424B3 1 d474072d424b3.txt CHOICE 2000 PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION PRUDENTIAL ANNUITIES LIFE ASSURANCE CORPORATION VARIABLE ACCOUNT B ADVANCED SERIES ADVISOR PLAN/SM/ III (ASAP III) ADVANCED SERIES APEX/SM/ II (APEX II) ADVANCED SERIES XTRA CREDIT SIX/SM/ (XT6) ADVANCED SERIES LIFEVEST/SM/ II (ASL II) ADVANCED SERIES CORNERSTONE/SM/ ADVANCED SERIES ADVISORS CHOICE(R) 2000 SUPPLEMENT, DATED FEBRUARY 14, 2013, TO PROSPECTUSES DATED MAY 1, 2012 THIS SUPPLEMENT SHOULD BE READ AND RETAINED WITH THE PROSPECTUS FOR YOUR ANNUITY. THIS SUPPLEMENT IS INTENDED TO UPDATE CERTAIN INFORMATION IN THE PROSPECTUS FOR THE VARIABLE ANNUITY YOU OWN AND IS NOT INTENDED TO BE A PROSPECTUS OR OFFER FOR ANY OTHER VARIABLE ANNUITY LISTED HERE THAT YOU DO NOT OWN. IF YOU WOULD LIKE ANOTHER COPY OF THE CURRENT PROSPECTUS, PLEASE CALL US AT 1-888-PRU-2888. We are issuing this supplement to reflect changes to the Advanced Series Trust ("AST") that will become effective on or about February 25, 2013, and to describe certain other updates to your prospectus. I. CHANGES TO THE ADVANCED SERIES TRUST A. APPROVAL AND EFFECTIVENESS OF A NEW 12B-1 PLAN. At a recent special meeting, shareholders of Portfolios of the Advanced Series Trust (the "Trust") approved a Shareholder Services and Distribution Plan (the "Plan") pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended. The Plan is applicable to all of the Portfolios of the Trust except AST Balanced Asset Allocation Portfolio, AST Capital Growth Asset Allocation Portfolio, AST Preservation Asset Allocation Portfolio, AST Horizon Moderate Asset Allocation Portfolio, and AST Quantitative Modeling Portfolio. Pursuant to the Plan, each Portfolio of the Trust covered by the Plan will compensate Prudential Annuities Distributors ("PAD"), Inc. for shareholder servicing and distribution expenses at the annual rate of 0.10% of the average daily net assets of the shares of each Portfolio. The existing administrative services fee, which was paid by each Portfolio at the same annual rate of 0.10% of the average daily net assets of the shares of each Portfolio, will be discontinued. The Trust's investment managers have contractually reduced their management fee rates for all Portfolios covered by the Plan. Additionally, PAD has contractually agreed to reduce its distribution and service fees for certain bond Portfolios so that the effective distribution and service fee rate paid by those Portfolios is reduced based on the average daily net assets of the relevant Portfolio. The Plan, including the reduced management fee rates, is anticipated to become operational on or about February 25, 2013. Accordingly, we have restated the "Underlying Mutual Fund Portfolio Annual Expenses" table that appear in the "Summary of Contract Fees and Charges" chapter of your prospectus to reflect the new 12b-1 plan, as follows: The following are the total annual expenses for each underlying mutual fund ("Portfolio"). The "Total Annual Portfolio Operating Expenses" reflect the combination of the underlying Portfolio's investment management fee, other expenses, any 12b-1 fees, and certain other expenses. The fees and expenses have been restated to reflect fee and expense changes implemented following shareholder approval of a Rule 12b-1 plan for the Portfolios, as explained in the current prospectus for the Portfolios. Each figure is stated as a percentage of the underlying Portfolio's average daily net assets. For certain of the Portfolios, a portion of the management fee has been contractually waived and/or other expenses have been contractually partially reimbursed, which is shown in the table. The following expenses are deducted by the underlying Portfolio before it provides Pruco Life with the daily net asset value. The underlying Portfolio information was provided by the underlying mutual funds and has not been independently verified by us. See the prospectuses or statements of additional information of the underlying Portfolios for further details. The current prospectus and statement of additional information for the underlying Portfolios can be obtained by calling 1-888-PRU-2888. 1 CORESUP2
