0001683863-24-003703.txt : 20240501 0001683863-24-003703.hdr.sgml : 20240501 20240501092824 ACCESSION NUMBER: 0001683863-24-003703 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240501 DATE AS OF CHANGE: 20240501 EFFECTIVENESS DATE: 20240501 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED SERIES TRUST CENTRAL INDEX KEY: 0000814679 ORGANIZATION NAME: IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 033-24962 FILM NUMBER: 24900526 BUSINESS ADDRESS: STREET 1: 655 BROAD STREET STREET 2: 6TH FLOOR CITY: NEWARK STATE: NJ ZIP: 07102 BUSINESS PHONE: (973) 367-8982 MAIL ADDRESS: STREET 1: 655 BROAD STREET STREET 2: 6TH FLOOR CITY: NEWARK STATE: NJ ZIP: 07102 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN SKANDIA TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: HENDERSON INTERNATIONAL GROWTH FUND DATE OF NAME CHANGE: 19920506 FORMER COMPANY: FORMER CONFORMED NAME: HENDERSON GLOBAL ASSET TRUST DATE OF NAME CHANGE: 19900302 POS EX 1 f38698d1.htm POS EX POS EX
As filed with the Securities and Exchange Commission on May 1, 2024
Securities Act Registration No. 033-24962
Investment Company Act Registration No. 811-05186
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO.
POST-EFFECTIVE AMENDMENT NO. 194 (X)
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 203 (X)
Check appropriate box or boxes
ADVANCED SERIES TRUST
Exact name of registrant as specified in charter
655 Broad Street
Newark, New Jersey 07102
Address of Principal Executive Offices including Zip Code
1-800-225-1852
Registrant’s Telephone Number, Including Area Code
Andrew R. French
655 Broad Street
Newark, New Jersey 07102
Name and Address of Agent for Service
It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).

Explanatory Note
This Post-Effective Amendment No. 194 to the Advanced Series Trust (the Trust) Registration Statement on Form N-1A (File No. 033-24962) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the Securities Act), solely to include Exhibit (j)(2) to Item 28 to this Registration Statement.
Accordingly, this Post-Effective Amendment No. 194 consists only of a facing page, this explanatory note, and Part C of the Registration Statement on Form N-1A. This Post-Effective Amendment No. 194 to the Trust’s Registration Statement on Form N-1A hereby incorporates Part A and Part B from the Trust’s Registration Statement on Form N-1A filed on April 18, 2024 (SEC Accession No. 0001683863-24-002695). This Amendment does not modify any other part of the Registration Statement. As permitted by Rule 462(d), this Post-Effective Amendment No. 194 shall become effective upon filing with the SEC.
This Post-Effective Amendment No. 194 relates solely to the following series of the Registrant:
AST Academic Strategies Asset Allocation Portfolio
AST Advanced Strategies Portfolio
AST Balanced Asset Allocation Portfolio
AST Bond Portfolio 2024
AST Bond Portfolio 2025
AST Bond Portfolio 2026
AST Bond Portfolio 2027
AST Bond Portfolio 2028
AST Bond Portfolio 2029
AST Bond Portfolio 2030
AST Bond Portfolio 2031
AST Bond Portfolio 2032
AST Bond Portfolio 2033
AST Bond Portfolio 2034
AST Bond Portfolio 2035
AST Capital Growth Asset Allocation Portfolio
AST ClearBridge Dividend Growth Portfolio
AST Cohen & Steers Realty Portfolio
AST Core Fixed Income Portfolio
AST Emerging Markets Equity Portfolio
AST Global Bond Portfolio
AST Government Money Market Portfolio
AST High Yield Portfolio
AST International Equity Portfolio
AST Investment Grade Bond Portfolio
AST J.P. Morgan Global Thematic Portfolio
AST J.P. Morgan Tactical Preservation Portfolio
AST Large-Cap Core Portfolio
AST Large-Cap Growth Portfolio
AST Large-Cap Value Portfolio
AST MFS Global Equity Portfolio
AST Mid-Cap Growth Portfolio
AST Mid-Cap Value Portfolio
AST Multi-Sector Fixed Income Portfolio
AST Preservation Asset Allocation Portfolio
AST Prudential Growth Allocation Portfolio
AST Quantitative Modeling Portfolio
AST Small-Cap Growth Portfolio
AST Small-Cap Value Portfolio

