses would increase by 0.15% from 0.10% to 0.25% (as an annual rate of the average daily net assets of the Portfolio). The fee rate increase under the Plan, however, would be more than offset by a 0.1575% decrease in the contractual investment management fee rate paid by the Portfolio. On an aggregate basis, based on current asset levels, overall fees are expected to decrease by approximately $10.2 million in total fees paid across all Portfolios. Therefore, if shareholders approve the amended Plan, the combined contractual investment management fee rate and the Rule 12b-1 fee under the Plan will be reduced.

Q7. WILL APPROVAL OF THE PLAN RESULT IN HIGHER FEES OR EXPENSES?

A. No. The 0.15% increase in the 12b-1 fee under the Plan would be more than offset by a 0.1575% decrease in the investment management fee. If Proposal 2 is approved, the increase in the 12b-1 fee under the Plan will be offset by the reduction in the contractual investment management fee, and overall Portfolio expenses will not increase. The reduced contractual management fee rates could not be increased thereafter without shareholder and Board approval. This planned reduction protects shareholders from an increase in total expenses due to the increased 12b-1 fee. However, this fee reduction does not mean that the overall Portfolio fees and expenses paid by shareholders will always be lower than before, because other Portfolio fees and expenses can increase in the future due to a number of factors, and the fee reductions will not necessarily be sufficient to offset any possible future increases in Portfolio fees and expenses. In addition, some of the Portfolios currently benefit from a fee waiver or expense limitation that reduces Portfolio operating expenses, and the investment managers have agreed to extend all existing contractual fee waivers and expense limitations that would otherwise expire in June 2015 for an additional year, that is through at least June 30, 2016. After that time, fee waivers and expense limitations are subject to change based on the 2016 annual review of advisory and distribution arrangements by the AST Board of Trustees.

Q8. WHY ARE THE INVESTMENT MANAGERS SEEKING AUTHORITY TO ENTER INTO OR MAKE MATERIAL CHANGES TO SUBADVISORY AGREEMENTS WITH WHOLLY-OWNED SUBADVISERS?

A. The investment managers and the Board believe that it is in the best interests of the Portfolios and their shareholders to permit the investment managers to enter into subadvisory agreements with wholly-owned subadvisers, subject to Board approval, but without shareholder approval. Currently, the investment managers, with Board approval, can enter into and amend subadvisory agreements with subadvisers that are not affiliated with the investment managers without obtaining shareholder approval, thereby avoiding the expense and delay entailed in seeking shareholder approval and permitting the Portfolios to more quickly and efficiently respond to changes in market conditions and other factors.

Q9. HAS THE BOARD OF TRUSTEES APPROVED THE PROPOSALS?

A. Yes, the Board of Trustees of AST has unanimously approved the proposals and recommends that you vote to approve them.

Q10. WHY AM I RECEIVING PROXY INFORMATION ON PORTFOLIOS THAT I AM NOT INVESTED IN?

A. Shareholders of each Portfolio of AST are being asked to elect Trustees to the Board and to approve a policy to permit the investment managers to enter into or make material modifications to subadvisory agreements with

wholly-owned subadvisers. Additionally, shareholders of most of the Portfolios of AST are being asked to approve an amended shareholder services and distribution plan. As a result, most of the information that must be included in a proxy statement for your Portfolio(s) needs to be included in a proxy statement for each of the other Portfolios as well. You are only being asked to provide voting instructions on the proposal(s) that impact the AST Portfolios that you are invested in.

Q11. WHO IS PAYING FOR THE COSTS OF THIS PROXY STATEMENT?

A. The Prudential Insurance Company of America and its affiliates are bearing all costs associated with the proxy statement. AST’s investment managers are affiliates of The Prudential Insurance Company of America. You will not bear any of the costs or expenses associated with the proxy statement.

Q12. HOW MANY VOTES AM I ENTITLED TO SUBMIT?

A. You are entitled to give your voting instructions equivalent to one vote for each full share and a fractional vote for each fractional share related to your indirect investment in each Portfolio as of the record date. The record date is March 20, 2015.

Q13. HOW DO I VOTE?

A. Your vote is very important. You can vote in the following ways:

Q14. 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.

Q. 15. CAN THE PROXY STATEMENT BE VIEWED ONLINE?

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

Q. 16. WHAT IF I HAVE QUESTIONS ABOUT THE PROXY STATEMENT?

A. If you require assistance or have any questions regarding the mailing you received, we have hired Broadridge Financial Solutions, Inc. (Broadridge) to respond to questions and provide assistance. Broadridge customer service can be contacted Monday-Friday at (855) 601-2246 between the hours of 9:30 a.m. and 10:00 p.m., Eastern Daylight Time.

ADVANCED SERIES TRUST

Gateway Center Three

100 Mulberry Street—4^th Floor

Newark, New Jersey 07102

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 11, 2015

To the Shareholders:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Meeting”) of each portfolio (each, a “Portfolio” and together, the “Portfolios”) of the Advanced Series Trust (the “Trust” or “AST”) will be held on June 11, 2015, at 10:00 a.m., Eastern Daylight Time, at the offices of the Trust, located at Gateway Center Three, 100 Mulberry Street—4^th Floor, Newark, New Jersey 07102 (the “Meeting”). The Portfolios which comprise AST are listed on pages 1 and 2 of the Proxy Statement. You are receiving this Proxy Statement because you have an interest in at least one of the listed AST Portfolios. The purpose of the Meeting is to consider and act upon the matters described below:

1. Elect the Board of Trustees of the Trust (“Board”);

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

3. Approve a policy to permit the Trust’s investment managers to enter into or make material changes to Portfolio subadvisory agreements with wholly-owned subadvisers without shareholder approval.

4. To transact such other business that may properly come before the Meeting.

Proposal 1 applies to all Portfolios. Proposals 2 and 3 apply to most of the Trust’s Portfolios. The table below identifies the applicable Portfolios for each Proposal:

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

Please note that owners of variable annuity contracts or variable life insurance policies (“Contract owners”) who have allocated account value to separate accounts investing in one or more of the Portfolios may instruct their insurance company how to vote the shares related to their investment. Contract owners should consider themselves shareholders for purposes of these proxy materials.

You should read the Proxy Statement attached to this notice prior to completing your voting instruction card. The record date for determining the number of shares outstanding, the shareholders entitled to vote and the Contract owners entitled to provide voting instructions at the Meeting and any adjournments or postponements thereof has been fixed as the close of business on March 20, 2015. If you had an interest in any AST Portfolio as of the record date, you are entitled to give voting instructions. If you attend the Meeting, you may give your voting instructions in person.

