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PruLife® Custom Premier II - Prudential

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MAY 1, 2007<br />

PROSPECTUS<br />

PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong><br />

VARIABLE UNIVERSAL LIFE INSURANCE<br />

Pruco Life Variable Universal Account<br />

Pruco Life Insurance Company<br />

Make Life Easier with e-Delivery<br />

You can stop receiving printed<br />

prospectuses and start reviewing<br />

your variable life prospectus online by<br />

using e-Delivery. To enroll, go to<br />

www.prudential.com/edelivery<br />

Our Privacy Notice is included at the end of this prospectus.


The May 1, 2007, Variable Life Insurance Prospectus<br />

I am pleased to provide you with the May 1, 2007, prospectus for your variable life insurance<br />

policy. Every year we send this prospectus to update you on important company financial<br />

information and to remind you about your policy’s features and benefits. You’ll want to keep<br />

the current copy with your other financial documents for future reference.<br />

Achieving Peace of Mind with the Guarantee Against Lapse<br />

Your variable life insurance policy is an important part of your overall financial security plan.<br />

Maintaining the guarantee against lapse, as described in your policy, assures you that your life<br />

insurance coverage will continue, regardless of the performance of your funds. Although your<br />

policy offers some premium payment flexibility and allows you to take loans or<br />

withdrawals, doing so may leave you at risk of losing the protection this guarantee provides.<br />

If you have lost the guarantee against lapse, please speak with a Pruco Securities Registered<br />

Representative to learn how you can restore it. Our representatives can also help you review<br />

your policy coverage levels, beneficiary assignments, and asset allocation strategy to ensure<br />

that your policy is up-to-date and in line with your needs and level of risk tolerance.<br />

Online Tools Are Available!<br />

Individual policyowners are encouraged to visit our website at www.prudential.com/myaccess<br />

for secure, 24 hour access to policy information. In addition, you can enroll to receive<br />

electronic delivery of your prospectus in the future by visiting www.prudential.com/edelivery.<br />

A Commitment from <strong>Prudential</strong><br />

We are committed to operating with integrity and to maintaining the highest ethical<br />

standards in all of our business policies and practices. We make this commitment to you, as<br />

a valued member of our <strong>Prudential</strong> Financial family.<br />

Thank you for choosing us for your life insurance needs. If you have any questions, please<br />

contact one of our licensed financial professionals, or call our customer service office at the<br />

phone number listed on the back cover.<br />

James J. Avery, Jr., FSA<br />

President, Individual Life Insurance<br />

Your variable life insurance policy was issued by The <strong>Prudential</strong> Insurance Company of America,<br />

Pruco Life Insurance Company, or by Pruco Life Insurance Company of New Jersey, and was<br />

offered by Pruco Securities, LLC. Each is a <strong>Prudential</strong> Financial company located in Newark, NJ,<br />

and is solely responsible for its own financial condition and contractual obligations. All guarantees<br />

are based on the claims-paying ability of the issuing company and do not apply to the investment<br />

performance or safety of the underlying investment options in the policy.<br />

Our policies contain exclusions, limitations, reductions of benefits and terms for keeping them in<br />

force. A licensed financial professional can provide you with costs and complete details.<br />

NOT PART OF THE PROSPECTUS<br />

IFS-A129758 Ed. 03/2007


Supplement dated February 4, 2008<br />

to Prospectuses dated May 1, 2007 for<br />

Pruco Life Variable Universal Account<br />

Pruco Life of New Jersey Variable Appreciable Account<br />

on behalf of<br />

PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong> Contracts<br />

The following replaces the fifth paragraph before the end of the section titled “The Funds”:<br />

The SP Aggressive Growth Asset Allocation Portfolio, the SP Balanced Asset Allocation Portfolio, the SP<br />

Conservative Asset Allocation Portfolio, and the SP Growth Asset Allocation Portfolio, each invests only<br />

in shares of other underlying Fund portfolios, which are managed by the subadvisers of those portfolios.<br />

VUL2004SUP101 Ed. 2/2008


PROSPECTUS<br />

May 1, 2007<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong><br />

This prospectus describes an individual flexible premium variable universal life insurance contract, the PruLife ®<br />

<strong>Custom</strong> <strong>Premier</strong> <strong>II</strong> Contract (the “Contract”) offered by Pruco Life Insurance Company ("Pruco Life", "us", "we", or<br />

"our"), a stock life insurance company. Pruco Life is a wholly-owned subsidiary of The <strong>Prudential</strong> Insurance<br />

Company of America.<br />

You may choose to invest your Contract's premiums and its earnings in one or more of 40 available variable<br />

investment options of the Pruco Life Variable Universal Account (the “Account”):<br />

Diversified Bond SP International Value AST Goldman Sachs Mid-Cap Growth<br />

Equity SP Large Cap Value AST JPMorgan International Equity<br />

Global SP Mid Cap Growth AST Marsico Capital Growth<br />

High Yield Bond SP PIMCO High Yield AST MFS Global Equity<br />

Jennison SP PIMCO Total Return AST MFS Growth<br />

Money Market SP <strong>Prudential</strong> U.S. Emerging Growth AST Neuberger Berman Mid-Cap Growth<br />

Stock Index SP Small Cap Growth AST Neuberger Berman Small-Cap Growth<br />

SP Aggressive Growth Asset Allocation SP Small Cap Value AST PIMCO Limited Maturity Bond<br />

SP AIM Core Equity SP Strategic Partners Focused Growth AST Small-Cap Value<br />

SP Balanced Asset Allocation SP T. Rowe Price Large Cap Growth AST T. Rowe Price Global Bond<br />

SP Conservative Asset Allocation AST Cohen & Steers Realty AST T. Rowe Price Natural Resources<br />

SP Davis Value AST DeAM Large-Cap Value AST UBS Dynamic Alpha<br />

SP Growth Asset Allocation<br />

AST DeAM Small-Cap Value<br />

SP International Growth<br />

AST Federated Aggressive Growth<br />

For a complete list of the 40 available variable investment options, their investment objectives, and their investment<br />

advisers, see The Funds.<br />

You may also choose to invest your Contract’s premiums and its earnings in the fixed rate option, which pays a<br />

guaranteed interest rate. See The Fixed Rate Option.<br />

Please Read this Prospectus. Please read this prospectus before purchasing a PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong><br />

variable universal life insurance Contract and keep it for future reference. Current prospectuses for each of the<br />

underlying mutual funds accompany this prospectus. These prospectuses contain important information about the<br />

mutual funds. Please read these prospectuses and keep them for reference.<br />

Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has<br />

approved or disapproved of these securities or determined that this Contract is a good investment, nor has<br />

the SEC determined that this prospectus is complete or accurate. It is a criminal offense to state otherwise.<br />

The Contract may be purchased through registered representatives located in banks and other financial<br />

institutions. Investment in a variable life insurance contract is subject to risk, including the possible loss of<br />

your money. An investment in PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong> is not a bank deposit and is not insured by the<br />

Federal Deposit Insurance Corporation (“FDIC”) or any other governmental agency.<br />

Pruco Life Insurance Company<br />

213 Washington Street<br />

Newark, New Jersey 07102-2992<br />

Telephone: (800) 944-8786


TABLE OF CONTENTS<br />

Page<br />

SUMMARY OF CHARGES AND EXPENSES.................................................................................................................1<br />

Expenses other than Portfolio Expenses.................................................................................................................1<br />

Portfolio Expenses......................................................................................................................................................3<br />

SUMMARY OF THE CONTRACT AND CONTRACT BENEFITS ..................................................................................4<br />

Brief Description of the Contract ..............................................................................................................................4<br />

Target Term Rider Summary......................................................................................................................................4<br />

Types of Death Benefit Available Under the Contract.............................................................................................4<br />

No-Lapse Guarantee Information..............................................................................................................................5<br />

The Contract Fund ......................................................................................................................................................5<br />

Premium Payments.....................................................................................................................................................5<br />

Allocation of Premium Payments..............................................................................................................................5<br />

Investment Choices ....................................................................................................................................................6<br />

Transfers Among Investment Options......................................................................................................................6<br />

Increasing or Decreasing Basic Insurance Amount................................................................................................6<br />

Access to Contract Values.........................................................................................................................................7<br />

Contract Loans............................................................................................................................................................7<br />

Canceling the Contract (“Free-Look”) ......................................................................................................................7<br />

SUMMARY OF CONTRACT RISKS................................................................................................................................7<br />

Contract Values are not Guaranteed ........................................................................................................................7<br />

Increase in Charges....................................................................................................................................................7<br />

Contract Lapse ............................................................................................................................................................8<br />

Risks of Using the Contract as a Short-Term Savings Vehicle..............................................................................8<br />

Risks of Taking Withdrawals .....................................................................................................................................8<br />

Limitations on Transfers ............................................................................................................................................8<br />

Limitations and Charges on Surrender of the Contract .........................................................................................9<br />

Risks of Taking a Contract Loan ...............................................................................................................................9<br />

Tax Consequences of Buying this Contract ............................................................................................................9<br />

Replacement of the Contract ...................................................................................................................................10<br />

SUMMARY OF RISKS ASSOCIATED WITH THE VARIABLE INVESTMENT OPTIONS...........................................10<br />

Risks Associated with the Variable Investment Options......................................................................................10<br />

Learn More about the Variable Investment Options..............................................................................................10<br />

GENERAL DESCRIPTIONS OF THE REGISTRANT, DEPOSITOR, AND PORTFOLIO COMPANIES.....................11<br />

Pruco Life Insurance Company ...............................................................................................................................11<br />

The Pruco Life Variable Universal Account ...........................................................................................................11<br />

The Funds ..................................................................................................................................................................11<br />

Service Fees Payable to Pruco Life ........................................................................................................................16<br />

Voting Rights.............................................................................................................................................................17<br />

Substitution of Variable Investment Options.........................................................................................................17<br />

The Fixed Rate Option..............................................................................................................................................17<br />

CHARGES AND EXPENSES ........................................................................................................................................17<br />

Sales Load Charges..................................................................................................................................................18<br />

Premium Based Administrative Charge .................................................................................................................18<br />

Cost of Insurance......................................................................................................................................................19<br />

Monthly Deductions from the Contract Fund ........................................................................................................19<br />

Daily Deduction from the Variable Investment Options........................................................................................20<br />

Surrender Charges....................................................................................................................................................20<br />

Transaction Charges ................................................................................................................................................21<br />

Allocated Charges.....................................................................................................................................................21<br />

Charges After Age 100 .............................................................................................................................................21<br />

Portfolio Charges ......................................................................................................................................................21<br />

Charges for Optional Rider Coverage.....................................................................................................................21<br />

PERSONS HAVING RIGHTS UNDER THE CONTRACT.............................................................................................22<br />

Contract Owner .........................................................................................................................................................22<br />

Beneficiary.................................................................................................................................................................22


OTHER GENERAL CONTRACT PROVISIONS............................................................................................................22<br />

Assignment................................................................................................................................................................22<br />

Incontestability..........................................................................................................................................................22<br />

Misstatement of Age or Sex.....................................................................................................................................22<br />

Settlement Options ...................................................................................................................................................23<br />

Suicide Exclusion .....................................................................................................................................................23<br />

RIDERS ..........................................................................................................................................................................23<br />

Target Term Rider .....................................................................................................................................................23<br />

Other Riders ..............................................................................................................................................................24<br />

REQUIREMENTS FOR ISSUANCE OF A CONTRACT ...............................................................................................25<br />

PREMIUMS.....................................................................................................................................................................26<br />

Minimum Initial Premium..........................................................................................................................................26<br />

Available Types of Premium ....................................................................................................................................26<br />

Allocation of Premiums............................................................................................................................................27<br />

Transfers/Restrictions on Transfers.......................................................................................................................27<br />

Dollar Cost Averaging ..............................................................................................................................................29<br />

Auto-Rebalancing .....................................................................................................................................................29<br />

DEATH BENEFITS.........................................................................................................................................................29<br />

Contract Date.............................................................................................................................................................29<br />

When Proceeds Are Paid .........................................................................................................................................29<br />

Death Claim Settlement Options .............................................................................................................................30<br />

Types of Death Benefit .............................................................................................................................................30<br />

Changing the Type of Death Benefit .......................................................................................................................31<br />

No-Lapse Guarantee.................................................................................................................................................32<br />

Increases in Basic Insurance Amount....................................................................................................................34<br />

Decreases in Basic Insurance Amount ..................................................................................................................35<br />

CONTRACT VALUES....................................................................................................................................................35<br />

Surrender of a Contract............................................................................................................................................35<br />

How a Contract's Cash Surrender Value Will Vary................................................................................................35<br />

Loans..........................................................................................................................................................................36<br />

Withdrawals...............................................................................................................................................................37<br />

LAPSE AND REINSTATEMENT ...................................................................................................................................38<br />

TAXES ............................................................................................................................................................................38<br />

Tax Treatment of Contract Benefits........................................................................................................................38<br />

DISTRIBUTION AND COMPENSATION.......................................................................................................................41<br />

LEGAL PROCEEDINGS................................................................................................................................................42<br />

ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED PREMIUMS.....42<br />

ADDITIONAL INFORMATION .......................................................................................................................................44<br />

DEFINITIONS OF SPECIAL TERMS USED IN THIS PROSPECTUS..........................................................................45<br />

TABLE OF CONTENTS OF THE STATEMENT OF ADDITIONAL INFORMATION ...................................................47


SUMMARY OF CHARGES AND EXPENSES<br />

Capitalized terms used in this prospectus are defined where first used or in the DEFINITIONS OF SPECIAL TERMS<br />

USED IN THIS PROSPECTUS.<br />

Expenses other than Portfolio Expenses<br />

The following tables describe the maximum fees and expenses that you could pay when buying, owning, and<br />

surrendering the Contract. Generally, our current fees and expenses are lower than the maximum fees and expenses<br />

reflected in the following tables. For more information about fees and expenses, see CHARGES AND EXPENSES.<br />

The first table describes the maximum fees and expenses that you will pay at the time you buy the Contract,<br />

surrender the Contract, or transfer amounts between investment options.<br />

Transaction and Optional Rider Fees<br />

Charge When Charge is Deducted Amount Deducted<br />

Maximum Sales Charge on<br />

Premiums (Load)<br />

Premium Based Administrative<br />

Charge<br />

Surrender fees (1)(2)<br />

Transfer fees<br />

Withdrawal fee<br />

Insurance Amount Change fee<br />

Deducted from premium payments.<br />

Deducted from premium payments.<br />

Upon lapse, surrender, or decrease<br />

in basic insurance amount.<br />

Each transfer exceeding 12 in any<br />

Contract year.<br />

Upon withdrawal.<br />

Upon change in basic insurance<br />

amount or Target Term Rider<br />

coverage.<br />

6% of premium payment.<br />

7.5% of premium payment.<br />

100% of first year Sales Load Target<br />

Premium, less premium for riders<br />

and extras. (3)<br />

$25<br />

Lesser of $25 and 2% of withdrawal<br />

amount.<br />

$25<br />

Living Needs Benefit fee When benefit is paid. $150<br />

(1) The percentage varies by issue date, issue age, and duration for Contracts issued on or after October 17, 2005, in<br />

states where it is approved.<br />

(2) For Contracts issued prior to October 17, 2005 (or subsequent state approval), the fee varies by issue age and<br />

reduces annually to zero. The duration of the charge also varies by age, ranging from ten years at ages 0 - 45 to<br />

three years at ages 68 and above.<br />

(3) For Contracts issued prior to October 17, 2005 (or subsequent state approval), the fee is equal to 90% of the first<br />

year Sales Load Target Premium, less premium for riders and extras.<br />

1


The second table describes the maximum Contract fees and expenses that you will pay periodically during the<br />

time you own the Contract, not including the Funds’ fees and expenses.<br />

Periodic Contract and Optional Rider Charges Other Than The Funds’ Operating Expenses<br />

Charge<br />

When Charge<br />

is Deducted<br />

Amount Deducted<br />

Cost of Insurance (“COI”) for the basic<br />

insurance amount.<br />

Minimum and Maximum Charges<br />

_____________<br />

Initial COI for a representative Contract<br />

owner, male age 32 in the Nonsmoker Plus<br />

underwriting class, no riders.<br />

Cost of Insurance (“COI”) for Target Term<br />

Rider coverage.<br />

Minimum and Maximum Charges<br />

_____________<br />

Initial COI for a representative Contract<br />

owner, male age 32 in the Nonsmoker Plus<br />

underwriting class.<br />

Mortality and Expense Risk fees<br />

Additional Mortality fees for risk<br />

associated with certain health conditions,<br />

occupations, avocations, or aviation<br />

risks.<br />

Monthly<br />

Monthly<br />

Daily<br />

Monthly<br />

From $.06 to $83.34 per $1,000 of net<br />

amount at risk. (1)(2)<br />

_____________<br />

$0.13 per $1,000 of net amount at risk. (3)<br />

From $.06 to $83.34 per $1,000 of Target<br />

Term Rider death benefit. (1)(2)<br />

_____________<br />

$0.13 per $1,000 of Target Term Rider death<br />

benefit. (3)<br />

Effective annual rate of 0.45% of assets in<br />

variable investment options.<br />

From $0.10 to $2.08 per $1,000 of basic<br />

insurance amount. (4)<br />

Net interest on loans (5)<br />

Fee for basic insurance amount<br />

Minimum and Maximum Charges<br />

_____________<br />

Basic insurance amount fee for a<br />

representative Contract owner, male age<br />

32 in the Nonsmoker Plus underwriting<br />

class, no riders.<br />

Fee for an increase to basic insurance<br />

amount<br />

Minimum and Maximum Charges<br />

_____________<br />

Increase to basic insurance amount fee for<br />

a representative Contract owner, male age<br />

32 in the Nonsmoker Plus underwriting<br />

class, no riders.<br />

Annually<br />

Monthly<br />

Monthly<br />

1% for standard loans.<br />

0.10% for preferred loans.<br />

$30 per Contract plus $0.04 to $1.40 per<br />

$1,000 of basic insurance amount.<br />

_____________<br />

$30 plus $0.12 per $1,000 of basic insurance<br />

amount.<br />

$12 per increase segment plus $0.04 to<br />

$1.40 per $1,000 of increase.<br />

_____________<br />

$12 per increase segment plus $0.12 per<br />

$1,000 of increase.<br />

2


Fee for the Target Term Rider or an<br />

increase to the Target Term Rider<br />

Minimum and Maximum Charges<br />

_____________<br />

Target Term Rider fee for a representative<br />

Contract owner, male age 32 in the<br />

Nonsmoker Plus underwriting class.<br />

Fee for Accidental Death Benefit Rider<br />

Minimum and Maximum Charges<br />

_____________<br />

Accidental Death Benefit Rider fee for a<br />

representative Contract owner, male age<br />

32 in the Nonsmoker Plus underwriting<br />

class.<br />

Monthly<br />

Monthly<br />

From $0.05 to $1.41 per $1,000 of Target<br />

Term Rider. (1)<br />

_____________<br />

$0.13 per $1,000 of Target Term Rider.<br />

From $0.05 to $0.28 per $1,000 of<br />

coverage. (1)<br />

_____________<br />

$0.07 per $1,000 of coverage.<br />

Fee for Children Level Term Rider (6) Monthly $.42 per $1,000 of coverage.<br />

Fee for Enhanced Disability Benefit<br />

Rider (6)<br />

Minimum and Maximum Charges<br />

_____________<br />

Enhanced Disability Benefit Rider fee for a<br />

representative Contract owner, male age<br />

32 in the Nonsmoker Plus underwriting<br />

class.<br />

Monthly<br />

From 7.08% to 12.16% of the greater of: 9%<br />

of the policy target premium or the total of<br />

monthly deductions. (1)(7)<br />

_____________<br />

7.52% of the greater of: 9% of the policy<br />

target premium or the total of monthly<br />

deductions.<br />

(1) The charge varies based on the individual characteristics of the insured, including such characteristics as: age,<br />

sex, and underwriting class.<br />

(2) For example, the highest COI rate is for an insured who is a male/female age 99.<br />

(3) You may obtain more information about the particular COI charges that apply to you by contacting your Pruco Life<br />

representative.<br />

(4) The amount and duration of the charge will vary based on individual circumstances including issue age, type of<br />

risk, and the frequency of exposure to the risk.<br />

(5) The maximum loan rate reflects the net difference between a standard loan with an effective annual interest rate of<br />

4% and an effective annual interest credit equal to 3%. Preferred loans are charged a lower effective annual<br />

interest rate. See Loans.<br />

(6) Duration of charge is limited. See CHARGES AND EXPENSES.<br />

(7) For Contracts issued prior to October 17, 2005 (or subsequent state approval), the amount deducted is 7.08% to<br />

10.39% of the greater of 9% of the policy target premium of the total of monthly deductions.<br />

Portfolio Expenses<br />

This table shows the minimum and maximum total operating expenses charged by the Funds that you will pay<br />

periodically during the time you own the Contract. More detail concerning each Funds’ fees and expenses is<br />

contained in the prospectus for each of the Funds.<br />

Total Annual Fund Operating Expenses Minimum Maximum<br />

(expenses that are deducted from the Funds’ assets, including management<br />

fees, any distribution [and/or service] (12b-1) fees, and other expenses, but<br />

not including reductions for any fee waiver or other reimbursements.)<br />

0.37% 1.29%<br />

3


Brief Description of the Contract<br />

SUMMARY OF THE CONTRACT<br />

AND CONTRACT BENEFITS<br />

PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong> is a form of variable universal life insurance. A variable universal life insurance contract is<br />

a flexible form of life insurance. It has a death benefit and a Contract Fund, the value of which changes every day<br />

according to the investment performance of the investment options to which you have allocated your net premiums.<br />

You may invest net premiums in one or more of the 40 available variable investment options or in the fixed rate option.<br />

Although the value of your Contract Fund may increase if there is favorable investment performance in the variable<br />

investment options you select, investment returns in the variable investment options are NOT guaranteed. There is a<br />

risk that investment performance will be unfavorable and that the value of your Contract Fund will decrease. The risk<br />

will be different, depending upon which investment options you choose. You bear the risk of any decrease. If you<br />

select the fixed rate option, we credit your account with a declared rate of interest, but you assume the risk that the rate<br />

may change, although it will never be lower than an effective annual rate of 3%. Transfers from the fixed rate option<br />

may be restricted. The Contract is designed to be flexible to meet your specific life insurance needs. Within certain<br />

limits, the Contract will provide you with flexibility in determining the amount and timing of your premium payments.<br />

Some features and/or riders described in this prospectus may not be available in some states.<br />

Target Term Rider Summary<br />

This Contract may be issued with a Target Term Rider that could have a significant effect on the performance of your<br />

Contract. The Target Term Rider provides for a flexible term insurance benefit to attained age 100 on the life of the<br />

insured. You specify the initial amount of the Target Term Rider coverage, up to four times the base Contract's basic<br />

insurance amount.<br />

A Contract with a Target Term Rider will offer higher cash values than an all-base Contract with the same initial death<br />

benefit and premium payments if we do not change our current charges. The cash values will be higher because the<br />

current sales expense charge attributable to the Target Term Rider is lower than the charge attributable to the Sales<br />

Load Target Premium under the base policy. We currently assess lower current Cost of Insurance (“COI”) and per<br />

$1,000 of insurance charges for the Target Term Rider.<br />

However, a Contract with a Target Term Rider offers the potential for a greater reduction of cash values and death<br />

benefits than an all-base Contract with the same death benefit if we raise our current charges to the maximum<br />

contractual level. There would be a greater reduction because guaranteed maximum charges attributable to the basic<br />

insurance amount and the Target Term Rider coverage amount are the same except for the per $1,000 of insurance<br />

portion of the monthly administrative charge which is higher for a Target Term Rider.<br />

There are various factors to consider regarding a Target Term Rider. Pruco Life pays significantly lower commissions<br />

on a Contract with a Target Term Rider than on an all base Contract with the same initial death benefit and premium<br />

payments. This may provide a financial incentive for your Pruco Life representative to promote the sale of a Contract<br />

without a Target Term Rider. However, not all Contract benefits and guarantees are available on Contracts issued with<br />

a Target Term Rider. For additional information, see RIDERS.<br />

The surrender charge does not apply to a Target Term Rider.<br />

Types of Death Benefit Available Under the Contract<br />

There are three types of death benefit available. You may choose a Contract with a Type A (fixed) death benefit under<br />

which the death benefit generally remains at the basic insurance amount you initially chose. However, the Contract<br />

Fund (described below) may grow to a point where the death benefit may increase and vary with investment<br />

experience. If you choose a Type B (variable) Contract, your death benefit will vary with investment experience. For<br />

Type A and Type B death benefits, as long as the Contract is in-force, the death benefit will never be less than the<br />

basic insurance amount shown in your Contract. If you choose a Contract with a Type C (return of premium) death<br />

benefit, the death benefit is generally equal to the basic insurance amount plus the total premiums paid into the<br />

Contract, less withdrawals, accumulated at an interest rate (between 0% and 8%; in ½% increments) chosen by the<br />

Contract owner. The death benefit on a Type C Contract is limited to the basic insurance amount plus an amount<br />

equal to: the Contract Fund plus the Type C Limiting Amount (the sum of the initial basic insurance amount plus any<br />

initial Target Term Rider coverage amount) multiplied by the Type C Death Benefit Factor, both located in the Contract<br />

Limitations section of your Contract.<br />

With any type of death benefit, the death benefit may be increased to ensure that the Contract will satisfy the Internal<br />

Revenue Code's definition of life insurance.<br />

4


You may change your Contract’s death benefit type after issue, however, if you choose a Type A or Type B death<br />

benefit at issue, you will not be able to change to a Type C death benefit thereafter. Also, if you change a Type C<br />

death benefit to a Type A or Type B death benefit after issue, you will not be able to change back to a Type C death<br />

benefit. See Types of Death Benefit and Changing the Type of Death Benefit.<br />

No-Lapse Guarantee Information<br />

We agree to keep your Contract in-force for a specified period, and guarantee that your Contract will not lapse as a<br />

result of unfavorable investment performance, as long as your total premiums (reduced to reflect withdrawals)<br />

accumulated at 4% interest are at least equal to the No-Lapse Guarantee Values shown in your Contract. If you have<br />

an outstanding Contract loan, a No-Lapse Guarantee will not keep the Contract in-force. See Withdrawals and<br />

Loans.<br />

There are three separate guarantee periods, each associated with a corresponding level of premium payments. For<br />

example, payment of the Short-Term No-Lapse Guarantee Premium at the beginning of each Contract year guarantees<br />

that your Contract will not lapse during the first seven Contract years (five Contract years for issue ages 60 and above),<br />

assuming no loans or withdrawals. If your Contract was issued with a Type A or Type B death benefit and you are<br />

paying the Limited No-Lapse Guarantee Premium at the beginning of each Contract year, we will guarantee your<br />

Contract against lapse until the later of the insured's age 70 or for 10 years after issue, whichever comes later,<br />

assuming no loans or withdrawals. See No-Lapse Guarantee and PREMIUMS. Finally, if your Contract was issued<br />

with a Type A or Type B death benefit and you are paying the Lifetime Premium at the beginning of each Contract year,<br />

we will guarantee your Contract against lapse for the insured’s lifetime, assuming no loans or withdrawals. Contracts<br />

with the Target Term Rider or a Type C death benefit will have only a Short-Term No-Lapse Guarantee.<br />

Unless a No-Lapse Guarantee is in effect, the Contract will go into default if the Contract Fund less any Contract debt<br />

and less any applicable surrender charges falls to zero or less. Your Pruco Life representative can tell you the<br />

premium amounts you will need to pay to maintain these guarantees.<br />

The Contract Fund<br />

Your Contract Fund value changes daily, reflecting: (1) increases or decreases in the value of the variable investment<br />

options; (2) interest credited on any amounts allocated to the fixed rate option; (3) interest credited on any loan; and (4)<br />

the daily asset charge for mortality and expense risks assessed against the variable investment options. The Contract<br />

Fund value also changes to reflect the receipt of premium payments, charges deducted from premium payments, and<br />

the monthly deductions described under CHARGES AND EXPENSES.<br />

Premium Payments<br />

Except for the minimum initial premium, and subject to a minimum of $25 per subsequent payment, you choose the<br />

timing and amount of premium payments. The Contract will remain in-force if the Contract Fund less any applicable<br />

surrender charges is greater than zero and more than any Contract debt. Paying insufficient premiums, poor<br />

investment results, or the taking of loans or withdrawals from the Contract will increase the possibility that the Contract<br />

will lapse. However, if the premiums you paid, accumulated at an effective annual rate of 4%, less withdrawals also<br />

accumulated at 4% (“Accumulated Net Payments”) are at least equal to the amounts shown in the Table of No-Lapse<br />

Guarantee Values in your Contract Data pages, and there is no Contract debt, we guarantee that your Contract will not<br />

lapse, even if investment experience is very unfavorable and the Contract Fund drops below zero. The length of time<br />

that the guarantee against lapse is available depends on your Contract's death benefit type. See PREMIUMS, No-<br />

Lapse Guarantee, and LAPSE AND REINSTATEMENT.<br />

If you pay more premium than permitted under section 7702A of the Internal Revenue Code, your Contract would be<br />

classified as a Modified Endowment Contract, which would affect the federal income tax treatment of loans and<br />

withdrawals. For more information, see Modified Endowment Contracts.<br />

Allocation of Premium Payments<br />

When you apply for the Contract, you tell us how to allocate your premiums. You may change the way in which<br />

subsequent premiums are allocated by giving written notice to a Service Office or by telephoning a Service Office,<br />

provided you are enrolled to use the Telephone Transfer System. See Allocation of Premiums.<br />

On the later of the Contract date and the end of the valuation period in which the initial premium is received, we deduct<br />

the charge for sales expenses and the premium based administrative charge from the initial premium. Then the first<br />

monthly deductions are made, and the remainder of the initial premium and any other net premium received in Good<br />

Order at the Payment Office (the address on your bill) during the 10 day period following your receipt of the Contract<br />

will be allocated to the Money Market investment option. After the tenth day, these funds, adjusted for any investment<br />

5


esults, will be transferred out of the Money Market investment option and allocated among the variable investment<br />

options and/or the fixed rate option according to your current premium allocation.<br />

The charge for sales expenses and the premium based administrative charge will also apply to all subsequent premium<br />

payments. The remainder of each subsequent premium payment will be invested as of the end of the valuation period<br />

in which it is received in Good Order at the Payment Office, in accordance with the allocation you previously<br />

designated.<br />

Investment Choices<br />

You may choose to invest your Contract's premiums and its earnings in one or more of 40 available variable<br />

investment options. You may also invest in the fixed rate option. See The Funds and The Fixed Rate Option. You<br />

may transfer money among your investment choices, subject to restrictions. See Transfers/Restrictions on<br />

Transfers.<br />

We may add or remove variable investment options in the future.<br />

Transfers Among Investment Options<br />

You may, up to 12 times each Contract year, transfer amounts among the variable investment options or to the fixed<br />

rate option. Additional transfers may be made only with our consent. Currently, we allow you to make additional<br />

transfers. For the first 20 transfers in a calendar year, you may transfer amounts by proper written notice to a Service<br />

Office, or by telephone, provided you are enrolled to use the Telephone Transfer System.<br />

After you have submitted 20 transfers in a calendar year, we will accept subsequent transfer requests only if they are in<br />

a form acceptable to us, bear an original signature in ink, and are sent to us by U.S. regular mail.<br />

Multiple transfers that occur during the same day, but prior to the end of the valuation period for that day, will be<br />

counted as a single transfer.<br />

We may charge an administrative transaction fee of up to $25 for each transfer made exceeding 12 in any Contract<br />

year. No transaction fee is currently charged in connection with a transfer, but we reserve the right to charge such a<br />

fee.<br />

While you also may transfer amounts from the fixed rate option, certain restrictions may apply.<br />

We reserve the right to prohibit transfer requests determined to be disruptive to the investment option or to the<br />

disadvantage of other Contract owners.<br />

Restrictions will be applied in a uniform manner and will not be waived.<br />

In addition, you may use our dollar cost averaging feature or our automatic rebalancing feature. For additional<br />

information, please see Transfers/Restrictions on Transfers, Dollar Cost Averaging, and Auto-Rebalancing.<br />

Increasing or Decreasing Basic Insurance Amount<br />

Subject to conditions determined by us, after the issue of the Contract and after the first Contract anniversary, you may<br />

increase the amount of insurance by increasing the basic insurance amount of the Contract. When you do this, you<br />

create an additional coverage segment. Each coverage segment will be subject to its own monthly deductions and<br />

surrender charge and will have its own surrender charge period beginning on that segment’s effective date. See<br />

Increases in Basic Insurance Amount and Surrender Charges.<br />

Subject to certain limitations, you also have the option of decreasing the basic insurance amount of your Contract after<br />

the issue of the Contract. See Decreases in Basic Insurance Amount.<br />

For Contracts with more than one coverage segment, a decrease in basic insurance amount will reduce each coverage<br />

segment based on the proportion of the coverage segment amount to the total of all coverage segment amounts in effect<br />

just before the change. A decrease in basic insurance amount may result in a surrender charge. See Surrender<br />

Charges.<br />

We may decline a decrease in the basic insurance amount if we determine it would cause the Contract to fail to qualify<br />

as "life insurance" for purposes of Section 7702 of the Internal Revenue Code. In addition, if the basic insurance<br />

amount is decreased, or a significant premium is paid in conjunction with an increase, there is a possibility that the<br />

Contract will be classified as a Modified Endowment Contract. See Tax Treatment of Contract Benefits. We may<br />

6


decline a decrease in the basic insurance amount if the Contract Fund value is less than any applicable partial<br />

surrender charges.<br />

No administrative processing charge is currently being made in connection with either an increase or a decrease in<br />

basic insurance amount. However, we reserve the right to charge such a fee in an amount of up to $25. See<br />

CHARGES AND EXPENSES.<br />

Access to Contract Values<br />

A Contract may be surrendered for its cash surrender value (the Contract Fund minus any Contract debt and minus<br />

any applicable surrender charge) while the insured is living. To surrender a Contract, we may require you to deliver or<br />

mail the Contract with a written request in a form that meets our needs, to a Service Office. The cash surrender value<br />

of a Contract will be determined as of the end of the valuation period in which such a request is received in a Service<br />

Office. Surrender of a Contract may have tax consequences. See Surrender of a Contract and Tax Treatment of<br />

Contract Benefits.<br />

Under certain circumstances, you may withdraw a part of the Contract's cash surrender value without surrendering the<br />

Contract. The amount withdrawn must be at least $500. There is an administrative processing fee for each withdrawal<br />

which is the lesser of: (a) $25 and; (b) 2% of the withdrawal amount. Withdrawal of the cash surrender value may have<br />

tax consequences. See Withdrawals and Tax Treatment of Contract Benefits.<br />

Contract Loans<br />

You may borrow money from us using your Contract as security for the loan, provided the Contract is not in default.<br />

The maximum loan amount is equal to the sum of (1) 99% of the portion of the cash value attributable to the variable<br />

investment options and (2) the balance of the cash value, provided the Contract is not in default. The cash value is<br />

equal to the Contract Fund less any surrender charge. A Contract in default has no loan value. The minimum loan<br />

amount you may borrow is generally $500, but may be lower in some states. See Loans.<br />

Canceling the Contract (“Free-Look”)<br />

Generally, you may return the Contract for a refund within 10 days after you receive it (or within any longer period of<br />

time required by state law). In general, you will receive a refund of all premium payments made, less applicable federal<br />

and state income tax withholding. However, if applicable law permits a market value free-look, you will receive the<br />

greater of (1) the Contract Fund (which includes any investment results) plus the amount of any charges that have<br />

been deducted or (2) all premium payments made (including premium payments made more than 10 days after you<br />

receive the Contract, but within any longer free-look period of time required by state law), less applicable federal and<br />

state income tax withholding. A Contract returned according to this provision shall be deemed void from the beginning.<br />

Contract Values are not Guaranteed<br />

SUMMARY OF CONTRACT RISKS<br />

Your benefits (including life insurance) are not guaranteed, and may be entirely dependent on the investment<br />

performance of the variable investment options you select. The value of your Contract Fund rises and falls with the<br />

performance of the investment options you choose and the charges that we deduct. Poor investment performance<br />

could cause your Contract to lapse and you could lose your insurance coverage. However, payment of the death<br />

benefit may be guaranteed under the No-Lapse Guarantee feature.<br />

The variable investment options you choose may not perform to your expectations. Investing in the Contract involves<br />

risks including the possible loss of your entire investment. Only the fixed rate option provides a guaranteed rate of<br />

return. For more detail, please see Risks Associated with the Variable Investment Options and The Fixed Rate<br />