AST T. Rowe Price Asset Allocation Portfolio
AST T. Rowe Price Growth Opportunities Portfolio
AST T. Rowe Price Natural Resources Portfolio


PART C
OTHER INFORMATION
Item 28. Exhibits.
(c) None
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C-8

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(f) None.
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(h)(16) Fund of Funds Investment Agreement dated January 19, 2022, made among Prudential Investment Portfolios 3, Prudential Investment, Portfolios 16, and Advanced Series Trust, on behalf of each of their respective series listed in Schedule A thereto, and the Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust, each on behalf of their respective series listed on Schedule B thereto. Incorporated by reference to Exhibit (h)(7) to Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A for Prudential Investment Portfolios 16 filed via EDGAR on February 15, 2022 (File No. 333-60561).
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C-16

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(k) None.
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(n) None.
(o) None.
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Item 29. Persons Controlled by or under Common Control with the Registrant.
Registrant does not control any person within the meaning of the Investment Company Act of 1940. See Registrant’s Statement of Additional Information under Management and Advisory Arrangements and Other Information.
Item 30. Indemnification.
Section 5.2 of the Registrant’s Second Amended and Restated Declaration of Trust provides as follows:
The Trust shall indemnify each of its Trustees, Trustee Emeritus, officers, employees, and agents (including persons who serve at its request as directors, officers, employees, agents or trustees of another organization in which it has any interest as a shareholder, creditor or otherwise) against all liabilities and expenses (including amounts paid in satisfaction of judgments, in compromise, as fines and penalties, and as counsel fees) reasonably incurred by him in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, in which he may be involved or with which he may be threatened, while in office or thereafter, by reason of his being or having been such a trustee, trustee emeritus, officer, employee or agent, except with respect to any matter as to which he shall have been adjudicated to be liable to the Trust or its Shareholders by reason of having acted in bad faith, willful misfeasance, gross negligence or reckless disregard of his duties; provided, however, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, no indemnification either for said payment or for any other expenses shall be provided unless approved as in the best
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interests of the Trust, after notice that it involves such indemnification, by at least a majority of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter) upon a determination, based upon a review of readily available facts, that (i) such person acted in good faith in the reasonable belief that his or her action was in the best interests of the Trust and (ii) is not liable to the Trust or the Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of duties; or the trust shall have received a written opinion from independent legal counsel approved by the Trustees to the effect that (x) if the matter of good faith and reasonable belief as to the best interests of the Trust, had been adjudicated, it would have been adjudicated in favor of such person, and (y) based upon a review of readily available facts such trustee, officer, employee or agent did not engage in willful misfeasance, gross negligence or reckless disregard of duty. The rights accruing to any Person under these provisions shall not exclude any other right to which he may be lawfully entitled; provided that no Person may satisfy any right of indemnity or reimbursement granted herein or in Section 5.1 or to which he may be otherwise entitled except out of the property of the Trust, and no Shareholder shall be personally liable to any Person with respect to any claim for indemnity or reimbursement or otherwise.
The Trustees may make advance payments in connection with indemnification under this Section 5.2, provided that the indemnified person shall have given a written undertaking to reimburse the Trust in the event it is subsequently determined that he is not entitled to such indemnification and, provided further, that the Trust shall have obtained protection, satisfactory in the sole judgment of the disinterested Trustees acting on the matter (provided that a majority of the disinterested Trustees then in office act on the matter), against losses arising out of such advance payments or such Trustees, or independent legal counsel, in a written opinion, shall have determined, based upon a review of readily available facts that there is reason to believe that such person will be found to be entitled to such indemnification.
With respect to liability of the Investment Manager to Registrant or to shareholders of Registrant’s Portfolios under the Investment Management Agreements, reference is made to Section 13 or 14 of each Investment Management Agreement filed herewith or incorporated by reference herein.
With respect to the Subadvisers indemnification of the Investment Manager and its affiliated and controlling persons, and the Investment Manager’s indemnification of each Subadviser and its affiliated and controlling persons, reference is made to Section 14 of each Subadvisory Agreement filed herewith or incorporated by reference herein.  Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (the Commission) such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant or expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Business and other Connections of the Investment Adviser.