YOUR VOTE IS IMPORTANT

PLEASE RETURN YOUR VOTING INSTRUCTION CARD PROMPTLY

Regardless of whether you plan to attend the Meeting, you should give voting instructions by promptly completing, dating, signing, and returning the enclosed voting instruction card in the enclosed postage-paid envelope. You also can vote or provide voting instructions by telephone using the 12-digit control number that appears on the enclosed voting instruction card and following the simple instructions, or you may vote via 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 Daylight Time on the day before the Meeting. If you are present at the Meeting, you may submit or change your voting instructions, if desired, at that time.

By Order of the Board of Trustees

Deborah A. Docs, Secretary of Advanced Series Trust

Dated: May 4, 2015

VOTING INFORMATION

ADVANCED SERIES TRUST

VOTING INFORMATION

FOR THE SPECIAL MEETING OF SHAREHOLDERS

OF ADVANCED SERIES TRUST

TO BE HELD ON JUNE 11, 2015

Dated: May 4, 2015

GENERAL

This voting information is being furnished by the following insurance companies (each, an “Insurance Company” and together, the “Insurance Companies”), to Contract owners who, as of March 20, 2015 (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 one or more of the portfolios (each, a “Portfolio” and together, the “Portfolios”) of Advanced Series Trust (“AST” or the “Trust”).

Prudential Insurance Company of America

Prudential Annuities Life Assurance Corporation

Pruco Life Insurance Company of New Jersey

Pruco Life Insurance Company

Prudential Retirement Insurance & Annuity Company

Pramerica of Bermuda Life Assurance Company, Ltd.

Allstate Life Insurance Company

Allstate Life Insurance Company of New York

Zurich American Life Insurance Company

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 Portfolios (the “Shares”) held by its Separate Accounts, as to how the Insurance Company should vote on the proposals (the “Proposals”) that will be considered at the Special Meeting of Shareholders referred to in the preceding Notice and at any adjournments or postponements (the “Meeting”). The enclosed Proxy Statement, which you should retain for future reference, sets forth concisely information about the Proposals 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 Insurance Companies.

This voting information and the accompanying voting instruction card are being mailed to Contract owners on or about May 4, 2015.

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 via 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 Daylight Time on the day before the Meeting.

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

The number of Shares held in the sub-account of a Separate Account corresponding to a Portfolio for which a Contract owner may provide voting instructions was determined as of the Record Date by dividing (i) the Contract’s account value allocable to that sub-account by (ii) the net asset value of one Share of the corresponding Portfolio. Each whole share is entitled to one vote as to each matter with respect to which it is entitled to vote and each fractional share is entitled to a proportionate fractional vote. At any time prior to an Insurance Company’s voting at the Meeting, a Contract owner may revoke his or her voting instructions 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 appearing and voting in person at the Meeting.

HOW AN INSURANCE COMPANY WILL VOTE

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

OTHER MATTERS

The Insurance Companies are not aware of any matters, other than the specified Proposals, to be acted on at the Meeting. If any other matters come before the Meeting, an Insurance Company will vote the Shares upon such matters in its discretion. Voting instruction cards may be solicited by employees of Prudential Investments LLC and/or AST Investment Services, Inc. (collectively referred to herein as the “Manager”), the Trust’s co-investment managers, or their affiliates as well as officers and agents of the Trust. The principal solicitation will be by mail and electronic delivery but voting instructions may also be solicited by telephone, fax, personal interview, or the internet.

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

It is important that you vote. Please promptly mark your voting instructions on the enclosed voting instruction card; then sign, date and mail the voting instruction card in the accompanying postage-paid envelope. You also may provide your voting instructions by telephone at 1-800-690-6903, or via 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 Daylight Time on the day before the Meeting. You may also attend the Meeting in person and submit your voting instructions.

ADVANCED SERIES TRUST

100 Mulberry Street

Gateway Center Three—4^th Floor

Newark, New Jersey 07102

PROXY STATEMENT DATED MAY 4, 2015 FOR THE

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 11, 2015

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 Meeting of Shareholders of the Trust (the “Meeting”) to be held at 100 Mulberry Street, Gateway Center Three—4^th Floor, on June 11, 2015, at 10:00 a.m., Eastern Daylight Time, or any adjournment or postponement thereof.

This Proxy Statement is being furnished to owners of variable annuity contracts or variable life insurance policies (“Contract owners”) (the “Contracts”) issued by Prudential Insurance Company of America, Prudential Annuities Life Assurance Corporation, Pruco Life Insurance Company of New Jersey, Pruco Life Insurance Company, Prudential Retirement Insurance & Annuity Company, Pramerica of Bermuda Life Assurance Company, Ltd., Allstate Life Insurance Company, Allstate Life Insurance Company of New York, and Zurich American Life Insurance Company (each, an “Insurance Company” and together, the “Insurance Companies”) who, as of March 20, 2015 (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 one or more portfolios (each, a “Portfolio” and together, the “Portfolios”) of the Trust. The Portfolios of the Trust are:

1

Contract owners are being provided the opportunity to instruct the applicable Insurance Company to approve or disapprove the proposals contained in this Proxy Statement in connection with the solicitation by the Board of Trustees of the Trust of proxies for the 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”) 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 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” or “Board Members.”

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 11, 2015

This Proxy Statement, which you should retain for future reference, contains important information regarding the proposals 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.annuities.prudential.com/view/page/investor on or about May 4, 2015. Distribution of this Proxy Statement to the Insurance Companies and to Contract owners is scheduled to begin on or about May 4, 2015. It is expected that one or more representatives of each Insurance Company will attend the Meeting in person 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.

Prudential Investments LLC and AST Investment Services, Inc. are the co-investment managers of each of the Portfolios of the Trust, except for the following Portfolios, for which Prudential Investments LLC is the sole investment manager: AST AQR Emerging Markets Equity Portfolio, AST BlackRock Multi-Asset Income Portfolio, AST Bond Portfolio 2026, AST FQ Absolute Return Currency Portfolio, AST Franklin Templeton K2 Global Absolute Return Portfolio, AST Goldman Sachs Global Growth Allocation Portfolio, AST Goldman Sachs Strategic Income Portfolio, AST Legg Mason Diversified Growth Portfolio, AST Prudential Flexible Multi-Strategy Portfolio, AST QMA International Core Equity Portfolio, AST Schroders Global Tactical Portfolio, and AST T. Rowe Price Diversified Real Growth Portfolio.