Option.<br />

Increase in Charges<br />

In several instances we will use the terms “maximum charge” and “current charge.” The “maximum charge,” in each<br />

instance, is the highest charge that we may make under the Contract. The “current charge,” in each instance, is the<br />

amount that we now charge, which may be lower than the maximum charge. If circumstances change, we reserve the<br />

right to increase each current charge, up to the maximum charge, without giving any advance notice.<br />

7


Contract Lapse<br />

Each month we determine the value of your Contract Fund. If the Contract Fund less any applicable surrender charges<br />

is zero or less, the Contract is in default unless it remains in-force under the No-Lapse Guarantee. See No-Lapse<br />

Guarantee. Your Contract will also be in default if at any time the Contract debt equals or exceeds the Contract Fund<br />

less any applicable surrender charges. Should either event occur, we will notify you of the required payment to prevent<br />

your Contract from terminating. See Loans. Your payment must be received at the Payment Office within the 61-day<br />

grace period after the notice of default is mailed or the Contract will end and have no value. See LAPSE AND<br />

REINSTATEMENT. If you have an outstanding loan when your Contract lapses, you may have taxable income as a<br />

result. See Tax Treatment of Contract Benefits - Pre-Death Distributions.<br />

Risks of Using the Contract as a Short-Term Savings Vehicle<br />

Because the Contract provides for an accumulation of a Contract Fund as well as a death benefit, you may wish to use<br />

it for various insurance planning purposes. Purchasing the Contract for such purposes may involve certain risks.<br />

For example, a life insurance contract could play an important role in helping you to meet the future costs of a child’s<br />

education. The Contract’s death benefit could be used to provide for education costs should something happen to you,<br />

and its investment features could help you accumulate savings. However, if the variable investment options you<br />

choose perform poorly, if you do not pay sufficient premiums, or if you access the values in your Contract through<br />

withdrawals or Contract loans, your Contract may lapse or you may not accumulate the funds you need.<br />

The Contract is designed to provide benefits on a long-term basis. Consequently, you should not purchase the<br />

Contract as a short-term investment or savings vehicle. Because of the long-term nature of the Contract, you should<br />

consider whether purchasing the Contract is consistent with the purpose for which it is being considered.<br />

Risks of Taking Withdrawals<br />

If your Contract meets certain requirements, you may make withdrawals from your Contract’s cash surrender value<br />

while the Contract is in-force. The amount withdrawn must be at least $500. The withdrawal amount is limited by the<br />

requirement that the cash surrender value after withdrawal may not be less than or equal to zero after deducting any<br />

charges associated with the withdrawal and an amount that we estimate will be sufficient to cover the Contract Fund<br />

deductions for two Monthly dates following the date of withdrawal. There is a transaction fee for each withdrawal which<br />

is the lesser of: (a) $25 and; (b) 2% of the withdrawal amount. Withdrawal of the cash surrender value may have tax<br />

consequences. See Tax Treatment of Contract Benefits.<br />

Whenever a withdrawal is made, the death benefit will immediately be reduced by at least the amount of the<br />

withdrawal. Withdrawals under Type B (variable) and Type C (return of premium) Contracts will not change the basic<br />

insurance amount. However, under a Type A (fixed) Contract, the withdrawal may require a reduction in the basic<br />

insurance amount, and if the death benefit was increased to meet the definition of life insurance, a reduction in Target<br />

Term Rider coverage amount may be required. A surrender charge may be deducted when any withdrawal causes a<br />

reduction in the basic insurance amount. See CHARGES AND EXPENSES. No withdrawal will be permitted under a<br />

Type A (fixed) Contract if it would result in a basic insurance amount of less than the minimum basic insurance amount.<br />

See REQUIREMENTS FOR ISSUANCE OF A CONTRACT. It is important to note, however, that if the basic<br />

insurance amount is decreased, there is a possibility that the Contract might be classified as a Modified Endowment<br />

Contract. Accessing the values in your Contract through withdrawals may significantly affect current and future<br />

Contract values or death benefit proceeds and may increase the chance that your Contract will lapse. Before making<br />

any withdrawal that causes a decrease in basic insurance amount, you should consult with your tax adviser and your<br />

Pruco Life representative. See Withdrawals and Tax Treatment of Contract Benefits.<br />

Limitations on Transfers<br />

You may, up to 12 times each Contract year, transfer amounts among the variable investment options or to the fixed<br />

rate option. We may charge up to $25 for each transfer made exceeding 12 in any Contract year.<br />

Additional transfers may be made only with our consent. Currently, we allow you to make additional transfers. For the<br />

first 20 transfers in a calendar year, you may transfer amounts by proper written notice to a Service Office, or by<br />

telephone, provided you are enrolled to use the Telephone Transfer System. We use reasonable procedures to<br />

confirm that instructions given by telephone are genuine. However, we are not liable for following telephone<br />

instructions that we reasonably believe to be genuine. In addition, we cannot guarantee that you will be able to get<br />

through to complete a telephone transfer during peak periods such as periods of drastic economic or market change.<br />

8


After you have submitted 20 transfers in a calendar year, we will accept subsequent transfer requests only if they are in<br />

a form acceptable to us, bear an original signature in ink, and are sent to us by U.S. regular mail. After you have<br />

submitted 20 transfers in a calendar year, a subsequent transfer request by telephone, fax, or electronic means will be<br />

rejected, even in the event that it is inadvertently processed.<br />

Currently, certain transfers effected systematically under either a dollar cost averaging or an automatic rebalancing<br />

program described in this prospectus do not count towards the limit of 12 transfers per Contract year or the limit of 20<br />

transfers per calendar year. In the future, we may count such transfers towards the limit.<br />

Multiple transfers that occur during the same day, but prior to the end of the valuation period for that day, will be<br />

counted as a single transfer.<br />

Generally, only one transfer from the fixed rate option is permitted during each Contract year. The maximum amount<br />

per Contract you may transfer out of the fixed rate option each year is the greater of: (a) 25% of the amount in the<br />

fixed rate option; and (b) $2,000.<br />

We may modify your right to make transfers by restricting the number, timing and/or amount of transfers we find to be<br />

disruptive to the investment option or to the disadvantage of other Contract owners. We also reserve the right to<br />

prohibit transfer requests made by an individual acting under a power of attorney on behalf of more than one Contract<br />

owner. We will immediately notify you at the time of a transfer request if we exercise this right.<br />

Restrictions will be applied uniformly and will not be waived. See Transfers/Restrictions on Transfers.<br />

Limitations and Charges on Surrender of the Contract<br />

You may surrender your Contract at any time for its cash surrender value while the insured is living. We deduct a<br />

surrender charge from the surrender proceeds. In addition, the surrender of your Contract may have tax<br />

consequences. See Tax Treatment of Contract Benefits.<br />

We will assess a surrender charge if, during the first 10 Contract years (or during the first 10 years of a coverage<br />

segment representing an increase in basic insurance amount), the Contract lapses, is surrendered, or the basic<br />

insurance amount is decreased (including as a result of a withdrawal or a death benefit type change). The surrender<br />

charge varies and is calculated as described in Surrender Charges. While the amount of the surrender charge<br />

decreases over time, it may be a substantial portion or even equal to your Contract Fund.<br />

Risks of Taking a Contract Loan<br />

Accessing the values in your Contract through Contract loans may significantly affect current and future Contract<br />

values or death benefit proceeds and may increase the chance that your Contract will lapse. Your Contract will be in<br />

default if, at any time, the Contract debt equals or exceeds the Contract Fund less any applicable surrender charges,<br />

even if the No-Lapse Guarantee is in effect. If the Contract lapses or is surrendered, the amount of unpaid Contract<br />

debt will be treated as a distribution and will be immediately taxable to the extent of the gain in the Contract. In<br />

addition, if your Contract is a Modified Endowment Contract for tax purposes, taking a Contract loan may have tax<br />

consequences. See Tax Treatment of Contract Benefits.<br />

Tax Consequences of Buying this Contract<br />

Your Contract is structured to meet the definition of life insurance under Section 7702 of the Internal Revenue Code.<br />

At issue, the Contract owner chooses one of the following definition of life insurance tests: (1) Cash Value<br />

Accumulation Test or (2) Guideline Premium Test. Under the Cash Value Accumulation Test, there is a minimum<br />

death benefit to cash value ratio. Under the Guideline Premium Test, there is a limit to the amount of premiums that<br />

can be paid into the Contract, as well as a minimum death benefit to cash value ratio. Consequently, we reserve the<br />

right to refuse to accept a premium payment that would, in our opinion, cause this Contract to fail to qualify as life<br />

insurance. We also have the right to refuse to accept any payment that increases the death benefit by more than it<br />

increases the Contract Fund. Although we believe that the Contract should qualify as life insurance for tax purposes,<br />

there are some uncertainties, particularly because the Secretary of Treasury has not yet issued permanent regulations<br />

that bear on this question. Accordingly, we reserve the right to make changes -- which will be applied uniformly to all<br />

Contract owners after advance written notice -- that we deem necessary to insure that the Contract will qualify as life<br />

insurance.<br />

Current federal tax law generally excludes all death benefits from the gross income of the beneficiary of a life insurance<br />

contract. However, your death benefit could be subject to estate tax. In addition, you generally are not subject to<br />

taxation on any increase in the Contract value until it is withdrawn. Generally, you are taxed on surrender proceeds<br />

and the proceeds of any partial withdrawals only if those amounts, when added to all previous distributions, exceed the<br />

9


total premiums paid. Amounts received upon surrender or withdrawal (including any outstanding Contract loans) in<br />

excess of premiums paid are treated as ordinary income.<br />

Special rules govern the tax treatment of life insurance policies that meet the federal definition of a Modified<br />

Endowment Contract. The Contract could be classified as a Modified Endowment Contract if premiums in amounts<br />

that are too large are paid or a decrease in the basic insurance amount is made (or a rider removed). The addition of a<br />

rider or an increase in the basic insurance amount may also cause the Contract to be classified as a Modified<br />

Endowment Contract if a significant premium is paid in conjunction with an increase or the addition of a rider. We will<br />

notify you if a premium or a reduction in basic insurance amount would cause the Contract to become a Modified<br />

Endowment Contract, and advise you of your options.<br />

Under current tax law, death benefit payments under Modified Endowment Contracts, like death benefit payments<br />

under other life insurance contracts, generally are excluded from the gross income of the beneficiary. However,<br />

amounts you receive under the Contract before the insured's death, including loans and withdrawals, are included in<br />

income to the extent that the Contract Fund before surrender charges exceeds the premiums paid for the Contract<br />

increased by the amount of any loans previously included in income and reduced by any untaxed amounts previously<br />

received other than the amount of any loans excludible from income. An assignment of a Modified Endowment<br />

Contract is taxable in the same way. These rules also apply to pre-death distributions, including loans and<br />

assignments, made during the two-year period before the time that the Contract became a Modified Endowment<br />

Contract.<br />

All Modified Endowment Contracts issued by us to you during the same calendar year are treated as a single Contract<br />

for purposes of applying these rules. See Tax Treatment of Contract Benefits.<br />

Any taxable income on pre-death distributions (including full surrenders) is subject to a penalty of 10 percent unless the<br />

amount is received on or after age 59½, on account of your becoming disabled or as a life annuity. It is presently<br />

unclear how the penalty tax provisions apply to Contracts owned by businesses.<br />

Replacement of the Contract<br />

The replacement of life insurance is generally not in your best interest. In most cases, if you require additional life<br />

insurance coverage, the benefits of your existing contract can be protected by increasing the insurance amount of your<br />

existing contract, or by purchasing an additional contract. If you are considering replacing a contract, you should<br />

compare the benefits and costs of supplementing your existing contract with the benefits and costs of purchasing a<br />

new contract and you should consult with a tax adviser.<br />

SUMMARY OF RISKS ASSOCIATED WITH<br />

THE VARIABLE INVESTMENT OPTIONS<br />

You may choose to invest your Contract's premiums and its earnings in one or more of 40 available variable<br />

investment options. You may also invest in the fixed rate option. The fixed rate option is the only investment option that<br />

offers a guaranteed rate of return. See The Funds and The Fixed Rate Option.<br />

Risks Associated with the Variable Investment Options<br />

The separate account invests in the shares of one or more open-end management investment companies registered<br />

under the Investment Company Act of 1940. Each variable investment option has its own investment objective and<br />

associated risks, which are described in the accompanying Fund prospectuses. The income, gains, and losses of one<br />

variable investment option have no effect on the investment performance of any other variable investment option.<br />

We do not promise that the variable investment options will meet their investment objectives. Amounts you allocate to<br />

the variable investment options may grow in value, decline in value or grow less than you expect, depending on the<br />

investment performance of the variable investment options you choose. You bear the investment risk that the variable<br />

investment options may not meet their investment objectives. It is possible to lose your entire investment in the<br />

variable investment options. Although the Series Fund Money Market Portfolio is designed to be a stable investment<br />

option, it is possible to lose money in that Portfolio. For example, when prevailing short-term interest rates are very<br />

low, the yield on the Money Market Portfolio may be so low that, when separate account and Contract charges are<br />

deducted, you experience a negative return. See The Funds.<br />

Learn More about the Variable Investment Options<br />

Before allocating amounts to the variable investment options, you should read the current Fund prospectuses for<br />

detailed information concerning their investment objectives, strategies, and investment risks.<br />

10


GENERAL DESCRIPTIONS OF THE REGISTRANT, DEPOSITOR, AND<br />

PORTFOLIO COMPANIES<br />

Pruco Life Insurance Company<br />

Pruco Life Insurance Company ("Pruco Life", “us”, “we”, or “our”) is a stock life insurance company, organized on<br />

December 23, 1971 under the laws of the state of Arizona. It is licensed to sell life insurance and annuities in the<br />

District of Columbia, Guam, and in all states except New York. Pruco Life’s principal Executive Office is located at 213<br />

Washington Street, Newark, New Jersey 07102.<br />

The Pruco Life Variable Universal Account<br />

Pruco Life has established a separate account, the Pruco Life Variable Universal Account (the "Account") to hold the<br />

assets that are associated with the Contracts. The Account was established on April 17, 1989 under Arizona law and<br />

is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940 as a<br />

unit investment trust, which is a type of investment company. The Account meets the definition of a "separate account"<br />

under the federal securities laws. The Account holds assets that are segregated from all of Pruco Life's other assets.<br />

Pruco Life is the legal owner of the assets in the Account. Pruco Life will maintain assets in the Account with a total<br />

market value at least equal to the reserve and other liabilities relating to the variable benefits attributable to the<br />

Contracts. In addition to these assets, the Account's assets may include funds contributed by Pruco Life to commence<br />

operation of the Account and may include accumulations of the charges we make against the Account. From time to<br />

time these additional assets will be transferred to Pruco Life's general account. Pruco Life will consider any possible<br />

adverse impact the transfer might have on the Account before making any such transfer.<br />

Income, gains and losses credited to, or charged against, the Account reflect the Account’s own investment experience<br />

and not the investment experience of Pruco Life’s other assets. The assets of the Account may not be charged with<br />

liabilities that arise from any other business Pruco Life conducts.<br />

The obligations to Contract owners and beneficiaries arising under the Contracts are general corporate obligations of<br />

Pruco Life.<br />

Currently, you may invest in one or a combination of 40 available variable investment options. When you choose a<br />

variable investment option, we purchase shares of a mutual fund or a separate investment series of a mutual fund<br />

which are held as an investment for that option. We hold these shares in the Account. We may remove or add<br />

additional variable investment options in the future. The Account’s financial statements are available in the Statement<br />

of Additional Information to this prospectus.<br />

The Funds<br />

Each of these Funds is detailed in separate prospectuses that are provided with this prospectus. You should<br />

read the Fund prospectuses before you decide to allocate assets to the variable investment options using that<br />

Fund. There is no assurance that the investment objectives of the variable investment options will be met.<br />

Listed below are the variable investment options in which the Account invests, their investment objectives, investment<br />

advisers and investment subadvisers:<br />

The <strong>Prudential</strong> Series Fund (the “Series Fund”):<br />

• Diversified Bond Portfolio: The investment objective is a high level of income over a longer term while providing<br />

reasonable safety of capital. The Portfolio normally invests at least 80% of its investable assets in high-grade debt<br />

obligations and high-quality money market investments. The Portfolio may invest up to 20% of its total assets in<br />

debt securities issued outside the U.S., by U.S. or foreign issuers whether or not such securities are denominated<br />

in the U.S. dollar.<br />

• Equity Portfolio: The investment objective is long-term growth of capital. The Portfolio normally invests at least<br />

80% of its investable assets in common stock of major established companies, as well as smaller companies that<br />

we believe offer attractive prospects of appreciation. The Portfolio may invest up to 30% of its total assets in<br />

foreign securities.<br />

• Global Portfolio: The investment objective is long-term growth of capital. The Portfolio invests primarily in<br />

common stocks (and their equivalents) of foreign and U.S. companies.<br />

11


• High Yield Bond Portfolio: The investment objective is a high total return. The Portfolio normally invests at least<br />

80% of its investable assets in high-yield/high-risk debt securities. The Portfolio may invest up to 20% of its total<br />

assets in foreign debt obligations.<br />

• Jennison Portfolio: The investment objective is long-term growth of capital. The Portfolio invests primarily in<br />

equity securities of major, established corporations that we believe offer above-average growth prospects. The<br />

Portfolio may invest up to 30% of its total assets in foreign securities.<br />

• Money Market Portfolio: The investment objective is maximum current income consistent with the stability of<br />

capital and the maintenance of liquidity. The Portfolio invests in high- quality short-term money market instruments<br />

issued by the U.S. Government or its agencies, as well as by corporations and banks, both domestic and foreign.<br />

• Stock Index Portfolio: The investment objective is investment results that generally correspond to the<br />

performance of publicly-traded common stocks. The Portfolio attempts to duplicate the price and yield of the<br />

Standard & Poor’s 500 Composite Stock Price Index (the “S&P 500 Index”) by investing at least 80% of its<br />

investable assets in S&P 500 stocks.<br />

• SP Aggressive Growth Asset Allocation Portfolio: The investment objective is capital appreciation. The<br />

Portfolio invests primarily in domestic equity portfolios and international equity portfolios.<br />

• SP AIM Core Equity Portfolio: The investment objective is growth of capital. The Portfolio invests at least 80% of<br />

its investable assets in equity securities, including convertible securities of established companies that have longterm<br />

above-average growth in earnings, and growth companies that the Portfolio managers believe have the<br />

potential for above-average growth in earnings. The Portfolio may invest up to 25% of its total assets in foreign<br />

securities.<br />

• SP Balanced Asset Allocation Portfolio: The investment objective is to provide a balance between current<br />

income and growth of capital. The Portfolio invests primarily in domestic equity portfolios, fixed income portfolios,<br />

and international equity portfolios.<br />

• SP Conservative Asset Allocation Portfolio: The investment objective is to provide current income with low to<br />

moderate capital appreciation. The Portfolio invests primarily in domestic equity portfolios, fixed income portfolios,<br />

and international equity portfolios.<br />

• SP Davis Value Portfolio: The investment objective is growth of capital. The Portfolio invests primarily in common<br />

stock of U.S. companies with market capitalizations within the market capitalization range of the Russell 1000<br />

Value Index.<br />

• SP Growth Asset Allocation Portfolio: The investment objective is long-term growth of capital with consideration<br />

also given to current income. The Portfolio invests primarily in domestic equity portfolios, fixed income portfolios,<br />

and international equity portfolios.<br />

• SP International Growth Portfolio (formerly SP William Blair International Growth Portfolio): The investment<br />

objective is long-term growth of capital. The Portfolio normally invests at least 65% of its total assets in the<br />

common stock of large and medium-sized foreign companies operating or based in at least five different countries,<br />

which may include countries with emerging markets.<br />

• SP International Value Portfolio (formerly SP LSV International Value Portfolio): The investment objective is longterm<br />

capital appreciation. The Portfolio normally invests at least 80% of its investable assets in equity securities.<br />

• SP Large Cap Value Portfolio: The investment objective is long-term growth of capital. The Portfolio normally<br />

invests at least 80% of its investable assets in common stocks and securities convertible into common stock of<br />

companies with market capitalizations within the market capitalization range of the Russell 1000 Value Index.<br />

• SP Mid Cap Growth Portfolio: The investment objective is long-term growth of capital. The Portfolio normally<br />

invests at least 80% of its investable assets in common stocks and related securities, such as preferred stocks,<br />

convertible securities, and depositary receipts for those securities of companies with above average growth<br />

potential that have market capitalizations within the market capitalization range of the Russell Midcap TM Growth<br />

Index range measured at the time of purchase.<br />

• SP PIMCO High Yield Portfolio: The investment objective is maximum total return, consistent with preservation of<br />

capital and prudent investment management. The Portfolio normally invests at least 80% of its investable assets in<br />

a diversified portfolio of high-yield/high-risk debt securities rated below high grade, but rated at least CCC by<br />

Moody’s Investor Service, Inc. or Standard & Poor’s Ratings Group (“S&P”), or, if unrated, determined by Pacific<br />

Investment Management Company (“PIMCO”) to be of comparable quality, subject to a maximum of 5% of its total<br />

12


assets invested in securities rated CCC. The Portfolio may invest up to 15% of its assets in non - U.S. dollardenominated<br />

securities.<br />

• SP PIMCO Total Return Portfolio: The investment objective is maximum total return, consistent with preservation<br />

of capital and prudent investment management. The Portfolio normally invests at least 65% of its assets in a<br />

diversified portfolio of fixed income instruments of varying maturities.<br />

• SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio: The investment objective is long-term capital appreciation. The<br />

Portfolio normally invests at least 80% of its investable assets in equity securities of small and medium sized U.S.<br />

companies that the adviser believes have the potential for above-average growth.<br />

• SP Small Cap Growth Portfolio: The investment objective is long-term capital growth. The Portfolio normally<br />

invests at least 80% of its investable assets in common stocks of small capitalization companies - those which<br />

have market capitalizations no larger than the largest capitalized company included in the Russell 2000 Index<br />

during the most recent 11- month period, plus the most recent data during the current month.<br />

• SP Small Cap Value Portfolio: The investment objective is long-term growth of capital. The Portfolio normally<br />

invests at least 80% of its investable assets in equity securities of small capitalization companies with market<br />

capitalizations within the market capitalization range of the Russell 2000 Value Index. The Portfolio may invest up<br />

to 25% of its assets in foreign securities.<br />

• SP Strategic Partners Focused Growth Portfolio: The investment objective is long-term growth of capital. The<br />

Portfolio normally invests at least 65% of its total assets in equity and equity-related securities of U.S. companies<br />

that the advisers believe to have strong capital appreciation potential.<br />

• SP T. Rowe Price Large Cap Growth Portfolio: The investment objective is long-term growth of capital. The<br />

Portfolio invests at least 80% of its investable assets in common stocks of large cap companies with market<br />

capitalizations larger than the median market capitalization of companies in the Russell 1000 Growth Index. The<br />

Portfolio may invest up to 15% of its total assets in foreign securities.<br />

Advanced Series Trust:<br />

• AST Cohen & Steers Realty Portfolio: The investment objective is maximum total return through investment in<br />

real estate securities. The Portfolio normally invests at least 80% of its net assets in securities of real estate<br />

related issuers.<br />

• AST DeAm Large-Cap Value Portfolio: The investment objective is maximum growth of capital. The Portfolio<br />

primarily invests at least 80% of its assets in the equity securities of large-sized companies included in the Russell<br />

1000 ® Value Index.<br />

• AST DeAm Small-Cap Value Portfolio: The investment objective is maximum growth of capital. The Portfolio<br />

primarily invests at least 80% of its assets in the equity securities of small-sized companies included in the Russell<br />

2000 ® Value Index.<br />

• AST Federated Aggressive Growth Portfolio: The investment objective is capital growth. The Portfolio primarily<br />

invests in the stocks of small companies that are traded on national securities exchanges, the NASDAQ stock<br />

exchange, and the over-the-counter market.<br />

• AST Goldman Sachs Mid-Cap Growth Portfolio: The investment objective is long-term growth of capital. The<br />

Portfolio primarily invests at least 80% of its assets in equity securities of medium sized companies that are within<br />

the range of companies in the Russell Midcap ® Growth Index.<br />

• AST JPMorgan International Equity Portfolio: The investment objective is capital growth. The Portfolio invests<br />

at least 80% of its assets in a diversified portfolio of equity securities of companies located or operating in<br />

developed non-U.S. countries and emerging markets of the world.<br />

• AST Marsico Capital Growth Portfolio: The investment objective is capital growth. The Portfolio primarily<br />

invests in common stocks of large capitalization companies within the market capitalization range of the Russell<br />

1000 ® Growth Index.<br />

• AST MFS Global Equity Portfolio: The investment objective is capital growth. The Portfolio normally invests at<br />

least 80% of its assets in equity securities of issuers located in the U.S. and foreign countries, including issuers in<br />

developing countries with relatively large market capitalizations relative to the market in which they are traded.<br />

13


• AST MFS Growth Portfolio: The investment objective is long-term growth of capital and future income. The<br />

Portfolio invests at least 80% of its net assets in common stocks and related securities, such as preferred stocks,<br />

convertible securities and depositary receipts, of companies that the subadviser believes offer better than average<br />

prospects for long-term growth.<br />

• AST Neuberger Berman Mid-Cap Growth Portfolio: The investment objective is capital growth. The Portfolio<br />

invests at least 80% of its assets in the common stocks of mid-capitalization companies that fall within the range of<br />

the Russell Midcap ® Growth Index.<br />

• AST Neuberger Berman Small-Cap Growth Portfolio (formerly AST DeAm Small-Cap Growth Portfolio): The<br />

investment objective is maximum growth of capital. The Portfolio primarily invests at least 80% of its assets in the<br />

equity securities of small-sized companies included in the Russell 2000 ® Growth Index.<br />

• AST PIMCO Limited Maturity Bond Portfolio: The investment objective is maximum total return consistent with<br />

preservation of capital. The Portfolio invests at least 80% of its assets in a diversified portfolio of fixed-income<br />

securities of varying maturities.<br />

• AST Small-Cap Value Portfolio: The investment objective is long-term capital growth. The Portfolio normally<br />

invests at least 80% of the value of its assets in small capitalization companies within the market capitalization<br />

range of the Russell 2000 ® Value Index.<br />

• AST T. Rowe Price Global Bond Portfolio: The investment objective is high current income and capital growth.<br />

The Portfolio invests at least 80% of its assets in fixed-income securities, in all types of high quality bonds,<br />

including those issued or guaranteed by U.S. or foreign governments or their agencies and by foreign authorities,<br />

provinces and municipalities, as well as investment grade corporate bonds and mortgage and asset-backed<br />

securities and high-yield bonds of U.S. and foreign issuers.<br />

• AST T. Rowe Price Natural Resources Portfolio: The investment objective is capital growth. The Portfolio<br />

primarily invests at least 80% of its assets in the common stocks of natural resource companies.<br />

• AST UBS Dynamic Alpha Portfolio (formerly AST Global Allocation Portfolio): The investment objective is to<br />

maximize total returns of capital appreciation and current income. The Portfolio will be a multi asset-class fund and<br />

may invest in, but is not limited to: U.S. equities, non-U.S. equities, emerging market equities, U.S. fixed-income,<br />

non-U.S. fixed-income, emerging market debt, U.S. high-yield fixed-income, and cash equivalents, including global<br />

currencies.<br />

<strong>Prudential</strong> Investments LLC (“PI”), a wholly-owned subsidiary of <strong>Prudential</strong> Financial, Inc., serves as the overall<br />

investment manager for the Series Fund. PI will furnish investment advisory services and administrative services in<br />

connection with the management of the Series Fund portfolios under a “manager-of-managers” approach. Under this<br />

structure, PI is authorized to select (with approval of the Series Fund’s independent directors) one or more subadvisers<br />

to handle the actual day-to-day investment management of each Portfolio. PI is located at Gateway Center Three, 100<br />

Mulberry Street, Newark, New Jersey 07102-4077.<br />

AST Investment Service, Inc., D/B/A AST serves as the investment manager for the portfolios of the Advanced Series<br />

Trust (“AST”). AST Investment Service Inc. will furnish investment advisory services and administrative services in<br />

connection with the management of the AST portfolios. AST Investment Service Inc. is authorized to select (with<br />

approval of the Funds’ independent directors) one or more subadvisers to handle the actual day-to-day investment<br />

management of each AST Portfolio. AST Investment Service Inc. is located at One Corporate Drive, Shelton,<br />

Connecticut 06484.<br />

Jennison Associates LLC (“Jennison”), an indirect, wholly-owned subsidiary of <strong>Prudential</strong> Financial, Inc., serves as the<br />

subadviser for the Jennison Portfolio and the SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio. Jennison also serves as a<br />

subadviser for approximately 50% of the assets of the Equity Portfolio and for a portion of the SP Strategic Partners<br />

Focused Growth Portfolio. Jennison is located at 466 Lexington Avenue, New York, New York 10017.<br />

<strong>Prudential</strong> Investment Management, Inc. (“PIM”), an indirect, wholly-owned subsidiary of <strong>Prudential</strong> Financial, Inc.,<br />

serves as the subadviser for the Diversified Bond Portfolio, the High Yield Bond Portfolio, and the Money Market<br />

Portfolio. PIM is located at Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102.<br />

Quantitative Management Associates LLC (“QMA”), a wholly-owned subsidiary of PIM, serves as the subadviser for the<br />

Stock Index Portfolio. QMA is located at Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102.<br />

A I M Capital Management, Inc. ("A I M Capital") serves as the subadviser for the SP AIM Core Equity Portfolio. A I M<br />

Capital is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.<br />

14


AllianceBernstein, L.P. ("AllianceBernstein") serves as a subadviser for a portion of the assets of the SP Strategic<br />

Partners Focused Growth Portfolio. AllianceBernstein is located at 1345 Avenue of the Americas, New York, New York<br />

10105.<br />

Calamos Advisors LLC (“Calamos”) serves as the subadviser for the SP Mid Cap Growth Portfolio. Calamos, a<br />

registered investment advisor, is a wholly-owned subsidiary of Calamos Holdings LLC. Calamos is located at 2020<br />

Calamos Court, Naperville, Illinois 60563-2787.<br />

ClearBridge Advisors, LLC (“ClearBridge”) serves as a subadviser for approximately 50% of the assets of the Equity<br />

Portfolio and serves as a subadviser for a portion of the assets of the SP Small Cap Value Portfolio and the AST Small-<br />

Cap Value Portfolio. ClearBridge is located at 100 Light Street, Baltimore, Maryland 21202.<br />

Cohen & Steers Capital Management, Inc. (“Cohen & Steers”) serves as the subadviser for the AST Cohen & Steers<br />

Realty Portfolio. Cohen & Steers is located at 280 Park Avenue, New York, New York 10017.<br />

Davis Advisers (“Davis”) serves as the subadviser for the SP Davis Value Portfolio. Davis is located at 2949 East<br />

Elvira Road, Suite 101, Tucson, Arizona 85706.<br />

Deutsche Investment Management Americas, Inc. (“DIMA”) serves as the subadviser for the AST DeAM Large-Cap<br />

Value Portfolio and the AST DeAM Small-Cap Value Portfolio. DIMA is located at 345 Park Avenue, New York, New<br />

York 10154.<br />

Dreman Value Management LLC (“Dreman”) serves as a subadviser for approximately 30% of the assets of the SP<br />

Large Cap Value Portfolio. Dreman is located at Harborside Financial Center, Plaza 10, Suite 800, Jersey City, New<br />

Jersey 07311.<br />

Eagle Asset Management (“Eagle”) serves as a subadviser for approximately 50% of the assets of the SP Small Cap<br />

Growth Portfolio. Eagle is a wholly-owned subsidiary of Raymond James Financial, Inc. Eagle is located at 880<br />

Carillon Parkway, St. Petersburg, Florida 33733.<br />

Federated Equity Management Company of Pennsylvania (“Federated Equity”) is the subadviser for the AST<br />

Federated Aggressive Growth Portfolio. Federated Equity is located at Federated Investors Tower, Pittsburgh,<br />

Pennsylvania 15222-3779.<br />

Goldman Sachs Asset Management, L.P. (“GSAM”) serves as the subadviser for the AST Goldman Sachs Mid-Cap<br />

Growth Portfolio and serves as a subadviser for a portion of the assets of the SP Small Cap Value Portfolio. GSAM is<br />

a unit of the Investment Management Division of Goldman, Sachs & Co. (“Goldman Sachs”). GSAM is located at 32<br />

Old Slip, 23rd Floor, New York, New York 10005.<br />

Hotchkis and Wiley Capital Management LLC (“Hotchkis and Wiley”) serves as a subadviser for approximately 20% of<br />

the assets of the SP Large Cap Value Portfolio. Hotchkis and Wiley is a registered investment adviser. Hotchkis and<br />

Wiley is located at 725 South Figueroa Street, 39 th Floor, Los Angeles, California 90017-5439.<br />

J.P. Morgan Investment Management, Inc. (“J.P. Morgan”) serves as a subadviser for approximately 50% of the assets<br />

of the SP Large Cap Value Portfolio. J.P. Morgan also serves as the subadviser for the AST JPMorgan International<br />

Equity Portfolio and as a subadviser for a portion of the assets of the AST Small-Cap Value Portfolio. J.P. Morgan is<br />

an indirect, wholly-owned subsidiary of J.P. Morgan Chase & Co., a publicly held bank holding company and global<br />

financial services firm. J.P. Morgan is located at 245 Park Avenue, New York, New York 10167.<br />

Lee Munder Investments, Ltd. (“Lee Munder”) serves as a subadviser for a portion of the AST Small-Cap Value<br />

Portfolio. Lee Munder is located at 200 Clarendon Street, Boston, Massachusetts 02116.<br />

LSV Asset Management (“LSV”) serves as the subadviser for the SP International Value Portfolio and serves as a<br />

subadviser for approximately 25% of the assets of the Global Portfolio. LSV is located at One North Wacker Drive,<br />

Suite 4000, Chicago, Illinois 60606.<br />

Marsico Capital Management, LLC (“Marsico”) serves as the subadviser for the AST Marsico Capital Growth Portfolio.<br />

Marsico also serves as a subadviser for a portion of the assets of the SP International Growth Portfolio and serves as a<br />

subadviser for approximately 25% of the assets of the Global Portfolio. Marsico is an indirect, wholly-owned indirect<br />

subsidiary of Bank of America Corporation. Marsico is located at 1200 17 th Street, Suite 1600, Denver, Colorado<br />

80202.<br />

Massachusetts Financial Services Company (“MFS”) serves as the subadviser for the AST MFS Global Equity Portfolio<br />

and the AST MFS Growth Portfolio. MFS is located at 500 Boylston Street, Boston, Massachusetts 02116.<br />

15


Neuberger Berman Management, Inc. (“Neuberger Berman”) serves as a subadviser for approximately 50% of the<br />

assets of the SP Small Cap Growth Portfolio. Neuberger Berman also serves as the subadviser for the AST Neuberger<br />

Berman Mid-Cap Growth Portfolio and the AST Neuberger Berman Small-Cap Growth Portfolio. Neuberger Berman is<br />

a wholly owned subsidiary of Neuberger Berman Inc. (“NBI”), which is a wholly-owned subsidiary of Lehman Brothers<br />

Holdings Inc. ("LBHI"). Neuberger Berman is located at 605 Third Avenue, New York, New York 10158.<br />

Pacific Investment Management Company LLC (“PIMCO”) serves as the subadviser for the SP PIMCO High Yield<br />

Portfolio, the SP PIMCO Total Return Portfolio, and the AST PIMCO Limited Maturity Bond Portfolio. PIMCO is a<br />

majority-owned subsidiary of Allianz Global Investors of America L.P. (“AGI LP”). PIMCO is located at 840 Newport<br />

Center Drive, Newport Beach, California 92660.<br />

T. Rowe Price Associates, Inc. (“T. Rowe Price”) serves as the subadviser for the SP T. Rowe Price Large Cap Growth<br />

Portfolio and the AST T. Rowe Price Natural Resources Portfolio. T. Rowe Price also serves as a subadviser for<br />

approximately 25% of the assets of the Global Portfolio. T. Rowe Price is located at 100 East Pratt Street, Baltimore,<br />

Maryland 21202.<br />

T. Rowe Price International, Inc. (“T. Rowe International”) serves as the subadviser for the AST T. Rowe Price Global<br />