AST Investment Services, Incorporated (ASTI), One Corporate Drive, Shelton, Connecticut 06484, and PGIM Investments LLC (PGIM Investments), 655 Broad Street, Newark, New Jersey 07102, serve as the co-investment managers to the Registrant. Information as to the business and other connections of the officers and directors of ASTI is included in ASTI’s Form ADV (File No. 801-40532), including the amendments to such Form ADV filed with the Commission, and is incorporated herein by reference. Information as to the business and other connections of the officers and directors of PGIM Investments is included in PGIM Investments’ Form ADV (File No. 801-3110), including the amendments to such Form ADV filed with the Commission, and is incorporated herein by reference.
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Item 32. Principal Underwriters.
(a) Prudential Annuities Distributors, Inc. (PAD), One Corporate Drive, Shelton, Connecticut 06484 serves as the principal underwriter and distributor for shares of each Portfolio of Advanced Series Trust.  PAD is a registered broker-dealer and member of the Financial Industry Regulatory Authority (FINRA). The shares of each Portfolio of Advanced Series Trust are currently offered only to insurance company separate accounts as an investment option for variable annuity and variable life insurance contracts. 
(b) The following table sets forth certain information regarding the directors and officers of PAD.
Name and Principal Business Address
Positions and Offices with Underwriter
Aismara J. Casanova
213 Washington Street
Newark, New Jersey 07102
President and Director
Anju Nanda
One Corporate Drive
Shelton, Connecticut 06484
Chairman, Chief Executive Officer and Director
Robert Doyle
655 Broad Street
Newark, New Jersey 07102
Senior Vice President and Director
Dianne D. Bogoian
One Corporate Drive
Shelton, Connecticut 06484
Senior Vice President and Director
Elizabeth Guerrera
One Corporate Drive
Shelton, Connecticut 06484
Vice President and Director
Kevin M. Brayton
280 Trumbull Street
Hartford, Connecticut 06103
Senior Vice President and Director
Patricia L. O’Shea
213 Washington Street
Newark, New Jersey 07102
Chief Operating Officer
Douglas S. Morrin
751 Broad Street
Newark, New Jersey 07102
Chief Legal Officer and Secretary
Kevin Chaillet
751 Broad Street
Newark, New Jersey 07102
Treasurer
Robert P. Smit
751 Broad Street
Newark, New Jersey 07102
Chief Financial Officer and Controller
Shane T. McGrath
280 Trumbull Street
Hartford, Connecticut 06103
Vice President and Chief Compliance Officer
Kelly Florio
751 Broad Street
Newark, New Jersey 07102
Anti-Money Laundering Officer
Michael A. Pignatella
280 Trumbull Street
Hartford, Connecticut 06103
Vice President and Assistant Secretary
Jessica Conley
2101 Welsh Road
Dresher, Pennsylvania 19025
Vice President
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Item 33. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules thereunder are maintained at the offices of The Bank of New York Mellon Corp. (BNY), 240 Greenwich Street, New York, New York 10286, PGIM, Inc., 655 Broad Street, Newark, New Jersey 07102, the Registrant, 655 Broad Street, Newark, New Jersey 07102, and Prudential Mutual Fund Services LLC (PMFS), 655 Broad Street, Newark, New Jersey 07102.
Documents required by Rules 31a-1(b) (4), (5), (6), (7), (9), (10) and (11) and 31a-1 (d) and (f) will be kept at 655 Broad Street, Newark, New Jersey 07102, and the remaining accounts, books and other documents required by such other pertinent provisions of Section 31(a) and the Rules promulgated thereunder will be kept by BNY and PMFS.
Item 34. Management Services.
Other than as set forth under the caption How the Trust is Managed in the Prospectus and the caption Management and Advisory Arrangements in the SAI, constituting Parts A and B, respectively, of this Post-Effective Amendment to the Registration Statement, Registrant is not a party to any management-related service contract.
Item 35. Undertakings.
Not applicable.
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SIGNATURES
Pursuant to the requirements of the Investment Company Act, the Registrant has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Newark, and State of New Jersey, on the May 1, 2024.
ADVANCED SERIES TRUST
Timothy S. Cronin*
Timothy S. Cronin, President
/s/ Melissa Gonzalez
Melissa Gonzalez
Attorney-in-Fact
May 1, 2024
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POWER OF ATTORNEY
The undersigned, Susan Davenport Austin, Sherry S. Barrat, Jessica M. Bibliowicz, Kay Ryan Booth, Stephen M. Chipman, Timothy S. Cronin, Robert F. Gunia, Thomas M. O’Brien, Christian J. Kelly and Elyse McLaughlin, as directors/trustees and/or officers of each of the registered investment companies listed in Appendix A hereto hereby authorize Andrew French, Claudia DiGiacomo, Melissa Gonzalez, Patrick McGuinness, Debra Rubano, Devan Fogle and George Hoyt or any of them, as attorney-in-fact, to sign on his or her behalf in the capacities indicated (and not in such person’s personal individual capacity for personal financial or estate planning), the Registration Statement on Form N-1A, filed for such registered investment company or any amendment thereto (including any pre-effective or post-effective amendments) and any and all supplements or other instruments in connection therewith, including Form N-PX, Forms 3, 4 and 5 for or on behalf of each registered investment company listed in Appendix A or any current or future series thereof, and to file the same, with all exhibits thereto, with the Securities and Exchange Commission.
This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
/s/ Susan Davenport Austin