Prudential Annuities Distributors, Inc. (“PAD”), an affiliate of the co-investment managers and the Prudential insurance companies, is the principal underwriter of each Portfolio’s Shares. The mailing address for Prudential Investments LLC and the Trust’s principal offices is Gateway Center Three, 100 Mulberry Street,

2

Newark, New Jersey 07102. The mailing address for AST Investment Services, Inc. and PAD is One Corporate Drive, Shelton, Connecticut 06484. In addition, the investment subadvisers listed in Exhibit A (the “Subadvisers”) serve as investment subadvisers to the Portfolios.

Note: for ease of reference and clarity, Prudential Investments LLC and AST Investment Services, Inc. are collectively referred to in this proxy statement as the “Manager.”

Contract owners who have allocated account values to one or more Portfolios as of the close of business on the Record Date are entitled to give voting instructions at the Meeting. Additional information regarding outstanding Shares, voting your voting instruction cards and attending the Meeting is included at the end of this Proxy Statement in the section entitled “Voting Information.”

PROPOSAL No. 1

ELECTION OF THE BOARD OF TRUSTEES

Shareholders of the Trust are being asked to consider the election of all of the current members of the Board of Trustees. The number of Trustees to serve on the Board has been set at 10. The Trust’s current Trustees are:

Mr. Cronin is an “interested person” (as defined in the 1940 Act) of the Trust (an “Interested Trustee”), because he serves in a senior management position with the Manager and/or its affiliates. Msses. Austin, Barrat, Bibliowicz, Booth and Gold, and Messrs. Gunia, McDonald, Mooney, and O’Brien are not “interested persons” (as defined in the 1940 Act) of the Trust (the “Independent Trustees”). Therefore, the Board is currently composed of one Interested Trustee and nine Independent Trustees. The Chair of the Board is Thomas T. Mooney, who is an Independent Trustee.

The current Independent Trustees are referred to herein as “Independent Nominees.” Mr. Cronin is referred to herein as an “Interested Nominee.” If all of the individuals nominated for election are elected by shareholders, the Board will be comprised of one Interested Trustee and nine Independent Trustees.

Section 16 of the 1940 Act effectively requires that at least 2/3 of the members of a mutual fund’s board be elected by shareholders immediately after the board’s appointment of a new director. In addition, there must be a majority of shareholder-elected board members on the Board. All of the current members of the Board except Ms. Bibliowicz were elected by shareholders in February 2013. Ms. Bibliowicz was appointed to and joined the Board in 2014.

3

Although the current composition of the Board satisfies the requirement that 2/3 of the Board be elected by shareholders, in light of the recent appointment of a new Trustee (Ms. Bibliowicz), as well as the anticipated retirement of Independent Trustees in coming years, the Board may in the near future approach its statutory limitation under the 1940 Act and would no longer be able to appoint additional Trustees without a shareholder vote.

In order to assure the continuity and uninterrupted functioning of the Board in compliance with the 1940 Act, and to allow the Board to appoint new members in the future as circumstances and conditions may warrant, the current Trustees believe that it is appropriate for shareholders to elect a new Board. By electing the nominees, the Trustees will have the flexibility necessary to appoint new members in the future in compliance with the requirements of the 1940 Act.

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

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

It is expected that the Trustees will have at least 12 board meetings a year at regularly scheduled meetings.

None of the Nominees is related to another. None of the Independent Trustees nor the person nominated to become an Independent Trustee owns shares of Prudential Financial, Inc. or its affiliates.

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

PROPOSED INDEPENDENT NOMINEES

Susan Davenport Austin* (47) | Trustee | Since 2011

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

Number of Portfolios in Fund Complex† Overseen by Nominee: 111

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

4

Sherry S. Barrat* (65) | Trustee | Since 2013

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

Number of Portfolios in Fund Complex† Overseen by Nominee: 111

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

Jessica M. Bibliowicz* (55) | Trustee | Since 2014

Principal Occupation(s) During Past 5 Years: Senior Adviser (Since 2013) of Bridge Growth Partners (private equity firm); formerly Chief Executive Officer (1999-2013) of National Financial Partners (independent distributor of financial services products).

Number of Portfolios in Fund Complex† Overseen by Nominee: 111

Other Directorships Held by Nominee**: Director (since 2013) of Realogy Holdings Corp. (residential real estate services); The Asia-Pacific Fund, Inc. (since 2006); Sotheby’s (since 2014) (auction house and art-related finance).

Kay Ryan Booth* (64) | Trustee | Since 2013

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

Number of Portfolios in Fund Complex† Overseen by Nominee: 111

Other Directorships Held by Nominee**: None.

Delayne Dedrick Gold* (76) | Trustee | Since 2003

Principal Occupation(s) During Past 5 Years: Marketing Consultant (1982-present); formerly Senior Vice President and Member of the Board of Directors, Prudential Bache Securities, Inc.

Number of Portfolios in Fund Complex† Overseen by Nominee: 111

Other Directorships Held by Nominee**: None

Robert F. Gunia* (68) | Trustee | Since 2003

Principal Occupation(s) During Past 5 Years: Independent Consultant (Since October 2009); formerly Chief Administrative Officer (September 1999-September 2009) and Executive Vice President (December 1996-September 2009) of Prudential Investments LLC; formerly Executive Vice President (March 1999-September 2009) and Treasurer (May 2000-September 2009) of Prudential Mutual Fund Services LLC; formerly President (April 1999-December 2008) and Executive Vice President and Chief Operating Officer (December 2008-December 2009) of Prudential Investment Management Services LLC; formerly Chief Administrative Officer, Executive Vice President and Director (May 2003-September 2009) of AST Investment Services, Inc.

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Number of Portfolios in Fund Complex† Overseen by Nominee: 111

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

W. Scott McDonald, Jr., PhD* (77) | Trustee | Since 2003

Principal Occupation(s) During Past 5 Years: Formerly Management Consultant (1997-2004) and of Counsel (2004-2005) at Kaludis Consulting Group, Inc. (company serving higher education); formerly principal (1995-1997), Scott McDonald Associates; Chief Operating Officer (1991-1995), Fairleigh Dickinson University; Executive Vice President and Chief Operating Officer (1975-1991), Drew University; interim President (1988-1990), Drew University; formerly Director of School, College and University Underwriters Ltd.

Number of Portfolios in Fund Complex† Overseen by Nominee: 111

Other Directorships Held by Nominee**: None.

Thomas T. Mooney* (73) | Trustee & Independent Chair | Since 2003 | Independent Chair Since 2003

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

Number of Portfolios in Fund Complex† Overseen by Nominee: 111

Other Directorships Held by Nominee**: None.