Bond Portfolio. T. Rowe International is located at 100 East Pratt Street, Baltimore, Maryland 21202.<br />

Thornburg Investment Management, Inc. (“Thornburg”) serves as a subadviser for a portion of the assets of the SP<br />

International Value Portfolio. Thornburg is located at 119 East Marcy Street, Santa Fe, New Mexico 87501.<br />

UBS Global Asset Management (Americas), Inc. (“UBS”) serves as the subadviser for the AST UBS Dynamic Alpha<br />

Portfolio. UBS is an indirect wholly owned subsidiary of UBS AG and a member of the UBS Global Asset Management<br />

Division. UBS is located at One North Wacker Drive, Chicago, Illinois 60606.<br />

William Blair & Company LLC (“William Blair”) serves as a subadviser for a portion of the assets of the SP International<br />

Growth Portfolio and serves as a subadviser for approximately 25% of the assets of the Global Portfolio. William Blair<br />

is located at 222 West Adams Street, Chicago, Illinois 60606.<br />

The SP Aggressive Growth Asset Allocation Portfolio, the SP Balanced Asset Allocation Portfolio, the SP Conservative<br />

Asset Allocation Portfolio, and the SP Growth Asset Allocation Portfolio, each invests only in shares of other underlying<br />

Series Fund portfolios, which are managed by the subadvisers of those portfolios.<br />

The investment advisers or subadvisers for the Funds charge a daily investment management fee as compensation for<br />

their services. These fees are more fully described in the prospectus for each Fund.<br />

In the future, it may become disadvantageous for separate accounts of variable life insurance and variable annuity<br />

contracts to invest in the same underlying variable investment options. Neither the companies that invest in the Funds<br />

nor the Funds currently foresee any such disadvantage. The Board of Directors for each Fund intends to monitor<br />

events in order to identify any material conflict between variable life insurance and variable annuity Contract owners<br />

and to determine what action, if any, should be taken. Material conflicts could result from such things as:<br />

(1) changes in state insurance law;<br />

(2) changes in federal income tax law;<br />

(3) changes in the investment management of any variable investment option; or<br />

(4) differences between voting instructions given by variable life insurance and variable annuity Contract owners.<br />

A fund or portfolio may have a similar name, investment objective, or investment policy resembling those of a mutual<br />

fund managed by the same investment adviser or subadviser that is sold directly to the public. Despite such<br />

similarities, there can be no assurance that the investment performance of any such fund or portfolio will resemble that<br />

of the publicly available mutual fund.<br />

Service Fees Payable to Pruco Life<br />

Pruco Life has entered into agreements with the investment adviser or distributor of the underlying funds. Under the<br />

terms of these agreements, Pruco Life provides administrative and support services to the portfolios for which it<br />

receives an annual fee that, as of May 1, 2007, ranges from 0.05% to 0.10% of the average assets allocated to the<br />

Fund or portfolio under the Contract from the investment adviser, distributor and/or the Fund. These agreements,<br />

including the fees paid and services provided, can vary for each underlying mutual fund whose portfolios are offered as<br />

investment options.<br />

16


Voting Rights<br />

We are the legal owner of the shares of the mutual funds associated with the variable investment options. However,<br />

we vote the shares of the mutual funds according to voting instructions we receive from Contract owners. We will mail<br />

you a proxy, which is a form you need to complete and return to us, to tell us how you wish us to vote. When we<br />

receive those instructions, we will vote all of the shares we own on your behalf in accordance with those instructions.<br />

We vote shares for which we do not receive instructions, and any other shares that we own in our own right, in the<br />

same proportion as the shares for which instructions are received. We may change the way your voting instructions<br />

are calculated if it is required by federal or state regulation. We may also elect to vote shares that we own in our own<br />

right if the applicable federal securities laws or regulations, or their current interpretation, change so as to permit us to<br />

do so.<br />

We may, if required by state insurance regulations, disregard voting instructions if they would require shares to be<br />

voted so as to cause a change in the sub-classification or investment objectives of one or more variable investment<br />

options or to approve or disapprove an investment advisory contract for the Fund. In addition, we may disregard voting<br />

instructions that would require changes in the investment policy or investment adviser of one or more of the variable<br />

investment options, provided that we reasonably disapprove such changes in accordance with applicable federal or<br />

state regulations. If we disregard Contract owner voting instructions, we will advise Contract owners of our action and<br />

the reasons for such action in the next available annual or semi-annual report.<br />

Substitution of Variable Investment Options<br />

We may substitute one or more of the variable investment options. We may also cease to allow investments in any<br />

existing variable investment options. We do this only if events such as investment policy changes or tax law changes<br />

make a variable investment option unsuitable. We would not do this without the approval of the Securities and<br />

Exchange Commission and necessary state insurance department approvals. You will be given specific notice in<br />

advance of any substitution we intend to make.<br />

The Fixed Rate Option<br />

You may choose to invest, initially or by transfer, all or part of your Contract Fund to the fixed rate option. This amount<br />

becomes part of Pruco Life's general account. The general account consists of all assets owned by Pruco Life other<br />

than those in the Account and in other separate accounts that have been or may be established by Pruco Life. Subject<br />

to applicable law, Pruco Life has sole discretion over the investment of the general account assets, and Contract<br />

owners do not share in the investment experience of those assets. Instead, Pruco Life guarantees that the part of the<br />

Contract Fund allocated to the fixed rate option will accrue interest daily at an effective annual rate that Pruco Life<br />

declares periodically, but not less than an effective annual rate of 3%. Pruco Life is not obligated to credit interest at a<br />

rate higher than an effective annual rate of 3%, although we may do so.<br />

Transfers out of the fixed rate option are subject to strict limits. See Transfers/Restrictions on Transfers. The<br />

payment of any cash surrender value attributable to the fixed rate option may be delayed up to six months. See When<br />

Proceeds Are Paid.<br />

Because of exemptive and exclusionary provisions, interests in the fixed rate option under the Contract have not been<br />

registered under the Securities Act of 1933 and the general account has not been registered as an investment<br />

company under the Investment Company Act of 1940. Accordingly, interests in the fixed rate option are not subject to<br />

the provisions of these Acts, and Pruco Life has been advised that the staff of the SEC has not reviewed the disclosure<br />

in this prospectus relating to the fixed rate option. Any inaccurate or misleading disclosure regarding the fixed rate<br />

option may, however, be subject to certain generally applicable provisions of federal securities laws.<br />

CHARGES AND EXPENSES<br />

The total amount invested in the Contract Fund, at any time, consists of the sum of the amount credited to the variable<br />

investment options, the amount allocated to the fixed rate option, plus any interest credited on amounts allocated to the<br />

fixed rate option, and the principal amount of any Contract loan plus the amount of interest credited to the Contract<br />

upon that loan. See Loans. Most charges, although not all, are made by reducing the Contract Fund.<br />

In several instances we use the terms "maximum charge" and "current charge." The "maximum charge", in each<br />

instance, is the highest charge that we may make under the Contract. The "current charge", in each instance, is the<br />

amount that we now charge, which may be lower than maximum charges. If circumstances change, we reserve the<br />

right to increase each current charge, up to the maximum charge, without giving any advance notice.<br />

Current charges deducted from premium payments and the Contract Fund may change from time to time, subject to<br />

maximum charges. In deciding whether to change any of these current charges, we will periodically consider factors<br />

17


such as mortality, persistency, expenses, taxes and interest and/or investment experience to see if a change in our<br />

assumptions is needed. Premium based administrative charges will be set at one rate for all Contracts like this one.<br />

Changes in other charges will be by class. We will not recoup prior losses or distribute prior gains by means of these<br />

changes.<br />

This section provides a more detailed description of each charge that is described briefly in the charts beginning on<br />

page 1.<br />

Sales Load Charges<br />

We may charge up to 6% of premiums paid for sales expenses in all Contract years. This charge, often called a “sales<br />

load”, is deducted to compensate us for the costs of selling the Contracts, including commissions, advertising and the<br />

printing and distribution of prospectuses and sales literature.<br />

The current sales load charge for Contracts issued on or after October 17, 2005 (in states where it is approved) is 4%<br />

in Contract years one through four and 3% in Contract years five through 10 of premiums paid up to the amount of the<br />

Sales Load Target Premium. We also charge 3.5% in Contract years one through four and 2.5% in Contract years five<br />

through 10 of premiums paid in excess of this amount (or the first 10 years of a coverage segment representing an<br />

increase in basic insurance amount). We do not make a sales load charge after the tenth Contract year.<br />

Contracts issued prior to October 17, 2005 (or subsequent state approval), are charged 4% of premiums paid up to the<br />

amount of the Sales Load Target Premium and 2% of premiums paid in excess of this amount for the first 10 Contract<br />

years (or the first 10 years of a coverage segment representing an increase in basic insurance amount). We do not<br />

make a sales load charge after the tenth Contract year.<br />

The Sales Load Target Premium may vary from the No-Lapse Guarantee Premium, depending on the issue age and<br />

rating class of the insured, any extra risk charges, or additional riders. See PREMIUMS.<br />

Paying more than the Sales Load Target Premium in any of the first 10 Contract years could reduce your total sales<br />

load. For example, assume that a Contract issued on or after October 17, 2005, in a state where it is approved, with no<br />

riders or extra insurance charges, has a Sales Load Target Premium of $884.00 and the Contract owner would like to<br />

pay 10 premiums. If the Contract owner paid $1,768 (two times the amount of the Sales Load Target Premium) in<br />

every other Contract year up to the ninth year (i.e. in years 1, 3, 5, 7, 9), the total sales load charge would be $278.46.<br />

If the Contract owner paid $884.00 in each of the first 10 Contract years, the total sales load would be $300.56. The<br />

total sales load charge for Contracts issued prior to October 17, 2005 (or subsequent state approval), under the same<br />

circumstances, would be $265.20 and $353.60, respectively.<br />

Attempting to structure the timing and amount of premium payments to reduce the potential sales load may increase<br />

the risk that your Contract will lapse without value. Delaying the payment of premium amounts to later years will<br />

adversely affect the No-Lapse Guarantee if the accumulated premium payments do not reach the No-Lapse Guarantee<br />

Values shown on your Contract Data pages. See No-Lapse Guarantee. In addition, there are circumstances where<br />

payment of premiums that are too large may cause the Contract to be characterized as a Modified Endowment<br />

Contract, which could be significantly disadvantageous. See Tax Treatment of Contract Benefits.<br />

Premium Based Administrative Charge<br />

We may charge up to 7.5% for a premium based administrative charge, which includes any federal, state or local<br />

income, premium, excise, business tax or any other type of charge (or component thereof) measured by or based upon<br />

the amount of premium we receive.<br />

This charge is made up of two parts, which currently equal a total of 3.75% of the premiums received.<br />

The first part is a charge for state and local premium taxes. The current amount for this first part is 2.5% of the<br />

premium and is our estimate of the average burden of state taxes generally. Tax rates vary from jurisdiction to<br />

jurisdiction and generally range from 0% to 5% (but may exceed 5% in some instances). The rate applies uniformly to<br />

all Contract owners without regard to location of residence. We may collect more for this charge than we actually pay<br />

for state and local premium taxes.<br />

The second part is a charge for federal income taxes measured by premiums. The current amount for this second part<br />

is 1.25% of the premium. We believe that this charge is a reasonable estimate of an increase in Pruco Life’s federal<br />

income taxes resulting from a change in the Internal Revenue Code. It is intended to recover this increased tax.<br />

Under current law, we may incur state and local taxes (in addition to premium taxes) in several states. Currently, these<br />

taxes are not significant and they are not charged against the Account. If there is a material change in the applicable<br />

state or local tax laws, we may impose a corresponding charge against the Account.<br />

18


Cost of Insurance<br />

We deduct, monthly, a cost of insurance ("COI") charge proportionately (or as you directed, see Allocated Charges)<br />

from the dollar amounts held in each of the chosen investment options. The purpose of this charge is to provide<br />

insurance coverage. When an insured dies, the amount payable to the beneficiary (assuming there is no Contract<br />

debt) is larger than the Contract Fund - significantly larger if the insured dies in the early years of a Contract. The cost<br />

of insurance charges collected from all Contract owners enables us to pay this larger death benefit. The maximum COI<br />

charge is determined by multiplying the amount by which the Contract’s death benefit exceeds the Contract Fund ("net<br />

amount at risk") under a Contract by maximum COI rates.<br />

The net amount at risk is affected by factors such as: investment performance, premium payments, and charges. The<br />

maximum COI rates are based upon the 1980 Commissioners Standard Ordinary ("CSO") Mortality Tables and an<br />

insured's current attained age, sex (except where unisex rates apply), smoker/nonsmoker status, and extra rating<br />

class, if any. At most ages, our current COI rates are lower than the maximum rates. Current COI charges range from<br />

$0.03 to $83.34 per $1,000 of net amount at risk. For additional information regarding COI charges where there are<br />

two or more coverage segments in effect, see Increases in Basic Insurance Amount.<br />

Monthly Deductions from the Contract Fund<br />

We deduct the following monthly charges proportionately from the dollar amounts held in each of the chosen<br />

investment option[s] or you may select up to two variable investment options from which we deduct your Contract's<br />

monthly charges. See Allocated Charges.<br />

(a) We deduct an administrative charge based on the basic insurance amount. This charge is made up of two parts<br />

and is intended to compensate us for things like processing claims, keeping records, and communicating with<br />

Contract owners. Currently, the first part is $30 per Contract for the first Contract year and $9 per Contract<br />

thereafter. Currently, the second part is an amount of up to $1.40 per $1,000 of the basic insurance amount for the<br />

first six Contract years and zero thereafter. The amount per $1,000 of basic insurance amount varies by sex, issue<br />

age, smoker/nonsmoker status, and extra rating class, if any.<br />

(b) If the Contract includes a coverage segment representing an increase in basic insurance amount, we deduct $12<br />

per segment representing an increase in basic insurance amount for the first two years of each coverage segment<br />

and zero thereafter; plus, we currently charge up to $1.40 per $1,000 of each coverage segment for an increase in<br />

basic insurance amount for the first six years from the effective date of the increase and zero thereafter. The<br />

amount per $1,000 of increase in basic insurance amount varies by sex, issue age, smoker/nonsmoker status,<br />

extra rating class, if any, and the effective date of the increase.<br />

In either of the instances described above, the highest charge per thousand is $1.40 and applies to male, smoker<br />

and nonsmoker above age 74 at certain rating classes. The lowest charge per thousand is $0.04 and applies to<br />

female age 0-14, nonsmoker at certain rating classes. The amount of the maximum charge that applies to a<br />

particular Contract is shown on the Contract Data pages under the heading “Adjustments to the Contract Fund.”<br />

The following table provides sample per thousand charges:<br />

Issue Age<br />

Male Male Female Female<br />

nonsmoker Smoker nonsmoker Smoker<br />

35 $0.16 $0.22 $0.12 $0.15<br />

45 $0.27 $0.31 $0.21 $0.26<br />

55 $0.48 $0.58 $0.36 $0.44<br />

65 $0.88 $1.10 $0.70 $0.80<br />

(c) You may add one or more riders to the Contract. Some riders are charged for separately. If you add such a rider<br />

to the basic Contract, additional charges will be deducted. See Charges for Optional Rider Coverage.<br />

(d) If an insured is in a substandard risk classification (for example, a person with a health condition), additional<br />

charges will be deducted.<br />

The earnings of the Account are taxed as part of the operations of Pruco Life. Currently, no charge is being made to<br />

the Account for Pruco Life’s federal income taxes, other than the 1.25% charge for federal income taxes measured by<br />

premiums. See Premium Based Administrative Charge. We periodically review the question of a charge to the<br />

Account for Pruco Life’s federal income taxes. We may charge such a fee in the future for any federal income taxes<br />

that would be attributable to the Contracts.<br />

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Daily Deduction from the Variable Investment Options<br />

Each day we deduct a charge from the assets of the variable investment options in an amount equivalent to an<br />

effective annual rate of up to 0.45%. Currently, we charge 0.10%. This charge is intended to compensate us for<br />

assuming mortality and expense risks under the Contract. The mortality risk we assume is that insureds may live for<br />

shorter periods of time than we estimated when mortality charges were determined. The expense risk we assume is<br />

that expenses incurred in issuing and administering the Contract will be greater than we estimated in fixing our<br />

administrative charges. This charge is not assessed against amounts allocated to the fixed rate option.<br />

Surrender Charges<br />

We assess a surrender charge if, during the first 10 Contract years (or during the first 10 years of a coverage segment<br />

representing an increase in basic insurance amount), the Contract lapses, is surrendered, or the basic insurance<br />

amount is decreased (including as a result of a withdrawal or a death benefit type change). These surrender charges<br />

compensate us for costs associated with the Contracts, such as: processing applications, conducting examinations,<br />

determining insurability and the insured’s rating class, and establishing records. The surrender charge is a percentage<br />

of the first year’s Sales Load Target Premium, less premiums for riders, and is determined at the time the Contract is<br />

issued. A separate surrender charge is based on the first year’s Sales Load Target Premium for each new coverage<br />

segment and is determined at the time each new coverage segment is issued. The percentage and duration of a<br />

surrender charge vary by issue age. For all issue ages 0-45, with Contracts issued on or after October 17, 2005 (in<br />

states where it is approved), the maximum first year percentage is 100% of the Sales Load Target Premium, less<br />

premiums for riders, and is reduced to zero by the end of the 10 th Contract year. While the amount of the surrender<br />

charge decreases over time, it may be a substantial portion of, or even equal to, your Contract Fund.<br />

The chart below shows maximum percentages for all ages at the beginning of the first Contract year and the end of the<br />

last Contract year that a surrender charge may be payable. We do not deduct a surrender charge from the death<br />

benefit if the insured dies during this period. A schedule showing maximum surrender charges for a full surrender<br />

occurring each year that a surrender charge may be payable is found in the Contract Data pages of your Contract.<br />

Issue Age<br />

Percentages for Determining Surrender Charges<br />

Percentage of Sales Load Target<br />

Premium, less premiums for<br />

riders, at start of year 1<br />

Reduces to zero at the end<br />

of year<br />

0-45 100% (90%*) 10 (10*)<br />

46-48 100% (90%*) 10 (9*)<br />

49 100% (90%*) 10 (8*)<br />

50-52 90% (75%*) 10 (8*)<br />

53-55 90% (75%*) 10 (7*)<br />

56-60 90% (75%*) 10 (5*)<br />

61-63 65% (45%*) 10 (5*)<br />

64-65 65% (45%*) 10 (4*)<br />

66-67 55% (40%*) 10 (4*)<br />

68-85 55% (40%*) 10 (3*)<br />

86 and above 40%* 3*<br />

* Applies to Contracts issued prior to October 17, 2005 (or subsequent state approval), reducing annually to the end of<br />

each specified year.<br />

We will show a surrender charge threshold for each coverage segment in the Contract Data pages. This threshold<br />

amount is the segment’s lowest coverage amount since its effective date. If during the first 10 Contract years (or<br />

during the first 10 years of a coverage segment representing an increase in basic insurance amount), the basic<br />

insurance amount is decreased (including as a result of a withdrawal or a change in type of death benefit), and the new<br />

basic insurance amount for any coverage segment is below the threshold for that segment, we will deduct a<br />

percentage of the surrender charge for that segment. The percentage will be the amount by which the new coverage<br />

segment is less than the threshold, divided by the basic insurance amount at issue. After this transaction, the threshold<br />

will be updated and a corresponding new surrender charge schedule will also be determined to reflect that portion of<br />

surrender charges deducted in the past.<br />

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Transaction Charges<br />

(a) We may charge a transaction fee of up to $25 for each transfer exceeding 12 in any Contract year.<br />

(b) We currently charge a transaction fee equal to the lesser of $25 and 2% of the withdrawal amount in connection<br />

with each withdrawal.<br />

(c) We may charge a transaction fee of up to $25 for any change in basic insurance amount.<br />

(d) We may charge a transaction fee of up to $25 for any change in the Target Term Rider coverage amount for<br />

Contracts with this rider.<br />

(e) We currently charge a transaction fee of $150 for Living Needs Benefit payments.<br />

Allocated Charges<br />

You may select up to two variable investment options from which we deduct your Contract's monthly charges. Monthly<br />

charges include: (1) monthly administrative charges, (2) COI charges, (3) any rider charges, and (4) any charge for<br />

substandard risk classification. Allocations must be designated in whole percentages and total 100%. For example,<br />

33% can be selected but 331/3% cannot. The fixed rate option is not available as one of your allocation options. See<br />

Monthly Deductions from the Contract Fund.<br />

If there are insufficient funds in one or both of your selected variable investment options to cover the monthly charges,<br />

the selected variable investment option(s) will be reduced to zero. Any remaining charge will be deducted from your<br />

other variable investment options and the fixed rate option proportionately to the dollar amount in each. Furthermore, if<br />

you do not specify an allocation of monthly charges, we will deduct monthly charges proportionately from all your<br />

variable investment options and the fixed rate option.<br />

Charges After Age 100<br />

Beginning on the first Contract anniversary on or after the insured’s 100 th birthday, we will no longer accept premiums<br />

or deduct monthly charges from the Contract Fund. You may continue the Contract until the insured's death, or until<br />

you surrender the Contract for its cash surrender value. You may continue to make transfers, loans and withdrawals,<br />

subject to the limitations on these transactions described elsewhere in this prospectus. We will continue to make daily<br />

deductions for mortality and expense risk charges, and investment advisory fees if you have amounts in the variable<br />

investment options. Any Contract loan will remain outstanding and continue to accrue interest until it is repaid.<br />

Portfolio Charges<br />

We deduct charges from and pay expenses out of the variable investment options as described in the Fund<br />

prospectuses.<br />

Charges for Optional Rider Coverage<br />

• Accidental Death Benefit Rider - We deduct a monthly charge for this rider, which provides an additional death<br />

benefit if the insured’s death is accidental. The current charge ranges from $0.05 to $0.28 per $1,000 of coverage<br />

based on issue age and sex of the insured, and is charged until the first Contract anniversary on or after the<br />

insured’s 100 th birthday.<br />

• Children Level Term Rider - We deduct a monthly charge for this rider, which provides term life insurance on all<br />

dependent children that are covered under this rider. The current charge is $0.42 per $1,000 of coverage and is<br />

charged until the earliest of: the primary insured’s death, and the first Contract anniversary on or after the primary<br />

insured’s 75 th birthday, or you notify us to discontinue the rider coverage.<br />

• Enhanced Disability Benefit Rider - We deduct a monthly charge for this rider, which provides invested premium<br />

amounts while the insured is totally disabled. The current charge is based on issue age, issue date, sex, and<br />

underwriting class of the insured. It ranges from 7.08% to 12.16%* for Contracts issued on or after October 17,<br />

2005 (in states where it is approved) of the greater of: 9% of the Contract's Limited No-Lapse Guarantee Premium<br />

and the total of all monthly deductions, and is charged until the first Contract anniversary on or after the insured’s<br />

60 th birthday.<br />

* It ranges from 7.08% to 10.39% for Contracts issued prior to October 17, 2005 (or subsequent state approval)<br />

and is based on issue age, sex, and underwriting class.<br />

21


• Target Term Rider - We may deduct a monthly charge for the administration of this rider, which provides a flexible<br />

term insurance benefit to attained age 100 on the life of the insured. We currently deduct a Cost of Insurance<br />

(“COI”) charge for this rider, which ranges from $0.01 to $83.34** per $1,000 of rider death benefit for Contracts<br />

issued on or after October 17, 2005 (in states where it is approved), which is generally lower than the COI charge<br />

per $1,000 deducted for the basic insurance amount, and is based on rider coverage duration, issue age, issue<br />

date, sex, and underwriting class of the insured. We currently do not deduct the monthly charge for the<br />

administration of this rider.<br />

** It ranges from $0.02 to $83.34 for Contracts issued prior to October 17, 2005 (or subsequent state approval) and<br />

is based on rider duration, issue age, sex, and underwriting class of the insured.<br />

• Living Needs Benefit Rider - We deduct a $150 fee for this rider only if benefits are paid.<br />

Contract Owner<br />

PERSONS HAVING RIGHTS UNDER THE CONTRACT<br />

Generally, the Contract owner is the insured. There are circumstances when the Contract owner is not the insured. There<br />

may also be more than one Contract owner. If the Contract owner is not the insured or there is more than one Contract<br />

owner, they will be named in an endorsement to the Contract. This ownership arrangement will remain in effect unless you<br />

ask us to change it.<br />

You may change the ownership of the Contract by sending us a request in a form that meets our needs. We may ask<br />

you to send us the Contract to be endorsed. If we receive your request in a form that meets our needs, and the<br />

Contract if we ask for it, we will file and record the change, and it will take effect as of the date we receive your request.<br />

While the insured is living, the Contract owner is entitled to any Contract benefit and value. Only the Contract owner is<br />

entitled to exercise any right and privilege granted by the Contract or granted by us. For example, the Contract owner<br />

is entitled to surrender the Contract, access Contract values through loans or withdrawals, assign the Contract, and to<br />

name or change the beneficiary.<br />

Beneficiary<br />

The beneficiary is entitled to receive any benefit payable on the death of the insured. You may designate or change a<br />

beneficiary by sending us a request in a form that meets our needs. We may ask you to send us the Contract to be<br />

endorsed. If we receive your request in a form that meets our needs, and the Contract if we ask for it, we will file and<br />

record the change and it will take effect as of the date we receive your request. However, if we make any payment(s)<br />

before we receive the request, we will not have to make the payment(s) again. When we are made aware of an<br />

assignment, we will recognize the assignee’s rights before any claim payments are made to the beneficiary. When a<br />

beneficiary is designated, any relationship shown is to the insured, unless otherwise stated.<br />

Assignment<br />

OTHER GENERAL CONTRACT PROVISIONS<br />

This Contract may not be assigned if the assignment would violate any federal, state or local law or regulation<br />

prohibiting sex distinct rates for insurance. Generally, the Contract may not be assigned to an employee benefit plan or<br />

program without our consent. We assume no responsibility for the validity or sufficiency of any assignment. We will<br />

not be obligated to comply with any assignment unless we receive a copy at a Service Office.<br />

Incontestability<br />

We will not contest the Contract after it has been in-force during the insured’s lifetime for two years from the issue date,<br />

the reinstatement date, or the effective date of any change made to the Contract that requires our approval and would<br />

increase our liability.<br />

Misstatement of Age or Sex<br />

If the insured's stated age or sex or both are incorrect in the Contract, we will adjust the death benefit payable and any<br />

amount to be paid, as required by law, to reflect the correct age and sex. Any such benefit will be based on what the<br />

most recent deductions from the Contract Fund would have provided at the insured's correct age and sex.<br />

22


Settlement Options<br />

The Contract grants to most Contract owners, or to the beneficiary, a variety of optional ways of receiving Contract<br />

proceeds, other than in a lump sum. Any Pruco Life representative authorized to sell this Contract can explain these<br />

options upon request.<br />

Suicide Exclusion<br />

Generally, if the insured, whether sane or insane, dies by suicide within two years from the Contract date, the Contract<br />

will end and we will return the premiums paid, less any Contract debt, and less any withdrawals. Generally, if the<br />

insured, whether sane or insane, dies by suicide after two years from the issue date, but within two years of the<br />

effective date of an increase in the basic insurance amount, we will pay, as to the increase in amount, no more than the<br />

sum of the premiums paid on and after the effective date of an increase.<br />

Target Term Rider<br />

RIDERS<br />

The Target Term Rider provides a flexible term insurance benefit to attained age 100 on the life of the insured. If you<br />

elect to have the Target Term Rider, you specify the amount of Target Term Rider coverage you desire, from $5,000 up<br />

to four times the Contract's basic insurance amount. This amount is called the rider coverage amount and is the<br />

maximum death benefit payable under the rider. The minimum Target Term Rider coverage amount is $5,000 and<br />

requires a minimum basic insurance amount of $100,000 for the base Contract. However, the basic insurance amount<br />

and the Target Term Rider coverage amount, combined, must be equal to a minimum total insurance amount of<br />

$250,000. After issue, while the rider is in-force, you may increase the rider coverage amount, subject to a minimum<br />

increase amount of $25,000 and underwriting requirements we determine. The rider coverage amount after the<br />

increase cannot exceed four times the Contract's basic insurance amount. You may also decrease your rider coverage<br />

amount after issue, subject to a minimum amount of $10,000 per decrease. However, we will not reduce the Target<br />

Term Rider coverage amount below $5,000, unless you request to discontinue your Target Term Rider Coverage.<br />

The Target Term Rider death benefit fluctuates as the base Contract's death benefit changes under certain<br />

circumstances described below. When the Contract Fund has not grown to the point where the base Contract's death<br />

benefit is increased to satisfy the Internal Revenue Code’s definition of life insurance, the rider death benefit equals the<br />

rider coverage amount. However, if the Contract Fund has grown to the point where the base Contract’s death benefit<br />

begins to vary as required by the Internal Revenue Code's definition of life insurance, the rider’s death benefit will<br />

decrease (or increase) dollar for dollar as the base Contract’s death benefit increases (or decreases). The rider death<br />

benefit will never increase beyond the rider coverage amount. It is possible, however, for the Contract Fund and,<br />

consequently, the base Contract’s death benefit to grow to the point where the rider death benefit is reduced to zero. If<br />

you have a Type A death benefit and you take a withdrawal, the Target Term Rider coverage amount may require a<br />

reduction, if the death benefit was increased to meet the definition of life insurance.<br />

$500,000 Basic Insurance Amount and $500,000 Target Term Rider<br />

Type A Death Benefit<br />

$1,500,000<br />

$1,200,000<br />

$900,000<br />

$600,000<br />

Rider Death Benefit<br />

Base Contract Death<br />

$300,000<br />

Benefit<br />

$0<br />

1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20<br />

Policy Year<br />

You should consider the following factors when purchasing a Contract with a Target Term Rider:<br />

• A Contract with a Target Term Rider will offer a higher cash value than an all base Contract with the same initial<br />

death benefit and premium payments if we continue to deduct current charges. The cash values are higher<br />

23


ecause: (1) the Sales Load Target Premium is lower for a Contract with a Target Term Rider than for an all base<br />

Contract with the same death benefit and this results in lower current sales expense charges, (2) the monthly<br />

administrative charge is also lower for a Contract with a Target Term Rider than for an all base Contract with the<br />

same death benefit because we currently do not deduct the monthly administrative charge for the Target Term<br />

Rider, and (3) the current Cost of Insurance charge per $1,000 for the Target Term Rider is generally lower than<br />

the Cost of Insurance charge per $1,000 for the basic insurance amount. Additionally, we do not apply a surrender<br />

charge to the Target Term Rider.<br />

• However, a Contract with a Target Term Rider offers the potential for lower cash values and death benefits than an<br />

all base Contract with the same death benefit if we raise our current charges to the maximum contractual level.<br />

For example, it is possible for maximum monthly administrative charges for a Contract with a Target Term Rider to<br />

be greater than an all base Contract.<br />

Other factors to consider are:<br />

• The No-Lapse Guarantee for Contracts issued with a Target Term Rider is limited to seven years (five years for<br />

issue ages of 60 or above). If it is important to you to have a No-Lapse Guarantee period longer than seven years<br />

(five years for issue ages of 60 or above), you may want to purchase a Contract without a Target Term Rider. See<br />

No-Lapse Guarantee.<br />

• The Accidental Death Benefit, as described below, does not apply to any portion of the death benefit that is<br />

attributable to a Target Term Rider. If it is important to you to have the maximum amount of Accidental Death<br />

Benefit allowed under your Contract, you may want to purchase a Contract without a Target Term Rider.<br />

• The Enhanced Disability Benefit, as described below, is unavailable on Contracts with a Target Term Rider. If it is<br />

important to you to have the Enhanced Disability Benefit, you may want to purchase a Contract without a Target<br />

Term Rider.<br />

• The Living Needs Benefit, as described below, does not apply to the portion of the death benefit that is attributable<br />

to a Target Term Rider. If it is important to you that the Living Needs Benefit applies to the entire death benefit,<br />

you may want to purchase a Contract without a Target Term Rider.<br />

• The rider coverage amount terminates at the insured’s age 100. If it is important that you maintain a desired level<br />

of coverage amount after the insured’s attained age 100, you may want to purchase a Contract without a Target<br />

Term Rider.<br />

• Pruco Life pays significantly lower commissions on a Contract with a Target Term Rider than on an all base<br />

Contract with the same initial death benefit and premium payments. This may provide a financial incentive for your<br />

Pruco Life representative to promote the sale of a Contract without a Target Term Rider.<br />

Some of the factors outlined above can have effects on the financial performance of a Contract, including the amount<br />

of the Contract's cash value and death benefit. It is important that you ask your Pruco Life representative to provide<br />

illustrations based on different combinations of basic insurance amount and rider coverage amount. You and your<br />

Pruco Life representative can then discuss how these combinations may address your objectives.<br />

Other Riders<br />

Contract owners may be able to obtain extra fixed benefits, which may require additional charges. These optional<br />

insurance benefits will be described in what is known as a "rider" to the Contract. Charges applicable to the riders will<br />

be deducted from the Contract Fund on each Monthly date. The amounts of these benefits do not depend on the<br />

performance of the Account, although they will no longer be available if the Contract lapses. Certain restrictions may<br />

apply and are clearly described in the applicable rider. A Pruco Life representative can explain all of these extra<br />

benefits further. We will provide samples of the provisions upon receiving a written request.<br />

Accidental Death Benefit Rider - The Accidental Death Benefit Rider provides an additional death benefit that is<br />

payable if the insured's death is accidental, as defined in the benefit provision. This benefit will end on the earliest of:<br />

the end of the day before the first Contract anniversary on or after the insured’s 100 th birthday and the first Monthly<br />

date on or after the date a request to discontinue the Rider is received in Good Order at a Service Office.<br />

Children Level Term Rider - The Children Level Term Rider provides term life insurance coverage on the life of the<br />

insured's children. The rider coverage will end on the earliest of: (1) the primary insured’s death, (2) the first Contract<br />

anniversary on or after the primary insured’s 75 th birthday, (3) the first Monthly date on or after the date a request to<br />

discontinue the Rider is received in Good Order at a Service Office, (4) the first Contract anniversary on or after the<br />

child’s 25 th birthday, and (5) the date a rider is converted to a new Contract.<br />

24


Enhanced Disability Benefit Rider - The Enhanced Disability Benefit Rider pays certain amounts into the Contract if<br />

the insured is totally disabled, as defined in the benefit provision. This rider is not available with death benefit Type C<br />

(return of premium) Contracts or Contracts with the Target Term Rider benefit. The rider coverage will end as of the<br />

first Contract anniversary on or after the insured’s 60 th birthday.<br />

Living Needs Benefit Rider - The Living Needs Benefit SM Rider is available on your Contract in states where it is<br />

approved. The benefit may vary by state. There is no charge for adding the benefit to a Contract. However, an<br />

administrative charge (not to exceed $150) will be made at the time the Living Needs Benefit is paid. The Living<br />

Needs Benefit does not apply to the portion of the death benefit that is attributable to a Target Term Rider.<br />

Subject to state regulatory approval, the Living Needs Benefit allows you to elect to receive an accelerated payment<br />

of all or part of the Contract's death benefit, adjusted to reflect current value, at a time when certain special needs exist.<br />

The adjusted death benefit will always be less than the death benefit, but will not be less than the Contract’s cash<br />

surrender value. One or both of the following options may be available. A Pruco Life representative should be<br />

consulted as to whether additional options may be available.<br />

The Terminal Illness Option is available on the Living Needs Benefit Rider if the insured is diagnosed as terminally ill<br />

with a life expectancy of six months or less. When satisfactory evidence is provided, we will provide an accelerated<br />

payment of the portion of the death benefit selected by the Contract owner as a Living Needs Benefit. The Contract<br />

owner may (1) elect to receive the benefit in a single sum or (2) receive equal monthly payments for six months. If the<br />

insured dies before all the payments have been made, the present value of the remaining payments will be paid to the<br />

beneficiary designated in the Living Needs Benefit claim form in a single sum.<br />

The Nursing Home Option is available on the Living Needs Benefit Rider after the insured has been confined to an<br />

eligible nursing home for six months or more. When satisfactory evidence is provided, including certification by a<br />

licensed physician, that the insured is expected to remain in the nursing home until death, we will provide an<br />

accelerated payment of the portion of the death benefit selected by the Contract owner as a Living Needs Benefit.<br />

The Contract owner may (1) elect to receive the benefit in a single sum or (2) receive equal monthly payments for a<br />

specified number of years (not more than 10 nor less than two), depending upon the age of the insured. If the insured<br />

dies before all of the payments have been made, the present value of the remaining payments will be paid to the<br />

beneficiary designated in the Living Needs Benefit claim form in a single sum.<br />