Susan Davenport Austin
 
 
/s/ Sherry S. Barrat

Sherry S. Barrat
 
 
/s/ Jessica M. Bibliowicz

Jessica M. Bibliowicz
 
 
/s/ Kay Ryan Booth

Kay Ryan Booth
/s/ Stephen M. Chipman

Stephen M. Chipman
 
/s/ Timothy S. Cronin

Timothy S. Cronin
 
/s/ Robert F. Gunia

Robert F. Gunia
 
 
/s/ Thomas M. O’Brien

Thomas M. O’Brien
 
 
/s/ Christian J. Kelly

Christian J. Kelly
/s/ Elyse McLaughlin

Elyse McLaughlin
 
 
Dated: March 15, 2024
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Appendix A
Advanced Series Trust
The Prudential Series Fund
Prudential’s Gibraltar Fund, Inc.
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Advanced Series Trust
Exhibit Index
Item 28
Exhibit No.
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
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EX-99 2 f38698d2.htm (J)(2) - AUDITORS CONSENT (j)(2) - Auditors Consent

  

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 

  

  

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Advanced Series Trust of our report dated February 15, 2024, relating to the financial statements and financial highlights, which appears in AST ClearBridge Dividend Growth Portfolio, AST Cohen & Steers Realty Portfolio, AST Emerging Markets Equity Portfolio, AST International Equity Portfolio, AST Large-Cap Core Portfolio, AST Large-Cap Growth Portfolio, AST Large-Cap Value Portfolio, AST MFS Global Equity Portfolio, AST Mid-Cap Growth Portfolio, AST Mid-Cap Value Portfolio, AST Small-Cap Growth Portfolio, AST Small-Cap Value Portfolio and AST T. Rowe Price Natural Resources Portfolio’s Annual Report on Form N-CSR for the year ended December 31, 2023. 

  

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Advanced Series Trust of our report dated February 20, 2024, relating to the financial statements and financial highlights, which appears in AST Bond Portfolio 2024, AST Bond Portfolio 2025, AST Bond Portfolio 2026, AST Bond Portfolio 2027, AST Bond Portfolio 2028, AST Bond Portfolio 2029, AST Bond Portfolio 2030, AST Bond Portfolio 2031, AST Bond Portfolio 2032, AST Bond Portfolio 2033, AST Bond Portfolio 2034, AST Core Fixed Income Portfolio, AST Government Money Market Portfolio, AST High Yield Portfolio, AST Investment Grade Bond Portfolio, AST Multi-Sector Fixed Income Portfolio and AST Quantitative Modeling Portfolio’s Annual Report on Form N-CSR for the year ended December 31, 2023.  

  

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of Advanced Series Trust of our report dated February 26, 2024, relating to the financial statements and financial highlights, which appears in AST Academic Strategies Asset Allocation Portfolio, AST Advanced Strategies Portfolio, AST Balanced Asset Allocation Portfolio, AST Capital Growth Asset Allocation Portfolio, AST Global Bond Portfolio, AST J.P. Morgan Global Thematic Portfolio, AST J.P. Morgan Tactical Preservation Portfolio, AST Preservation Asset Allocation Portfolio, AST Prudential Growth Allocation Portfolio, AST T. Rowe Price Asset Allocation Portfolio and AST T. Rowe Price Growth Opportunities Portfolio’s Annual Report on Form N-CSR for the year ended December 31, 2023.  

  

We also consent to the references to us under the headings "Financial Statements", "Independent Registered Public Accounting Firm" and "Financial Highlights" in such Registration Statement. 

  

  

  

/s/PricewaterhouseCoopers LLP 

New York, New York 

April 16, 2024 

  


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