-------------------------------------------------------------------------------------------------------------------------------- UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES+ (as a percentage of the average net assets of the underlying Portfolios) -------------------------------------------------------------------------------------------------------------------------------- UNDERLYING Distribution Total PORTFOLIO and/or Broker Fees Acquired Annual Contractual Net Annual Service Dividend and Expenses Portfolio Portfolio Fee Waiver Portfolio Management Other Fees Expense on on Short Fees & Operating or Expense Operating Fees Expenses (12b-1 fees) Short Sales Sales Expenses Expenses Reimbursement Expenses -------------------------------------------------------------------------------------------------------------------------------- ADVANCED SERIES TRUST AST Academic Strategies Asset Allocation 0.71% 0.03% 0.04% 0.09% 0.01% 0.66% 1.54% 0.00% 1.54% AST Advanced Strategies 0.81% 0.03% 0.10% 0.00% 0.00% 0.05% 0.99% 0.00% 0.99% AST AQR Emerging Markets Equity/ 1/ 1.09% 0.16% 0.10% 0.00% 0.00% 0.00% 1.35% 0.00% 1.35% AST Balanced Asset Allocation 0.15% 0.01% 0.00% 0.00% 0.00% 0.85% 1.01% 0.00% 1.01% AST BlackRock Global Strategies 0.97% 0.03% 0.10% 0.00% 0.00% 0.02% 1.12% 0.00% 1.12% AST BlackRock Value 0.82% 0.02% 0.10% 0.00% 0.00% 0.00% 0.94% 0.00% 0.94% AST Bond Portfolio 2015 0.63% 0.14% 0.10% 0.00% 0.00% 0.00% 0.87% 0.00% 0.87% AST Bond Portfolio 2016 0.63% 0.18% 0.10% 0.00% 0.00% 0.00% 0.91% 0.00% 0.91% AST Bond Portfolio 2017/ 2/ 0.63% 0.04% 0.10% 0.00% 0.00% 0.00% 0.77% -0.01% 0.76% AST Bond Portfolio 2018/ 2/ 0.63% 0.03% 0.10% 0.00% 0.00% 0.00% 0.76% -0.01% 0.75% AST Bond Portfolio 2019 0.63% 0.19% 0.10% 0.00% 0.00% 0.00% 0.92% 0.00% 0.92% AST Bond Portfolio 2020/ 2, 3/ 0.63% 1.01% 0.10% 0.00% 0.00% 0.00% 1.74% -0.75% 0.99% AST Bond Portfolio 2021/ 2/ 0.63% 0.03% 0.10% 0.00% 0.00% 0.00% 0.76% -0.01% 0.75% AST Bond Portfolio 2022/ 2/ 0.63% 0.04% 0.10% 0.00% 0.00% 0.00% 0.77% -0.01% 0.76% AST Bond Portfolio 2023/ 2, 3/ 0.63% 1.10% 0.10% 0.00% 0.00% 0.01% 1.84% -0.84% 1.00% AST Bond Portfolio 2024 0.63% 0.26% 0.10% 0.00% 0.00% 0.88% 0.99% 0.00% 0.99% AST Capital Growth Asset Allocation 0.15% 0.01% 0.00% 0.00% 0.00% 0.88% 1.04% 0.00% 1.04% AST Clearbridge Dividend Growth/ 4/ 0.84% 0.05% 0.10% 0.00% 0.00% 0.00% 0.99% 0.00% 0.99% AST Cohen & Steers Realty 0.98% 0.03% 0.10% 0.00% 0.00% 0.00% 1.11% 0.00% 1.11% AST Federated Aggressive Growth 0.93% 0.07% 0.10% 0.00% 0.00% 0.00% 1.10% 0.00% 1.10% AST FI Pyramis(R) Asset Allocation /5/ 0.82% 0.11% 0.10% 0.20% 0.07% 0.01% 1.31% 0.00% 1.31% AST First Trust Balanced Target 0.82% 0.03% 0.10% 0.00% 0.00% 0.00% 0.95% 0.00% 0.95% AST First Trust Capital Appreciation Target 0.81% 0.03% 0.10% 0.00% 0.00% 0.00% 0.94% 0.00% 0.94% AST Franklin Templeton Founding Funds Allocation /6/ 0.91% 0.02% 0.10% 0.00% 0.00% 0.00% 1.03% 0.00% 1.03% AST Global Real Estate 0.99% 0.07% 0.10% 0.00% 0.00% 0.00% 1.16% 0.00% 1.16% AST Goldman Sachs Concentrated Growth 0.88% 0.03% 0.10% 0.00% 0.00% 0.00% 1.01% 0.00% 1.01% AST Goldman Sachs Large-Cap Value 0.72% 0.02% 0.10% 0.00% 0.00% 0.00% 0.84% 0.00% 0.84%