Thomas M. O’Brien* (64) | Trustee | Since 2003

Principal Occupation(s) During Past 5 Years: Director, President & CEO Sun Bancorp, Inc. (NASDAQ: SNBC) and Sun National Bank (Since July 2014); Consultant, Valley National Bancorp, Inc. and Valley National Bank (January 2012-June 2012); Formerly President and COO (November 2006-December 2011) and CEO (April 2007-December 2011) of State Bancorp, Inc. and State Bank; formerly Vice Chairman (January 1997-April 2000) of North Fork Bank; formerly President and Chief Executive Officer (December 1984-December 1996) of North Side Savings Bank; formerly President and Chief Executive Officer (May 2000-June 2006) Atlantic Bank of New York.

Number of Portfolios in Fund Complex† Overseen by Nominee: 111

Other Directorships Held by Nominee**: Formerly Director, BankUnited, Inc. and BankUnited N.A. (NYSE: BKU) (May 2012-April 2014); formerly Director (April 2008-January 2012) of Federal Home Loan Bank of New York; formerly Director (December 1996-May 2000) of North Fork Bancorporation, Inc.; formerly Director (May 2000-April 2006) of Atlantic Bank of New York; Director (November 2006-January 2012) of State Bancorp, Inc. (NASDAQ: STBC) and State Bank of Long Island.

PROPOSED INTERESTED NOMINEE

Timothy S. Cronin* (49) | Trustee & Vice President | Since 2009

Principal Occupation(s) During Past 5 Years: Chief Investment Officer and Strategist of Prudential Annuities (Since January 2004); Director of Investment & Research Strategy (Since February 1998); President of AST Investment Services, Inc. (Since June 2005).

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Number of Portfolios in Fund Complex† Overseen by Nominee: 111

Other Directorships Held by Nominee**: None.

Leadership and Board Structure, Qualifications and Experience of the Nominees

The Board is responsible for oversight of the Trust and each of its Portfolios. The Trust has engaged the Manager to manage the Trust and its Portfolios on a day-to-day basis. The Board oversees the Manager and certain other principal service providers in the operations of the Trust. The Board is currently composed of ten members, nine of whom are Independent Trustees. The Board meets in-person at regularly scheduled meetings throughout the year. In addition, the Trustees may meet in-person or by telephone at special meetings. During 2014, the Board met 22 times, including regularly scheduled meetings and special meetings. The Board has established four standing committees—Audit, Compliance, Governance, and Investment Review and Risk—and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. The four standing committees of the Board met, in the aggregate, 19 times during 2014. The Independent Trustees have also engaged independent legal counsel to assist them in fulfilling their responsibilities.

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

The Board has concluded that, based on each Trustee’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Trustees, each Trustee should serve as a Trustee. Among other attributes common to all Trustees are their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the various service providers to each Company, and to exercise reasonable business judgment in the performance of their duties as Trustees. In addition, the Board has taken into account the actual service and commitment of the Trustees during their tenure in concluding that each should continue to serve. A Trustee’s ability to perform his or her duties effectively may have been attained through a Trustee’s educational background or professional training; business, consulting, public service or academic positions; experience from service as a Trustee of the Trust, other funds in the Fund Complex, public companies, or non-profit entities or other organizations; or other experiences. Set forth below is a brief discussion of the specific experience qualifications, attributes or skills of each Trustee that led the Board to conclude that he or she should serve as a Trustee.

Ms. Gold and Messrs. McDonald, Mooney and O’Brien have each served for more than 10 years as a Board Member of mutual funds advised by the Manager or its predecessors, including the Trust and/or other mutual funds advised by the Manager or its predecessors. In addition, Mr. McDonald has more than 20 years of experience in senior leadership positions at institutions of higher learning. Ms. Gold has more than 20 years of experience in the financial services industry. Mr. Mooney has more than 30 years of experience in senior

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leadership positions with municipal organizations and other companies and has experience serving on the boards of other entities. Mr. O’Brien has more than 25 years of experience in senior leadership positions in the banking industry, and has experience serving on the boards of other entities. Mr. Gunia has served for more than 10 years as a Board Member of mutual funds advised by the Manager or its predecessors. In addition, Mr. Gunia served in senior leadership positions for more than 28 years with the Manager and its affiliates and predecessors. Ms. Austin currently serves as Senior Managing Director of Brock Capital and Vice Chairman of Sheridan Broadcasting Corporation. In addition to her experience in senior leadership positions with private companies, Ms. Austin has more than 10 years of experience in the investment banking industry. Mr. Cronin, an Interested Trustee of the Trust and other funds advised by the Manager since 2009, has served as a Vice President of the Trust and other funds advised by the Manager since 2009 and has held senior positions with Prudential Financial (and American Skandia, which was purchased by Prudential Financial) since 1998. Ms. Barrat has more than 20 years of experience in senior leadership positions in the financial services and banking industries. In addition, Ms. Barrat has over 10 years experience serving on boards of other public companies and non-profit entities. Ms. Booth has more than 35 years of experience in senior leadership positions in the investment management and investment banking industries. Ms. Booth is currently a partner of Trinity Private Equity Group. In addition to her experience in senior leadership positions with private companies, Ms. Booth has experience serving on the boards of other entities. Ms. Bibliowicz has more than 25 years of experience in senior leadership positions in the financial services and investment management industries. In addition, Ms. Bibliowicz also has experience in serving on the boards of other public companies, investment companies, and non-profit organizations.

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

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

Selection of Trustee Nominees. The Governance Committee is responsible for considering nominees for Trustees at such times as it considers electing new members to the Board. The Governance Committee may consider recommendations by business and personal contacts of current Trustees, and by executive search firms which the Committee may engage from time to time and will also consider shareholder recommendations. The Governance Committee has not established specific, minimum qualifications that it believes must be met by a nominee. In evaluating nominees, the Governance Committee considers, among other things, an individual’s background, skills, and experience; whether the individual is an “interested person” as defined in the 1940 Act; and whether the individual would be deemed an “audit committee financial expert” within the meaning of applicable SEC rules. The Governance Committee also considers whether the individual’s background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board. There are no differences in the manner in which the Governance Committee evaluates nominees for the Board based on whether the nominee is recommended by a shareholder.

A shareholder who wishes to recommend an individual for nomination should submit his or her recommendation in writing to the Chair of the Board (Thomas T. Mooney) or the Chair of the Governance

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Committee (Delayne D. Gold), in either case in care of the Trust, at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, New Jersey 07102-4077. At a minimum, the recommendation should include: the name, address, and business, educational, and/or other pertinent background of the person being recommended; a statement concerning whether the person is an “interested person” as defined in the 1940 Act; any other information that each Company would be required to include in a proxy statement concerning the person if he or she was nominated; and the name and address of the person submitting the recommendation, together with the number of fund shares held by such person and the period for which the shares have been held. The recommendation also can include any additional information which the person submitting it believes would assist the Governance Committee in evaluating the recommendation.