Subject to state approval, all or part of the Contract's death benefit may be accelerated under the Living Needs<br />

Benefit. If the benefit is only partially accelerated, a death benefit of at least $25,000 must remain under the Contract.<br />

We reserve the right to determine the minimum amount that may be accelerated.<br />

No benefit will be payable if you are required to elect it in order to meet the claims of creditors or to obtain a<br />

government benefit. We can furnish details about the amount of Living Needs Benefit that is available to an eligible<br />

Contract owner, and the effect on the Contract if less than the entire death benefit is accelerated.<br />

You should consider whether adding this settlement option is appropriate in your given situation. Adding the Living<br />

Needs Benefit to the Contract has no adverse consequences; however, electing to use it could. With the exception of<br />

certain business-related Contracts, the Living Needs Benefit is excluded from income if the insured is terminally ill or<br />

chronically ill as defined in any applicable tax law (although the exclusion in the latter case may be limited). You should<br />

consult a tax adviser before electing to receive this benefit. Receipt of a Living Needs Benefit payment may also<br />

affect your eligibility for certain government benefits or entitlements.<br />

REQUIREMENTS FOR ISSUANCE OF A CONTRACT<br />

Generally, the Contract may be issued on insureds through age 85 (age 90 for Contracts issued prior to October 17,<br />

2005, or subsequent state approval) for death benefit Types A and B, through age 70 for death benefit Type C.<br />

Currently, the minimum basic insurance amount for Contracts without a Target Term Rider is $75,000 ($50,000 for<br />

insureds below the issue age of 18, $100,000 for insureds issue ages 76-80, and $250,000 for insureds issue ages 81<br />

and above). The minimum basic insurance amount for Contracts issued with a Type C (return of premium) death<br />

benefit is $250,000. See Types of Death Benefit.<br />

For Contracts with a Target Term Rider, the minimum total Target Coverage Amount (basic insurance amount plus any<br />

Target Term Rider coverage amount combined) is $250,000. Furthermore, if the Target Term Rider is added to the<br />

Contract, the minimum basic insurance amount of the base Contract is $100,000, while the minimum Target Term<br />

Rider coverage amount is $5,000. See RIDERS. We may change the minimum basic insurance amounts of the<br />

Contracts we will issue.<br />

We require evidence of insurability, which may include a medical examination, before issuing any Contract. Preferred<br />

Best non-smokers are offered more favorable cost of insurance rates than smokers. We charge a higher cost of<br />

25


insurance rate and/or an extra amount if an additional mortality risk is involved. These are the current underwriting<br />

requirements. We reserve the right to change them on a non-discriminatory basis.<br />

Minimum Initial Premium<br />

PREMIUMS<br />

The Contract offers flexibility in paying premiums. The minimum initial premium is due on or before the Contract date.<br />

It is the premium needed to start the Contract. The minimum initial premium is equal to 9% of the Limited No-Lapse<br />

Guarantee Premium, including all extras, riders, and Enhanced Disability Benefit premium for Type A and Type B death<br />

benefit Contracts without the Target Term Rider. The minimum initial premium is equal to 9% of the Short-Term No-<br />

Lapse Guarantee Premium for Type A and Type B death benefit Contracts with the Target Term Rider benefit and all<br />

Type C death benefit Contracts. There is no insurance under the Contract unless the minimum initial premium is paid.<br />

Thereafter, you decide when to make premium payments and, subject to a $25 minimum, in what amounts.<br />

We may require an additional premium if adjustments to premium payments exceed the minimum initial premium or<br />

there are Contract Fund charges due on or before the payment date. We reserve the right to refuse to accept any<br />

payment that increases the death benefit by more than it increases the Contract Fund. Furthermore, there are<br />

circumstances under which the payment of premiums in amounts that are too large may cause the Contract to be<br />

characterized as a Modified Endowment Contract, which could be significantly disadvantageous. If you make a<br />

payment that would cause the Contract to be characterized as a Modified Endowment Contract, we will send you a<br />

letter to advise you of your options. Generally, you have 60 days from when we received your payment to remove the<br />

excess premiums and any accrued interest. If you choose not to remove the excess premium and accrued interest,<br />

your Contract will become permanently characterized as a Modified Endowment Contract. We will not accept a<br />

premium payment that exceeds the Guideline Premium limit if your Contract uses the Guideline Premium definition of<br />

life insurance. See Tax Treatment of Contract Benefits.<br />

Generally, your initial net premium is applied to your Contract as of the Contract date. If we do not receive your initial<br />

premium before the Contract date, we apply the initial premium to your Contract as of the end of the valuation period in<br />

which it is received in Good Order at the Payment Office.<br />

Available Types of Premium<br />

After the minimum initial premium is paid, no other specific premiums are required and you have a certain amount of<br />

flexibility with respect to the amount and timing for future premium payments. Several suggested patterns of premiums<br />

are described below. Contracts with no riders or extra risk charges will have level premiums for each premium type<br />

described below. Understanding them may help you understand how the Contract works.<br />

• Short-Term No-Lapse Guarantee Premiums are premiums that, if paid at the beginning of each Contract year,<br />

will keep the Contract in-force during the first seven Contract years (five Contract years for issue ages 60 and<br />

above), regardless of investment performance and assuming no loans or withdrawals. If you choose to continue a<br />

No-Lapse Guarantee beyond this period, you will have to begin paying premiums higher than the Short-Term No-<br />

Lapse Guarantee Premium. However, not all Contracts offer a No-Lapse Guarantee beyond seven Contract years<br />

(five Contract years for issue ages 60 and above).<br />

• Limited No-Lapse Guarantee Premiums are premiums that, if paid at the beginning of each Contract year, will<br />

keep the Contract in-force until the insured's age 70, or if later, during the first 10 Contract years, regardless of<br />

investment performance and assuming no loans or withdrawals. If you choose to continue the No-Lapse<br />

Guarantee beyond this period, you will have to begin paying premiums substantially higher than the Limited No-<br />

Lapse Guarantee Premium. However, not all Contracts offer the No-Lapse Guarantee for this period or beyond.<br />

• Lifetime No-Lapse Guarantee Premiums are premiums that, if paid at the beginning of each Contract year, will<br />

keep the Contract in-force during the lifetime of the insured, regardless of investment performance and assuming<br />

no loans or withdrawals (not applicable to all Contracts).<br />

The length of the No-Lapse Guarantee depends on your Contract’s death benefit type, the definition of life insurance<br />

test selected at issue, and whether you choose to have the Target Term Rider benefit. See No-Lapse Guarantee.<br />

When you purchase a Contract, your Pruco Life representative can tell you the Short-Term No-Lapse Guarantee,<br />

Limited No-Lapse Guarantee, and Lifetime No-Lapse Guarantee Premium amounts.<br />

We can bill you for the amount you select annually, semi-annually, or quarterly. Because the Contract is a flexible<br />

premium Contract, there are no scheduled premium due dates. When you receive a premium notice, you are not<br />

required to pay this amount. The Contract will remain in-force if: (1) the Contract Fund, less any applicable surrender<br />

charges, is greater than zero and more than any Contract debt or (2) you have paid sufficient premiums, on an<br />

26


accumulated basis, to meet the No-Lapse Guarantee conditions and Contract debt is not equal to or greater than the<br />

Contract Fund, less any applicable surrender charges. You may also pay premiums automatically through preauthorized<br />

monthly electronic fund transfers from a bank checking account. If you elect to use this feature, you choose<br />

the day of the month on which premiums will be paid and the premium amount. We will then draft the same amount<br />

from your account on the same date each month. When you apply for the Contract, you and your Pruco Life<br />

representative should discuss how frequently you would like to be billed (if at all) and for what amount.<br />

Allocation of Premiums<br />

On the later of the Contract date and the end of the valuation period in which the initial premium is received, we deduct<br />

the charge for sales expenses and the premium based administrative charge from the initial premium. Then the first<br />

monthly deductions are made, and the remainder of the initial premium and any other net premium received in Good<br />

Order at the Payment Office during the 10 day period following your receipt of the Contract will be allocated to the<br />

Money Market investment option. After the tenth day, these funds, adjusted for any investment results, will be<br />

transferred out of the Money Market investment option and allocated among the variable investment options and/or the<br />

fixed rate option according to your current premium allocation. The transfer from the Money Market investment option<br />

on the tenth day following receipt of the Contract will not be counted as one of your 12 free transfers per Contract year<br />

or the 20 transfers per calendar year described under Transfers/Restrictions on Transfers. If the first premium is<br />

received before the Contract date, there will be a period during which the Contract owner's initial premium will not be<br />

invested.<br />

The charge for sales expenses and the premium based administrative charge will also apply to all subsequent premium<br />

payments. The remainder of each subsequent premium payment will be invested as of the end of the valuation period<br />

in which it is received in Good Order at the Payment Office, in accordance with the allocation you previously<br />

designated. The “valuation period” means the period of time from one determination of the value of the amount<br />

invested in a variable investment options to the next. Such determinations are made when the net asset values of the<br />

portfolios of the variable investment options are calculated, which would be as of the close of regular trading on the<br />

New York Stock Exchange (generally 4:00 p.m. Eastern time).<br />

Provided the Contract is not in default, you may change the way in which subsequent premiums are allocated by giving<br />

written notice to a Service Office or by telephoning a Service Office, provided you are enrolled to use the Telephone<br />

Transfer System. There is no charge for reallocating future premiums. All percentage allocations must be in whole<br />

numbers. For example, 33% can be selected but 33⅓% cannot. Of course, the total allocation to all selected<br />

investment options must equal 100%.<br />

Transfers/Restrictions on Transfers<br />

You may, up to 12 times each Contract year, transfer amounts among the variable investment options or to the fixed<br />

rate option. Additional transfers may be made only with our consent. Currently, we will allow you to make additional<br />

transfers. For the first 20 transfers in a calendar year, you may transfer amounts by proper written notice to a Service<br />

Office, or by telephone, provided you are enrolled to use the Telephone Transfer System. You will automatically be<br />

enrolled to use the Telephone Transfer System unless the Contract is jointly owned or you elect not to have this<br />

privilege. Telephone transfers may not be available on Contracts that are assigned, depending on the terms of the<br />

assignment. See Assignment.<br />

After you have submitted 20 transfers in a calendar year, we will accept subsequent transfer requests only if they are in<br />

a form acceptable to us, bear an original signature in ink, and are sent to us by U.S. regular mail. After you have<br />

submitted 20 transfers in a calendar year, a subsequent transfer request by telephone, fax or electronic means will be<br />

rejected, even in the event that it is inadvertently processed.<br />

Multiple transfers that occur during the same day, but prior to the end of the valuation period for that day, will be<br />

counted as a single transfer.<br />

There is no transaction charge for the first 12 transfers per Contract year among investment options. We may charge<br />

up to $25 for each transfer made exceeding 12 in any Contract year.<br />

Currently, certain transfers effected systematically under a dollar cost averaging or an automatic rebalancing program<br />

do not count towards the limit of 12 transfers per Contract year or the limit of 20 transfers per calendar year. In the<br />

future, we may count such transfers towards the limit.<br />

Transfers out of the Money Market investment option will not be made until 10 days after you receive the Contract.<br />

Such transfers and any transfers due to any fund closures or mergers will not be considered towards the 12 transfers<br />

per Contract year or the 20 transfers per calendar year.<br />

27


Transfers among variable investment options will take effect as of the end of the valuation period in which a transfer<br />

request is received in Good Order at a Service Office. The request may be in terms of dollars, such as a request to<br />

transfer $5,000 from one variable investment option to another, or may be in terms of a percentage reallocation among<br />

variable investment options. In the latter case, as with premium reallocations, the percentages must be in whole<br />

numbers.<br />

We will use reasonable procedures, such as asking you to provide certain personal information provided on your<br />

application for insurance, to confirm that instructions given by telephone are genuine. We will not be held liable for<br />

following telephone instructions that we reasonably believe to be genuine. We cannot guarantee that you will be able<br />

to get through to complete a telephone transfer during peak periods such as periods of drastic economic or market<br />

change.<br />

Only one transfer from the fixed rate option will be permitted during each Contract year. The maximum amount per<br />

Contract you may transfer out of the fixed rate option each year is the greater of: (a) 25% of the amount in the fixed<br />

rate option; and (b) $2,000. We may change these limits in the future or waive these restrictions for limited periods of<br />

time in a non-discriminatory way, (e.g., when interest rates are declining).<br />

The Contract was not designed for professional market timing organizations, other organizations, or individuals using<br />

programmed, large, or frequent transfers. Large or frequent transfers among variable investment options in response<br />

to short-term fluctuations in markets, sometimes called “market timing”, can make it very difficult for Fund advisers/subadvisers<br />

to manage the variable investment options. Large or frequent transfers may cause the Fund to hold more<br />

cash than otherwise necessary, disrupt management strategies, increase transaction costs, or affect performance to<br />

the disadvantage of other Contract owners. If we (in our own discretion) believe that a pattern of transfers or a specific<br />

transfer request, or group of transfer requests, may have a detrimental effect on the performance of the variable<br />

investment options, or we are informed by a Fund (e.g., by the Fund’s adviser/sub-advisers) that the purchase or<br />

redemption of shares in the variable investment option must be restricted because the Fund believes the transfer<br />

activity to which such purchase or redemption relates would have a detrimental effect on the performance of the<br />

affected variable investment option, we may modify your right to make transfers by restricting the number, timing, and<br />

amount of transfers. We reserve the right to prohibit transfer requests made by an individual acting under a power of<br />

attorney on behalf of more than one Contract owner. We will immediately notify you at the time of a transfer request if<br />

we exercise this right.<br />

Any restrictions on transfers will be applied in a uniform manner to all persons who own Contracts like this one, and will<br />

not be waived, except as described above with respect to transfers from the fixed rate option. However, due to the<br />

discretion involved in any decision to exercise our right to restrict transfers, it is possible that some Contract owners<br />

may be able to effect transactions that could affect Fund performance to the disadvantage of other Contract owners.<br />

In addition, Contract owners who own variable life insurance or variable annuity Contracts that do not impose the<br />

transfer restrictions described above, might make more numerous and frequent transfers than Contract owners who<br />

are subject to such limitations. Contract owners who are not subject to the same transfer restrictions may have the<br />

same underlying variable investment options available to them, and unfavorable consequences associated with such<br />

frequent trading within the underlying variable investment option (e.g., greater portfolio turnover, higher transaction<br />

costs, or performance or tax issues) may affect all Contract owners.<br />

The Funds have adopted their own policies and procedures with respect to excessive trading of their respective<br />

shares, and we reserve the right to enforce these policies and procedures. The prospectuses for the Funds describe<br />

any such policies and procedures, which may be more or less restrictive than the policies and procedures we have<br />

adopted. Under SEC rules, we are required to: (1) enter into a written agreement with each portfolio or its principal<br />

underwriter that obligates us to provide to the Fund promptly upon request certain information about the trading activity<br />

of individual Contract owners, and (2) execute instructions from the Fund to restrict or prohibit further purchases or<br />

transfers by specific Contract owners who violate the excessive trading policies established by the Fund. In addition,<br />

you should be aware that some Funds may receive “omnibus” purchase and redemption orders from other insurance<br />

companies or intermediaries such as retirement plans. The omnibus orders reflect the aggregation and netting of<br />

multiple orders from individual owners of variable insurance contracts and/or individual retirement plan participants.<br />

The omnibus nature of these orders may limit the Funds in their ability to apply their excessive trading policies and<br />

procedures. In addition, the other insurance companies and/or retirement plans may have different policies and<br />

procedures or may not have any such policies and procedures because of contractual limitations. For these reasons,<br />

we cannot guarantee that the Funds (and thus Contract owners) will not be harmed by transfer activity relating to other<br />

insurance companies and/or retirement plans that may invest in the Funds.<br />

A Fund also may assess a short term trading fee in connection with a transfer out of the variable investment option<br />

investing in that Fund that occurs within a certain number of days following the date of allocation to the variable<br />

investment option. Each Fund determines the amount of the short term trading fee and when the fee is imposed. The<br />

fee is retained by or paid to the Fund and is not retained by us. The fee will be deducted from your Contract Value to<br />

the extent allowed by law. At present, no Fund has adopted a short-term trading fee.<br />

28


Although our transfer restrictions are designed to prevent excessive transfers, they are not capable of preventing every<br />

potential occurrence of excessive transfer activity.<br />

Dollar Cost Averaging<br />

As an administrative practice, we are currently offering a feature called Dollar Cost Averaging ("DCA"). Under this<br />

feature, either fixed dollar amounts or a percentage of the amount designated for use under the DCA option will be<br />

transferred periodically from the DCA Money Market investment option into other variable investment options available<br />

under the Contract, excluding the fixed rate option. You may choose to have periodic transfers made monthly or<br />

quarterly. DCA transfers will not begin until the Monthly date after 10 days following your receipt of the Contract.<br />

Each automatic transfer will take effect as of the end of the valuation period on the date coinciding with the periodic<br />

timing you designate provided the New York Stock Exchange is open on that date. If the New York Stock Exchange is<br />

not open on that date, or if the date does not occur in that particular month, the transfer will take effect as of the end of<br />

the valuation period, which immediately follows that date. Automatic transfers will continue until: (1) $50 or less<br />

remains of the amount designated for Dollar Cost Averaging, at which time the remaining amount will be transferred; or<br />

(2) you give us notification of a change in DCA allocation or cancellation of the feature. Currently, a transfer that<br />

occurs under the DCA feature is not counted towards the 20 transfers permitted each calendar year or the 12 free<br />

transfers permitted each Contract year. We reserve the right to change this practice, modify the requirements, or<br />

discontinue the feature.<br />

Auto-Rebalancing<br />

As an administrative practice, we are currently offering a feature called Auto-Rebalancing. This feature allows you to<br />

automatically rebalance variable investment option assets at specified intervals based on percentage allocations that<br />

you choose. For example, suppose your initial investment allocation of variable investment options X and Y is split 40%<br />

and 60%, respectively. Then, due to investment results, that split changes. You may instruct that those assets be<br />

rebalanced to your original or different allocation percentages. Auto-Rebalancing is not available until the Monthly date<br />

after 10 days following your receipt of the Contract.<br />

Auto-Rebalancing can be performed on a quarterly, semi-annual, or annual basis. Each rebalance will take effect as of<br />

the end of the valuation period on the date coinciding with the periodic timing you designate, provided the New York<br />

Stock Exchange is open on that date. If the New York Stock Exchange is not open on that date, or if the date does not<br />

occur in that particular month, the transfer will take effect as of the end of the valuation period immediately following<br />

that date. The fixed rate option cannot participate in this administrative procedure. Currently, a transfer that occurs<br />

under the Auto-Rebalancing feature is not counted towards the 20 transfers permitted each calendar year or the 12<br />

free transfers permitted each Contract year. We reserve the right to change this practice, modify the requirements, or<br />

discontinue the feature.<br />

Contract Date<br />

DEATH BENEFITS<br />

There is no insurance under this Contract until the minimum initial premium is paid. If a medical examination is<br />

required, the Contract date will ordinarily be the date the examination is completed. Under certain circumstances, we<br />

may allow the Contract to be backdated up to six months prior to the application date for the purpose of lowering the<br />

insured's issue age. This may be advantageous for some Contract owners as a lower issue age may result in lower<br />

current charges.<br />

When Proceeds Are Paid<br />

Generally, we will pay any death benefit, cash surrender value, loan proceeds or withdrawal within seven days after all<br />

the documents required for such a payment are received at a Service Office. Other than the death benefit, which is<br />

determined as of the date of death, the amount will be determined as of the end of the valuation period in which the<br />

necessary documents are received at a Service Office. However, we may delay payment of proceeds from the variable<br />

investment option[s] and the variable portion of the death benefit due under the Contract if the disposal or valuation of<br />

the Account's assets is not reasonably practicable because the New York Stock Exchange is closed for other than a<br />

regular holiday or weekend, trading is restricted by the SEC, or the SEC declares that an emergency exists.<br />

We have the right to delay payment of the cash surrender value attributable to the fixed rate option for up to six months<br />

(or a shorter period if required by applicable law). We will pay interest of at least 3% per year if such a payment is<br />

delayed for more than 30 days (or a shorter period if required by applicable law).<br />

29


Death Claim Settlement Options<br />

The beneficiary may choose to receive death claim proceeds by any of the settlement options described in the Contract<br />

or by payment of a lump sum amount. In addition to the settlement options described in your Contract, the beneficiary<br />

may choose the payment of death claim proceeds, by way of <strong>Prudential</strong>'s retained asset settlement option (the<br />

"Alliance Account"). Upon verification of a death claim, <strong>Prudential</strong> will provide a kit to the beneficiary, which includes:<br />

(1) an account certificate describing the death claim proceeds, the current interest rate, and the terms of the Alliance<br />

Account; (2) a guide that explains how the Alliance Account works; and (3) checks and a checkbook, that the<br />

beneficiary can use to access the available amount of death claim proceeds. Any Pruco Life representative authorized<br />

to sell this Contract can explain this option upon request.<br />

Types of Death Benefit<br />

You may select from three types of death benefit at issue. A Contract with a Type A (fixed) death benefit has a death<br />

benefit, which will generally equal the basic insurance amount. Favorable investment results and additional premium<br />

payments will generally increase the cash surrender value and decrease the net amount at risk and result in lower<br />

charges. This type of death benefit does not vary with the investment performance of the investment options you<br />

selected, except when the premiums you pay or favorable investment performance causes the Contract Fund to grow<br />

to the point where we may increase the death benefit to ensure that the Contract will satisfy the Internal Revenue<br />

Code’s definition of life insurance. See How a Contract's Cash Surrender Value Will Vary.<br />

A Contract with a Type B (variable) death benefit has a death benefit, which will generally equal the basic insurance<br />

amount plus the Contract Fund. Favorable investment performance and additional premium payments will generally<br />

increase your Contract's death benefit and cash surrender value. However, the increase in the cash surrender value<br />

for a Type B (variable) Contract may be less than the increase in cash surrender value for a Type A (fixed) Contract<br />

because a Type B Contract has a greater cost of insurance charge due to a greater net amount at risk. As long as the<br />

Contract is not in default there have been no withdrawals, and there is no Contract debt, the death benefit may not fall<br />

below the basic insurance amount stated in the Contract. We may increase the death benefit to ensure that the<br />

Contract will satisfy the Internal Revenue Code’s definition of life insurance. See How a Contract's Cash Surrender<br />

Value Will Vary.<br />

A Contract with a Type C (return of premium) death benefit has a death benefit, which will generally equal the basic<br />

insurance amount plus the total premiums paid into the Contract less withdrawals, both accumulated at an interest rate<br />

(between 0% and 8%; in ½% increments) chosen by the Contract owner to the date of death. The death benefit on a<br />

Type C Contract is limited to the basic insurance amount plus an amount equal to the: Type C Limiting Amount<br />

multiplied by the Type C Death Benefit Factor plus the Contract Fund. See the Contract Limitations section of your<br />

Contract. Within limits, this death benefit type allows the beneficiary, in effect, to recover the cost of the Contract, plus<br />

a predetermined rate of return, upon the death of the insured. Favorable investment performance and payment of<br />

additional premiums will generally increase the Contract's cash surrender value. However, the increase in the cash<br />

surrender value for a Type C (return of premium) Contract may be less than the increase in cash surrender value for a<br />

Type A (fixed) Contract because a Type C Contract has a greater cost of insurance charge due to a greater net amount<br />

at risk. The increase in cash surrender value for a Type C (return of premium) Contract may be more or less than the<br />

increase in cash surrender value for a Type B (variable) Contract depending on earnings, the Type C interest rate you<br />

chose, and the amount of any withdrawals. If you take a withdrawal, it is possible for a Type C Contract’s death benefit<br />

to fall below the basic insurance amount. We may increase the death benefit to ensure that the Contract will satisfy the<br />

Internal Revenue Code’s definition of life insurance. See How a Contract’s Cash Surrender Value Will Vary.<br />

Contract owners of Type A (fixed) Contracts should note that any withdrawal may result in a reduction of the basic<br />

insurance amount, a reduction in the Target Term Rider death benefit, and the deduction of any applicable surrender<br />

charges. We will not allow you to make a withdrawal that will decrease the basic insurance amount below the<br />

minimum basic insurance amount. For Type B (variable) Contracts and Type C (return of premium) Contracts,<br />

withdrawals will not change the basic insurance amount. See Withdrawals.<br />

The way in which the cash surrender value and death benefit will change depends significantly upon the investment<br />

results that are actually achieved.<br />

30


Changing the Type of Death Benefit<br />

You may change the type of death benefit any time after issue and subject to our approval. We will increase or<br />

decrease the basic insurance amount so that the death benefit immediately after the change matches the death benefit<br />

immediately before the change. The basic insurance amount after a change may not be lower than the minimum basic<br />

insurance amount applicable to the Contract. See REQUIREMENTS FOR ISSUANCE OF A CONTRACT. We may<br />

deduct a transaction charge of up to $25 for any change in the basic insurance amount, although we do not currently<br />

do so. A type change that reduces the basic insurance amount may result in the assessment of surrender charges.<br />

See CHARGES AND EXPENSES.<br />

If you are changing your Contract’s type of death benefit from a Type A (fixed) to a Type B (variable) death benefit, we<br />

will reduce the basic insurance amount by the amount in your Contract Fund on the date the change takes place.<br />

If you are changing from a Type B (variable) to a Type A (fixed) death benefit, we will increase the basic insurance<br />

amount by the amount in your Contract Fund on the date the change takes place.<br />

If you are changing from a Type C (return of premium) to a Type A (fixed) death benefit, we will change the basic<br />

insurance amount by adding the lesser of (a) the total premiums paid minus total withdrawals to this Contract, both<br />

accumulated with interest at the rate(s) displayed in your Contract Data pages and (b) the Contract Fund before<br />

deduction of any monthly charge due on that date plus the product of the Type C Limiting Amount multiplied by the<br />

Type C Death Benefit Factor. The Type C Limiting Amount and the Type C Death Benefit Factor are both found in the<br />

Contract Limitations section of your Contract Data pages.<br />

If you are changing from a Type C (return of premium) to a Type B (variable) death benefit, we first find the difference<br />

between: (1) the Contract Fund and (2) the lesser of (a) the total premiums paid minus total withdrawals to this<br />

Contract both accumulated with interest at the rate(s) displayed in your Contract Data pages and (b) the Contract Fund<br />

before deduction of any monthly charge due on that date plus the product of the Type C Limiting Amount multiplied by<br />

the Type C Death Benefit Factor. The Type C Limiting Amount and the Type C Death Benefit Factor are both found in<br />

the Contract Limitations section of your Contract Data pages. If (2) is larger than (1), we will increase the basic<br />

insurance amount by that difference. If (1) is larger than (2), we will reduce the basic insurance amount by that<br />

difference.<br />

You may change your Contract’s death benefit type after issue, however, if you choose a Type A or Type B death<br />

benefit at issue, you will not be able to change to a Type C death benefit thereafter. If you change a Type C death<br />

benefit to a Type A or Type B death benefit after issue, you will not be able to change back to a Type C death benefit.<br />

The following chart illustrates the changes in basic insurance amount with each change of death benefit type described<br />

above. The chart assumes a $50,000 Contract Fund and a $300,000 death benefit. For changes from a Type C death<br />

benefit, the chart assumes $40,000 in total premiums minus total withdrawals and the rate chosen to accumulate<br />

premiums is 0%.<br />

Basic Insurance Amount<br />

FROM<br />

Type A<br />

$300,000<br />

Type B<br />

$250,000<br />

Type C<br />

$260,000<br />

Type B<br />

$250,000<br />

Type A<br />

$300,000<br />

Type A<br />

$300,000<br />

TO<br />

Type C<br />

N/A<br />

Type C<br />

N/A<br />

Type B<br />

$250,000<br />

To request a change, fill out an application for change, which can be obtained from your Pruco Life representative or a<br />

Service Office. If the change is approved, we will recompute the Contract's charges and appropriate tables and send<br />

you new Contract Data pages. We may require you to send us your Contract before making the change. There may<br />

be circumstances under which a change in the death benefit type may cause the Contract to be classified as a<br />

Modified Endowment Contract, which could be significantly disadvantageous. See Tax Treatment of Contract<br />

Benefits.<br />

31


No-Lapse Guarantee<br />

If you pay a sufficient amount of premium on an accumulated basis, we will guarantee that your Contract will not lapse<br />

as a result of unfavorable investment performance, and a death benefit will be paid upon the death of the insured, even<br />

if your Contract Fund value drops to zero. Withdrawals and outstanding Contract loans may adversely affect the status<br />

of the No-Lapse Guarantee. See Withdrawals and Loans.<br />

At the Contract date and on each Monthly date, during the No-Lapse Guarantee period shown on your Contract Data<br />

pages, we calculate your Contract's “Accumulated Net Payments” as of that date. Accumulated Net Payments equal<br />

the premiums you paid, accumulated at an effective annual rate of 4%, less withdrawals also accumulated at 4%.<br />

We also calculate No-Lapse Guarantee Values. These are values used solely to determine if a No-Lapse Guarantee is<br />

in effect. These are not cash values that you can realize by surrendering the Contract, nor are they payable death<br />

benefits. The Contract Data pages in your Contract contain a table of No-Lapse Guarantee Values, calculated as of<br />

Contract anniversaries. Values for non-anniversary Monthly dates will reflect the number of months elapsed between<br />

Contract anniversaries.<br />

On each Monthly date, we will compare your Accumulated Net Payments to the No-Lapse Guarantee Value during the<br />

No-Lapse Guarantee period shown on your Contract Data pages. If your Accumulated Net Payments equal or exceed<br />

the No-Lapse Guarantee Value, and the Contract debt does not equal or exceed the Contract Fund less any applicable<br />

surrender charges, then the Contract is kept in-force, regardless of the amount in the Contract Fund.<br />

The Short-Term No-Lapse Guarantee Premiums, Limited No-Lapse Guarantee Premiums, and Lifetime No-Lapse<br />

Guarantee Premiums are payments that correspond to the No-Lapse Guarantee Values shown on your Contract Data<br />

pages. For example, payment of the Short-Term No-Lapse Guarantee Premium at the beginning of each Contract year<br />

guarantees that your Contract will not lapse during the first seven Contract years (five Contract years for issue ages 60<br />

and above), assuming no loans or withdrawals. However, payment of the Short-Term No-Lapse Guarantee Premium<br />

after this period will not assure that your Contract's Accumulated Net Payments will continue to meet the No-Lapse<br />

Guarantee Values and prevent the Contract from lapsing. See PREMIUMS.<br />

If you want a No-Lapse Guarantee to last longer than seven years (five years for issue ages 60 and above), you should<br />

expect to pay at least the Limited No-Lapse Guarantee Premium at the start of each Contract year. Paying the Limited<br />

No-Lapse Guarantee Premium at the beginning of each Contract year guarantees your Contract against lapse until the<br />

insured's age 70 or for 10 years after issue, whichever comes later, assuming no loans or withdrawals. However,<br />

payment of the Limited No-Lapse Guarantee Premium after this Limited No-Lapse Guarantee period, will not assure<br />

that your Contract's Accumulated Net Payments will continue to meet the No-Lapse Guarantee Values and prevent the<br />

Contract from lapsing.<br />

If you want a No-Lapse Guarantee to last the lifetime of the insured, then you should expect to pay at least the Lifetime<br />

No-Lapse Guarantee Premium at the start of each Contract year. Paying the Lifetime No-Lapse Guarantee Premium<br />

at the beginning of each Contract year guarantees your Contract against lapse for the insured's lifetime, assuming no<br />

loans or withdrawals.<br />

The following tables provide sample Short-Term No-Lapse, Limited No-Lapse, and Lifetime No-Lapse Guarantee<br />

Premiums (to the nearest dollar) for basic insurance amounts. The examples assume: (1) the insured is a male,<br />

Preferred Best, with no extra risk or substandard ratings; (2) a $250,000 basic insurance amount; (3) no extra benefit<br />

riders have been added to the Contract; and (4) the Cash Value Accumulation Test has been elected for definition of<br />

life insurance testing.<br />

32


Age of<br />

insured at<br />

issue<br />

Illustrative Annual Premiums<br />

(Contracts issued on or after October 17, 2005, in states where it is approved)<br />

Type of<br />

Death Benefit Chosen<br />

Short-Term No-<br />

Lapse Guarantee<br />

Premium<br />

Limited No-Lapse<br />

Guarantee<br />

Premium<br />

Lifetime No-Lapse<br />

Guarantee<br />

Premium<br />

40 Type A (Fixed) $1,338 $2,138 $4,765<br />

40 Type B (Variable) $1,340 $2,220 $14,185<br />

40 Type C (Return of Premium) $1,340 N/A N/A<br />

60 Type A (Fixed) $4,878 $6,458 $12,963<br />

60 Type B (Variable) $4,900 $6,510 $33,195<br />

60 Type C (Return of Premium) $4,900 N/A N/A<br />

80 Type A (Fixed) $16,203 $37,385 $47,235<br />

80 Type B (Variable) $22,353 $41,788 $83,015<br />

80 Type C (Return of Premium) N/A N/A N/A<br />

Age of<br />

insured at<br />

issue<br />

Illustrative Annual Premiums<br />

(Contracts issued prior to October 17, 2005, or subsequent state approval)<br />

Type of<br />

Death Benefit Chosen<br />

Short-Term No-<br />

Lapse Guarantee<br />

Premium<br />

Limited No-Lapse<br />

Guarantee<br />

Premium<br />

Lifetime No-Lapse<br />

Guarantee<br />

Premium<br />

40 Type A (Fixed) $1,125 $2,138 $4,765<br />

40 Type B (Variable) $1,210 $2,220 $14,185<br />

40 Type C (Return of Premium) $1,210 N/A N/A<br />

60 Type A (Fixed) $3,363 $7,158 $12,963<br />

60 Type B (Variable) $4,415 $7,218 $33,195<br />

60 Type C (Return of Premium) $4,415 N/A N/A<br />

80 Type A (Fixed) $16,203 $39,345 $47,235<br />

80 Type B (Variable) $22,353 $43,980 $83,015<br />

80 Type C (Return of Premium) N/A N/A N/A<br />

Paying the Short-Term No-Lapse, Limited No-Lapse, or Lifetime No-Lapse Guarantee Premiums at the start of each<br />

Contract year is one way of reaching the No-Lapse Guarantee Values; it is certainly not the only way. The No-Lapse<br />

Guarantee allows considerable flexibility as to the timing of premium payments. Your Pruco Life representative can<br />

supply sample illustrations of various premium amount and frequency combinations that correspond to the No-Lapse<br />

Guarantee Values.<br />

When determining what premium amounts to pay and the frequency of your payments, you should consider carefully<br />

the value of maintaining a No-Lapse Guarantee. If you desire the Limited No-Lapse Guarantee until the later of the<br />

insured's age 70 or 10 years after issue, you may prefer to pay at least the Limited No-Lapse Guarantee Premium in all<br />

years, rather than paying the lower Short-Term No-Lapse Guarantee Premium in the first seven years (five years for<br />

issue ages 60 and above). If you pay only the Short-Term No-Lapse Guarantee Premium in the first seven years (five<br />

years for issue ages 60 and above), you will need to pay more than the Limited No-Lapse Guarantee Premium at the<br />

beginning of the 8th year (6 th year for issue ages 60 and above) in order to continue the No-Lapse Guarantee.<br />

Similarly, if you desire the Lifetime No-Lapse Guarantee for lifetime protection, you may prefer to pay generally higher<br />

premiums in all years, rather than trying to make such payments on an as needed basis. For example, if you pay only<br />

Limited No-Lapse Guarantee Premiums until the later of the insured's age 70 or 10 years after issue, a substantial<br />

amount may be required to meet the subsequent Lifetime No-Lapse Guarantee Values and continue the guarantee. In<br />

addition, it is possible that the payment required to continue the guarantee beyond this period could exceed the<br />

premium payments allowed to be paid without causing the Contract to become a Modified Endowment Contract. See<br />

Tax Treatment of Contract Benefits.<br />

33


Not all Contracts will have the No-Lapse Guarantee available in all years. Type A and Type B Contracts with the Cash<br />

Value Accumulation Test elected for definition of life insurance testing will have the No-Lapse Guarantee available for<br />

the lifetime of the insured. However, Type A and Type B Contracts with the Guideline Premium Test elected for<br />

definition of life insurance testing will have the No-Lapse Guarantee available until the insured’s age 70 or for 10 years<br />

after issue, whichever is later. Furthermore, Type C Contracts with either the Cash Value Accumulation Test or<br />