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-------------------------------------------------------------------------------------------------------------------------------- UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES+ (as a percentage of the average net assets of the underlying Portfolios) -------------------------------------------------------------------------------------------------------------------------------- UNDERLYING Distribution Total PORTFOLIO and/or Broker Fees Acquired Annual Contractual Net Annual Service Dividend and Expenses Portfolio Portfolio Fee Waiver Portfolio Management Other Fees Expense on on Short Fees & Operating or Expense Operating Fees Expenses (12b-1 fees) Short Sales Sales Expenses Expenses Reimbursement Expenses -------------------------------------------------------------------------------------------------------------------------------- ADVANCED SERIES TRUST CONTINUED AST Goldman Sachs Mid-Cap Growth 0.99% 0.04% 0.10% 0.00% 0.00% 0.00% 1.13% 0.00% 1.13% AST Goldman Sachs Small-Cap Value 0.94% 0.04% 0.10% 0.00% 0.00% 0.09% 1.12% 0.00% 1.12% AST High Yield 0.72% 0.03% 0.10% 0.00% 0.00% 0.00% 0.85% 0.00% 0.85% AST Horizon Moderate Asset Allocation 0.30% 0.02% 0.00% 0.00% 0.00% 0.71% 1.03% 0.00% 1.03% AST International Growth 0.97% 0.05% 0.10% 0.00% 0.00% 0.00% 1.12% 0.00% 1.12% AST International Value 0.97% 0.05% 0.10% 0.00% 0.00% 0.00% 1.12% 0.00% 1.12% AST Investment Grade Bond /2,3/ 0.63% 0.02% 0.10% 0.00% 0.00% 0.00% 0.75% -0.04% 0.71% AST Jennison Large- Cap Growth 0.87% 0.02% 0.10% 0.00% 0.00% 0.00% 0.99% 0.00% 0.99% AST Jennison Large- Cap Value 0.73% 0.02% 0.10% 0.00% 0.00% 0.00% 0.85% 0.00% 0.85% AST J.P. Morgan Global Thematic 0.92% 0.05% 0.10% 0.00% 0.00% 0.00% 1.07% 0.00% 1.07% AST J.P. Morgan International Equity 0.87% 0.09% 0.10% 0.00% 0.00% 0.00% 1.06% 0.00% 1.06% AST J.P. Morgan Strategic Opportunities 0.97% 0.05% 0.10% 0.12% 0.01% 0.00% 1.25% 0.00% 1.25% AST Large-Cap Value 0.72% 0.03% 0.10% 0.00% 0.00% 0.00% 0.85% 0.00% 0.85% AST Lord Abbett Core Fixed-Income/ 7/ 0.77% 0.02% 0.10% 0.00% 0.00% 0.00% 0.89% -0.13% 0.76% AST Marsico Capital Growth 0.87% 0.02% 0.10% 0.00% 0.00% 0.00% 0.99% 0.00% 0.99% AST MFS Global Equity 0.99% 0.09% 0.10% 0.00% 0.00% 0.00% 1.18% 0.00% 1.18% AST MFS Growth 0.87% 0.02% 0.10% 0.00% 0.00% 0.00% 0.99% 0.00% 0.99% AST MFS Large-Cap Value 0.83% 0.06% 0.10% 0.00% 0.00% 0.00% 0.99% 0.00% 0.99% AST Mid-Cap Value 0.94% 0.04% 0.10% 0.00% 0.00% 0.00% 1.08% 0.00% 1.08% AST Moderate Asset Allocation/ 8/ 0.30% 0.02% 0.00% 0.00% 0.00% 0.71% 1.03% 0.00% 1.03% AST Money Market 0.46% 0.02% 0.10% 0.00% 0.00% 0.00% 0.58% 0.00% 0.58% AST Neuberger Berman Core Bond/ 9/ 0.68% 0.03% 0.10% 0.00% 0.00% 0.00% 0.81% -0.01% 0.80% AST Neuberger Berman Mid-Cap Growth 0.88% 0.03% 0.10% 0.00% 0.00% 0.00% 1.01% 0.00% 1.01% AST Neuberger Berman/LSV Mid- Cap Value 0.89% 0.04% 0.10% 0.00% 0.00% 0.00% 1.03% 0.00% 1.03% AST New Discovery Asset Allocation/ 10/ 0.84% 0.09% 0.10% 0.00% 0.00% 0.00% 1.03% 0.00% 1.03% AST Parametric Emerging Markets Equity 1.07% 0.24% 0.10% 0.00% 0.00% 0.00% 1.41% 0.00% 1.41% AST PIMCO Limited Maturity Bond 0.62% 0.03% 0.10% 0.00% 0.00% 0.00% 0.75% 0.00% 0.75% AST PIMCO Total Return Bond 0.60% 0.03% 0.10% 0.00% 0.00% 0.00% 0.73% 0.00% 0.73% AST Preservation Asset Allocation 0.15% 0.01% 0.00% 0.00% 0.00% 0.80% 0.96% 0.00% 0.96%
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----------------------------------------------------------------------------------------------------------------------------- UNDERLYING MUTUAL FUND PORTFOLIO ANNUAL EXPENSES+ (as a percentage of the average net assets of the underlying Portfolios) ----------------------------------------------------------------------------------------------------------------------------- UNDERLYING Distribution Total PORTFOLIO and/or Broker Fees Acquired Annual Contractual Net Annual Service Dividend and Expenses Portfolio Portfolio Fee Waiver Portfolio Management Other Fees Expense on on Short Fees & Operating or Expense Operating Fees Expenses (12b-1 fees) Short Sales Sales Expenses Expenses Reimbursement Expenses ----------------------------------------------------------------------------------------------------------------------------- ADVANCED SERIES TRUST CONTINUED AST Prudential Core Bond/ 9/ 0.67% 0.02% 0.10% 0.00% 0.00% 0.00% 0.79% -0.03% 0.76% AST QMA Emerging Markets Equity/ 11/ 1.09% 0.21% 0.10% 0.00% 0.00% 0.00% 1.40% 0.00% 1.40% AST QMA US Equity Alpha 0.99% 0.06% 0.10% 0.29% 0.25% 0.00% 1.69% 0.00% 1.69% AST