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

Shareholder Communications with the Board. Shareholders of the Trust can communicate directly with the Board by writing to the Chair of the Board, c/o the Trust, 1 Corporate Drive, Shelton, Connecticut 06484. Shareholders can communicate directly with an individual Trustee by writing to that Trustee, c/o the Trust, 1 Corporate Drive, Shelton, Connecticut 06484. Such communications to the Board or individual Trustees are not screened before being delivered to the addressee.

STANDING BOARD COMMITTEES

The Board has established four standing committees in connection with governance of the Trust—Audit, Compliance, Governance, and Investment Review and Risk. Information on the membership of each standing committee and its functions is set forth below.

Audit Committee. The Board has determined that each member of the Audit Committee is not an “interested person” as defined in the 1940 Act. The responsibilities of the Audit Committee are to assist the Board in overseeing the Trust’s independent registered public accounting firm, accounting policies and procedures, and other areas relating to the Trust’s auditing processes. The Audit Committee is responsible for pre-approving all audit services and any permitted non-audit services to be provided by the independent registered public accounting firm directly to the Trust. The Audit Committee is also responsible for pre-approving permitted non-audit services to be provided by the independent registered public accounting firm to (1) the Investment Manager and (2) any entity in a control relationship with the Manager that provides ongoing services to the Trust, provided that the engagement of the independent registered public accounting firm relates directly to the operation and financial reporting of the Trust. The scope of the Audit Committee’s responsibilities is oversight. It is management’s responsibility to maintain appropriate systems for accounting and internal control and the independent registered public accounting firm’s responsibility to plan and carry out an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). The Audit Committee Charter is available at www.prudential.com/variableinsuranceportfolios, and is attached as Exhibit C. The Audit Committee met four times during 2014.

The membership of the Audit Committee is set forth below:

Thomas M. O’Brien (Chair)

Susan Davenport Austin

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Delayne Dedrick Gold

Robert F. Gunia

Thomas T. Mooney (ex-officio)

The firm of KPMG LLP (KPMG), 345 Park Avenue, New York, New York 10154 is the independent registered public accounting firm for the Trust. The Trust’s Audit Committee recommended, and the Board of the Trust (including a majority of the Independent Trustees) approved, the selection of KPMG as the Trust’s independent accountant for the Trust’s current fiscal year. Representatives of KPMG are not expected to be present at the Meeting and will not be available to respond to questions during the Meeting; however, they will have the opportunity to make a statement if they so desire.

Compliance Committee. The Compliance Committee serves as a liaison between the Board and the Trust’s Chief Compliance Officer (CCO). The Compliance Committee is responsible for considering, in consultation with the Board’s Chair and outside counsel, any material compliance matters that are identified and reported by the CCO to the Compliance Committee between Board meetings. The Compliance Committee is also responsible for considering, when requested by the CCO, the CCO’s recommendations regarding the materiality of compliance matters to be reported to the Board. The Compliance Committee reviews compliance matters that it determines warrant review between Board meetings. Further, when the CCO wishes to engage an independent third party to perform compliance-related work at the Trust’s expense, the Compliance Committee will evaluate with the CCO which third party to recommend to the Board as well as the appropriate scope of the work. The Compliance Committee Charter is available at www.prudential.com/variableinsuranceportfolios. The Compliance Committee met four times during 2014.

The membership of the Compliance Committee is set forth below:

Robert F. Gunia (Chair)

W. Scott McDonald, Jr.

Thomas M. O’Brien

Sherry S. Barrat

Thomas T. Mooney (ex-officio)

Governance Committee. The Governance Committee of the Board is responsible for nominating Trustees and making recommendations to the Board concerning Board composition, committee structure and governance, director compensation and expenses, director education, and governance practices. The Board has determined that each member of the Governance Committee is not an “interested person” as defined in the 1940 Act. The Governance Committee Charter is attached as Exhibit D and is available at www.prudential.com/variableinsuranceportfolios. The Governance Committee met five times during 2014.

The membership of the Governance Committee is set forth below:

Delayne Dedrick Gold (Chair)

W. Scott McDonald, Jr.

Susan Davenport Austin

Kay Ryan Booth

Thomas T. Mooney (ex-officio)

Investment Review and Risk Committee (IRRC). The IRRC consists of all members of the Board and is chaired by Mr. Mooney, the Chairman of the Board. The Board created the IRRC to help the Board in reviewing certain types of risk, especially those risks related to portfolio investments, the subadvisers for the Portfolios and other related risks. The responsibilities of the IRRC include, but are not limited to: reviewing written materials and reports pertaining to Portfolio performance, investments and risk from subadvisers, the Strategic Investment Review Group (SIRG) of PI and others; considering presentations from subadvisers, the Manager, SIRG or other service providers on matters relating to fund performance, investments and risk; and periodically reviewing management’s evaluation of various types of risks to the Trust’s Portfolios. The Investment Review and Risk Committee met six times during 2014.

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

SHARE OWNERSHIP

The following tables set forth the dollar range of fund securities held by each Nominee as of December 31, 2014. The tables also include the aggregate dollar range of securities held by each Nominee in all funds in the Fund Complex owned by that Nominee as of December 31, 2014. The Nominating and Governance Committee encourages each Trustee to maintain investments in one or more funds that are equal to the aggregate fees for one year that he or she receives for Board-related service to the funds. Under ordinary circumstances, new Independent Trustees have two years to comply with this policy.

SHARE OWNERSHIP TABLE

INDEPENDENT TRUSTEE NOMINEES

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SHARE OWNERSHIP TABLE

INTERESTED TRUSTEE NOMINEE

Because the Portfolios of the Trust serve as investment options under variable annuity and life insurance contracts, federal tax law prohibits the sale of Portfolio shares directly to individuals, including the Trustees. Individuals, including a Trustee, may, however, have an interest in a Portfolio if he or she purchases a variable contract and selects a Portfolio as an investment option.

Other than as set forth in the following paragraph, none of the Independent Trustee Nominees, or any member of his/her immediate family, owned beneficially or of record any securities in an investment adviser or principal underwriter of a fund or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of a Portfolio as of December 31, 2014.