Guideline Premium Test elected for definition of life insurance testing, will only have the No-Lapse Guarantee available<br />

for the first seven Contract years (five for issue ages 60 and above). Contracts with the Target Term Rider will also<br />

have the No-Lapse Guarantee available for only the first seven Contract years (five for issue ages 60 and above).<br />

Your Contract Data pages will show No-Lapse Guarantee Values for the duration available with your Contract. See<br />

Types of Death Benefit and Tax Treatment of Contract Benefits.<br />

Increases in Basic Insurance Amount<br />

After your first Contract anniversary, you may increase the amount of insurance by increasing the basic insurance<br />

amount of the Contract, thus, creating an additional coverage segment. The increase will be subject to the<br />

underwriting requirements we determine.<br />

The following conditions must be met:<br />

(1) you must ask for the change in a form that meets our needs;<br />

(2) the amount of the increase must be at least equal to the minimum increase in basic insurance amount shown<br />

under Contract Limitations in your Contract Data pages;<br />

(3) you must prove to us that the insured is insurable for any increase;<br />

(4) the Contract must not be in default;<br />

(5) we must not be paying premiums into the Contract as a result of the insured's total disability; and<br />

(6) if we ask you to do so, you must send us the Contract to be endorsed.<br />

If we approve the change, we will send you new Contract Data pages showing the amount and effective date of the<br />

change and the recomputed charges, values and limitations. If the insured is not living on the effective date, the<br />

change will not take effect. Currently, no transaction charge is being made in connection with an increase in basic<br />

insurance amount. However, we reserve the right to charge such a fee in an amount of up to $25.<br />

The Sales Load Target Premium is calculated separately for each coverage segment. When premiums are paid, each<br />

payment is allocated to each coverage segment based on the proportion of the Sales Load Target Premium in each<br />

segment to the total Sales Load Target Premiums of all segments. The current sales load charge for Contract’s issued<br />

on or after October 17, 2005 (in states where it is approved) is 4% in Contract years one through four and 3% in<br />

Contract years five through 10 of premiums paid up to the amount of the Sales Load Target Premium. We also charge<br />

3.5% in Contract years one through four and 2.5% in Contract years five through 10 of premiums paid in excess of this<br />

amount. We do not make a sales load charge after the tenth Contract year.<br />

Contracts issued prior to October 17, 2005 (or subsequent state approval), are charged 4% of allocated premiums paid<br />

up to the amount of the Sales Load Target Premium and 2% of allocated premiums paid in excess of this amount for<br />

the first 10 Contract years. We do not make a sales load charge after the tenth Contract year. See the definition of<br />

Contract year for an increase in basic insurance amount under DEFINITIONS OF SPECIAL TERMS USED IN THIS<br />

PROSPECTUS.<br />

Each coverage segment will have its own surrender charge period beginning on that segment’s effective date and its<br />

own surrender charge threshold. The surrender charge threshold is the segment’s lowest coverage amount since its<br />

effective date. See Decreases in Basic Insurance Amount and Surrender Charges.<br />

The maximum COI rates for a coverage segment representing an increase in basic insurance amount are based upon<br />

1980 CSO Mortality Tables, the age at the effective date of the increase and the number of years since then, sex<br />

(except where unisex rates apply), underwriting class, smoker/nonsmoker status, and extra rating class, if any. The net<br />

amount at risk for the whole Contract (the death benefit minus the Contract Fund) is allocated to each coverage<br />

segment based on the proportion of its basic insurance amount to the total of all coverage segments. In addition, the<br />

attained age factor for a Contract with an increase in basic insurance amount is based on the insured's attained age for<br />

the initial coverage segment.<br />

If you elect to increase the basic insurance amount of your Contract, you will receive a "free-look" right that will apply<br />

only to the increase in basic insurance amount, not the entire Contract. This right is comparable to the right afforded to<br />

the purchaser of a new Contract, except that, any cost of insurance charge for the increase in the basic insurance<br />

amount will be returned to the Contract Fund instead of a refund of premium. Generally, the "free-look" right must be<br />

exercised no later than 10 days after receipt of the Contract with an increase.<br />

34


Payment of a significant premium in conjunction with an increase in basic insurance amount may cause the Contract to<br />

be classified as a Modified Endowment Contract. See Tax Treatment of Contract Benefits. Therefore, before<br />

increasing the basic insurance amount, you should consult with your tax adviser and your Pruco Life representative.<br />

Decreases in Basic Insurance Amount<br />

You have the option of decreasing the basic insurance amount of your Contract without withdrawing any cash<br />

surrender value. If a change in circumstances causes you to determine that your amount of insurance is greater than<br />

needed, a decrease will reduce your insurance protection and the monthly deductions for the cost of insurance.<br />

The following conditions must be met:<br />

(1) the amount of the decrease must be at least equal to the minimum decrease in the basic insurance amount shown<br />

under Contract Limitations in your Contract Data pages;<br />

(2) the basic insurance amount after the decrease must be at least equal to the minimum basic insurance amount<br />

shown under Contract Limitations in your Contract Data pages;<br />

(3) the Contract Fund, after the decrease, must be at least equal to any applicable surrender charges; and<br />

(4) if we ask you to do so, you must send us the Contract to be endorsed.<br />

If we approve the decrease, we will send you new Contract Data pages showing the amount and effective date of the<br />

change and the recomputed charges, values, and limitations. Currently, no transaction charge is being made in<br />

connection with a decrease in the basic insurance amount. However, we reserve the right to charge such a fee in an<br />

amount of up to $25.<br />

For Contracts with more than one coverage segment, a decrease in basic insurance amount will reduce each coverage<br />

segment based on the proportion of each coverage segment amount to the total of all coverage segment amounts before<br />

the decrease. Each coverage segment will have its own surrender charge threshold equal to the segment’s lowest<br />

coverage amount since its effective date. If the decrease in basic insurance amount reduces a coverage segment to<br />

an amount less than its surrender charge threshold, we will deduct a surrender charge. See Surrender Charges.<br />

We may decline a decrease in the basic insurance amount if we determine it would cause the Contract to fail to qualify<br />

as "life insurance" for purposes of Section 7702 of the Internal Revenue Code. See Tax Treatment of Contract<br />

Benefits.<br />

It is important to note, however, that if the basic insurance amount is decreased, there is a possibility that the Contract<br />

will be classified as a Modified Endowment Contract. See Tax Treatment of Contract Benefits. You should consult<br />

with your tax adviser and your Pruco Life representative before requesting any decrease in basic insurance amount.<br />

Surrender of a Contract<br />

CONTRACT VALUES<br />

You may surrender your Contract at any time for its cash surrender value (referred to as net cash value in the Contract)<br />

while the insured is living. To surrender your Contract, we may require you to deliver or mail the following items in<br />

Good Order to a Service Office; the Contract, a signed request for surrender, and any tax withholding information<br />

required under federal or state law. Generally, we will pay your Contract’s cash surrender value within seven days<br />

after all the documents required for such a payment are received in Good Order at a Service Office. Surrender of a<br />

Contract may have tax consequences. See Tax Treatment of Contract Benefits.<br />

Additional requirements exist if you are exchanging your Contract for a new one at another insurance company.<br />

Specifically, a properly signed assignment to change ownership of your Contract to the new insurer and a request for<br />

surrender, signed by an authorized officer of the new insurer. The new insurer should submit these documents directly<br />

to Pruco Life by sending them in Good Order to our <strong>Custom</strong>er Value Service Center in Minneapolis. Generally, we will<br />

pay your Contract’s cash surrender value to the new insurer within seven days after all the documents required for<br />

such a payment are received in Good Order at our <strong>Custom</strong>er Value Service Center.<br />

How a Contract's Cash Surrender Value Will Vary<br />

The cash surrender value will be determined as of the end of the valuation period in which a surrender request is<br />

received in Good Order at a Service Office. The Contract's cash surrender value on any date will be the Contract Fund<br />

less any applicable surrender charges and less any Contract debt. The Contract Fund value changes daily, reflecting:<br />

(1) increases or decreases in the value of the variable investment option[s];<br />

(2) interest credited on any amounts allocated to the fixed rate option;<br />

35


(3) interest credited on any loan; and<br />

(4) the daily asset charge for mortality and expense risks assessed against the variable investment options.<br />

The Contract Fund value also changes to reflect the receipt of premium payments after any charges are deducted and<br />

the monthly deductions described under CHARGES AND EXPENSES. Upon request, we will tell you the cash<br />

surrender value of your Contract. It is possible for the cash surrender value of a Contract to decline to zero because of<br />

unfavorable investment performance or outstanding Contract debt.<br />

The tables on pages T1 through T3 in this prospectus illustrate approximately what the cash surrender values would be<br />

for representative Contracts paying certain premium amounts and assuming hypothetical uniform investment results in<br />

the Fund portfolios. All three of the tables assume maximum charges will be used throughout the lifetime of the<br />

insured. See ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS, AND ACCUMULATED<br />

PREMIUMS.<br />

Loans<br />

You may borrow an amount up to the current loan value of your Contract less any existing Contract debt using the<br />

Contract as the only security for the loan. The loan value at any time is equal to the sum of (1) 99% of the portion of<br />

the cash value attributable to the variable investment options and (2) the balance of the cash value, provided the<br />

Contract is not in default. The cash value is equal to the Contract Fund less any surrender charge. A Contract in<br />

default has no loan value. The minimum loan amount you may borrow is generally $500. In some states the minimum<br />

loan amount will be lower.<br />

Interest charged on a loan accrues daily. We charge interest on the full loan amount, including all unpaid interest.<br />

Interest is due on each Contract anniversary or when the loan is paid back, whichever comes first. If interest is not<br />

paid when due, we will increase the loan amount by any unpaid interest. We charge interest at an effective annual rate<br />

of 4% for standard loans.<br />

A portion of any amount you borrow on or after the 10th Contract anniversary may be considered a preferred loan. The<br />

maximum preferred loan amount is the total amount you may borrow minus the total net premiums paid (net premiums<br />

equal premiums paid less total withdrawals, if any). If the net premium amount is less than zero, we will, for purposes<br />

of this calculation, consider it to be zero. On the tenth Contract anniversary and each Contract anniversary thereafter,<br />

if the insured is living and the Contract is not in default, any existing loan amount will automatically be converted to a<br />

preferred loan to the extent that there is a preferred loan amount available. Preferred loans are charged interest at an<br />

effective annual rate of 3.10%.<br />

When a loan is made, an amount equal to the loan proceeds is transferred out of the variable investment options<br />

and/or the fixed rate option, as applicable. Unless you ask us to take the loan amount from specific variable investment<br />

options and we agree, the reduction will be made in the same proportions as the value in each variable investment<br />

option and the fixed rate option bears to the total value of the Contract. While a loan is outstanding, the amount that<br />

was transferred will continue to be treated as part of the Contract Fund. It will be credited with interest at an effective<br />

annual rate of 3%. On each Monthly date, we will increase the portion of the Contract Fund in the investment options<br />

by interest credits accrued on the loan since the last Monthly date. The net interest rate spread of a standard loan is<br />

1% and the net interest rate spread of a preferred loan is 0.10%.<br />

The Contract debt is the amount of all outstanding loans plus any interest accrued but not yet due. If, on any Monthly<br />

date, the Contract debt equals or exceeds the Contract Fund less any applicable surrender charges, the Contract will<br />

go into default. The No-Lapse Guarantee will not prevent default under those circumstances. We will notify you of a<br />

61-day grace period, within which time you may repay all or enough of the loan to obtain a positive cash surrender<br />

value and thus keep the Contract in-force. If the Contract lapses or is surrendered, the amount of unpaid Contract debt<br />

will be treated as a distribution and will be immediately taxable to the extent of gain in the Contract. Reinstatement of<br />

the Contract after lapse will not eliminate the taxable income, which we are required to report to the Internal Revenue<br />

Service. See LAPSE AND REINSTATEMENT and Tax Treatment of Contract Benefits - Pre-Death Distributions.<br />

Loans you take against the Contract are ordinarily treated as debt and are not considered distributions subject to tax.<br />

However, you should know that the Internal Revenue Service may take the position that the loan should be treated as a<br />

distribution for tax purposes because of the relatively low differential between the loan interest rate and the Contract’s<br />

crediting rate. Distributions are subject to income tax. Were the Internal Revenue Service to take this position, we<br />

would take reasonable steps to attempt to avoid this result, including modifying the Contract’s loan provisions, but<br />

cannot guarantee that such efforts would be successful.<br />

A loan will not cause the Contract to lapse as long as Contract debt does not equal or exceed the Contract Fund, less<br />

any applicable surrender charges. Loans from Modified Endowment Contracts may be treated for tax purposes as<br />

distributions of income. See Tax Treatment of Contract Benefits.<br />

36


Any Contract debt will directly reduce a Contract's cash surrender value and will be subtracted from the death benefit to<br />

determine the amount payable. In addition, even if the loan is fully repaid, it may have an effect on future death<br />

benefits because the investment results of the selected investment options will apply only to the amount remaining<br />

invested under those options. The longer the loan is outstanding, the greater the effect is likely to be. The effect could<br />

be favorable or unfavorable. If investment results are greater than the rate being credited on the amount of the loan<br />

while the loan is outstanding, values under the Contract will not increase as rapidly as they would have if no loan had<br />

been made. If investment results are below that rate, Contract values will be higher than they would have been had no<br />

loan been made.<br />

Loan repayments are applied to reduce the total outstanding Contract debt, which is equal to the principal plus accrued<br />

interest. Interest accrues daily on the total outstanding Contract debt, and making a loan repayment will reduce the<br />

amount of interest accruing.<br />

Loan repayments will be applied towards the loan according to when they are received. Loan interest is due 21 days<br />

prior to your Contract anniversary. If we receive your loan repayment within 21 days prior to your Contract anniversary,<br />

we will apply the repayment towards interest due on a standard loan first, then towards the interest due on a preferred<br />

loan, if applicable. Any loan repayment amount exceeding the interest due is applied towards the principal amount of a<br />

standard loan first, then towards the principal amount of a preferred loan, if applicable.<br />

If we receive your loan repayment at any time outside of 21 days prior to your Contract anniversary, we will apply the<br />

repayment towards the principal amount of a standard loan first, then to the principal amount of a preferred loan, if<br />

applicable. We will apply the remainder of the loan repayment towards the interest due on a standard loan, then<br />

towards the interest due on a preferred loan, if applicable.<br />

When you repay all or part of a loan, we will increase the portion of the Contract Fund in the investment options by the<br />

amount of the loan you repay plus interest credits accrued on the loan since the last transaction date. We will apply the<br />

loan repayment to the investment allocation used for future premium payments as of the loan payment date. If loan<br />

interest is paid when due, it will not change the portion of the Contract Fund allocated to the investment options. We<br />

reserve the right to change the manner in which we allocate loan repayments.<br />

Withdrawals<br />

You may withdraw a portion of the Contract's cash surrender value without surrendering the Contract, subject to the<br />

following restrictions:<br />

(a) Your Contract’s cash surrender value after the withdrawal may not be less than or equal to zero after deducting<br />

any charges associated with the withdrawal.<br />

(b) The cash surrender value after the withdrawal must be an amount that we estimate will be sufficient to cover two<br />

months of Contract Fund deductions.<br />

(c) The withdrawal amount must be at least $500.<br />

There is a transaction fee for each withdrawal, which is the lesser of: (a) $25 and; (b) 2% of the withdrawal amount. A<br />

withdrawal may not be repaid except as a premium subject to the applicable charges. Upon request, we will tell you<br />

how much you may withdraw. Withdrawal of the cash surrender value may have tax consequences. See Tax<br />

Treatment of Contract Benefits.<br />

Whenever a withdrawal is made, the death benefit will immediately be reduced by at least the amount of the<br />

withdrawal. Withdrawals under Type B (variable) and Type C (return of premium) Contracts, will not change the basic<br />

insurance amount. However, under a Type A (fixed) Contract, the withdrawal may require a reduction in the basic<br />

insurance amount and Target Term Rider coverage amount. If a decrease in basic insurance amount reduces a<br />

coverage segment below its surrender charge threshold, a surrender charge may be deducted. See Surrender<br />

Charges. No withdrawal will be permitted under a Type A (fixed) Contract if it would result in a basic insurance amount<br />

of less than the minimum basic insurance amount shown under Contract Limitations in your Contract Data pages. It is<br />

important to note, however, that if the basic insurance amount is decreased, there is a possibility that the Contract<br />

might be classified as a Modified Endowment Contract. Before making any withdrawal that causes a decrease in basic<br />

insurance amount, you should consult with your tax adviser and your Pruco Life representative. See Tax Treatment of<br />

Contract Benefits.<br />

Currently, we will provide an authorization form if your withdrawal request causes a decrease in basic insurance<br />

amount that results in your Contract being classified as a Modified Endowment Contract. The authorization form will<br />

confirm that you are aware of your Contract becoming a Modified Endowment Contract if the transaction is completed.<br />

We will complete the transaction and send a confirmation notice after we receive the completed authorization form in<br />

Good Order at a Service Office.<br />

37


When a withdrawal is made, the Contract Fund is reduced by the withdrawal amount and any charges associated with<br />

the withdrawal. An amount equal to the reduction in the Contract Fund will be withdrawn proportionally from the<br />

investment options unless you direct otherwise. Withdrawal of any portion of the cash surrender value increases the<br />

risk that the Contract Fund may be insufficient to provide Contract benefits. If such a withdrawal is followed by<br />

unfavorable investment experience, the Contract may go into default. Withdrawals may also affect whether a Contract<br />

is kept in-force under the No-Lapse Guarantee, since withdrawals decrease your Accumulated Net Payments. See<br />

No-Lapse Guarantee.<br />

Generally, we will pay any withdrawal amount within seven days after all the documents required for such a payment<br />

are received in Good Order at a Service Office. See When Proceeds Are Paid.<br />

A Contract returned during the “free-look” period shall be deemed void from the beginning, and not considered a<br />

surrender or withdrawal.<br />

LAPSE AND REINSTATEMENT<br />

We will determine the value of the Contract Fund on each Monthly date. If the Contract Fund less any applicable<br />

surrender charges is zero or less, the Contract is in default unless it remains in-force under a No-Lapse Guarantee,<br />

assuming there are no outstanding loans. See No-Lapse Guarantee. Separately, if the Contract debt ever grows to<br />

be equal to or more than the Contract Fund less any applicable surrender charges, the Contract will be in default.<br />

Should this happen, we will send you a notice of default setting forth the payment which we estimate will keep the<br />

Contract in-force for three months from the date of default. This payment must be received at the Payment Office<br />

within the 61-day grace period after the notice of default is mailed or the Contract will end and have no value. A<br />

Contract that lapses with an outstanding Contract loan may have tax consequences. See Tax Treatment of Contract<br />

Benefits.<br />

A Contract that ended in default may be reinstated within five years after the date of default, if the following conditions<br />

are met:<br />

(1) renewed evidence of insurability is provided on the insured;<br />

(2) submission of certain payments sufficient to bring the Contract up to date plus a premium that we estimate will<br />

cover all charges and deductions for the next three months; and<br />

(3) any Contract debt with interest to date is restored or paid back. If the Contract debt is restored and the debt with<br />

interest would exceed the loan value of the reinstated Contract, the excess must be paid to us before<br />

reinstatement.<br />

The reinstatement date will be the date we approve your request. We will deduct all required charges from your<br />

payment and the balance will be placed into your Contract Fund. If we approve the reinstatement, we will credit the<br />

Contract Fund with an amount equal to the surrender charge applicable as of the date of reinstatement.<br />

Tax Treatment of Contract Benefits<br />

TAXES<br />

This summary provides general information on the federal income tax treatment of the Contract. It is not a complete<br />

statement of what the federal income taxes will be in all circumstances. It is based on current law and interpretations,<br />

which may change. It does not cover state taxes or other taxes. It is not intended as tax advice. You should consult<br />

your own tax adviser for complete information and advice.<br />

Treatment as Life Insurance. The Contract must meet certain requirements to qualify as life insurance for tax<br />

purposes. These requirements include certain definitional tests and rules for diversification of the Contract’s<br />

investments. For further information on the diversification requirements, see Taxation of the Fund in the statement of<br />

additional information for the Series Fund.<br />

In order to meet the definition of life insurance rules for federal income tax purposes, the Contract must satisfy one of<br />

the two following tests: (1) Cash Value Accumulation Test or (2) Guideline Premium Test. At issue, the Contract<br />

owner chooses which of these two tests will apply to their Contract. This choice cannot be changed thereafter.<br />

Under the Cash Value Accumulation Test, the Contract must maintain a minimum ratio of death benefit to cash value.<br />

Therefore, in order to ensure that the Contract qualifies as life insurance, the Contract's death benefit may increase as<br />

the Contract Fund value increases. The death benefit, at all times, must be at least equal to the Contract Fund<br />

multiplied by the applicable attained age factor. A listing of attained age factors can be found on your Contract Data<br />

pages.<br />

38


Under the Guideline Premium Test, there is a limit as to the amount of premium that can be paid into the Contract in<br />

relation to the death benefit. In addition, there is a minimum ratio of death benefit to cash value associated with this<br />

test. This ratio, however, is less than the required ratio under the Cash Value Accumulation Test. Therefore, the death<br />

benefit required under this test is generally lower than that of the Cash Value Accumulation Test.<br />

The selection of the definition of life insurance test most appropriate for you is dependent on several factors, including<br />

the insured’s age at issue, actual Contract earnings, and whether or not the Contract is classified as a Modified<br />

Endowment Contract. You should consult your own tax adviser for complete information and advice with respect to the<br />

selection of the definition of life insurance test.<br />

We believe we have taken adequate steps to insure that the Contract qualifies as life insurance for tax purposes.<br />

Generally speaking, this means that:<br />

• you will not be taxed on the growth of the funds in the Contract, unless you receive a distribution from the Contract,<br />

or if the Contract lapses or is surrendered, and<br />

• the Contract's death benefit will generally be income tax free to your beneficiary. However, your death benefit may<br />

be subject to estate taxes.<br />

• we may refuse to accept any payment that increases the death benefit by more than it increases the Contract<br />

Fund.<br />

Although we believe that the Contract should qualify as life insurance for tax purposes, there are some uncertainties,<br />

particularly because the Secretary of Treasury has not yet issued permanent regulations that bear on this question.<br />

Accordingly, we reserve the right to make changes -- which will be applied uniformly to all Contract owners after<br />

advance written notice -- that we deem necessary to insure that the Contract will qualify as life insurance.<br />

Pre-Death Distributions. The tax treatment of any distribution you receive before the insured’s death depends on<br />

whether the Contract is classified as a Modified Endowment Contract.<br />

Contracts Not Classified as Modified Endowment Contracts<br />

• If you surrender the Contract or allow it to lapse, you will be taxed on the amount you received in excess of the<br />

premiums you paid less the untaxed portion of any prior withdrawals. For this purpose, you will be treated as<br />

receiving any portion of the cash surrender value used to repay Contract debt. In other words, you will<br />

immediately have taxable income to the extent of gain in the Contract. Reinstatement of the Contract after<br />

lapse will not eliminate the taxable income, which we are required to report to the Internal Revenue Service.<br />

The tax consequences of a surrender may differ if you take the proceeds under an income payment settlement<br />

option.<br />

• Generally, you will be taxed on a withdrawal to the extent the amount you receive exceeds the premiums you<br />

paid for the Contract less the untaxed portion of any prior withdrawals. However, under some limited<br />

circumstances, in the first 15 Contract years, all or a portion of a withdrawal may be taxed if the Contract Fund<br />

exceeds the total premiums paid less the untaxed portions of any prior withdrawals, even if total withdrawals do<br />

not exceed total premiums paid.<br />

• Extra premiums for optional benefits and riders generally do not count in computing the premiums paid for the<br />

Contract for the purposes of determining whether a withdrawal is taxable.<br />

• Loans you take against the Contract are ordinarily treated as debt and are not considered distributions subject<br />

to tax. However, you should know that the Internal Revenue Service may take the position that the preferred<br />

loan should be treated as a distribution for tax purposes because of the relatively low differential between the<br />

loan interest rate and Contract’s crediting rate. Were the Internal Revenue Service to take this position, we<br />

would take reasonable steps to avoid this result, including modifying the Contract’s loan provisions.<br />

39


Modified Endowment Contracts<br />

• The rules change if the Contract is classified as a Modified Endowment Contract. The Contract could be<br />

classified as a Modified Endowment Contract if premiums in amounts that are too large are paid or a decrease<br />

in the basic insurance amount is made (or a rider removed). The addition of a rider or an increase in the basic<br />

insurance amount may also cause the Contract to be classified as a Modified Endowment Contract if a<br />

significant premium is paid in conjunction with an increase or the addition of a rider. We will notify you if a<br />

premium or a change in basic insurance amount would cause the Contract to become a Modified Endowment<br />

Contract, and advise you of your options. You should first consult a tax adviser and your Pruco Life<br />

representative if you are contemplating any of these steps.<br />

• If the Contract is classified as a Modified Endowment Contract, then amounts you receive under the Contract<br />

before the insured's death, including loans and withdrawals, are included in income to the extent that the<br />

Contract Fund before surrender charges exceeds the premiums paid for the Contract increased by the amount<br />

of any loans previously included in income and reduced by any untaxed amounts previously received other<br />

than the amount of any loans excludible from income. An assignment of a Modified Endowment Contract is<br />

taxable in the same way. These rules also apply to pre-death distributions, including loans and assignments,<br />

made during the two-year period before the time that the Contract became a Modified Endowment Contract.<br />

• Any taxable income on pre-death distributions (including full surrenders) is subject to a penalty of 10 percent<br />

unless the amount is received on or after age 59½, on account of your becoming disabled or as a life annuity.<br />

It is presently unclear how the penalty tax provisions apply to Contracts owned by businesses.<br />

• All Modified Endowment Contracts issued by us to you during the same calendar year are treated as a single<br />

Contract for purposes of applying these rules.<br />

Investor Control. Treasury Department regulations do not provide specific guidance concerning the extent to which<br />

you may direct your investment in the particular variable investment options without causing you, instead of Pruco Life,<br />

to be considered the owner of the underlying assets. Because of this uncertainty, we reserve the right to make such<br />

changes as we deem necessary to assure that the Contract qualifies as life insurance for tax purposes. Any such<br />

changes will apply uniformly to affected Contract owners and will be made with such notice to affected Contract owners<br />

as is feasible under the circumstances.<br />

Withholding. You must affirmatively elect that no taxes be withheld from a pre-death distribution. Otherwise, the<br />

taxable portion of any amounts you receive will be subject to withholding. You are not permitted to elect out of<br />

withholding if you do not provide a social security number or other taxpayer identification number. You may be subject<br />

to penalties under the estimated tax payment rules if your withholding and estimated tax payments are insufficient to<br />

cover the tax due.<br />

Other Tax Considerations. If you transfer or assign the Contract to someone else, there may be gift, estate and/or<br />

income tax consequences. If you transfer the Contract to a person two or more generations younger than you (or<br />

designate such a younger person as a beneficiary), there may be Generation Skipping Transfer tax consequences.<br />

Deductions for interest paid or accrued on Contract debt or on other loans that are incurred or continued to purchase or<br />

carry the Contract may be denied. Your individual situation or that of your beneficiary will determine the federal estate<br />

taxes and the state and local estate, inheritance and other taxes due if you or the insured dies.<br />

Business-Owned Life Insurance. If a business, rather than an individual, is the owner of the Contract, there are<br />

some additional rules. Business Contract owners generally cannot deduct premium payments. Business Contract<br />

owners generally cannot take tax deductions for interest on Contract debt paid or accrued after October 13, 1995. An<br />

exception permits the deduction of interest on policy loans on Contracts for up to 20 key persons. The interest<br />

deduction for Contract debt on these loans is limited to a prescribed interest rate and a maximum aggregate loan<br />

amount of $50,000 per key insured person. The corporate alternative minimum tax also applies to business-owned life<br />

insurance. This is an indirect tax on additions to the Contract Fund or death benefits received under business-owned<br />

life insurance policies.<br />

For business-owned life Insurance Coverage issued after August 17, 2006, death benefits will generally be taxable as<br />

ordinary income to the extent it exceeds cost basis. Life insurance death benefits will continue to be generally income<br />

tax free if, prior to policy issuance, the employer provided a prescribed notice to the proposed insured/employee,<br />

obtained the employee's consent to the life insurance, and one of the following requirements is met: (a) the insured<br />

was an employee at any time during the 12-month period prior to his or her death; (b) the insured was a director or<br />

highly compensated employee or individual (as defined in the Code) at the time the policy was issued; or (c) the death<br />

benefits are paid to the insured's heirs or his or her designated beneficiaries (other than the employer), either directly<br />

as a death benefit or received from the purchase of an equity (or capital or profits) interest in the applicable<br />

policyholder. Annual reporting and record keeping requirements will apply to employers maintaining such businessowned<br />

life insurance.<br />

40


DISTRIBUTION AND COMPENSATION<br />

Pruco Securities, LLC (“Prusec”), an indirect wholly-owned subsidiary of <strong>Prudential</strong> Financial, acts as the principal<br />

underwriter of the Contract. Prusec, organized on September 22, 2003 under New Jersey law, is registered as a<br />

broker and dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities<br />

Dealers, Inc. (Prusec is a successor company to Pruco Securities Corporation, established on February 22, 1971.)<br />

Prusec’s principal business address is 751 Broad Street, Newark, New Jersey 07102-3777. Prusec serves as principal<br />

underwriter of the variable insurance Contracts issued by Pruco Life. The Contract is sold by registered<br />

representatives of Prusec who are also our appointed insurance agents under state insurance law. The Contract may<br />

also be sold through other broker-dealers authorized by Prusec and applicable law to do so. Prusec received gross<br />

distribution revenue for its variable life insurance products of $91,615,140 in 2006, $95,241,637 in 2005, and<br />

$114,496,331 in 2004. Prusec passes through the gross distribution revenue it receives to broker-dealers for their<br />

sales and does not retain any portion of it in return for its services as distributor for the policies. However, Prusec does<br />

retain a portion of compensation it receives with respect to sales by its representatives. Prusec retained compensation<br />

of $11,528,129 in 2006, $15,018,502 in 2005, and $10,572,253 in 2004. Prusec offers the Contract on a continuous<br />

basis.<br />

On July 1, 2003, <strong>Prudential</strong> Financial combined its retail securities brokerage and clearing operations with those of<br />

Wachovia Corporation (“Wachovia”) and formed Wachovia Securities Financial Holdings, LLC (“Wachovia Securities”),<br />

a joint venture headquartered in Richmond, Virginia. <strong>Prudential</strong> Financial has a 38% ownership interest in the joint<br />

venture, while Wachovia owns the remaining 62%.<br />

Wachovia Securities is a national retail brokerage organization providing securities brokerage and financial advisory<br />

services to individuals and businesses. Wachovia and Wachovia Securities are key distribution partners for certain<br />

products of <strong>Prudential</strong> Financial affiliates, including individual life insurance, mutual funds, and individual annuities that<br />

are distributed through their financial advisors, bank channel and independent channel. In addition, <strong>Prudential</strong> Financial<br />

is a service provider to the managed account platform and certain wrap-fee programs offered by Wachovia Securities.<br />

Compensation (commissions, overrides, and any expense reimbursement allowance) is paid to broker-dealers that are<br />

registered under the Exchange Act and/or entities that are exempt from such registration (“firms”) according to one or<br />

more schedules. The individual representative will receive all or a portion of the compensation, depending on the<br />

practice of the firm. Compensation is based on a premium value referred to as the Commissionable Target Premium.<br />

The Commissionable Target Premium is equal to the first year's surrender charge (which is found in your Contract Data<br />

pages) divided by the Percentage of Sales Load Target Premium at start of year one from the table in the Surrender<br />

Charges section of this prospectus, plus the premium for any riders other than the Target Term Rider. The<br />

Commissionable Target Premium will vary by issue age, sex, smoker/nonsmoker, substandard rating class, and any<br />

riders selected by the Contract owner, with the exception of the Target Term Rider.<br />

Pruco Life pays significantly lower compensation on a Contract with a Target Term Rider than on an all base Contract<br />

with the same initial death benefit and premium payments because the Target Term Rider is not used in the<br />

determination of the Commissionable Target Premium.<br />

Broker-dealers will receive compensation of up to 122% of premiums received in the first 24 months following the<br />

Contract Date on total premiums received since issue up to the Commissionable Target Premium, and up to 6% on<br />

premiums received in year two in excess of the first year's Commissionable Target Premium up to the second year's<br />

Commissionable Target Premium, up to 6% on premiums received in years three and four, and up to 5% in years five<br />

through 10 up to the Commissionable Target Premium in each Contract year. Moreover, broker-dealers will receive<br />

compensation up to 4.2% on premiums received in year one, and up to 3.75% on premiums received in years two<br />

through 10 to the extent that premiums in any year exceed the Commissionable Target Premium. Broker-dealers will<br />

also receive compensation in years two and beyond of up to 0.25% of the Contract Fund, net of Contract debt.<br />

If the basic insurance amount is increased, broker-dealers will receive compensation of up to 122% on premiums<br />

received up to the Commissionable Target Premium for the increase received in the first 12 months following the<br />

effective date of the increase and up to 6% of premiums received in years two through four, and up to 5% on premiums<br />

received in years five through 10 up to the Commissionable Target Premium for the increase. Moreover, brokerdealers<br />

will receive compensation of up to 4.2% on premiums received in year one, and up to 3.75% on premiums<br />

received in years two through 10 following the effective date of the increase to the extent that premiums in any year<br />

exceed the Commissionable Target Premium.<br />

Prusec registered representatives who sell the Contract are also our life insurance agents, and may be eligible for<br />

various cash bonuses and insurance benefits and non-cash compensation programs that we or our affiliates offer such<br />

as conferences, trips, prizes and awards, subject to applicable regulatory requirements. In some circumstances and to<br />

41


the extent permitted by applicable regulatory requirements, we may also reimburse certain sales and marketing<br />

expenses.<br />

In addition, in an effort to promote the sale of our variable products (which may include the placement of our Contracts<br />

on a preferred or recommended company or product list and/or access to a broker-dealer’s registered representatives),<br />

we or Prusec may enter into compensation arrangements with certain broker-dealer firms authorized by Prusec to sell<br />

the Contract, or branches of such firms, with respect to certain or all registered representatives of such firms under<br />

which such firms may receive separate compensation or reimbursement for, among other things, training of sales<br />

personnel, marketing and/or administrative and/or other services they provide to us or our affiliates. To the extent<br />

permitted by NASD rules and other applicable laws and regulations, Prusec may pay or allow other promotional<br />

incentives or payments in the form of cash or non-cash compensation. These arrangements may not be offered to all<br />

firms, and the terms of such arrangements may differ between firms. You should note that firms and individual<br />

registered representatives and branch managers within some firms participating in one of these compensation<br />

arrangements might receive greater compensation for selling the Contract than for selling a different Contract that is<br />

not eligible for these compensation arrangements.<br />

While compensation is generally taken into account as an expense in considering the charges applicable to a variable<br />

life insurance product, any such compensation will be paid by us, and will not result in any additional charge to you or<br />

to the separate account. Your registered representative can provide you with more information about the<br />

compensation arrangements that apply upon the sale of the Contract.<br />

LEGAL PROCEEDINGS<br />

Pruco Life’s litigation and regulatory matters are subject to legal and regulatory actions in the ordinary course of its<br />

businesses, which may include class action lawsuits. Pending legal and regulatory actions include proceedings<br />

relating to aspects of the businesses and operations that are specific to Pruco Life and that are typical of the<br />

businesses in which Pruco Life operates. Class action and individual lawsuits may involve a variety of issues and/or<br />

allegations, which include sales practices, underwriting practices, claims payment and procedures, premium charges,<br />

policy servicing and breach of fiduciary duties to customers. Pruco Life may also be subject to litigation arising out of<br />

its general business activities, such as its investments and third party contracts. In certain of these matters, the<br />

plaintiffs may seek large and/or indeterminate amounts, including punitive or exemplary damages.<br />

Stewart v. <strong>Prudential</strong>, et al. is a lawsuit brought in the Circuit Court of the First Judicial District of Hinds County,<br />

Mississippi by the beneficiaries of an alleged life insurance policy against Pruco Life and <strong>Prudential</strong>. The complaint<br />

alleges that the <strong>Prudential</strong> defendants acted in bad faith when they failed to pay a death benefit on an alleged contract<br />

of insurance that was never delivered. In February 2006, the jury awarded the plaintiffs $1.4 million in compensatory<br />

damages and $35 million in punitive damages. Motions for a new trial, judgment notwithstanding the verdict and<br />

remittitur, were denied in June 2006. Pruco Life’s appeal with the Mississippi Supreme Court is pending.<br />