Quantitative Modeling 0.25% 0.30% 0.00% 0.00% 0.00% 0.87% 1.42% 0.00% 1.42% AST Schroders Global Tactical 0.92% 0.04% 0.10% 0.00% 0.00% 0.15% 1.21% 0.00% 1.21% AST Schroders Multi- Asset World Strategies 1.07% 0.05% 0.10% 0.00% 0.00% 0.13% 1.35% 0.00% 1.35% AST Small-Cap Growth 0.88% 0.03% 0.10% 0.00% 0.00% 0.00% 1.01% 0.00% 1.01% AST Small-Cap Value 0.88% 0.04% 0.10% 0.00% 0.00% 0.03% 1.05% 0.00% 1.05% AST T. Rowe Price Asset Allocation 0.81% 0.02% 0.10% 0.00% 0.00% 0.00% 0.93% 0.00% 0.93% AST T. Rowe Price Equity Income 0.72% 0.01% 0.10% 0.00% 0.00% 0.00% 0.83% 0.00% 0.83% AST T. Rowe Price Global Bond 0.79% 0.08% 0.10% 0.00% 0.00% 0.00% 0.97% 0.00% 0.97% AST T. Rowe Price Large-Cap Growth 0.84% 0.02% 0.10% 0.00% 0.00% 0.00% 0.96% 0.00% 0.96% AST T. Rowe Price Natural Resources 0.88% 0.04% 0.10% 0.00% 0.00% 0.00% 1.02% 0.00% 1.02% AST Wellington Management Hedged Equity 0.98% 0.06% 0.10% 0.00% 0.00% 0.03% 1.17% 0.00% 1.17% AST Western Asset Core Plus Bond 0.67% 0.03% 0.10% 0.00% 0.00% 0.00% 0.80% 0.00% 0.80% AST Western Asset Emerging Markets Debt/ 12/ 0.83% 0.11% 0.10% 0.00% 0.00% 0.00% 1.04% 0.05% 0.99%
+ Expense information in the Underlying Mutual Fund Portfolio Annual Expenses Table has been restated to reflect current fees. 1 The AST AQR Emerging Markets Equity Portfolio will commence operations on February 25, 2013. Estimated "Other Expenses" based in part on assumed average daily net assets of approximately $300 million for the Portfolio for the fiscal period ending December 31, 2013. 2 The Portfolio's distributor, Prudential Annuities Distributors, Inc. ("PAD"), has contractually agreed to reduce its distribution and service fees so that the effective distribution and service fee rate paid by the Portfolio is reduced based on the average daily net assets of the Portfolio as follows: 0.08% over $300 million in daily net assets up to and including $500 million in average daily net assets; 0.07% over $500 million in daily net assets up to an including $750 million in average daily net assets; and 0.06% over $750 million in daily net assets. The contractual waiver does not include an expiration or termination date as it is contractually guaranteed by PAD on a permanent basis, and the Investment Managers and PAD cannot terminate or otherwise modify the waiver. 3 Prudential Investments LLC ("PI") and AST Investment Services, Inc. ("AST") have contractually agreed to waive a portion of their investment management fees and/or reimburse certain expenses for the Portfolio so that the Portfolio's investment management fees plus other expenses (exclusive in all cases of taxes, interest, brokerage commissions, acquired portfolio fees and expenses and extraordinary expenses) do not exceed 0.99% of the Portfolio's average daily net assets through June 30, 2015. This arrangement may not be terminated or modified prior to June 30, 2015, and may be discontinued or modified thereafter. The decision on whether to renew, modify or discontinue the arrangement after June 30, 2015 will be subject to review by the Manager and the Portfolio's Board of Trustees. 4 The AST Clearbridge Dividend Growth Portfolio will commence operations on February 25, 2013. Estimated "Other Expenses" based in part on assumed average daily net assets of approximately $400 million for the Portfolio for the fiscal period ending December 31, 2013. 5 Pyramis is a registered service mark of FMR LLC. Used under license. 6 Prudential Investments LLC ("PI") and AST Investment Services, Inc. ("AST") have contractually agreed to waive a portion of their investment management fees and/or reimburse certain expenses so that the investment management fees plus other expenses (exclusive in all cases of taxes, short sale interest and dividend expenses, brokerage commissions, underlying portfolio fees and expenses, and extraordinary expenses) for the Portfolio do not exceed 1.10% of the average daily net assets of the Portfolio through June 30, 2015. This expense limitation may not be terminated or modified prior to June 30, 2015, but may be discontinued or modified thereafter. The decision on whether to renew, terminate or modify this waiver after June 30, 2015 will be subject to review by the Manager and the Board of Trustees of the Trust. 