As of December 31, 2014, Ms. Bibliowicz was the beneficial owner of stock issued by BlackRock, Inc. (“BlackRock”), Franklin Resources, Inc. (“Franklin”), JP Morgan Chase & Co. (“JP Morgan”) and T. Rowe Price Group, Inc. (“T. Rowe Price”) due to the ownership of such stock by trusts of which Ms. Bibliowicz is the grantor and of which her sons are the beneficiaries (the “Bibliowicz Trusts”). BlackRock, Franklin, JP Morgan and T. Rowe Price each directly or indirectly control, are controlled by, or are under common control with a subadviser to one or more Portfolios of the Trust. The Bibliowicz Trusts sold all shares of stock of the subadviser affiliates as of January 28-29, 2015. The proceeds from the sales were as follows: BlackRock ($62,054.82); Franklin ($133,322.40); JP Morgan ($79,746.20); and T. Rowe Price ($39,186). Due to the ownership of such stock by the Bibliowicz Trusts, Ms. Bibliowicz was an “interested person” as defined by the 1940 Act of the following Portfolios of the Trust for the periods identified: AST Franklin Templeton Founding Funds Allocation Portfolio, AST Franklin Templeton Founding Funds Plus Portfolio, AST Franklin Templeton K2 Global Absolute Return Portfolio and AST Templeton Global Bond Portfolio (September 17, 2014 through January 28, 2015); AST Academic Strategies Asset Allocation Portfolio, AST High Yield Portfolio, AST J.P. Morgan Global Thematic Portfolio, AST J.P. Morgan International Equity Portfolio, AST J.P. Morgan Strategic Opportunities Portfolio, AST Small Cap Value Portfolio, AST BlackRock Global Strategies Portfolio, AST BlackRock iShares ETF Portfolio and AST BlackRock Multi-Asset Income Portfolio (September 17, 2014 through January 29, 2015); and AST Advanced Strategies Portfolio, AST T. Rowe Price Asset Allocation Portfolio, AST T. Rowe Price Diversified Real Growth Portfolio, AST T. Rowe Price Equity Income Portfolio, AST T. Rowe Price Growth Opportunities Portfolio, AST T. Rowe Price Large-Cap Growth Portfolio and AST T. Rowe Price Natural Resources Portfolio (October 30, 2014 through January 28, 2015).

Information concerning Trust officers is set forth in Exhibit B.

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TRUSTEE COMPENSATION

For calendar year 2014, each Independent Trustee serving on the Board of the Trust, the Prudential Series Fund and Prudential’s Gibraltar Fund, Inc. received an annual retainer of $245,000 from the Trust and the other investment companies in the aggregate. The Independent Trustee who serves as the Chair of the Trust’s Board received an additional annual aggregate fee of $85,000 ($110,000 effective January 1, 2015). In addition, Independent Trustees who are members of the Trust’s Audit Committee received an annual aggregate fee of $20,000 ($25,000 effective January 1, 2015) for their service on the Committee, except that the Chair of the Audit Committee receives an annual aggregate fee of $50,000. Independent Trustees who are members of the Governance Committee received an aggregate annual fee of $20,000 ($25,000 effective January 1, 2015) for their service on the Committee, except that the Chair of the Governance Committee receives an annual aggregate fee of $50,000. Independent Trustees who are members of the Investment Review and Risk Committee annually receive an additional $20,000 ($25,000 effective January 1, 2015), except that the Chair of the Investment Review and Risk Committee receives an annual aggregate fee of $50,000. Independent Trustees who are members of the Trust’s Compliance Committee received an annual aggregate fee of $20,000 ($25,000 effective January 1, 2015), except that the Chair of the Compliance Committee receives an annual aggregate fee of $50,000. Independent Trustees receive reimbursement for any expenses incurred in attending meetings and for other incidental expenses. Board fees are reviewed periodically by the Trust’s Board.

Interested Trustees currently do not receive any compensation from the Trust or the Fund Complex, and do not receive any pension or retirement benefits for their service as Trustees.

Set forth below is information describing the aggregate compensation paid by the Trust for its most recently completed calendar year and by the Fund Complex for the calendar year ended December 31, 2014 to each of the Independent Trustee Nominees for his/her services. Aggregate compensation numbers shown are for the calendar year ended December 31, 2014.

COMPENSATION PAID TO

INDEPENDENT TRUSTEE NOMINEES

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AUDIT FEES

The following aggregate fees were billed by KPMG for professional services rendered for the audit of the annual financial statements of each Portfolio for each of their two most recently completed fiscal years as indicated below:

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AUDIT-RELATED FEES

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

TAX FEES

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

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ALL OTHER FEES

For the Trust’s two most recent fiscal years, KPMG did not bill any fees for products and services provided to the Trust other than those reported above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.”

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

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

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

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

REQUIRED VOTE

Persons nominated as Trustees must receive a plurality of the votes cast, which means that the ten (10) Nominees receiving the highest number of affirmative votes cast at the Meeting will be elected as long as the votes FOR a Nominee exceed the votes AGAINST that Nominee. Abstentions will have the effect of a vote AGAINST a Nominee. Because there are ten nominees and there are ten positions on the Trust’s Board, and a plurality vote is required for election, it is anticipated that each nominee will be elected.

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

PROPOSAL No. 2

APPROVAL OF AN AMENDED SHAREHOLDER SERVICES AND DISTRIBUTION PLAN

Shareholders of each Portfolio of the Trust (other than Portfolios structured as funds-of-funds) are being asked to approve an amended shareholder services and distribution plan (the “Plan”) pursuant to Rule 12b-1

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under the 1940 Act. Under the amended Plan, each Portfolio covered under the Plan 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 Portfolio. These fees compensate Prudential Annuities Distributors, Inc. (“PAD”), the principal underwriter for the Portfolios, for shareholder servicing and distribution services for the Portfolios.

Several Portfolios are structured as funds-of-funds, which means that they invest all or substantially all of their assets in other AST Portfolios. These funds-of-funds Portfolios are not covered by the Plan, and therefore, do not pay directly the 12b-1 fee. These Portfolios, however, do bear indirectly the 12b-1 fees paid by the Portfolios in which they invest. The following Portfolios are structured as funds-of-funds and are not covered by the Plan: AST Balanced Asset Allocation Portfolio, AST Capital Growth Asset Allocation Portfolio, AST Defensive Asset Allocation Portfolio, AST Franklin Templeton Founding Funds Plus Portfolio, AST Managed Equity Portfolio, AST Managed Fixed Income Portfolio, AST Preservation Asset Allocation Portfolio, and AST Quantitative Modeling Portfolio.