Pruco Life’s litigation and regulatory matters are subject to many uncertainties, and given the complexity and scope,<br />

the outcomes cannot be predicted. It is possible that the results of operations or the cash flow of Pruco Life in a<br />

particular quarterly or annual period could be materially affected by an ultimate unfavorable resolution of litigation and<br />

regulatory matters, depending, in part, upon the results of operations or cash flow for such period. Management<br />

believes, however, that the ultimate outcome of all pending litigation and regulatory matters, after consideration of<br />

applicable reserves and rights to indemnification, should not have a material adverse effect on Pruco Life’s financial<br />

position.<br />

ILLUSTRATIONS OF CASH SURRENDER VALUES, DEATH BENEFITS, AND<br />

ACCUMULATED PREMIUMS<br />

The following tables (pages T1 through T3) show how a Contract’s death benefit and cash surrender values change<br />

with the investment experience of the Account. They are "hypothetical" because they are based, in part, upon several<br />

assumptions, which are described below. All three tables assume the following:<br />

• a Contract bought by a 32 year old male, Preferred Nonsmoker, with no extra risks or substandard ratings, and no<br />

extra benefit riders added to the Contract.<br />

• a given premium amount is paid on each Contract anniversary and no loans are taken.<br />

• maximum contractual charges, before any fee waivers, reimbursement of expenses, or expense reductions, if any,<br />

have been made since issue.<br />

42


• the Contract Fund has been invested in equal amounts in each of the 40 portfolios of the Funds and no portion of<br />

the Contract Fund has been allocated to the fixed-rate option.<br />

The first table (page T1) assumes: (1) a Type A (fixed) Contract has been purchased, (2) a $100,000 basic insurance<br />

amount, and (3) a Cash Value Accumulation Test has been elected for definition of life insurance testing.<br />

The second table (page T2) assumes: (1) a Type A (fixed) Contract has been purchased, (2) a $100,000 basic<br />

insurance amount, and (3) a Guideline Premium Test has been elected for definition of life insurance testing.<br />

The third table (page T3) assumes: (1) a Type B (variable) Contract has been purchased, (2) a $100,000 basic<br />

insurance amount, and (3) a Cash Value Accumulation Test has been elected for definition of life insurance testing.<br />

Finally, there are three assumptions, shown separately, about the average investment performance of the portfolios.<br />

The first is that there will be a uniform 0% gross rate of return with the average value of the Contract Fund uniformly<br />

adversely affected by very unfavorable investment performance. The other two assumptions are that investment<br />

performance will be at a uniform gross annual rate of 6% and 12%. Actual returns will fluctuate from year to year. In<br />

addition, death benefits and cash surrender values would be different from those shown if investment returns averaged<br />

0%, 6%, and 12% but fluctuated from those averages throughout the years. Nevertheless, these assumptions help<br />

show how the Contract values will change with investment experience.<br />

The first column in the following tables shows the Contract year. The second column, to provide context, shows what<br />

the aggregate amount would be if the premiums had been invested to earn interest, after taxes, at 4% compounded<br />

annually. The next three columns show the death benefit payable in each of the years shown for the three different<br />

assumed investment returns. The last three columns show the cash surrender value payable in each of the years<br />

shown for the three different assumed investment returns. The death benefits and cash surrender values shown reflect<br />

the deduction of all expenses and charges both from the Funds and under the Contract.<br />

A gross return (as well as the net return) is shown at the top of each column. The gross return represents the combined<br />

effect of investment income and capital gains and losses, realized or unrealized, of the portfolios before any reduction<br />

is made for investment advisory fees or other Fund expenses.<br />

The net return reflects average total annual expenses of the 40 portfolios of 0.91%, and the daily deduction from the<br />

Contract Fund of 0.45% per year. Assuming maximum charges, gross returns of 0%, 6%, and 12% are the equivalent<br />

of net returns of -1.36%, 4.64%, and 10.64%, respectively. The actual fees and expenses of the portfolios associated<br />

with a particular Contract may be more or less than 0.91% and will depend on which variable investment options are<br />

selected.<br />

The Contract allows you to invest your net premium dollars in a variety of professionally managed funds. Fluctuating<br />

investment returns in these funds, together with the actual pattern of your premium payments, our Contract charges,<br />

and any loans and withdrawals you may make will generate different Contract values than those illustrated, even if the<br />

averages of the investment rates of return over the years were to match those illustrated. We strongly recommend<br />

periodic Contract reviews with your Pruco Life representative. Reviews are an excellent way to monitor the<br />

performance of the Contract against your expectations and to identify adjustments that may be necessary to meet your<br />

needs.<br />

If you are considering the purchase of a variable life insurance contract from another insurance company, you should<br />

not rely upon these tables for comparison purposes. A comparison between two tables, each showing values for a 32<br />

year old man using maximum charges, may be useful for a 32 year old man, but would be inaccurate if made for<br />

insureds of other issue ages, sex, or rating class. Your Pruco Life representative can provide you with a hypothetical<br />

illustration using current charges for your own issue age, sex, and rating class.<br />

43


End of<br />

Policy<br />

Year<br />

Premiums<br />

Accumulated<br />

at 4% Interest<br />

Per Year<br />

PRULIFE CUSTOM PREMIER <strong>II</strong> VARIABLE UNIVERSAL LIFE<br />

CASH VALUE ACCUMULATION TEST<br />

TYPE A (FIXED) DEATH BENEFIT<br />

MALE NON-SMOKER PLUS ISSUE AGE 32<br />

$100,000 BASIC INSURANCE AMOUNT<br />

ASSUME PAYMENT OF $1,200 ANNUAL PREMIUMS IN ALL YEARS<br />

USING MAXIMUM CHARGES<br />

Death Benefit (1)<br />

0% Gross<br />

(-1.36% Net)<br />

6% Gross<br />

(4.64% Net)<br />

ILLUSTRATIONS<br />

Assuming Hypothetical Gross (and Net)<br />

Annual Investment Return of<br />

12% Gross<br />

(10.64% Net)<br />

0% Gross<br />

(-1.36% Net)<br />

Cash Surrender Value (1)<br />

Assuming Hypothetical Gross (and Net)<br />

Annual Investment Return of<br />

6% Gross<br />

(4.64% Net)<br />

12% Gross<br />

(10.64% Net)<br />

1 $1,248<br />

$100,000 $100,000 $100,000 $0 $0 $0<br />

2 $2,546<br />

$100,000 $100,000 $100,000 $141 $256 $376<br />

3 $3,896<br />

$100,000 $100,000 $100,000 $741 $970 $1,218<br />

4 $5,300<br />

$100,000 $100,000 $100,000 $1,326 $1,710 $2,143<br />

5 $6,760<br />

$100,000 $100,000 $100,000 $1,895 $2,477 $3,160<br />

6 $8,278<br />

$100,000 $100,000 $100,000 $2,591 $3,413 $4,418<br />

7 $9,857<br />

$100,000 $100,000 $100,000 $3,267 $4,375 $5,784<br />

8 $11,499<br />

$100,000 $100,000 $100,000 $3,924 $5,363 $7,270<br />

9 $13,207<br />

$100,000 $100,000 $100,000 $4,559 $6,376 $8,885<br />

10 $14,984<br />

$100,000 $100,000 $100,000 $5,172 $7,414 $10,644<br />

15 $24,989<br />

$100,000 $100,000 $100,000 $7,268 $12,399 $21,581<br />

20 $37,163<br />

$100,000 $100,000 $100,000 $8,446 $17,859 $39,092<br />

25 $51,974<br />

$100,000 $100,000 $144,196 $8,347 $23,659 $67,068<br />

30 $69,994<br />

$100,000 $100,000 $205,888 $6,143 $29,293 $110,100<br />

35 $91,918<br />

$100,000 $100,000 $288,587 $94 $33,678 $174,901<br />

40 $118,592<br />

$0 (2) $100,000 $397,875 $0 (2) $34,782 $270,664<br />

45 $151,045<br />

$0 $100,000 $547,260 $0 $27,135 $408,403<br />

50 $190,528<br />

$0 $0 (2) $748,263 $0 $0 (2) $603,438<br />

55 $238,567<br />

$0 $0 $1,025,933 $0 $0 $876,866<br />

60 $297,012<br />

$0 $0 $1,414,753 $0 $0 $1,263,173<br />

65 $368,120<br />

$0 $0 $1,953,699 $0 $0 $1,843,113<br />

68 $417,981<br />

$0 $0 $2,391,990 $0 $0 $2,345,088<br />

(1) Assumes no Contract loan has been made.<br />

(2) Based on a gross return of 0%, the contract would go into default in policy year 39, unless an additional premium payment was made.<br />

Based on a gross return of 6%, the contract would go into default in policy year 50, unless an additional premium payment was made.<br />

The hypothetical investment rates of return shown above and elsewhere in this prospectus are illustrative only and should not be<br />

deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown<br />

and will depend on a number of factors including the investment allocations made by an owner, prevailing interest rates, and rates<br />

of inflation. The death benefit and cash surrender value for a contract would be different from those shown if the actual rates<br />

of return averaged 0%, 6%, 12% over a period of years, but also fluctuated above or below those averages for individual contract<br />

years. No representations can be made by Pruco Life or the Funds that these hypothetical rates of return can be achieved for any<br />

one year or sustained over any period of time.<br />

T1


End of<br />

Policy<br />

Year<br />

Premiums<br />

Accumulated<br />

at 4% Interest<br />

Per Year<br />

PRULIFE CUSTOM PREMIER <strong>II</strong> VARIABLE UNIVERSAL LIFE<br />

GUIDELINE PREMIUM TEST<br />

TYPE A (FIXED) DEATH BENEFIT<br />

MALE NON-SMOKER PLUS ISSUE AGE 32<br />

$100,000 BASIC INSURANCE AMOUNT<br />

ASSUME PAYMENT OF $1,200 ANNUAL PREMIUMS IN ALL YEARS<br />

USING MAXIMUM CHARGES<br />

Death Benefit (1)<br />

Assuming Hypothetical Gross (and Net)<br />

Annual Investment Return of<br />

0% Gross<br />

(-1.36% Net)<br />

6% Gross<br />

(4.64% Net)<br />

12% Gross<br />

(10.64% Net)<br />

0% Gross<br />

(-1.36% Net)<br />

Cash Surrender Value (1)<br />

Assuming Hypothetical Gross (and Net)<br />

Annual Investment Return of<br />

6% Gross<br />

(4.64% Net)<br />

12% Gross<br />

(10.64% Net)<br />

1 $1,248<br />

$100,000 $100,000 $100,000 $0 $0 $0<br />

2 $2,546<br />

$100,000 $100,000 $100,000 $141 $256 $376<br />

3 $3,896<br />

$100,000 $100,000 $100,000 $741 $970 $1,218<br />

4 $5,300<br />

$100,000 $100,000 $100,000 $1,326 $1,710 $2,143<br />

5 $6,760<br />

$100,000 $100,000 $100,000 $1,895 $2,477 $3,160<br />

6 $8,278<br />

$100,000 $100,000 $100,000 $2,591 $3,413 $4,418<br />

7 $9,857<br />

$100,000 $100,000 $100,000 $3,267 $4,375 $5,784<br />

8 $11,499<br />

$100,000 $100,000 $100,000 $3,924 $5,363 $7,270<br />

9 $13,207<br />

$100,000 $100,000 $100,000 $4,559 $6,376 $8,885<br />

10 $14,984<br />

$100,000 $100,000 $100,000 $5,172 $7,414 $10,644<br />

15 $24,989<br />

$100,000 $100,000 $100,000 $7,268 $12,399 $21,581<br />

20 $37,163<br />

$100,000 $100,000 $100,000 $8,446 $17,859 $39,092<br />

25 $51,974<br />

$100,000 $100,000 $100,000 $8,347 $23,659 $67,989<br />

30 $69,994<br />

$100,000 $100,000 $148,260 $6,143 $29,293 $115,828<br />

35 $91,918<br />

$100,000 $100,000 $229,986 $94 $33,678 $193,266<br />

40 $118,592<br />

$0 (2) $100,000 $359,014 $0 (2) $34,782 $317,712<br />

45 $151,045<br />

$0 $100,000 $548,256 $0 $27,135 $522,149<br />

50 $190,528<br />

$0 $0 (2) $895,344 $0 $0 (2) $852,708<br />

55 $238,567<br />

$0 $0 $1,440,553 $0 $0 $1,371,955<br />

60 $297,012<br />

$0 $0 $2,260,237 $0 $0 $2,173,305<br />

65 $368,120<br />

$0 $0 $3,556,968 $0 $0 $3,556,968<br />

68 $417,981<br />

$0 $0 $4,820,379 $0 $0 $4,820,379<br />

(1) Assumes no Contract loan has been made.<br />

(2) Based on a gross return of 0%, the contract would go into default in policy year 39, unless an additional premium payment was made.<br />

Based on a gross return of 6%, the contract would go into default in policy year 50, unless an additional premium payment was made.<br />

The hypothetical investment rates of return shown above and elsewhere in this prospectus are illustrative only and should not be<br />

deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown<br />

and will depend on a number of factors including the investment allocations made by an owner, prevailing interest rates, and rates<br />

of inflation. The death benefit and cash surrender value for a contract would be different from those shown if the actual rates<br />

of return averaged 0%, 6%, 12% over a period of years, but also fluctuated above or below those averages for individual contract<br />

years. No representations can be made by Pruco Life or the Funds that these hypothetical rates of return can be achieved for any<br />

one year or sustained over any period of time.<br />

T2


End of<br />

Policy<br />

Year<br />

Premiums<br />

Accumulated<br />

at 4% Interest<br />

Per Year<br />

PRULIFE CUSTOM PREMIER <strong>II</strong> VARIABLE UNIVERSAL LIFE<br />

CASH VALUE ACCUMULATION TEST<br />

TYPE B (VARIABLE) DEATH BENEFIT<br />

MALE NON-SMOKER PLUS ISSUE AGE 32<br />

$100,000 BASIC INSURANCE AMOUNT<br />

ASSUME PAYMENT OF $1,200 ANNUAL PREMIUMS IN ALL YEARS<br />

USING MAXIMUM CHARGES<br />

Death Benefit (1)<br />

Assuming Hypothetical Gross (and Net)<br />

Annual Investment Return of<br />

0% Gross<br />

(-1.36% Net)<br />

6% Gross<br />

(4.64% Net)<br />

12% Gross<br />

(10.64% Net)<br />

0% Gross<br />

(-1.36% Net)<br />

Cash Surrender Value (1)<br />

Assuming Hypothetical Gross (and Net)<br />

Annual Investment Return of<br />

6% Gross<br />

(4.64% Net)<br />

12% Gross<br />

(10.64% Net)<br />

1 $1,248<br />

$100,373 $100,414 $100,456 $0 $0 $0<br />

2 $2,546<br />

$100,985 $101,100 $101,220 $138 $253 $373<br />

3 $3,896<br />

$101,582 $101,810 $102,058 $735 $963 $1,211<br />

4 $5,300<br />

$102,163 $102,545 $102,976 $1,316 $1,698 $2,129<br />

5 $6,760<br />

$102,727 $103,305 $103,983 $1,880 $2,458 $3,136<br />

6 $8,278<br />

$103,272 $104,088 $105,085 $2,569 $3,385 $4,382<br />

7 $9,857<br />

$103,796 $104,893 $106,290 $3,237 $4,334 $5,731<br />

8 $11,499<br />

$104,299 $105,722 $107,608 $3,884 $5,307 $7,193<br />

9 $13,207<br />

$104,779 $106,572 $109,049 $4,508 $6,301 $8,778<br />

10 $14,984<br />

$105,234 $107,444 $110,624 $5,107 $7,317 $10,497<br />

15 $24,989<br />

$107,100 $112,089 $121,005 $7,100 $12,089 $21,005<br />

20 $37,163<br />

$108,093 $117,055 $137,224 $8,093 $17,055 $37,224<br />

25 $51,974<br />

$107,688 $121,755 $162,365 $7,688 $21,755 $62,365<br />

30 $69,994<br />

$105,061 $125,067 $201,080 $5,061 $25,067 $101,080<br />

35 $91,918<br />

$100,000 $124,744 $264,217 $0 $24,744 $160,131<br />

40 $118,592<br />

$0 (2) $117,040 $364,899 $0 (2) $17,040 $248,231<br />

45 $151,045<br />

$0 $0 (2) $502,466 $0 $0 (2) $374,975<br />

50 $190,528<br />

$0 $0 $687,526 $0 $0 $554,457<br />

55 $238,567<br />

$0 $0 $943,131 $0 $0 $806,095<br />

60 $297,012<br />

$0 $0 $1,301,018 $0 $0 $1,161,623<br />

65 $368,120<br />

$0 $0 $1,795,853 $0 $0 $1,694,201<br />

68 $417,981<br />

$0 $0 $2,147,578 $0 $0 $2,047,578<br />

(1) Assumes no Contract loan has been made.<br />

(2) Based on a gross return of 0%, the contract would go into default in policy year 39, unless an additional premium payment was made.<br />

Based on a gross return of 6%, the contract would go into default in policy year 45, unless an additional premium payment was made.<br />

The hypothetical investment rates of return shown above and elsewhere in this prospectus are illustrative only and should not be<br />

deemed a representation of past or future investment rates of return. Actual rates of return may be more or less than those shown<br />

and will depend on a number of factors including the investment allocations made by an owner, prevailing interest rates, and rates<br />

of inflation. The death benefit and cash surrender value for a contract would be different from those shown if the actual rates<br />

of return averaged 0%, 6%, 12% over a period of years, but also fluctuated above or below those averages for individual contract<br />

years. No representations can be made by Pruco Life or the Funds that these hypothetical rates of return can be achieved for any<br />

one year or sustained over any period of time.<br />

T3


ADDITIONAL INFORMATION<br />

Pruco Life has filed a registration statement with the SEC under the Securities Act of 1933, relating to the offering<br />

described in this prospectus. This prospectus does not include all the information set forth in the registration<br />

statement. Certain portions have been omitted pursuant to the rules and regulations of the SEC. The omitted<br />

information may, however, be obtained from the SEC's Public Reference Room at 100 F Street, N.E., Washington,<br />

D.C. 20549, or by telephoning (202) 551-5850, upon payment of a prescribed fee.<br />

To reduce costs, we now generally send only a single copy of prospectuses and shareholder reports to each<br />

household ("householding"), in lieu of sending a copy to each Contract owner that resides in the household. You<br />

should be aware that you can revoke or "opt out" of householding at any time by calling 1-877-778-5008.<br />

You may contact us directly for further information. Our address and telephone number are on the inside front cover of<br />

this prospectus.<br />

44


DEFINITIONS OF SPECIAL TERMS<br />

USED IN THIS PROSPECTUS<br />

Accumulated Net Payments - The actual premium<br />

payments you make, accumulated at an effective<br />

annual rate of 4%, less any withdrawals you make,<br />

also accumulated at an effective annual rate of 4%.<br />

attained age - The insured's age on the Contract date<br />

plus the number of years since then. For any<br />

coverage segment effective after the Contract date,<br />

the insured's attained age is the issue age of that<br />

segment plus the length of time since its effective<br />

date.<br />

basic insurance amount - The amount of life<br />

insurance as shown in the Contract, not including<br />

riders.<br />

cash surrender value - The amount payable to the<br />

Contract owner upon surrender of the Contract. It is<br />

equal to the Contract Fund minus any Contract debt<br />

and minus any applicable surrender charge. Also<br />

referred to in the Contract as “Net Cash Value.”<br />

Contract - The variable universal life insurance<br />

Contract described in this prospectus.<br />

Contract anniversary - The same date as the<br />

Contract date in each later year.<br />

Contract date -The date the Contract is effective, as<br />

specified in the Contract.<br />

Contract debt - The principal amount of all<br />

outstanding loans plus any interest accrued thereon.<br />

Contract Fund - The total amount credited to a<br />

specific Contract. On any date it is equal to the sum of<br />

the amounts in all the variable investment options and<br />

the fixed rate option, and the principal amount of any<br />

Contract debt plus any interest earned thereon.<br />

Contract owner - You. Unless a different owner is<br />

named in the application, the owner of the Contract is<br />

the insured.<br />

Contract year - A year that starts on the Contract date<br />

or on a Contract anniversary. For any coverage<br />

segment representing an increase, “Contract year” is a<br />

year that starts on the effective date of the increase<br />

(referred to as “Target year” in the Contract).<br />

coverage segment - The basic insurance amount at<br />

issue is the first coverage segment. For each<br />

increase in basic insurance amount, a new coverage<br />

segment is created for the amount of the increase.<br />

death benefit - If the Contract is not in default, this is<br />

the amount we will pay upon the death of the insured,<br />

assuming no Contract debt.<br />

fixed rate option - An investment option under which<br />

interest is accrued daily at a rate that we declare<br />

periodically, but not less than an effective annual rate<br />

of 3%.<br />

Funds - Mutual funds with separate portfolios. One or<br />

more of the available Fund portfolios may be chosen<br />

as an underlying investment for the Contract.<br />

Good Order - An instruction received at our Service<br />

Office utilizing such forms, signatures, and dating as<br />

we require, which is sufficiently clear and complete<br />

and for which we do not need to exercise any<br />

discretion to follow such instructions.<br />

Limited No-Lapse Guarantee Premiums - Premiums<br />

that, if paid at the beginning of each Contract year, will<br />

keep a Type A or Type B Contract in-force until the<br />

insured’s age 70, or if later, during the first 10 Contract<br />

years, regardless of investment performance and<br />

assuming no loans or withdrawals.<br />

Lifetime No-Lapse Guarantee Premiums -<br />

Premiums that, if paid at the beginning of each<br />

Contract year, will keep a Type A or Type B Contract<br />

in-force for the lifetime of the insured, regardless of<br />

investment performance and assuming no loans or<br />

withdrawals.<br />

Monthly date - The Contract date and the same date<br />

in each subsequent month.<br />

No-Lapse Guarantee - Sufficient premium payments,<br />

on an accumulated basis, will guarantee that your<br />

Contract will not lapse for a specified duration and a<br />

death benefit will be paid upon the death of the<br />

insured, regardless of investment experience and<br />

assuming no loans or withdrawals. See No-Lapse<br />

Guarantee.<br />

Pruco Life Insurance Company - Pruco Life, us, we,<br />

our. The company offering the Contract.<br />

Sales Load Target Premium - A premium that is<br />

used to determine sales load based on issue age and<br />

rating class of the insured, and any extra risk charges<br />

or riders, if applicable.<br />

separate account - Amounts under the Contract that<br />

are allocated to the variable investment options held<br />

by us in a separate account called the Pruco Life<br />

Variable Universal Account (the "Account"). The<br />

separate account is set apart from all of the general<br />

assets of Pruco Life Insurance Company.<br />

Short-Term No-Lapse Guarantee Premiums -<br />

Premiums that, if paid at the beginning of each<br />

Contract year, will keep the Contract in-force during<br />

the first seven Contract years (five Contract years for<br />

issue ages 60 and above), regardless of investment<br />

performance and assuming no loans or withdrawals.<br />

Target Term Rider - A Rider that provides a flexible<br />

term insurance benefit to attained age 100 on the life<br />

of the insured.<br />

45


valuation period - The period of time from one<br />

determination of the value of the amount invested in a<br />

variable investment option to the next. Such<br />

determinations are made when the net asset values of<br />

the portfolios of the Funds are calculated, which would<br />

be as of the close of regular trading on the New York<br />

Stock Exchange (generally 4:00 p.m. Eastern time).<br />

variable investment options - The portfolios of the<br />

mutual funds available under this Contract, whose<br />

shares are held in the separate account.<br />

you - The owner of the Contract.<br />

46


To Learn More About PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong><br />

To learn more about the PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong> variable universal life Contract, you can request a copy of the<br />

Statement of Additional Information (“SAI”), dated May 1, 2007, or view it online at www.prudential.com. See the<br />

Table of Contents of the SAI below.<br />

TABLE OF CONTENTS OF THE<br />

STATEMENT OF ADDITIONAL INFORMATION<br />

Page<br />

GENERAL INFORMATION AND HISTORY....................................................................................................................1<br />

Description of Pruco Life Insurance Company........................................................................................................1<br />

Control of Pruco Life Insurance Company...............................................................................................................1<br />

State Regulation..........................................................................................................................................................1<br />

Records........................................................................................................................................................................1<br />

Services and Third Party Administration Agreements ...........................................................................................1<br />

INITIAL PREMIUM PROCESSING ..................................................................................................................................2<br />

ADDITIONAL INFORMATION ABOUT OPERATION OF CONTRACTS.......................................................................3<br />

Legal Considerations Relating to Sex-Distinct Premiums and Benefits ..............................................................3<br />

How a Type A (Fixed) Contract's Death Benefit Will Vary ......................................................................................3<br />

How a Type B (Variable) Contract's Death Benefit Will Vary..................................................................................4<br />

How a Type C (Return of Premium) Contract’s Death Benefit Will Vary...............................................................5<br />

Reports to Contract Owners......................................................................................................................................6<br />

UNDERWRITING PROCEDURES...................................................................................................................................6<br />

ADDITIONAL INFORMATION ABOUT CHARGES........................................................................................................7<br />

Charges for Increases in Basic Insurance Amount.................................................................................................7<br />

ADDITIONAL INFORMATION ABOUT CONTRACTS IN DEFAULT.............................................................................7<br />

DISTRIBUTION AND COMPENSATION.........................................................................................................................7<br />

EXPERTS .........................................................................................................................................................................7<br />

PERFORMANCE DATA...................................................................................................................................................8<br />

Average Annual Total Return ....................................................................................................................................8<br />

Non-Standard Total Return ........................................................................................................................................8<br />

Money Market Subaccount Yield...............................................................................................................................8<br />

FINANCIAL STATEMENTS.............................................................................................................................................9<br />

47


The SAI is legally a part of this prospectus, both of which are filed with the Securities and Exchange Commission<br />

(“SEC”) under the Securities Act of 1933, Registration No. 333-112808. All of these filings can be reviewed and<br />

copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the public reference<br />

room may be obtained by calling the Commission at (202) 551-5850. The SEC also maintains a Web site<br />

(http://www.sec.gov) that contains the PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong> SAI, material incorporated by reference, and<br />

other information about Pruco Life. Copies of these materials can also be obtained, upon payment of duplicating<br />

fees, from the SEC’s Public Reference Room, 100 F Street, N.E., Washington, D.C. 20549.<br />

You can call us at 1-800-944-8786 to ask us questions, request information about the Contract, and obtain copies<br />

of the Statement of Additional Information, personalized illustrations, or other documents. You can also view the<br />

Statement of Additional Information located with the prospectus at www.prudential.com, or request a copy by writing<br />

to us at:<br />

Pruco Life Insurance Company<br />

213 Washington Street<br />

Newark, New Jersey 07102-2992<br />

Investment Company Act of 1940: Registration No. 811-5826<br />

48


THE PRUDENTIAL SERIES FUND<br />

Supplement dated March 25, 2008 to Prospectus dated May 1, 2007<br />

This Supplement sets forth certain changes to the Prospectus of The <strong>Prudential</strong> Series Fund (the Fund),<br />

dated May 1, 2007, with respect to the indicated Portfolios of the Fund. The Portfolios discussed in this<br />

Supplement may not be available under your variable contract. For more information about the Portfolios<br />

available under your contract, please refer to your contract prospectus. This Supplement supersedes the<br />

Supplement dated March 20, 2008 in all respects. The following should be read in conjunction with the<br />

Fund’s Prospectus and should be retained for future reference.<br />

Pending Reorganizations for Certain SP Portfolios<br />

The beneficial shareholders of each SP Portfolio listed below recently approved the reorganization of that<br />

SP Portfolio with, and into, the corresponding Portfolio of Advanced Series Trust (each, an AST Portfolio).<br />

SP Portfolio (Target Fund)<br />

SP Small Cap Growth Portfolio<br />

SP T. Rowe Price Large Cap Growth Portfolio<br />

SP Large Cap Value Portfolio<br />

SP AIM Core Equity Portfolio<br />

AST Portfolio (Acquiring Fund)<br />

AST Small-Cap Growth Portfolio<br />

AST T. Rowe Price Large-Cap Growth Portfolio<br />

AST Large-Cap Value Portfolio<br />

AST Marsico Capital Growth Portfolio<br />

Subject to the satisfaction of certain customary closing conditions, all of the assets of each SP Portfolio will<br />

be transferred to, and all of the liabilities of each SP Portfolio will be assumed by, the corresponding AST<br />

Portfolio. In connection therewith, each whole and fractional share of each SP Portfolio will be exchanged<br />

for whole and fractional shares of equal dollar value of the corresponding AST Portfolio, the outstanding<br />

shares of the SP Portfolios will be cancelled, and the SP Portfolios will be liquidated and terminated.<br />

The four reorganizations are expected to occur as of the close of business on the New York Stock<br />

Exchange on Friday May 2, 2008. As a result, each SP Portfolio will be closed to all purchases of shares<br />

(other than share purchases from the reinvestment of dividends and distributions) and exchanges into such<br />

funds beginning as of the close of business on May 2, 2008. Purchases and exchanges into a SP Portfolio<br />

after the close of business on May 2, 2008 will be blocked.<br />

PSFSUP8


The <strong>Prudential</strong> Series Fund<br />

Supplement dated November 29, 2007 to Prospectus dated May 1, 2007<br />

This supplement sets forth certain changes to the Prospectus of The <strong>Prudential</strong> Series Fund (the Fund),<br />

dated May 1, 2007, with respect to the indicated Portfolios of the Fund. The Portfolios discussed in this<br />

supplement may not be available under your variable contract. For more information about the Portfolios<br />

available under your contract, please refer to your contract prospectus. The following should be read in<br />

conjunction with the Fund’s Prospectus and should be retained for future reference.<br />

SP Aggressive Growth Asset Allocation Portfolio, SP Balanced Asset Allocation Portfolio,<br />

SP Conservative Asset Allocation Portfolio, and SP Growth Asset Allocation Portfolio<br />

The Board of Trustees of the Fund recently approved allowing the four above-referenced asset allocation<br />

portfolios to invest in the AST Western Asset Core Plus Bond Portfolio of Advanced Series Trust (the Core<br />

Plus Bond Portfolio). Western Asset Management Company (Western Asset) and Western Asset<br />

Management Company Limited (WAML) serve as the Sub-Advisors for the Core Plus Bond Portfolio.<br />

The investment objective of the Core Plus Bond Portfolio will be to maximize total return, consistent with<br />

prudent investment management and liquidity needs, by investing to obtain the average duration specified<br />

for the Core Plus Bond Portfolio. No assurance can be given that the Core Plus Bond Portfolio will achieve<br />

its investment objective.<br />

The Core Plus Bond Portfolio will invest in a portfolio of fixed-income securities of various maturities and,<br />

under normal market conditions, will invest at least 80% of its net assets in debt and fixed-income<br />

securities. To achieve its investment objective, the Core Plus Bond Portfolio may invest in a variety of<br />

securities and instruments, including: (1) U.S. Government Obligations; (2) corporate obligations<br />

(“corporate obligations” include, without limitation, preferred stock, convertible securities, zero coupon<br />

securities and pay-in-kind securities); (3) inflation-indexed securities; (4) mortgage- and other asset-backed<br />

securities; (5) obligations of non-U.S. issuers, including obligations of non-U.S. governments, international<br />

agencies or supranational organizations; (6) fixed-income securities of non-governmental U.S. or non-U.S.<br />

issuers; (7) taxable municipal obligations; (8) variable and floating rate debt securities; (9) commercial<br />

paper and other short-term investments; (10) certificates of deposit, time deposits, and bankers’<br />

acceptances; (11) loan participations and assignments; (12) structured notes; and (13) repurchase<br />

agreements.<br />

Duration refers to the range within which the average modified duration of the Core Plus Bond Portfolio is<br />

expected to fluctuate. Modified duration measures the expected sensitivity of market price to changes in<br />

interest rates, taking into account the effects of structural complexities (for example, some bonds can be<br />

prepaid by the issuer). The target average modified duration of the Core Plus Bond Portfolio is expected to<br />

range within 30% of the duration of the domestic bond market as a whole (normally three to six years,<br />

although this may vary). Therefore, the range within which the average modified duration of the Core Plus<br />

Bond Portfolio is expected to fluctuate is generally 2.5 to 7 years. The Core Plus Bond Portfolio’s average<br />

modified duration may fall outside of its expected average modified duration range due to market<br />

movements. If this happens, Western Asset and WAML will take action to bring the Core Plus Bond<br />

Portfolio’s average modified duration back within the Portfolio’s expected average modified duration range<br />

within a reasonable period of time.<br />

The Core Plus Bond Portfolio may invest up to 15% of its net assets in debt securities that are rated, at the<br />

time of purchase, below investment grade, but at least B-/B3, or if unrated, are determined by Western<br />

Asset or WAML to be of comparable quality. For purposes of the foregoing credit quality policy, the Core<br />

Plus Bond Portfolio will consider a security to be rated below investment grade if it is not rated Baa/BBB<br />

or above by at least one nationally recognized rating agency (or, if unrated, is determined by Western Asset<br />

or WAML to be of comparable quality). Securities rated below investment grade are commonly known as<br />

“junk bonds” or “high-yield securities.” The Core Plus Bond Portfolio also may invest: (i) up to 25% of its<br />

total assets in the securities of foreign issuers, including emerging markets issuers, and (ii) up to 20% of its<br />

total assets in non-U.S. dollar denominated securities.<br />

PSFSUP6


The <strong>Prudential</strong> Series Fund<br />

Supplement dated November 27, 2007 to Prospectus dated May 1, 2007<br />

This supplement sets forth certain changes to the Prospectus of The <strong>Prudential</strong> Series Fund (the Fund),<br />

dated May 1, 2007, with respect to the indicated Portfolios of the Fund. The Portfolios discussed in this<br />

supplement may not be available under your variable contract. For more information about the Portfolios<br />

available under your contract, please refer to your contract prospectus. The following should be read in<br />

conjunction with the Fund’s Prospectus and should be retained for future reference.<br />

Proposed Reorganizations<br />

The Boards of Trustees of the Fund and Advanced Series Trust recently approved the four fund<br />

reorganizations described below.<br />

Target Fund<br />

SP AIM Core Equity Portfolio<br />

of The <strong>Prudential</strong> Series Fund<br />

SP Small Cap Growth Portfolio<br />

of The <strong>Prudential</strong> Series Fund<br />

SP T. Rowe Price Large Cap Growth Portfolio<br />

of The <strong>Prudential</strong> Series Fund<br />

SP Large Cap Value Portfolio<br />

of The <strong>Prudential</strong> Series Fund<br />

Acquiring Fund<br />

AST Marsico Capital Growth Portfolio<br />

of Advanced Series Trust<br />

AST Small-Cap Growth Portfolio<br />

of Advanced Series Trust<br />

AST T. Rowe Price Large-Cap Growth Portfolio<br />

of Advanced Series Trust<br />

AST Large-Cap Value Portfolio<br />

of Advanced Series Trust<br />

Pursuant to these proposals, the assets and liabilities of each Target Fund would be exchanged for shares of<br />

the corresponding Acquiring Fund. The Acquiring Fund shares to be received by Target Fund shareholders<br />

in a reorganization will be equal in value to the Target Fund shares held by such shareholders immediately<br />

prior to the reorganization.<br />

Each reorganization transaction is subject to approval by the beneficial shareholders of the relevant Target<br />

Fund. It is anticipated that proxy statements/prospectuses relating to these transactions will be mailed to<br />

Target Fund shareholders on or about February 2008 and that the special meetings of Target Fund<br />

shareholders will be held on or about March 2008. Shareholder approval of any one reorganization is not<br />

contingent upon shareholder approval of any other reorganization.<br />

Under the terms of the reorganization proposals, shareholders of a Target Fund would become shareholders<br />

of the corresponding Acquiring Fund. No sales charges would be imposed in connection with the<br />

reorganizations. The Acquiring Funds and the Target Funds anticipate obtaining opinions of special tax<br />

counsel that the reorganization transactions will not result in any adverse federal income tax consequences<br />

to any Acquiring Fund, any Target Fund, or their respective shareholders.<br />

Adoption of Redemption in Kind Procedures<br />

The Board of Trustees of the Fund (the Board) recently adopted redemption in kind procedures. The Fund<br />

may pay the redemption price to certain affiliated shareholders (for example, the insurance company<br />

separate accounts holding Fund shares) in whole or in part by a distribution in-kind of securities from the<br />

relevant investment portfolio of the Fund, in lieu of cash, in conformity with applicable rules of the<br />