4 7 Prudential Investments LLC ("PI") and AST Investment Services, Inc. ("AST") have contractually agreed to waive a portion of their investment management fee, so that the effective management fee rate paid by the Portfolio is as follows: 0.70% to $500 million of average daily net assets; 0.675% over $500 million in average daily net assets up to and including $1 billion in average daily net assets; and 0.65% over $1 billion in average daily net assets. This arrangement may not be terminated or modified prior to June 30, 2015, and may be discontinued or modified thereafter. The decision on whether to renew, modify or discontinue the arrangement after June 30, 2015 will be subject to review by the Investment Managers and the Portfolio's Board of Trustees. 8 If approved by shareholders, the Portfolio will be restructured on or about April 29, 2013. As restructured, the Portfolio will no longer be a fund-of-funds and will be renamed the AST RCM World Trends Portfolio. Based on assets as of December 31, 2012, as restructured, the Portfolio would have a management fee of 0.92%, other expenses of 0.14%, acquired portfolio fees and expenses of 0.00%, total annual operating expenses before contractual fee waiver of 1.06%, a contractual fee waiver of 0.07% through at least June 30, 2014, and net annual operating expenses after fee waiver of 0.99%. 9 Prudential Investments LLC ("PI") and AST Investment Services, Inc. ("AST") have contractually agreed to waive a portion of their investment management fees so that the Portfolio's investment management fee would equal 0.70% of the Portfolio's first $500 million of average daily net assets, 0.675% of the Portfolio's average daily net assets between $500 million and $1 billion, and 0.65% of the Portfolio's average daily net assets in excess of $1 billion through June 30, 2015. This contractual investment management fee waiver may not be terminated or modified prior to June 30, 2015, but may be discontinued or modified thereafter. The decision on whether to renew, modify, or discontinue this expense limitation after June 30, 2015 will be subject to review by the Manager and the Board of Trustees of the Portfolio. 10 Prudential Investments LLC ("PI") and AST Investment Services, Inc. ("AST") have contractually agreed to waive a portion of their investment management fees and/or reimburse certain expenses, so that the investment management fees plus other expenses (exclusive in all cases of taxes, short sale interest and dividend expenses, brokerage commissions, acquired portfolio fees and expenses, and extraordinary expenses) for the Portfolio do not exceed 1.08% of its average daily net assets through June 30, 2015. This expense limitation may not be terminated or modified prior to June 30, 2015, and may be discontinued or modified thereafter. The decision on whether to renew, modify or discontinue the expense limitation after June 30, 2015 will be subject to review by the Investment Managers and the Portfolio's Board of Trustees. 11 The AST QMA Emerging Markets Equity Portfolio will commence operations on February 25, 2013. Estimated "Other Expenses" based in part on assumed average daily net assets of approximately $300 million for the Portfolio for the fiscal period ending December 31, 2013. 