Board Approval and Recommendation

At an in-person meeting of the Board held on March 18-19, 2015, the Trustees, including the Trustees who are not “interested persons” (as that term is defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plan or in any related agreement (the “Independent Trustees”), unanimously approved the amended Plan for each Portfolio of the Trust covered by the Plan and recommended that each such Portfolio’s shareholders approve the amended Plan.

If shareholders approve the amended Plan, the combined contractual investment management fee rate and the Rule 12b-1 fee under the Plan will be reduced.

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 the mutual fund be provided with quarterly written reports detailing the amounts spent under the plan and the purposes for the expenditures.

The Portfolios of the Trust (other than Portfolios structured as funds-of-funds) are currently subject to a 12b-1 fee at the annual rate of 0.10% of average daily net assets. The fee was approved by shareholders at a shareholder meeting held on February 14, 2013 for Portfolios that had commenced operations prior to the date of the shareholder meeting. For Portfolios that commenced operations after the date of the shareholder meeting, the fee was approved by the Board prior to commencement of operations.

If approved by shareholders, the amended Plan would set the 12b-1 fee at an annual rate of 0.25% of average daily net assets of each Portfolio covered by the Plan. As described below, the increased 12b-1 fee would compensate PAD, the principal underwriter for the Portfolios, for additional distribution services provided and expenses incurred by PAD and its affiliates in connection with the distribution of shares of the Portfolios. Based on discussions and negotiations between the Board and the Manager at in-person meetings held on

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January 27-28, 2015 and March 18-19, 2015, and before and between those meetings, the Board and the Manager agreed to a reduction in the contractual investment management fee rate paid by the Portfolios to the Manager, to be implemented at the same time as the increase in the 12b-1 fee. The amount of the reduction in the contractual investment management fee rate is greater than the increase in the 12b-1 fee rate. Therefore, despite the increase in the 12b-1 fee rate, based on current asset levels shareholders are protected from an increase in total expenses due to the more than offsetting reduction in the contractual management fee rate.

Summary of the Plan

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

Under the current Plan, each Portfolio covered under the Plan is charged a 12b-1 fee at the annual rate of 0.10% of the average daily net assets attributable to each such Portfolio. The fee compensates PAD and its affiliates for providing various administrative and distribution services and paying certain administrative and distribution expenses. The fees are accrued daily and paid bi-weekly. These activities include, but are not limited to, the following:

The Plan is of a type known as a “compensation” plan because payments are made for services rendered to the covered Portfolios of the Trust 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 consider and examine all payments made

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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 Portfolios 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 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 Independent Trustees of the Trust, 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 that 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 that Portfolio.

Under the amended Plan, each Portfolio covered under the Plan 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 fee would cover all of the services and expenses covered under the current Plan (summarized above) and would compensate PAD and its affiliates for additional distribution services and expenses, including but not limited to certain commissions, servicing fees and marketing fees paid by PAD or its affiliates to broker-dealers and other financial intermediaries (collectively, “financial intermediaries”) that engage in the distribution of Portfolio shares through the distribution of the Contracts using the Portfolios as investment options. Commissions compensate financial intermediaries for sales of the Contracts and Portfolios, and servicing and marketing fees compensate financial intermediaries for services such as educating customers on the Contracts and the Portfolios, supporting the sales efforts of PAD for the Contracts and the Portfolios, and providing priority sales support and positioning for the Contracts and the Portfolios.

Other provisions of the Plan would remain unchanged, including the quarterly Board reporting and annual Board approval. In addition, the Plan could not be amended to increase materially the amount of the fee until it had been approved by the Board and by a vote of at least a majority of the outstanding voting securities of the Portfolio. The Plan would continue to be a “compensation” plan because payments would be made for services rendered to the covered Portfolios of the Trust regardless of the level of actual expenditures by PAD.

Fee Offset & Reduction

If the amended Plan is approved by shareholders of a Portfolio, the Board and the Manager have agreed to a reduction to the contractual investment management fee that the Manager receives from the Portfolio in an amount that offsets the increase in the 12b-1 fee. This will be accomplished by the execution of an amendment to the investment management agreement between the Trust and the Manager. The amendment will reduce the contractual investment management fee rate for each Portfolio for which the proposal is approved by 0.1575%, which is three-quarters of a basis point more than the 0.15% increase in the 12b-1 fee. Therefore, for each Portfolio for which this proposal is approved, the combined contractual investment management fee rate plus the 12b-1 fee would decrease. Neither the contractual investment management fee rate nor the 12b-1 fee could be increased without both Board and shareholder approval.

Because future Portfolio fees and expenses are based on a variety of factors and not only the contractual investment management fee rate and the 12b-1 fee, it is possible that a Portfolio’s overall expenses could increase at any time in the future even though each Portfolio approving this proposal will receive the benefit of the reduction in the contractual investment management fee rate. In addition, certain Portfolios will not see an immediate reduction in the level of expenses actually borne by the Portfolio because the Portfolio may be benefiting from a fee waiver or expense limitation provided by the Manager. Those fee waivers and expense

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limitations are either voluntary (which means that the Manager may withdraw the fee waiver or expense limitation with notice to the Board) or contractual (which means that the Manager has agreed to keep the fee waiver or expense limitation in place for a set period of time, generally one year). The current fee waivers or expense limitations are either voluntary or guaranteed through June 30, 2015. The Manager has agreed to extend the contractual fee waivers and expense limitations currently in place for the Portfolios through at least June 30, 2016. The fee waivers and expense limitations will be reviewed by the Board in connection with the 2016 annual review of advisory and distribution arrangements. It is possible that the fee waivers and expense limitations could be revised or eliminated based on the negotiations between the Board and the Manager as part of the 2016 annual review process. The Board and the Manager take into account a variety of factors in determining whether to continue, revise or eliminate fee waivers and expense limitations, including but not limited to comparative fee and expense information and comparative performance information.

Fees and Expenses

The tables in Exhibit G describe the fees and expenses that you may pay if you buy and hold shares of each Portfolio covered under the Plan. Each table shows 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 the amended Plan. The table for a Portfolio reflects any contractual fee waiver or expense limitation in place for that Portfolio.

Fees and expenses for each Portfolio are based on those incurred by each Portfolio’s shares for the twelve months ended December 31, 2014. The pro forma fees and expenses of the shares of each Portfolio assume that the amended Plan had been in effect for the twelve months ended December 31, 2014 (with the exception of new portfolios that commenced investment operations in 2015), including the contractual investment management fee reductions discussed above.

Please note that the tables do not reflect any fees and expenses associated with any Contract using the Portfolios as investment options. Those Contract charges would increase overall fees and expenses. See your Contract prospectus for a description of those Contract fees and expenses.