Securities and Commission and procedures adopted by the Board. Securities will be readily marketable<br />

and will be valued in the same manner as in a regular redemption. If shares are redeemed in kind, the<br />

recipient will incur transaction costs in converting such assets into cash. These procedures govern the<br />

redemption by the shareholder of record, generally an insurance company separate account. The<br />

procedures do not affect payments by an insurance company to a contract owner under a variable contract.<br />

PSFSUP4


THE PRUDENTIAL SERIES FUND<br />

SP Asset Allocation Portfolios<br />

Supplement dated October 26, 2007<br />

To Prospectuses and Statements of Additional Information dated May 1, 2007<br />

Brian Ahrens has replaced James G. Russell as a portfolio manager for each of the SP Asset Allocation<br />

Portfolios. All references and information pertaining to Mr. Russell appearing in the prospectus and<br />

Statement of Additional Information are hereby deleted.<br />

To further reflect this change, information pertaining to Mr. Ahrens is hereby added as noted below:<br />

The section of each Prospectus entitled “How the Fund is Managed – Portfolio Managers” is amended by<br />

adding the following discussion pertaining to Mr. Ahrens to the existing discussions pertaining to the SP<br />

Asset Allocation Portfolios:<br />

Brian Ahrens is the Senior Vice President and Head of the Strategic Investment Research Group<br />

of <strong>Prudential</strong> Investments. His staff of professionals is responsible for over 150 managers and 400<br />

different investment styles that represent approximately $110 billion in total assets. Mr. Ahrens<br />

has been with <strong>Prudential</strong> for over 15 years. Most recently he worked for <strong>Prudential</strong> Securities on<br />

their Fixed Income Sales/Trading Desk where he was an Associate Vice President.<br />

Mr. Ahrens earned his M.B.A. in Finance from the Stern School of Business at New York<br />

University. He graduated from James Madison University with a double major in Finance and<br />

German. He is series 7, series 24 and series 63 certified, CIMA certified, and presently a candidate<br />

for the CFA.<br />

The section of Part I of each Statement of Additional Information entitled “Management & Advisory<br />

Arrangements – Additional Information About the Portfolio Managers – Other Accounts and Fund<br />

Ownership” is amended by adding to the tables for each of the SP Asset Allocation Portfolios the following<br />

information pertaining to Mr. Ahrens. Information pertaining to Mr. Ahrens is furnished as of June 30,<br />

2007:<br />

SP Aggressive Growth Asset Allocation Portfolio<br />

Portfolio<br />

Managers<br />

Registered<br />

Investment<br />

Companies<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$15,190,147,818 None None None<br />

SP Balanced Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$13,999,479,784 None None None<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

PSFSUP101<br />

PSFSUP5


SP Conservative Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$14,775,305,529 None None None<br />

SP Growth Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$14,108,291,142 None None None<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

PSFSUP101<br />

PSFSUP5


THE PRUDENTIAL SERIES FUND<br />

SP Asset Allocation Portfolios<br />

ADVANCED SERIES TRUST<br />

AST Dynamic Asset Allocation Portfolios<br />

Supplement dated October 26, 2007<br />

To Prospectuses and Statements of Additional Information dated May 1, 2007<br />

Brian Ahrens has replaced James G. Russell as a portfolio manager for each of the SP Asset Allocation<br />

Portfolios and each of the AST Dynamic Asset Allocation Portfolios. All references and information<br />

pertaining to Mr. Russell appearing in the prospectus and Statement of Additional Information are hereby<br />

deleted.<br />

To further reflect this change, information pertaining to Mr. Ahrens is hereby added as noted below:<br />

The section of each Prospectus entitled “How the Fund is Managed – Portfolio Managers” is amended by<br />

adding the following discussion pertaining to Mr. Ahrens to the existing discussions pertaining to the SP<br />

Asset Allocation Portfolios and the AST Dynamic Asset Allocation Portfolios:<br />

Brian Ahrens is the Senior Vice President and Head of the Strategic Investment Research Group<br />

of <strong>Prudential</strong> Investments. His staff of professionals is responsible for over 150 managers and 400<br />

different investment styles that represent approximately $110 billion in total assets. Mr. Ahrens<br />

has been with <strong>Prudential</strong> for over 15 years. Most recently he worked for <strong>Prudential</strong> Securities on<br />

their Fixed Income Sales/Trading Desk where he was an Associate Vice President.<br />

Mr. Ahrens earned his M.B.A. in Finance from the Stern School of Business at New York<br />

University. He graduated from James Madison University with a double major in Finance and<br />

German. He is series 7, series 24 and series 63 certified, CIMA certified, and presently a candidate<br />

for the CFA.<br />

The section of Part I of each Statement of Additional Information entitled “Management & Advisory<br />

Arrangements – Additional Information About the Portfolio Managers – Other Accounts and Fund<br />

Ownership” is amended by adding to the tables for each of the SP Asset Allocation Portfolios and the AST<br />

Dynamic Asset Allocation Portfolios the following information pertaining to Mr. Ahrens. Information<br />

pertaining to Mr. Ahrens is furnished as of June 30, 2007:<br />

SP Aggressive Growth Asset Allocation Portfolio<br />

Portfolio<br />

Managers<br />

Registered<br />

Investment<br />

Companies<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$15,190,147,818 None None None<br />

SP Balanced Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$13,999,479,784 None None None<br />

ASTPSFSUP1<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities


SP Conservative Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies Vehicles<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Other Accounts<br />

Brian Ahrens 8/$14,775,305,529 None None None<br />

SP Growth Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$14,108,291,142 None None None<br />

AST Aggressive Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies Vehicles<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Other Accounts<br />

Brian Ahrens 8/$14,882,500,028 None None None<br />

AST Capital Growth Asset Allocation Portfolio<br />

Portfolio<br />

Managers<br />

Registered<br />

Investment<br />

Companies<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$9,889,922,285 None None None<br />

SP Balanced Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$11,233,741,636 None None None<br />

AST Conservative Asset Allocation Portfolio<br />

Portfolio<br />

Managers<br />

Registered<br />

Investment<br />

Companies<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$14,228,186,515 None None None<br />

AST Preservation Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies Vehicles<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Other Accounts<br />

Brian Ahrens 8/$14,892,465,863 None None None<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

ASTPSFSUP1


THE PRUDENTIAL SERIES FUND<br />

Supplement dated August 15, 2007 to the Prospectus dated May 1, 2007<br />

This supplement sets forth certain changes to the Prospectus of The <strong>Prudential</strong> Series Fund (the Fund) dated May 1, 2007 with respect<br />

to the indicated Portfolios of the Fund. The Portfolios discussed in this supplement may not be available under your variable contract.<br />

For more information about the Portfolios available under your contract, please refer to your contract prospectus. The following<br />

should be read in conjunction with the Fund’s Prospectus and should be retained for future reference.<br />

I. SP Mid Cap Growth Portfolio: New Subadviser<br />

Effective on or about November 19, 2007, Neuberger Berman Management, Inc. (Neuberger Berman) will replace Calamos<br />

Advisors LLC as the subadviser to the SP Mid Cap Growth Portfolio.<br />

To reflect the appointment of Neuberger Berman as a subadviser, the indicated sections of the Prospectus are revised effective on or<br />

about November 19, 2007:<br />

The section of the Prospectus entitled “Investment Objectives & Principal Strategies of the Portfolios -- SP Mid Cap Growth<br />

Portfolio” is hereby deleted in its entirety and replaced with the following:<br />

SP Mid Cap Growth Portfolio<br />

Investment Objective: to seek capital growth.<br />

The Portfolio will invest, under normal circumstances, at least 80% of its net assets in common stocks of midcapitalization<br />

companies. For purposes of the Portfolio, a mid-capitalization company is defined as a company<br />

whose market capitalization is within the range of market capitalizations of companies in the Russell Midcap®<br />

Growth Index. As of June 30, 2007, the average market capitalization of the companies in the Russell Midcap®<br />

Growth Index was $9.034 billion and the median market capitalization was $4.814 billion. The Portfolio seeks<br />

to reduce risk by diversifying among many companies, industries and sectors.<br />

The subadviser employs a disciplined investment strategy when selecting growth stocks. Using fundamental<br />

research and quantitative analysis, the subadviser looks for fast-growing companies with above average sales<br />

and competitive returns on equity relative to their peers. In doing so, the subadviser analyzes such factors as:<br />

financial condition (such as debt to equity ratio); market share and competitive leadership of the company's<br />

products; earnings growth relative to competitors; and market valuation in comparison to a stock's own<br />

historical norms and the stocks of other mid-cap companies.<br />

The subadviser follows a disciplined selling strategy and may sell a stock when it fails to perform as expected<br />

or when other opportunities appear more attractive.<br />

While we make every effort to achieve our objective, we can't guarantee success and it is possible that you<br />

could lose money. This Portfolio is advised by Neuberger Berman Management, Inc.<br />

Principal Risks:<br />

· company risk<br />

· derivatives risk<br />

· foreign investment risk<br />

· leveraging risk<br />

· liquidity risk<br />

PSFSUP3


· management risk<br />

· market risk<br />

· portfolio turnover risk<br />

The section of the Prospectus entitled “MORE DETAILED INFORMATION ON HOW THE PORTFOLIOS INVEST--Investment<br />

Objectives & Policies-- SP Mid Cap Growth Portfolio” is hereby deleted in its entirety and replaced with the following:<br />

SP Mid-Cap Growth Portfolio<br />

Investment Objective: to seek capital growth.<br />

Principal Investment Policies and Risks:<br />

The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value<br />

of its assets in common stocks of mid-capitalization companies. The 80% investment requirement applies at the<br />

time the Portfolio invests its assets.<br />

The Portfolio seeks to reduce risk by diversifying among many companies, industries and sectors.<br />

The subadviser employs a disciplined investment strategy when selecting growth stocks. Using fundamental<br />

research and quantitative analysis, the subadviser looks for fast-growing companies with above average sales and<br />

competitive returns on equity relative to their peers. In doing so, the subadviser analyzes such factors as: financial<br />

condition (such as debt to equity ratio); market share and competitive leadership of the company's products;<br />

earnings growth relative to competitors; and market valuation in comparison to a stock's own historical norms and<br />

the stocks of other mid-cap companies.<br />

The subadviser follows a disciplined selling strategy, and may sell a stock when it fails to perform as expected, or<br />

when other opportunities appear more attractive. As with any fund investing primarily in equity securities, the<br />

Portfolio is subject to the risk that the value of the equity securities in the Portfolio will decline.<br />

As a fund that invests primarily in mid-cap companies, the Portfolio's risk and share price fluctuation can be<br />

expected to be more than that of many funds investing primarily in large-cap companies, but less than that of<br />

many funds investing primarily in small-cap companies. Mid-cap stocks may fluctuate more widely in price than<br />

the market as a whole, may underperform other types of stocks when the market or the economy is not robust, or<br />

fall in price or be difficult to sell during market downturns. In addition, the Portfolio's growth investment program<br />

will generally involve greater risk and price fluctuation than funds that invest in more undervalued securities.<br />

Because the prices of growth stocks tend to be based largely on future expectations, these stocks historically have<br />

been more sensitive than value stocks to bad economic news and negative earnings surprises.<br />

Other Investments:<br />

Although equity securities are normally the Portfolio's primary investments, it may invest in preferred stocks and<br />

convertible securities, as well as the types of securities described below.<br />

Fixed Income Securities. The Portfolio may also invest in investment grade fixed income or debt securities. If<br />

the quality of any fixed income securities held by the Portfolio deteriorates so that they are no longer investment<br />

grade, the Portfolio will sell such securities in an orderly manner so that its holdings of such securities do not<br />

exceed 5% of its net assets.<br />

Foreign Securities. The Portfolio may invest up to 10% of the value of its total assets, measured at the time of<br />

investment, in equity and debt securities that are denominated in foreign currencies. There is no limitation on the<br />

percentage of the Portfolio's assets that may be invested in securities of foreign companies that are denominated in<br />

PSFSUP3


U.S. dollars. In addition, the Portfolio may enter into foreign currency transactions, including forward foreign<br />

currency contracts and options on foreign currencies, to manage currency risks, to facilitate transactions in foreign<br />

securities, and to repatriate dividend or interest income received in foreign currencies.<br />

Covered Call Options. The Portfolio may try to reduce the risk of securities price or exchange rate changes<br />

(hedge) or generate income by writing (selling) covered call options against securities held in its portfolio, and<br />

may purchase call options in related closing transactions.<br />

Real Estate Investment Trusts (REITs). The Portfolio may invest in REITs. REITs are pooled investment<br />

vehicles which invest primarily in real estate or real estate loans.<br />

Temporary Investments. When the Portfolio anticipates unusual market or other conditions, it may temporarily<br />

depart from its objective of capital growth and invest substantially in high-quality short-term investments. This<br />

could help the Portfolio avoid losses but may mean lost opportunities.<br />

The section of the Prospectus entitled “How the Fund is Managed—Investment Subadvisers” is hereby amended by deleting<br />

Calamos Advisors LLC from the table entitled “Investment Subadvisers” and substituting Neuberger Berman Investment<br />

Management, Inc.<br />

The description of Calamos Advisors LLC appearing in the section of the Prospectus entitled “How the Fund is Managed—<br />

Investment Subadvisers” is hereby deleted in its entirety and replaced with the following.<br />

Neuberger Berman Management Inc. (Neuberger Berman) is a wholly owned subsidiary of Neuberger<br />

Berman Inc. ("NBI"), which is a wholly owned subsidiary of Lehman Brothers Holdings Inc. ("LBHI"). LBHI,<br />

which trades on the New York Stock Exchange under the ticker symbol "LEH" through its subsidiaries (LBHI<br />

and its subsidiaries collectively "Lehman Brothers"), is one of the leading global investment banks, serving<br />

institutional, corporate, government and high net worth individual clients. Lehman Brothers, which is a<br />

registered broker-dealer, futures commission merchant and investment adviser, provides a full array of capital<br />

markets products, investment banking services and investment management and advisory services worldwide.<br />

Neuberger Berman and its affiliates had approximately $134 billion in assets under management as of March<br />

31, 2007. Neuberger Berman's address is 605 Third Avenue, New York, New York 10158.<br />

The discussion of portfolio managers pertaining to the SP Mid Cap Growth Portfolio appearing in the section of the Prospectus<br />

entitled “How the Fund is Managed—Portfolio Managers” is hereby deleted and the following new discussion is substituted:<br />

SP Mid Cap Growth Portfolio<br />

The Portfolio is managed by Kenneth J. Turek, CFA. Mr. Turek is a managing director and portfolio manager<br />

on Neuberger Berman’s Growth Equity team. He joined the firm in 2002. Previously, he spent five years as a<br />

vice president and senior portfolio manager in institutional asset management at Northern Trust. Additionally,<br />

Mr. Turek was a portfolio manager at National Investment Services and Chief Investment Officer at Cole<br />

Taylor Bank. He began his investment career in 1985 at Northern Trust. He received his B.A. from the<br />

University of Wisconsin at Madison and an M.B.A. from DePaul University.<br />

<strong>II</strong>. Fees and Expenses of the Portfolios<br />

The section of the Prospectus entitled “Fees And Expenses Of The Portfolios” is hereby revised by deleting footnote (2) to<br />

the table titled “Class I Shares: Annual Portfolio Operating Expenses” and substituting new footnote (2) as set forth below:<br />

(2) Effective as of July 1, 2007, <strong>Prudential</strong> Investments LLC has voluntarily agreed to<br />

waive a portion of their management fee and/or limit expenses (expressed as a percentage<br />

of average daily net assets) for certain Portfolios of the Fund, as set forth in the table<br />

below. These arrangements may be discontinued or otherwise modified at any time.<br />

PSFSUP3


Portfolio<br />

Fee Waiver and/or Expense<br />

Limitation<br />

Government Income Limit Portfolio expenses to 0.75%<br />

Stock Index Limit Portfolio expenses to 0.75%<br />

Value Limit Portfolio expenses to 0.75%<br />

SP AIM Core Equity Limit Portfolio expenses to. 1.00%<br />

SP Mid Cap Growth Limit Portfolio expenses to. 1.00%<br />

SP Small Cap Value Limit Portfolio expenses to 1.05%<br />

SP Strategic Partners Focused Growth Limit Portfolio expenses to 1.25%<br />

SP International Growth Limit Portfolio expenses to 1.24%<br />

The section of the Prospectus entitled “Fees And Expenses Of The Portfolios” is hereby revised by deleting footnote (3) to<br />

the table titled “Class <strong>II</strong> Shares: Annual Portfolio Operating Expenses” and substituting new footnote (3) as set forth below:<br />

(3) Effective as of July 1, 2007, <strong>Prudential</strong> Investments LLC has voluntarily agreed to<br />

waive a portion of their management fee and/or limit expenses (expressed as a percentage<br />

of average daily net assets) for certain Portfolios of the Fund, as set forth in the table<br />

below. These arrangements may be discontinued or otherwise modified at any time.<br />

Portfolio<br />

Fee Waiver and/or Expense<br />

Limitation<br />

Value Limit Portfolio expenses to 0.75%<br />

SP Strategic Partners Focused Growth Limit Portfolio expenses to 1.25%<br />

SP International Growth Limit Portfolio expenses to 1.24%<br />

<strong>II</strong>I. Jennison 20/20 Focus Portfolio: Investment Policy Changes<br />

Effective on or about August 15, 2007, the Portfolio’s non-fundamental policy of investing in up to 20 “value” securities and<br />

up to 20 “growth” securities will change.<br />

To reflect this change, the indicated sections of the Prospectus are revised effective on or about August 15, 2007.<br />

The section of the Prospectus entitled “Risk/Return Summary—Investment Objectives & Principal Strategies of the Portfolios” is<br />

revised by deleting the discussion pertaining to the Jennison 20/20 Focus Portfolio and substituting the following new discussion:<br />

Jennison 20/20 Focus Portfolio<br />

Investment Objective: long-term growth of capital<br />

We invest primarily in approximately 40 (which may temporarily range up to 45) equity and<br />

equity-related securities of U.S. companies that are selected by the Portfolio's two portfolio<br />

managers (approximately 20 by each) as having strong capital appreciation potential. Each<br />

portfolio manager is responsible for selecting the securities within his discipline. The value<br />

portfolio manager seeks to invest in companies valued at a discount to their true worth, as defined<br />

by the value of their earnings, free cash flow, assets, private market value, or some combination<br />

of these factors, which also possess identifiable catalysts which can help unlock their true worth.<br />

The growth portfolio manager seeks to invest in companies with growth in units, revenues, cash<br />

flows and/or earnings; defendable competitive positions and enduring business franchises that<br />

offer a differentiated product and/or service; proven management teams; robust balance sheets;<br />

PSFSUP3


high or improving return on equity; above average return on assets or invested capital;<br />

sustainable earnings growth superior to the market average and duration of that growth rate; and<br />

appropriate valuations. Up to 20% of the Portfolio's total assets may be invested in foreign<br />

securities.<br />

As noted above, the Portfolio may, on a temporary basis, hold up to 45 securities, as<br />

circumstances warrant. Such circumstances may include situations where it is determined that<br />

the price and/or liquidity to support the sale of a security held by the Portfolio is not currently<br />

available.<br />

While we make every effort to achieve our objective, we can't guarantee success and it is possible<br />

that you could lose money.<br />

Principal Risks:<br />

· Company risk<br />

· Derivatives risk<br />

· Foreign investment risk<br />

· Leveraging risk<br />

· Management risk<br />

· Market risk<br />

The section of the Prospectus titled “More Detailed Information on How the Portfolios Invest—Investment Objectives & Policies” is<br />

revised by deleting the second paragraph of the discussion pertaining to the Jennison 20/20 Focus Portfolio and substituting the<br />

following new discussion:<br />

The Portfolio provides a dual perspective on the equity market by combining value and growth investment<br />

styles in one concentrated portfolio of approximately 20 value stocks and approximately 20 growth stocks<br />

that the two portfolio managers identify as having strong capital appreciation potential. Each portfolio<br />

manager is responsible for selecting the securities within his discipline. The value portfolio manager seeks<br />

to invest in companies valued at a discount to their true worth, as defined by the value of their earnings,<br />

free cash flow, assets, private market value, or some combination of these factors, that also possess<br />

identifiable catalysts which can help unlock their true worth. The growth portfolio manager seeks to invest<br />

in companies with growth in units, revenues, cash flows and/or earnings; defendable competitive positions<br />

and enduring business franchises that offer a differentiated product and/or service; proven management<br />

teams; robust balance sheets; high or improving return on equity; above average return on assets or<br />

invested capital; sustainable earnings growth superior to the market average and duration of that growth<br />

rate, and appropriate valuations. Due to the Portfolio’s concentrated nature, an investment in this Portfolio<br />

may be riskier than an investment in a more widely diversified fund. Typically, the Portfolio will be<br />

investing in approximately 40 securities (which may temporarily range up to 45 securities). The portfolio<br />

managers recognize that prudent stock selection in this concentrated portfolio is especially important. The<br />

portfolio managers purchase stocks in which they have a high level of conviction for outperformance in the<br />

intermediate and long term with limited downside potential in the short term. The Portfolio aims to be fully<br />

invested, under normal market conditions, but may accumulate cash and other short-term investments in<br />

such amounts and for such temporary periods of time as market conditions dictate.<br />

PSFSUP3


ADVANCED SERIES TRUST<br />

AST International Value Portfolio<br />

AST Advanced Strategies Portfolio<br />

THE PRUDENTIAL SERIES FUND<br />

Global Portfolio<br />

SP International Value Portfolio<br />

PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION<br />

DATED MAY 1, 2007<br />

SUPPLEMENT DATED JUNE 20, 2007<br />

Robert Vishny has announced his intention to retire from LSV Asset Management, effective on or about<br />

December 31, 2007. Josef Lakonishok, Menno Vermeulen and Puneet Mansharamani will continue to serve as<br />

portfolio managers following Mr. Vishny’s retirement.<br />

To reflect this change, effective on or about December 31, 2007, all references and information pertaining to Mr.<br />

Vishny contained in the Prospectus or Statement of Additional Information are deleted.<br />

ASTSUP1<br />

PSFSUP2


The <strong>Prudential</strong> Series Fund<br />

P RO S P E C T U S M a y 1 , 2 0 0 7<br />

The Fund is an investment vehicle for life insurance<br />

companies ("Participating Insurance Companies") writing<br />

variable annuity contracts and variable life insurance<br />

policies. Shares of the Fund may also be sold directly to<br />

certain tax-deferred retirement plans. Each variable annuity<br />

contract and variable life insurance policy involves fees and<br />

expenses not described in this Prospectus. Please read the<br />

Prospectus for the variable annuity contract or variable life<br />

insurance policy for information regarding the contract or<br />

policy, including its fees and expenses.<br />

The Fund has received an order from the Securities and<br />

Exchange Commission permitting its Investment Manager,<br />

subject to approval by its Board of Trustees, to change<br />

subadvisers without shareholder approval. For more<br />

information, please see this Prospectus under "How the<br />

Fund is Managed."<br />

These securities have not been approved or disapproved by<br />

the Securities and Exchange Commission nor has the<br />

Commission passed upon the accuracy or adequacy of this<br />

Prospectus. Any representation to the contrary is a<br />

criminal offense.


This prospectus discusses the following Portfolios of The <strong>Prudential</strong> Series Fund:<br />

Diversified Bond Portfolio<br />

Equity Portfolio<br />

Global Portfolio<br />

High Yield Bond Portfolio<br />

Jennison Portfolio<br />

Money Market Portfolio<br />

Stock Index Portfolio<br />

SP AIM Core Equity Portfolio<br />

SP Davis Value Portfolio<br />

SP International Growth Portfolio<br />

SP International Value Portfolio<br />

SP Large Cap Value Portfolio<br />

SP Mid Cap Growth Portfolio<br />

SP PIMCO High Yield Portfolio<br />

SP PIMCO Total Return Portfolio<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio<br />

SP Small Cap Growth Portfolio<br />

SP Small Cap Value Portfolio<br />

SP Strategic Partners Focused Growth Portfolio<br />

SP T. Rowe Price Large Cap Growth Portfolio<br />

SP Aggressive Growth Asset Allocation Portfolio<br />

SP Balanced Asset Allocation Portfolio<br />

SP Conservative Asset Allocation Portfolio<br />

SP Growth Asset Allocation Portfolio<br />

PSF-VUL-2<br />

2


Table of Contents<br />

4 INTRODUCTION<br />

4 About the Fund and its Portfolios<br />

5 RISK/RETURN SUMMARY<br />

5 Investment Objectives & Principal Strategies of the Portfolios<br />

15 Principal Risks<br />

18 Introduction to Past Performance<br />

19 Past Performance: Diversified Bond Portfolio through Money Market Portfolio<br />

25 Past Performance: Stock Index Portfolio through SP Strategic Partners Focused Growth Portfolio<br />

38 Past Performance: SP T. Rowe Price Large Cap Growth Portfolio through SP Asset Allocation Portfolios<br />

43 Fees and Expenses of the Portfolios<br />

45 Example<br />

46 MORE DETAILED INFORMATION ON HOW THE PORTFOLIOS INVEST<br />

46 Investment Objectives & Policies<br />

71 MORE DETAILED INFORMATION ABOUT OTHER INVESTMENTS & STRATEGIES USED BY THE PORTFOLIOS<br />

71 Additional Investments & Strategies<br />

75 HOW THE FUND IS MANAGED<br />

75 Board of Trustees<br />

75 Investment Manager<br />

75 Investment Management Fees<br />

76 Investment Subadvisers<br />

79 Portfolio Managers<br />

91 HOW TO BUY AND SELL SHARES OF THE PORTFOLIOS<br />

91 Purchasing Shares of the Portfolios<br />

91 Frequent Purchases or Redemptions of Portfolio Shares<br />

92 Net Asset Value<br />

94 Distributor<br />

95 OTHER INFORMATION<br />

95 Federal Income Taxes<br />

95 Monitoring for Possible Conflicts<br />

95 Disclosure of Portfolio Holdings<br />

96 FINANCIAL HIGHLIGHTS<br />

96 Introduction<br />

BACK COVER


INTRODUCTION<br />

ABOUT THE FUND AND ITS PORTFOLIOS<br />

This prospectus provides information about The <strong>Prudential</strong> Series Fund (the Fund), which consists of 32 separate portfolios (each, a<br />

Portfolio). The Portfolios of the Fund which are discussed in this prospectus are listed on the inside front cover.<br />

The Fund offers two classes of shares in each Portfolio: Class I and Class <strong>II</strong>. Class I shares are sold only to separate accounts of The<br />

<strong>Prudential</strong> Insurance Company of America, Pruco Life Insurance Company, and Pruco Life Insurance Company of New Jersey<br />

(collectively, <strong>Prudential</strong>) as investment options under variable life insurance and variable annuity contracts (the Contracts). (A<br />

separate account keeps the assets supporting certain insurance contracts separate from the general assets and liabilities of the<br />

insurance company.) Class <strong>II</strong> shares are offered only to separate accounts of non-<strong>Prudential</strong> insurance companies for the same types<br />

of Contracts. Not every Portfolio is available under every Contract. The prospectus for each Contract lists the Portfolios currently<br />

available through that Contract.<br />

The Risk/Return Summary which follows highlights key information about each Portfolio. Additional information follows this<br />

summary and is also provided in the Fund’s Statement of Additional Information (SAI).<br />

4


RISK/RETURN SUMMARY<br />

INVESTMENT OBJECTIVES & PRINCIPAL STRATEGIES OF THE PORTFOLIOS<br />

Diversified Bond Portfolio<br />

Investment Objective: high level of income over a longer term while providing reasonable safety of capital.<br />

We look for investments that we think will provide a high level of current income, but which are not expected to involve a<br />

substantial risk of loss of capital through default. We normally invest at least 80% of the Portfolio’s investable assets (net assets plus<br />

any borrowings made for investment purposes) in high-grade debt obligations and high-quality money market investments. We may<br />

purchase securities that are issued outside the U.S. by foreign or U.S. issuers. In addition, we may invest a portion of the Portfolio’s<br />

assets in high-yield/high-risk debt securities, which are riskier than high-grade securities. We may invest up to 20% of the Portfolio’s<br />

total assets in debt securities issued outside the U.S. by U.S. or foreign issuers whether or not such securities are denominated in the<br />

U.S. dollar. These securities are included in the limits described above for debt obligations that may or may not be high grade. While<br />

we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.<br />

Prinicpal Risks:<br />

B<br />

credit risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

high yield risk<br />

B<br />

interest rate risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

prepayment risk<br />

Equity Portfolio<br />

Investment Objective: long-term growth of capital.<br />

We normally invest at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for investment purposes) in<br />

common stock of major established companies as well as smaller companies that we believe offer attractive prospects of<br />

appreciation. The Portfolio may invest up to 30% of its total assets in foreign securities. While we make every effort to achieve our<br />

objective, we can’t guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

Global Portfolio<br />

Investment Objective: long-term growth of capital.<br />

The Portfolio invests primarily in common stocks (and their equivalents) of foreign and U.S. companies. Each subadviser for the<br />

Portfolio generally will use either a “growth” approach or a “value” approach in selecting either foreign or U.S. common stocks. The<br />

target asset allocation, area of geographic focus, and primary investment style for each subadviser are set forth below:<br />

5


Global Portfolio: Subadviser Allocations<br />

Target Asset<br />

Allocation<br />

Primary<br />

Geographic<br />

Focus & Asset<br />

Class<br />

Investment Style<br />

William Blair 25% Foreign Equity Growth-oriented<br />

LSV 25% Foreign Equity Value-oriented<br />

Marsico 25% U.S. Equity Growth-oriented<br />

T. Rowe Price 25% U.S. Equity Value-oriented<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

growth stock risk<br />

B<br />

leveraging risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

currency risk<br />

High Yield Bond Portfolio<br />

Investment Objective: a high total return.<br />

We normally invest at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for investment purposes) in<br />

high-yield/high-risk debt securities. Such securities have speculative characteristics and are riskier than high-grade securities. The<br />

Portfolio may invest up to 20% of its total assets in foreign debt obligations. While we make every effort to achieve our objective, we<br />

can’t guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

credit risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

high yield risk<br />

B<br />

interest rate risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

prepayment risk<br />

Jennison Portfolio<br />

Investment Objective: long-term growth of capital.<br />

We invest primarily in equity securities of major, established corporations that we believe offer above-average growth prospects. The<br />

Portfolio may invest up to 30% of its total assets in foreign securities. While we make every effort to achieve our objective, we can’t<br />

guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

6


Money Market Portfolio<br />

Investment Objective: maximum current income consistent with the stability of capital and the maintenance of liquidity.<br />

We invest in high-quality, short-term money market instruments issued by the U.S. Government or its agencies, as well as by<br />

corporations and banks, both domestic and foreign. The Portfolio will invest only in instruments that mature in thirteen months or<br />

less, and which are denominated in U.S. dollars. While we make every effort to achieve our objective, we can’t guarantee success.<br />

Principal Risks:<br />

B<br />

credit risk<br />

B<br />

interest rate risk<br />

B<br />

management risk<br />

An investment in the Money Market Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit<br />

Insurance Corporation (FDIC) or any other government agency. Although the Portfolio seeks to maintain a net asset value of $10<br />

per share, it is possible to lose money by investing in the Portfolio.<br />

Stock Index Portfolio<br />

Investment Objective: investment results that generally correspond to the performance of publicly-traded common stocks.<br />

With the price and yield performance of the Standard & Poor’s 500 Composite Stock Price Index (S&P 500 Index) as our benchmark,<br />

we normally invest at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for investment purposes) in<br />

S&P 500 stocks. The S&P 500 Index represents more than 70% of the total market value of all publicly-traded common stocks and is<br />

widely viewed as representative of publicly-traded common stocks as a whole. The Portfolio is not “managed” in the traditional sense<br />

of using market and economic analyses to select stocks. Rather, the portfolio manager purchases stocks in proportion to their<br />

weighting in the S&P 500 Index. While we make every effort to achieve our objective, we can’t guarantee success and it is possible<br />

that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

market risk<br />

SP AIM Core Equity Portfolio<br />

Investment Objective: growth of capital.<br />

We normally invest at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for investment purposes) in<br />

equity securities, including convertible securities of established companies that have long-term above-average growth in earnings and<br />

growth companies that the portfolio managers believe have the potential for above-average growth in earnings. In complying with<br />

this 80% requirement, the Portfolio’s investments may include synthetic instruments. Synthetic instruments are investments that have<br />

economic characteristics similar to the Portfolio’s direct investments and may include warrants, futures, options, exchange-traded<br />

funds and American Depositary Receipts (ADRs). The portfolio manager considers whether to sell a particular security when they<br />

believe the security no longer has above-average earnings growth potential or the capacity to generate income. The Portfolio may<br />

invest up to 25% of its total assets in foreign securities. While we make every effort to achieve our objective, we can’t guarantee<br />

success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

credit risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

interest rate risk<br />

B<br />

liquidity risk<br />

B<br />

leveraging risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

7


SP Davis Value Portfolio<br />

Investment Objective: growth of capital.<br />

We invest primarily in common stock of U.S. companies with market capitalizations within the market capitalization range of the<br />

Russell 1000 Value Index. The portfolio managers perform extensive research to try to identify businesses that possess characteristics<br />

which they believe foster the creation of long-term value, such as proven management, a durable franchise and business model, and<br />

sustainable competitive advantages. The portfolio managers seek common stock that can be purchased at attractive valuations relative<br />

to their intrinsic value. Our goal is to invest in companies for the long term. The portfolio managers will consider selling a security if<br />

they believe its price exceeds their estimates of intrinsic value, or if the ratio of risks and rewards associated with owning the security<br />

is no longer attractive. There is a risk that “value” stocks will perform differently from the market as a whole and other types of stocks<br />

and can continue to be undervalued by the markets for long periods of time. While we make every effort to achieve our objective, we<br />

can’t guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

foreign company risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

SP International Growth Portfolio (formerly, SP William Blair International Growth Portfolio)<br />

Investment Objective: long-term growth of capital.<br />

We invest primarily in equity-related securities of foreign issuers. The Portfolio invests primarily in the common stock of large and<br />

medium-sized foreign companies, although it may also invest in companies of all sizes. Under normal circumstances, the Portfolio<br />

invests at least 65% of its total assets in common stock of foreign companies operating or based in at least five different countries,<br />

which may include countries with emerging markets. The Portfolio looks primarily for stocks of companies whose earnings are<br />

growing at a faster rate than other companies or which offer attractive growth potential. These companies typically have<br />

characteristics such as above average growth in earnings and cash flow, improving profitability, strong balance sheets, management<br />

strength and strong market share for its products. The Portfolio also tries to buy such stocks at attractive prices in relation to their<br />

growth prospects. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could<br />

lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

currency risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

growth stock risk<br />

B<br />

leveraging risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

portfolio turnover risk<br />

SP International Value Portfolio (formerly, SP LSV International Value Portfolio)<br />

Investment Objective: long-term capital appreciation.<br />

We normally invest at least 80% of the Portfolio’s investable assets (net assets plus borrowings made for investment purposes) in<br />

equity securities. There is a risk that “value” stocks will perform differently from the market as a whole and other types of stocks and<br />

can continue to be undervalued by the markets for long periods of time. While we make every effort to achieve our objective, we<br />

can’t guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

8


B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

derivatives risk<br />

foreign investment risk<br />

leveraging risk<br />

liquidity risk<br />

management risk<br />

market risk<br />

SP Large Cap Value Portfolio<br />

Investment Objective: long-term growth of capital.<br />

We normally invest at least 80% of the Portfolio ‘s investable assets (net assets plus any borrowings made for investment purposes) in<br />

common stocks and securities convertible into common stock of companies. The Portfolio generally defines large capitalization<br />

companies as those with market capitalizations within the market capitalization range of the Russell 1000 Value Index (measured at<br />

the time of purchase). There is a risk that “value” stocks will perform differently from the market as a whole and other types of stocks<br />

and can continue to be undervalued by the markets for long periods of time. While we make every effort to achieve our objective, we<br />

can’t guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

portfolio turnover risk<br />

SP Mid Cap Growth Portfolio<br />

Investment Objective: long-term growth of capital.<br />

We invest, under normal market conditions, at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for<br />

investment purposes) in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts<br />

for those securities. These securities typically are of medium market capitalizations, which Calamos Advisors LLC (Calamos) believes<br />

have above-average growth potential. Medium market capitalization companies are defined by the Portfolio as companies with<br />

market capitalizations within the market capitalization range of the Russell Midcap Growth Index (measured at the time of purchase).<br />