12 Prudential Investments LLC ("PI") and AST Investment Services, Inc. ("AST") have contractually agreed to waive a portion of their investment management fee so that the Portfolio's investment management fee would equal 0.80% of the Portfolio's average daily net assets through June 30, 2015. This contractual investment management fee waiver may not be terminated or modified prior to June 30, 2015, but may be discontinued or modified thereafter. The decision on whether to renew, modify, or discontinue this expense limitation after June 30, 2015 will be subject to review by the Manager and the Board of Trustees of the Trust. B. OTHER PORTFOLIO CHANGES AND ADDITIONS. i. All references in your annuity prospectus to the "JPMorgan International Equity Portfolio" are replaced with "J.P. Morgan International Equity Portfolio;" and all references in your annuity prospectus to "Barclays Capital U.S. Aggregate Bond Index" are replaced with "Barclays U.S. Aggregate Bond Index." ii. To the list of available variable investment options that appear on the backside of the first page of your prospectus, we add the following new available investment options: AST AQR Emerging Markets Equity Portfolio AST Clearbridge Dividend Growth Portfolio AST QMA Emerging Markets Equity Portfolio iii. In the table of Underlying Mutual Fund Portfolio Annual Expenses found in the section titled, "Summary of Contract Fees and Charges," we add the fees for the AST AQR Emerging Markets Equity Portfolio, the AST Clearbridge Dividend Growth Portfolio, and the AST QMA Emerging Markets Equity Portfolio as appears in the table above. iv. In the Investment Objectives/Policies table found in the section titled, "Investment Options," we add summary descriptions for the AST AQR Emerging Markets Equity Portfolio, the AST Clearbridge Dividend Growth Portfolio, and the AST QMA Emerging Markets Equity Portfolio as follows:
STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO TYPE ADVISOR/ SUBADVISOR ----------------------------------------------------------------------- AST FUNDS ----------------------------------------------------------------------- INTERNATIONAL AST AQR EMERGING MARKETS EQUITY AQR Capital EQUITY PORTFOLIO: seeks long-term capital Management LLC appreciation. The Portfolio seeks to achieve its investment objective by both overweighting and underweighting securities, countries, and currencies relative to the MSCI Emerging Market Index, using proprietary quantitative return forecasting models and systematic risk-control methods developed by the subadvisor. Under normal circumstances, the Portfolio will invest at least 80% of its assets in equity securities of issuers: (i) located in emerging market countries or (ii) included as emerging market issuers in one or more broad-based market indices. The subadvisor intends to make use of certain derivative instruments in order to implement its investment strategy. -----------------------------------------------------------------------
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STYLE/ INVESTMENT OBJECTIVES/POLICIES PORTFOLIO TYPE ADVISOR/ SUBADVISOR ------------------------------------------------------------------------- LARGE CAP AST CLEARBRIDGE DIVIDEND GROWTH ClearBridge PORTFOLIO: seeks income, capital Investments, LLC preservation, and capital appreciation. Under normal circumstances, at least 80% of the Portfolio's assets will be invested in equity or equity-related securities, which the subadvisor believes have the ability to increase dividends over the longer term. The subadvisor will manage the Portfolio to provide exposure to companies that either pay an existing dividend or have the potential to pay and/or significantly grow their dividends. To do so, the subadvisor will conduct fundamental research to screen for companies that have attractive dividend yields, a history and potential for positive dividend growth, strong balance sheets, and reasonable valuations. ------------------------------------------------------------------------- INTERNATIONAL AST QMA EMERGING MARKETS EQUITY Quantitative EQUITY PORTFOLIO: seeks long-term capital Management appreciation. The Portfolio seeks to Associates, LLC achieve its investment objective through investment in equity and equity-related securities of emerging market companies. Under normal circumstances, the Portfolio will invest at least 80% of its assets in equity and equity-related securities of issuers: (i) located in emerging market countries or (ii) included as emerging market issuers in one or more broad-based market indices. The strategy used by the subadvisor is a quantitatively driven, bottom up investment process which utilizes an adaptive model that evaluates stocks differently based on their growth expectations. -------------------------------------------------------------------------