Implementation of the Amended Plan

If approved by shareholders, it is anticipated that the amended Plan will become effective on or about July 1, 2015. As of the effective date, the 12b-1 fee for the covered Portfolios will be increased from 0.10% to 0.25% and the contractual investment management fee will be reduced as discussed above.

Board Consideration of the Amended Plan

The Board of Trustees, including the Independent Trustees, considered the Manager’s proposal that the Board adopt the amended Plan for each covered Portfolio at in-person meetings of the Board held on January 27-28, 2015 and March 18-19, 2015. The Independent Trustees and their independent counsel also discussed the proposal with the Manager before and between the meetings. The Board approved the amended Plan at the March 18-19, 2015 meeting and recommended that shareholders also approve the amended Plan.

The Manager explained to the Board that PAD and its affiliates provide significant distribution services and incur significant expenses in connection with the distribution and sale of the shares of the Portfolios as investment options under the Contracts. The Manager explained that the current 12b-1 fee of 0.10% was designed to compensate PAD and its affiliates for certain administrative and distribution services and expenses but was not designed to compensate PAD and its affiliates for commissions, servicing fees and marketing fees paid to financial intermediaries distributing the Contracts and the Portfolio shares. The Manager explained that it believes that a portion of such commissions and fees appropriately should be allocated to the distribution of Portfolio shares, which are an important part of the Contract and are distributed in connection with the Contract sales. Moreover, the Manager explained that due to the increasingly complex and sophisticated nature of the

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Portfolios over at least the past five years, PAD and its affiliates as well as the financial intermediaries have devoted considerable additional resources to provide appropriate levels of service, education and support to Contract owners. The Manager explained that the level of support and the importance of the Portfolios and their investment strategies to Contract owners, have increased since the financial crisis. The Manager explained to the Board that the 0.25% 12b-1 fee would compensate PAD for distribution initiatives and PAD’s payments to financial intermediaries for distribution services and expenses. The Manager noted that supporting services to current Contract owners and sales to new Contract owners helps to maintain and grow Portfolio asset levels, and that decreasing asset levels could lead to increased expense ratios and could lead portfolio managers to sell securities at inopportune times to meet redemption requests. The Manager also explained that the 0.25% 12b-1 fee is consistent with the level of 12b-1 fee charged by many funds used by other insurance companies as investment options under their contracts.

At the January 27-28, 2015 meeting, the Manager proposed that the adoption of the amended Plan and the 0.15% increase in the 12b-1 fee be accompanied by a decrease of 0.155% in the contractual management fee for each Portfolio covered by the Plan. The Independent Trustees met in executive session with their independent counsel to review the proposal. In exchange for their support of the Manager’s proposal to increase the fees payable under Rule 12b-1 by 0.15%, the Independent Trustees requested that the Manager reduce the contractual fees paid under the management agreement by 0.16%. Following additional discussions between the Independent Trustees and the Manager, the Manager agreed to reduce the contractual fees paid under the management agreement by 0.1575%, which will result in an ongoing contractual reduction of total fees paid under the management agreement of approximately $10.2 million, based on current asset levels.

In determining whether to approve the amended Plan and recommend its approval to shareholders, the Board, including the Independent Trustees, with the advice and assistance of independent legal counsel, inquired into a number of matters and considered the following factors, among others: (1) the history and growth of the Trust and its Portfolios over time; (2) growth and changes in the distribution and servicing needs of the Trust and its Portfolios which made approval of the amended Plan necessary and appropriate; (3) the administrative and distribution services to be provided and the expenses to be paid under the amended Plan; (4) the fact that, due to reduced contractual investment management fee rate agreed to by the Manager, the combined contractual investment management fee and the 12b-1 fee would decrease following implementation of the amended Plan; and (5) the fact that the Manager agreed to extend the fee waivers and expense limitations currently in place for the Portfolios for an additional year (through at least June 30, 2016). In considering the amended Plan, the Board did not identify any single factor or information as all-important or controlling and each Trustee may have attributed different weight to each factor.

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. The information specifically prepared by the Manager and its affiliates for the January 27-28, 2015 and March 18-19, 2015 meetings included a detailed memorandum and other materials addressing the factors outlined above. Information furnished and discussed throughout the year included information regarding the Trust’s administrative and distribution arrangements, as well as periodic reports on administrative and distribution expenses incurred by PAD and its affiliates. In particular, the Board considered the discussions between the Independent Trustees and the Manager, including during the various executive sessions at the January 27-28, 2015 and March 18-19, 2015 meetings regarding the proposed increase to the 12b-1 fee and the corresponding decrease in the contractual investment management fee.

The Independent Trustees met in executive sessions during the January 27-28, 2015 and March 18-19, 2015 meetings at which the amended Plan was considered and approved, to review the information provided. Representatives of the Manager attended portions of the executive session to review and discuss matters relating to the amended 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 discussions regarding the amended Plan and the

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reductions to the contractual investment management fee. The Independent Trustees were assisted by independent counsel during these meetings and during their deliberations regarding the amended Plan, and also received materials discussing the legal standards applicable to their consideration of the amended Plan.

In connection with its deliberations, the Board gave particular attention to the fact that the approval of the amended Plan would result in a decrease in the combined contractual investment management fee and the 12b-1 fee for each covered Portfolio. The Board, however, also noted that the fee reductions and waivers which would be implemented if the amended Plan were approved did not guarantee that the overall fees and expenses paid by shareholders would always be lower than the expenses and fees paid by shareholders prior to the implementation of the Plan, because future Portfolio fees and expenses could increase due to a number of different factors, and the fee rate reduction agreed to by the Manager would not necessarily be sufficient to offset a future increase in Portfolio expenses. The Board considered the fact that the Manager agreed to extend the contractual fee waivers and expense limitations currently in place for the Portfolios for an additional year (through at least June 30, 2016).

In addition, the Board considered that (1) the amended 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 amended Plan and the purposes for which such expenditures were made; (2) the adoption of the amended Plan would provide the Board with additional information regarding shareholder servicing and distribution of the Portfolios’ shares 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 amended Plan would benefit the Portfolios and their shareholders. Based on its review, the Board, including the Independent Trustees, approved the amended Plan and directed that the amended Plan be submitted to the shareholders of the covered Portfolios for approval.

The table below discloses the amount of distribution fees paid by each of the Trust’s Portfolios to PAD during its most recently completed fiscal year, and also discloses the amount of fees paid by each Portfolio to PAD as a percentage of each Portfolio’s average net assets for this same time period.

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