v. Also in the section titled, "Investment Options," we add the AST Clearbridge Dividend Growth Portfolio to the Group II list of available Investment Options. II. OTHER UPDATES THE FOLLOWING DISCLOSURE UPDATE IS APPLICABLE TO ADVISORS CHOICE 2000 ANNUITIES ONLY. REVISED DISCLOSURE REGARDING ADVISORY FEES. We do not allow third party investment advisors to liquidate advisory fees from Annuities with certain optional benefits. To clarify this and other aspects of third party investment advisor arrangements, we modify the subsection, "May I Authorize My Third Party Investment Advisor to Manage My Account?" as follows: MAY I AUTHORIZE MY THIRD PARTY INVESTMENT ADVISOR TO MANAGE MY ACCOUNT? Yes. You may engage your own investment advisor to manage your account. These investment advisors may be firms or persons who also are appointed by us, or whose affiliated broker-dealers are appointed by us, as authorized sellers of the Annuity. EVEN IF THIS IS THE CASE, HOWEVER, PLEASE NOTE THAT THE INVESTMENT ADVISOR YOU ENGAGE TO PROVIDE ADVICE AND/OR MAKE TRANSFERS FOR YOU, IS NOT ACTING ON OUR BEHALF, BUT RATHER IS ACTING ON YOUR BEHALF. To be eligible to take any action with respect to your Annuity, an investment advisor must meet our standards. These standards include, but are not limited to, restricting the amount of the advisor's fee that the advisor can deduct from your account to a specified percentage of your Account Value (this fee cap may change periodically at our discretion). In general, we reserve the right to change these standards at any time. Although we impose these standards, you bear the responsibility for choosing a suitable investment advisor. We do not offer advice about how to allocate your Account Value under any circumstance. As such, we are not responsible for any recommendations such investment advisors make, any investment models or asset allocation programs they choose to follow or any specific transfers they make on your behalf. Moreover, if you participate in an optional living benefit that transfers Account Value under a pre-determined mathematical formula, you and your investment advisor should realize that such transfers will occur as dictated solely by the formula, and may not be in accord with the investment program being pursued by your investment advisor. As one possible example, prompted by a decline in the value of your chosen Sub-accounts, the formula might direct a transfer to an AST bond portfolio - even though your advisory's program might call for an increased investment in equity Sub-accounts in that scenario. WE ARE NOT A PARTY TO THE AGREEMENT YOU HAVE WITH YOUR INVESTMENT ADVISOR AND DO NOT VERIFY THAT AMOUNTS WITHDRAWN FROM YOUR ANNUITY, INCLUDING AMOUNTS WITHDRAWN TO PAY FOR THE INVESTMENT ADVISOR'S FEE, ARE WITHIN THE TERMS OF YOUR AGREEMENT WITH YOUR INVESTMENT ADVISOR. You will, however, receive confirmations of transactions that affect your Annuity that among other things, reflect advisory fees deducted from your Account Value. It is your responsibility to arrange for the payment of the advisory fee charged by your investment advisor. Similarly, it is your responsibility to understand the advisory services provided by your investment advisor and the advisory fees charged for those services. 6 Any fee that is charged by your investment advisor is in addition to the fees and expenses that apply under your Annuity. If you authorize your investment advisor to withdraw amounts from your Annuity to pay for the investment advisor's fee, as with any other withdrawal from your Annuity, you may incur adverse tax consequences, and/or a Market Value Adjustment. Withdrawals to pay your investment advisor (to the extent permitted) generally will also reduce the level of various living and death benefit guarantees provided (e.g. the withdrawals will reduce proportionately the Annuity's guaranteed minimum death benefit.) Please note that the investment restrictions for certain optional living and death benefits, and/or the investment in certain asset allocation sub-accounts, may limit or preclude the investment advisory's ability to deduct advisory fees from your Annuity. For example, if you have elected any Highest Daily Lifetime benefit, we will not allow your investment advisor to deduct fees from your Annuity (although you may pay your advisor in some other manner). We treat partial withdrawals to pay advisory fees as taxable distributions unless your Annuity is being used in conjunction with a "qualified" retirement plan (plans meeting the requirements of Sections 401, 403 or 408 of the code). However, if your Annuity has an optional benefit that is ineligible for advisory fee deduction, and if you take partial withdrawals from such Annuity to pay advisory fees, such partial withdrawals will be considered taxable distributions for all contracts, including the "qualified" retirement plans enumerated above. We or an affiliate of ours may provide administrative support to licensed, registered Financial Professionals or investment advisors who you authorize to make financial transactions on your behalf. We may require Financial Professionals or investment advisors, who are authorized by multiple contract owners to make financial transactions, to enter into an administrative agreement with Prudential Annuities as a condition of our accepting transactions on your behalf. The administrative agreement may impose limitations on the Financial Professional's or investment advisor's ability to request financial transactions on your behalf. These limitations are intended to minimize the detrimental impact of a Financial Professional who is in a position to transfer large amounts of money for multiple clients in a particular Portfolio or type of portfolio or to comply with specific restrictions or limitations imposed by a Portfolio(s) on Prudential Annuities. PLEASE NOTE: Annuities where your Financial Professional or investment advisor has the authority to forward instruction on financial transactions are also subject to the restrictions on transfers between investment options that are discussed in the section entitled "ARE THERE RESTRICTIONS OR CHARGES ON TRANSFERS BETWEEN INVESTMENT OPTIONS?." Since transfer activity directed by a Financial Professional or third party investment adviser may result in unfavorable consequences to all contract owners invested in the affected options, we reserve the right to limit the investment options available to a particular Owner where such authority as described above has been given to a Financial Professional or investment advisor or impose other transfer restrictions we deem necessary. The administrative agreement may limit the available investment options, require advance notice of large transactions, or impose other trading limitations on your Financial Professional. Your Financial Professional will be informed of all such restrictions on an ongoing basis. We may also require that your Financial Professional transmit all financial transactions using the electronic trading functionality available through our Internet website (www.prudentialannuities.com). Limitations that we may impose on your Financial Professional or investment advisor under the terms of the administrative agreement do not apply to financial transactions requested by an owner on their own behalf, except as otherwise described in this prospectus. THIS SUPPLEMENT SHOULD BE READ AND RETAINED FOR FUTURE REFERENCE. 7