The Portfolio’s investments may include securities listed on a securities exchange or traded in the over-the-counter markets. Calamos<br />

uses both bottom-up and top-down analysis in managing the Portfolio. This means that securities are selected based upon<br />

fundamental analysis (such as an analysis of earnings, cash flows, competitive position and management’s abilities), as well as a topdown<br />

approach of diversification by industry and company while paying attention to macro-level investment themes. The Portfolio<br />

may invest in foreign securities (including emerging markets securities). The Portfolio is expected to engage in active and frequent<br />

trading to achieve its principal investment strategies. While we make every effort to achieve our objective, we can’t guarantee success<br />

and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derviatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

portfolio turnover risk<br />

SP PIMCO High Yield Portfolio<br />

Investment Objective: maximum total return, consistent with preservation of capital and prudent investment management.<br />

9


We invest under normal circumstances at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for<br />

investment purposes) in a diversified portfolio of high-yield/high-risk debt securities rated below high grade but rated at least CCC by<br />

Moody’s Investor Service, Inc. (Moody’s) or Standard & Poor’s Ratings Group (S&P), or, if unrated, determined by Pacific Investment<br />

Management Company (PIMCO) to be of comparable quality, subject to a maximum of 5% of total Portfolio assets invested in<br />

securities rated CCC. The remainder of the Portfolio’s assets may be invested in high grade fixed-income instruments. The duration of<br />

the Portfolio normally varies within a two- to six-year time frame based on PIMCO’s forecast for interest rates.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

credit risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

high yield risk<br />

B<br />

interest rate risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

mortgage risk<br />

B<br />

portfolio turnover risk<br />

B<br />

prepayment risk<br />

B<br />

short sales risk<br />

SP PIMCO Total Return Portfolio<br />

Investment Objective: maximum total return, consistent with preservation of capital and prudent investment management.<br />

Under normal circumstances, at least 65% of the net assets are invested in a diversified portfolio of fixed-income instruments of<br />

varying maturities. The portfolio duration of this Portfolio normally varies within a three- to six-year time frame based on PIMCO’s<br />

forecast for interest rates. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you<br />

could lose money.<br />

Principal Risks:<br />

B<br />

credit risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

high yield risk<br />

B<br />

interest rate risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

mortgage risk<br />

B<br />

portfolio turnover risk<br />

B<br />

prepayment risk<br />

B<br />

short sales risk<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio<br />

Investment Objective: long-term capital appreciation.<br />

We invest under normal circumstances at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for<br />

investment purposes) in equity securities of small- and medium-sized U.S. companies that Jennison Associates LLC believes have the<br />

potential for above-average growth. The Portfolio generally defines small and medium-sized companies to be those companies within<br />

the market capitalization range of the Russell Midcap Growth Index (measured at the time of purchase). The Portfolio also may use<br />

derivatives to hedge or to improve the Portfolio’s returns. The Portfolio may actively and frequently trade its portfolio securities. High<br />

portfolio turnover results in higher transaction costs and can affect the Portfolio’s performance. While we make every effort to achieve<br />

10


our objective, we can’t guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

portfolio turnover risk<br />

SP Small Cap Growth Portfolio<br />

Investment Objective: long-term capital growth.<br />

We normally invest at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for investment purposes) in<br />

common stocks of small capitalization companies. The fund considers a company to be a small capitalization company if it has a<br />

market capitalization, at the time of purchase, no larger than the largest capitalized company included in the Russell 2000 Index<br />

during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. We are<br />

primarily looking for companies in the developing stages of their life cycles, which are currently priced below our estimation of their<br />

potential, have earnings which may be expected to grow faster than the U.S. economy in general, and/or offer the potential for<br />

accelerated earnings growth due to rapid growth of sales, new products, management changes, and/or structural changes in the<br />

economy. Investments in small, developing companies carry greater risk than investments in larger, more established companies.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

smaller company risk<br />

SP Small Cap Value Portfolio<br />

Investment Objective: long-term growth of capital.<br />

We normally invest at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for investment purposes) in<br />

the equity securities of small capitalization companies. The 80% requirement applies at the time the Portfolio invests its assets. The<br />

Portfolio generally defines small capitalization companies as those companies with market capitalizations within the market<br />

capitalization range of the Russell 2000 Value Index. The Portfolio may invest up to 25% of its assets in foreign securities. While we<br />

make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

credit risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

interest rate<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

portfolio turnover risk<br />

11


B<br />

smaller company risk<br />

SP Strategic Partners Focused Growth Portfolio<br />

Investment Objective: long-term growth of capital.<br />

We normally invest at least 65% of the Portfolio’s total assets in equity and equity-related securities of U.S. companies that the<br />

advisers believe to have strong capital appreciation potential. The Portfolio’s strategy is to combine the efforts of two investment<br />

advisers and to invest in the favorite security selection ideas of both. Each investment adviser to the Portfolio utilizes a growth style:<br />

Jennison Associates LLC selects approximately 20 securities and AllianceBernstein L.P. selects approximately 30 securities. The<br />

portfolio managers build a portfolio with stocks in which they have the highest confidence and may invest more than 5% of the<br />

Portfolio’s assets in any one issuer. The Portfolio is nondiversified, meaning it can invest a relatively high percentage of its assets in a<br />

small number of issuers. Investing in a nondiversified portfolio, particularly a portfolio investing in approximately 50 equity-related<br />

securities, involves greater risk than investing in a diversified portfolio because a loss resulting from the decline in the value of one<br />

security may represent a greater portion of the total assets of a nondiversified portfolio. The Portfolio may actively and frequently<br />

trade its portfolio securities. While we make every effort to achieve our objective, we cannot guarantee success and it is possible that<br />

you could lose money. This Portfolio is subadvised by Jennison Associates LLC and AllianceBernstein L.P.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

nondiversification risk<br />

B<br />

portfolio turnover risk<br />

SP T. Rowe Price Large Cap Growth Portfolio<br />

Investment Objective: long term growth of capital.<br />

We normally invest at least 80% of the Portfolio’s investable assets (net assets plus any borrowings made for investment purposes) in<br />

common stocks of large cap companies. A large cap company is defined as one whose market capitalization is larger than the<br />

median market capitalization of companies in the Russell 1000 Growth Index, a widely used benchmark of the largest domestic<br />

growth stocks. As of January 31, 2007, such median market capitalization was approximately $5.7 billion and is subject to change.<br />

The market capitalization of companies in the Portfolio and the Russell 1000 Growth Index will change over time; the Portfolio will<br />

not automatically sell or cease to purchase stock of a company it already owns just because the company’s market capitalization falls<br />

below this level. In selecting securities, T. Rowe Price uses a growth approach. T. Rowe Price generally looks for companies with an<br />

above-average rate of earnings and cash flow growth and a lucrative niche in the economy that gives them the ability to sustain<br />

earnings momentum even during times of slow economic growth. As growth investors, T. Rowe Price believes that when a company<br />

increases its earnings faster than both inflation and the overall economy, the market will eventually reward it with a higher stock<br />

price. While most assets will be invested in U.S. common stocks, other securities may also be purchased, including foreign stocks,<br />

futures and options, in keeping with the Portfolio’s objective. Up to 15% of the Portfolio’s total assets may be invested in foreign<br />

securities. While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose<br />

money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

growth stock risk<br />

B<br />

leveraging risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

12


SP Asset Allocation Portfolios<br />

SP Aggressive Growth Asset Allocation Portfolio<br />

SP Balanced Asset Allocation Portfolio<br />

SP Conservative Asset Allocation Portfolio<br />

SP Growth Asset Allocation Portfolio<br />

Investment Objectives: The investment objective of each SP Asset Allocation Portfolio is to obtain the highest potential total return<br />

consistent with the specified level of risk tolerance. The definition of risk tolerance is not a fundamental policy and, therefore, can<br />

be changed by the Fund’s Board of Trustees at any time.<br />

The SP Asset Allocation Portfolios are “funds of funds.” That means that each SP Asset Allocation Portfolio invests primarily in one or<br />

more mutual funds as described below. Other mutual funds in which in which an SP Asset Allocation Portfolio may invest are<br />

collectively referred to as the “Underlying Portfolios.” Consistent with the investment objectives and policies of the SP Asset<br />

Allocation Portfolios, other mutual funds may from time to time may be added to, or removed from, the list of Underlying Portfolios<br />

that may be used in connection with the SP Asset Allocation Portfolios. Currently, the only Underlying Portfolios in which the SP<br />

Asset Allocation Portfolios are authorized to invest are other Portfolios of the Fund, the AST Marsico Capital Growth Portfolio of<br />

Advanced Series Trust (AST), the AST International Value Portfolio of AST, and certain money market funds advised by <strong>Prudential</strong><br />

Invesments LLC (“PI” or the “Manager”) or its affiliates.<br />

The SP Asset Allocation Portfolios actively allocate their respective assets by investing in combinations of Underlying Portfolios. Each<br />

SP Asset Allocation Portfolio intends its strategy of investing in combinations of Underlying Portfolios to result in investment<br />

diversification that an investor could otherwise achieve only by holding numerous investments. SP Asset Allocation Portfolio assets<br />

are expected to be invested in several Underlying Portfolios at any time. Each SP Asset Allocation Portfolio has a distinctive risk/return<br />

balance. Certain SP Asset Allocation Portfolios will be focused more heavily on Underlying Portfolios that invest primarily in equity<br />

securities while other SP Asset Allocation Portfolios will be focused more heavily on Underlying Portfolios that invest primarily in<br />

debt securities/money market instruments as set forth below.<br />

Relative Investment Focus*<br />

Equity Securities<br />

Debt Securities/ Money Market Instruments<br />

SP Balanced Asset Allocation<br />

SP Growth Asset Allocation<br />

SP Conservative Asset Allocation<br />

SP Aggressive Growth Asset Allocation<br />

*Not intended to represent actual allocations among underlying Portfolios or asset classes.<br />

The Manager may, at any time, change an SP Asset Allocation Portfolio’s allocation of assets among Underlying Portfolios based on its<br />

assessment of macroeconomic, market, financial, security valuation, and other factors. The Manager also may rebalance an SP Asset<br />

Allocation Portfolio’s investments to cause such investments to match the Underlying Portfolio allocation at any time.<br />

The SP Asset Allocation Portfolios are not limited to investing exclusively in shares of the Underlying Portfolios. Each SP Asset<br />

Allocation Portfolio is now permitted under current law to invest in “securities” as defined under the Investment Company Act of<br />

1940, including shares of common or preferred stock, warrants, security futures, notes, bonds, debentures, or any put, call, straddle,<br />

option, or privilege on any security or on any group or index of securities.<br />

The performance of each SP Asset Allocation Portfolio depends on how its assets are allocated and reallocated between the<br />

Underlying Portfolios. A principal risk of investing in each SP Asset Allocation Portfolio is that the Manager will make less than<br />

optimal decisions regarding allocation of assets in the Underlying Portfolios. Because each of the SP Asset Allocation Portfolios<br />

generally invests all of its assets in Underlying Portfolios, the risks associated with each SP Asset Allocation Portfolio are closely<br />

related to the risks associated with the securities and other investments held by the Underlying Portfolios. The ability of each SP Asset<br />

Allocation Portfolio to achieve its investment objective will depend on the ability of the Underlying Portfolios to achieve their<br />

13


investment objectives. For more information on the Underlying Portfolios, please refer to their investment summaries included in this<br />

Prospectus.<br />

Investors should choose an SP Asset Allocation Portfolio by determining which risk tolerance level most closely corresponds to their<br />

individual planning needs, objectives and comfort based on the information below. While each SP Asset Allocation Portfolio will try<br />

to achieve its objective, we can’t guarantee success and it is possible that you could lose money.<br />

14


PRINCIPAL RISKS<br />

Although we try to invest wisely, all investments involve risk. Like any mutual fund, an investment in a Portfolio could lose value, and<br />

you could lose money. The following summarizes the principal risks of investing in the Portfolios.<br />

Commodity risk. A Portfolio’s investments in commodity-linked derivative instruments may subject the Portfolio to greater volatility<br />

than investments in traditional equity and debt securities. The value of commodity-linked derivative instruments may be affected by<br />

changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry<br />

or commodity, such as drought, floods, weather, acts of terrorism, livestock disease, embargoes, tariffs, and international economic,<br />

political and regulatory developments.<br />

Company risk. The price of the stock of a particular company can vary based on a variety of factors, such as the company’s financial<br />

performance, changes in management and product trends, and the potential for takeover and acquisition. This is especially true with<br />

respect to equity securities of smaller companies, whose prices may go up and down more than equity securities of larger, more<br />

established companies. Also, since equity securities of smaller companies may not be traded as often as equity securities of larger,<br />

more established companies, it may be difficult or impossible for a Portfolio to sell securities at a desirable price. Foreign securities<br />

have additional risks, including exchange rate changes, political and economic upheaval, the relative lack of information about these<br />

companies, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.<br />

Credit risk. Debt obligations are generally subject to the risk that the issuer may be unable to make principal and interest payments<br />

when they are due. There is also the risk that the securities could lose value because of a loss of confidence in the ability of the<br />

borrower to pay back debt. Non-investment grade debt— also known as “high-yield bonds” and “junk bonds"— have a higher risk of<br />

default and tend to be less liquid than higher-rated securities.<br />

Derivatives risk. Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset,<br />

interest rate or index. The Portfolios typically use derivatives as a substitute for taking a position in the underlying asset and/or as part<br />

of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. A Portfolio may also use derivatives for<br />

leverage, in which case their use would involve leveraging risk. A Portfolio’s use of derivative instruments involves risks different<br />

from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives<br />

are subject to a number of risks described elsewhere, such as liquidity risk, interest rate risk, market risk, credit risk and management<br />

risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not<br />

correlate perfectly with the underlying asset, rate or index. A Portfolio investing in a derivative instrument could lose more than the<br />

principal amount invested. Also, suitable derivative transactions may not be available in all circumstances.<br />

Foreign investment risk. Investing in foreign securities generally involves more risk than investing in securities of U.S. issuers. Foreign<br />

investment risk includes the specific risks described below:<br />

Currency risk. Changes in currency exchange rates may affect the value of foreign securities held by a Portfolio and the amount of<br />

income available for distribution. If a foreign currency grows weaker relative to the U.S. dollar, the value of securities denominated in<br />

that foreign currency generally decreases in terms of U.S. dollars. If a Portfolio does not correctly anticipate changes in exchange<br />

rates, its share price could decline as a result. In addition, certain hedging activities may cause the Portfolio to lose money and could<br />

reduce the amount of income available for distribution.<br />

Emerging market risk. To the extent that a Portfolio invests in emerging markets to enhance overall returns, it may face higher<br />

political, information, and stock market risks. In addition, profound social changes and business practices that depart from norms in<br />

developed countries’ economies have sometimes hindered the orderly growth of emerging economies and their stock markets in the<br />

past. High levels of debt may make emerging economies heavily reliant on foreign capital and vulnerable to capital flight.<br />

Foreign market risk. Foreign markets, especially those in developing countries, tend to be more volatile than U.S. markets and are<br />

generally not subject to regulatory requirements comparable to those in the U.S. Because of differences in accounting standards and<br />

custody and settlement practices, investing in foreign securities generally involves more risk than investing in securities of U.S.<br />

issuers.<br />

Information risk. Financial reporting standards for companies based in foreign markets usually differ from those in the United States.<br />

Since the “numbers” themselves sometimes mean different things, the sub-advisers devote much of their research effort to<br />

understanding and assessing the impact of these differences upon a company’s financial conditions and prospects.<br />

Liquidity risk. Stocks that trade less can be more difficult or more costly to buy, or to sell, than more liquid or active stocks. This<br />

liquidity risk is a factor of the trading volume of a particular stock, as well as the size and liquidity of the entire local market. On the<br />

15


whole, foreign exchanges are smaller and less liquid than the U.S. market. This can make buying and selling certain shares more<br />

difficult and costly. Relatively small transactions in some instances can have a disproportionately large effect on the price and supply<br />

of shares. In certain situations, it may become virtually impossible to sell a stock in an orderly fashion at a price that approaches an<br />

estimate of its value.<br />

Political developments. Political developments may adversely affect the value of a Portfolio’s foreign securities.<br />

Political risk. Some foreign governments have limited the outflow of profits to investors abroad, extended diplomatic disputes to<br />

include trade and financial relations, and imposed high taxes on corporate profits.<br />

Regulatory risk. Some foreign governments regulate their exchanges less stringently, and the rights of shareholders may not be as<br />

firmly established.<br />

Growth stock risk. Investors often expect growth companies to increase their earnings at a certain rate. If these expectations are not<br />

met, investors can punish the stocks inordinately, even if earnings do increase. In addition, growth stocks typically lack the dividend<br />

yield that can cushion stock prices in market downturns.<br />

High-yield risk. Portfolios that invest in high yield securities and unrated securities of similar credit quality (commonly known as<br />

“junk bonds”) may be subject to greater levels of interest rate, credit and liquidity risk than Portfolios that do not invest in such<br />

securities. High-yield securities are considered predominantly speculative with respect to the issuer’s continuing ability to make<br />

principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for highyield<br />

securities and reduce a Portfolio’s ability to sell its high-yield securities (liquidity risk). Industry/sector risk. Portfolios that invest<br />

in a single market sector or industry can accumulate larger positions in single issuers or an industry sector. As a result, the Portfolio’s<br />

performance may be tied more directly to the success or failure of a smaller group of portfolio holdings.<br />

Interest rate risk. Fixed income securities are subject to the risk that the securities could lose value because of interest rate changes.<br />

For example, bonds tend to decrease in value if interest rates rise. Debt obligations with longer maturities sometimes offer higher<br />

yields, but are subject to greater price shifts as a result of interest rate changes than debt obligations with shorter maturities.<br />

Initial public offering (IPO) risk. The prices of securities purchased in IPOs can be very volatile. The effect of IPOs on the<br />

performance of a Portfolio depends on a variety of factors, including the number of IPOs the Portfolio invests in relative to the size of<br />

the Portfolio and whether and to what extent a security purchased in an IPO appreciates or depreciates in value. As a Portfolio’s asset<br />

base increases, IPOs often have a diminished effect on a Portfolio’s performance.<br />

Leveraging risk. Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse<br />

repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment contracts.<br />

The use of derivatives may also create leveraging risks. To mitigate leveraging risk, a sub-adviser can segregate liquid assets or<br />

otherwise cover the transactions that may give rise to such risk. The use of leverage may cause a Portfolio to liquidate portfolio<br />

positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. Leverage, including<br />

borrowing, may cause a Portfolio to be more volatile than if the Portfolio had not been leveraged. This volatility occurs because<br />

leveraging tends to exaggerate the effect of any increase or decrease in the value of a Portfolio’s securities.<br />

License risk. Certain Portfolios rely on licenses from third parties to the relevant subadviser that permit the use of the intellectual<br />

property of such parties in connection with the investment strategies for those Portfolios. Such licenses may be terminated by the<br />

licensors under certain circumstances, and as a result, a Portfolio may lose its ability to use the licensed name and/or the licensed<br />

investment strategy. Accordingly, in the event a license is terminated, it may have a significant effect on the operation of the affected<br />

Portfolio.<br />

Liquidity risk. Liquidity risk exists when particular investments are difficult to purchase or sell. A Portfolio’s investments in illiquid<br />

securities may reduce the returns of the Portfolio, because it may be unable to sell the illiquid securities at an advantageous time or<br />

price. Portfolios with principal investment strategies that involve foreign securities, derivatives or securities with substantial market<br />

and/or credit risk tend to have the greatest exposure to liquidity risk.<br />

Management risk. Actively managed investment portfolios are subject to management risk. Each subadviser will apply investment<br />

techniques and risk analyses in making investment decisions for the Portfolios, but there can be no guarantee that these will produce<br />

the desired results.<br />

Market risk. Common stocks are subject to market risk stemming from factors independent of any particular security. Investment<br />

markets fluctuate. All markets go through cycles, and market risk involves being on the wrong side of a cycle. Factors affecting market<br />

16


isk include political events, broad economic and social changes, and the mood of the investing public. You can see market risk in<br />

action during large drops in the stock market. If investor sentiment turns gloomy, the price of all stocks may decline. It may not matter<br />

that a particular company has great profits and its stock is selling at a relatively low price. If the overall market is dropping, the values<br />

of all stocks are likely to drop. Generally, the stock prices of large companies are more stable than the stock prices of smaller<br />

companies, but this is not always the case. Smaller companies often offer a smaller range of products and services than large<br />

companies. They may also have limited financial resources and may lack management depth. As a result, stocks issued by smaller<br />

companies may fluctuate in value more than the stocks of larger, more established companies.<br />

Mortgage risk. A Portfolio that purchases mortgage related securities is subject to certain additional risks. Rising interest rates tend to<br />

extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of<br />

rising interest rates, a Portfolio that holds mortgage-related securities may exhibit additional volatility. This is known as extension risk.<br />

In addition, mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their<br />

mortgages sooner than expected. This can reduce the returns of a Portfolio because the Portfolio will have to reinvest that money at<br />

the lower prevailing interest rates.<br />

Nondiversification risk. The chance that a Portfolio’s performance may be disproportionately hurt by the performance of relatively<br />

few securities. A Portfolio which is non-diversified may invest more of its assets in a smaller number of issuers than a diversified<br />

Portfolio. Concentrating investments may result in greater potential losses for Portfolios investing in a broader variety of issuers. A<br />

Portfolio may be more susceptible to adverse developments affecting a single issuer held in its portfolio, and may be more susceptible<br />

to greater losses because of these developments.<br />

Portfolio turnover risk. A Portfolio’s investments may be bought and sold relatively frequently. A high turnover rate may result in<br />

higher brokerage commissions and lower returns.<br />

Prepayment risk. A Portfolio that purchases mortgage-related securities or asset-backed securities is subject to additional risks. The<br />

underlying mortgages or assets may be prepaid, partially or completely, generally during periods of falling interest rates, which could<br />

adversely affect yield to maturity and could require the Portfolio to reinvest in lower yielding securities.<br />

Real Estate risk. Certain Portfolios may invest in REITs and real estate-linked derivative instruments. Such on emphasis on these types<br />

of investments will subject a Portfolio to risks similar to those associated with direct ownership of real estate, including losses from<br />

casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws,<br />

regulatory limitations on rents, property taxes, and operating expenses. An investment in a real estate-linked derivative instrument<br />

that is linked to the value of a REIT is subject to additional risks, such as poor performance by the manager of the REIT, adverse<br />

changes to the tax laws, or failure by the REIT to qualify for tax-free pass-through of income under the Internal Revenue Code of<br />

1986. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic<br />

area, or a single type of property.<br />

Short sale risk. A Portfolio that enters into short sales, which involves selling a security it does not own in anticipation that the<br />

security’s price will decline, exposes the Portfolio to the risk that it will be required to buy the security sold short (also known as<br />

“covering” the short position) at a time when the security has appreciated in value, thus resulting in a loss to the Portfolio.<br />

Theoretically, the amount of these losses can be unlimited, although for fixed-income securities an interest rate of 0% forms an<br />

effective limit on how high a securities’ price would be expected to rise. Although certain Portfolios may try to reduce risk by holding<br />

both long and short positions at the same time, it is possible that a Portfolio’s securities held long will decline in value at the same<br />

time that the value of the Portfolio’s securities sold short increases, thereby increasing the potential for loss.<br />

Small company risk. The shares of small companies tend to trade less frequently than those of larger, more established companies,<br />

which can have an adverse effect on the pricing of these securities and on a Portfolio’s ability to sell these securities. In the case of<br />

small cap technology companies, the risks associated with technology company stocks, which tend to be more volatile than other<br />

sectors, are magnified.<br />

Value stock risk. A Portfolio’s investments in value stocks carry the risk that the market will not recognize a security’s intrinsic value<br />

for a long time or that a stock believed to be undervalued may actually be appropriately priced.<br />

17


INTRODUCTION TO PAST PERFORMANCE<br />

A number of factors— including risk— can affect how a Portfolio performs. The bar charts and tables on the following pages<br />

demonstrate the risk of investing in each Portfolio by showing how returns can change from year to year and by showing how each<br />

Portfolio’s average annual returns compare with a stock index and a group of similar mutual funds. Past performance does not mean<br />

that a Portfolio will achieve similar results in the future.<br />

The annual returns and average annual returns shown in the charts and tables on the following pages are after deduction of expenses<br />

and do not include Contract charges. If Contract charges were included, the returns shown would have been lower than those<br />

shown. Consult your Contract prospectus for information about Contract charges. During certain periods shown, fee waivers and/or<br />

expense reimbursements may be in effect. Without such fee waivers and/or expense reimbursements, the returns for a Portfolio would<br />

have been lower.<br />

18


PAST PERFORMANCE: DIVERSIFIED BOND PORTFOLIO THROUGH MONEY MARKET PORTFOLIO<br />

Diversified Bond Portfolio<br />

Annual Returns (Class I Shares)<br />

11%<br />

10%<br />

9%<br />

8%<br />

7%<br />

6%<br />

5%<br />

4%<br />

3%<br />

2%<br />

1%<br />

0<br />

-1%<br />

-2%<br />

8.57<br />

1997<br />

7.15<br />

1998<br />

-0.74<br />

1999<br />

9.72<br />

2000<br />

6.98<br />

2001<br />

7.07<br />

2002<br />

7.49<br />

2003<br />

5.59<br />

2004<br />

3.28<br />

2005<br />

4.98<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

4.40% (2nd quarter of 1997) -2.54% (2nd quarter of 2004)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years 10 Years<br />

Class I Shares 4.98% 5.67% 5.97%<br />

Lehman Brothers U.S. Aggregate Bond Index* 4.33% 5.06% 6.24%<br />

Lipper Variable Insurance Products (VIP) Intermediate Investment Grade<br />

Debt Funds Average** 4.14% 4.90% 5.81%<br />

*The Lehman Brothers U.S. Aggregate Bond Index is comprised of more than 5,000 government and corporate bonds. These returns do not include the effect of any investment management<br />

expenses. These returns would have been lower if they included the effect of these expenses.<br />

**The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees<br />

and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges.<br />

19


Equity Portfolio<br />

Annual Returns (Class I Shares)<br />

40%<br />

30%<br />

24.66<br />

31.65<br />

20%<br />

10%<br />

0<br />

9.34<br />

12.49<br />

3.28<br />

9.93<br />

11.47<br />

12.57<br />

-10%<br />

-20%<br />

-30%<br />

1997<br />

1998<br />

1999<br />

2000<br />

-11.18<br />

2001<br />

-22.34<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

16.81% (2nd quarter of 2003) -17.48% (3rd quarter of 2002)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years 10 Years<br />

Since Class <strong>II</strong><br />

Inception*<br />

Class I Shares 12.57% 7.12% 7.09% N/A<br />

Class <strong>II</strong> Shares 12.13% 6.70% N/A 2.95%<br />

S&P 500 Index** 15.78% 6.18% 8.42% 2.41%<br />

Russell 1000 Index*** 15.46% 6.82% 8.64% 2.97%<br />

Lipper Variable Insurance Products (VIP) Large Cap Core Funds<br />

Average**** 13.31% 5.22% 6.71% 1.98%<br />

*Portfolio (Class <strong>II</strong>) inception: 5/4/99.<br />

**The Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed.<br />

These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return<br />

reflects the closest calendar month-end return to the inception date of the Portfolio's Class <strong>II</strong> shares.<br />

***The Russell 1000 Index consists of the 1000 largest securities in the Russell 3000 Index. The Russell 3000 Index consists of the 3000 largest companies, as determined by market<br />

capitalization. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception"<br />

return reflects the closest calendar month-end return to the inception date of the Portfolio's Class <strong>II</strong> shares.<br />

****The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio's Class <strong>II</strong> shares.<br />

20


Global Portfolio<br />

Annual Returns (Class I Shares)<br />

60%<br />

45%<br />

30%<br />

15%<br />

6.98<br />

25.08<br />

48.27<br />

34.07<br />

9.59<br />

16.06<br />

19.65<br />

0<br />

-15%<br />

-30%<br />

-17.68<br />

-17.64<br />

-25.14<br />

-45%<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

31.05% (4th quarter of 1999) -21.45% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years 10 Years<br />

Class I Shares 19.65% 8.84% 7.46%<br />

MSCI World Index (ND)* 20.07% 9.97% 7.64%<br />

MSCI World Index (GD)* 20.65% 10.49% 8.08%<br />

Lipper Variable Insurance Products (VIP) Global Growth Funds Average** 18.78% 10.54% 8.95%<br />

*The Morgan Stanley Capital International World Index is a weighted index comprised of approximately 1,500 companies listed on the stock exchanges of the U.S., Europe, Canada, Australasia and<br />

the Far East. The Portfolio no longer utilizes the MSCI World Index (ND), and instead now utilizes the MSCI World Index (GD). The ND (net dividends) and GD (gross dividends) versions of the MSCI<br />

World Index differ in that ND returns reflect the impact of the maximum withholding taxes on reinvested dividends while the GD version does not reflect the impact of withholding taxes on reinvested<br />

dividends. Based on a recommendation of the Fund's Manager, the Board determined that the GD version of the benchmark, which generally reflects higher returns, is a more appropriate<br />

benchmarks for the Porfolio. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses.<br />

**The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees<br />

and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges.<br />

21


High Yield Bond Portfolio<br />

Annual Returns (Class I Shares)<br />

40%<br />

30%<br />

25.04<br />

20%<br />

10%<br />

0<br />

-10%<br />

13.78<br />

-2.36<br />

4.61<br />

-7.91<br />

-0.44<br />

1.50<br />

10.30<br />

3.41<br />

10.25<br />

-20%<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

8.91% (2nd quarter of 2003) -9.50% (3rd quarter of 1998)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years 10 Years<br />

Class I Shares 10.25% 9.80% 5.45%<br />

Lehman Brothers U.S. Corporate High Yield Bond Index* 11.85% 10.18% 6.59%<br />

Lehman Brothers High Yield 2% Issuer Capped Index** 10.76% 10.20% 6.63%<br />

Lipper Variable Insurance Products (VIP) High Current Yield Funds<br />

Average*** 9.96% 8.94% 5.35%<br />

*The Lehman Brothers U.S. Corporate High Yield Bond Index is made up of over 700 non-investment grade bonds. The index is an unmanaged index that includes the reinvestment of all interest but<br />

does not reflect the payment of transaction costs and advisory fees associated with an investment in the Portfolio. These returns do not include the effect of any investment management expenses.<br />

These returns would have been lower if they included the effect of these expenses. The Portfolio no longer uses this index.<br />

**The Lehman Brothers High Yield 2% Issuer Capped Index is made up of over 700 non-investment grade bonds. However, the representation of any single bond issuer is restricted to a maximum of<br />

2% of the total index. The index is an unmanaged index that includes the reinvestment of all interest but does not reflect the payment of transaction costs and advisory fees associated with an<br />

investment in the Portfolio. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The<br />

Portfolio has changed from the Lehman Brothers U.S. Corporate High Yield Bond Index to Lehman Brothers High Yield 2% Issuer Capped Index because the Lehman Brothers High Yield 2% Issuer<br />

Capped Index better represents the composition of the Portfolio. In particular, the Portfolio generally maintains positions of 2% or less per issuer (although the Portfolio may hold positions of<br />

greater than that amount).<br />

***The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges.<br />

22


Jennison Portfolio<br />

Annual Returns (Class I Shares)<br />

60%<br />

45%<br />

30%<br />

31.71<br />

37.46<br />

41.76<br />

30.25<br />

15%<br />

0<br />

9.63<br />

14.55<br />

1.79<br />

-15%<br />

-30%<br />

-17.38<br />

-18.25<br />

-30.95<br />

-45%<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

29.46% (4th quarter of 1998) -19.83% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years 10 Years<br />

Since Class <strong>II</strong><br />

Inception*<br />

Class I Shares 1.79% 2.83% 7.17% N/A<br />

Class <strong>II</strong> Shares 1.37% 2.41% N/A -4.78%<br />

S&P 500 Index** 15.78% 6.18% 8.42% 1.89%<br />

Russell 1000 Growth Index*** 9.07% 2.69% 5.44% -4.27%<br />

Lipper Variable Insurance Products (VIP) Large-Cap Growth Funds<br />

Average**** 6.30% 2.70% 6.09% -2.63%<br />

*Portfolio (Class <strong>II</strong>) inception: 2/10/00.<br />

**The Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed.<br />

These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return<br />

reflects the closest calendar month-end return to the inception date of the Portfolio's Class <strong>II</strong> shares.<br />

***The Russell 1000 Growth Index consists of those securities included in the Russell 1000 Index that have a greater-than-average growth orientation. These returns do not include the effect of<br />

investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to<br />

the inception date of the Portfolio's Class <strong>II</strong> shares.<br />

****The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date. of the Portfolio's Class <strong>II</strong> shares.<br />

23


Money Market Portfolio<br />

Annual Returns (Class I Shares)<br />

10%<br />

5%<br />

5.41<br />

5.39<br />

4.98<br />

6.20<br />

4.22<br />

4.74<br />

2.85<br />

1.52<br />

0.84<br />

1.01<br />

0<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

1.59% (3rd quarter of 2000) 0.18% (2nd quarter of 2004)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years 10 Years<br />

Class I Shares 4.74% 2.20% 3.69%<br />

Lipper Variable Insurance Products (VIP) Money Market Funds Average* 4.54% 1.99% 3.50%<br />

*The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees<br />

and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges.<br />

7-Day Yield (as of 12/31/06)<br />

Money Market Portfolio* 4.98%<br />

Average Money Market Fund** 4.54%<br />

*The Portfolio's yield is after deduction of expenses and does not include contract charges.<br />

**Source: iMoneyNet, Inc. as of December 26, 2006, based on the iMoneyNet Prime Retail Universe.<br />

24


PAST PERFORMANCE: STOCK INDEX PORTFOLIO THROUGH SP STRATEGIC PARTNERS FOCUSED GROWTH PORTFOLIO<br />

Stock Index Portfolio<br />

Annual Returns (Class I Shares)<br />

40%<br />

30%<br />

32.83<br />

28.42<br />

28.18<br />

20%<br />

10%<br />

20.54<br />

10.45<br />

4.54<br />

15.54<br />

0<br />

-10%<br />

-20%<br />

-30%<br />

1997<br />

1998<br />

1999<br />

-9.03<br />

2000<br />

-12.05<br />

2001<br />

-22.19<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

21.44% (4th quarter of 1998) -17.25% (3rd quarter of 2002)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years 10 Years<br />

Class I shares 15.54% 5.88% 8.15%<br />

S&P 500 Index* 15.78% 6.18% 8.42%<br />

Lipper Variable Insurance Products (VIP) S&P 500 Objective Funds<br />

Average** 15.38% 5.78% 8.11%<br />

*The Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed.<br />

These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses.<br />

**The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees<br />

and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges.<br />

25


SP AIM Core Equity Portfolio<br />

Annual Returns (Class I Shares)<br />

30%<br />

20%<br />

23.69<br />

16.05<br />

10%<br />

0<br />

8.79<br />

4.63<br />

-10%<br />

-20%<br />

-30%<br />

-15.21<br />

-22.68<br />

2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

14.69% (2nd quarter of 2003) -21.41% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 16.05% 6.74% -1.62%<br />

S&P 500 Index* 15.78% 6.18% 1.49%<br />

Russell 1000 Growth Index** 15.46% 6.82% 1.63%<br />

Lipper Variable Insurance Products (VIP) Large Cap Core Funds<br />

Average*** 13.31% 5.22% 0.90%<br />

*The Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed.<br />

These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects<br />

the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 1000 Growth Index consists of the 1000 largest companies included in the Russell 3000 Index. The Russell 3000 Index consists of the 3000 largest companies, as determined by<br />

market capitalization. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The<br />

"Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

***The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio.<br />

26


SP Davis Value Portfolio<br />

Annual Returns (Class I Shares)<br />

40%<br />

30%<br />

29.40<br />

20%<br />

10%<br />

12.53<br />

9.52<br />

15.02<br />

0<br />

-10%<br />

-20%<br />

-10.46<br />

-15.70<br />

-30%<br />

2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

17.06% (2nd quarter of 2003) -13.69% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 15.02% 9.11% 5.60%<br />

S&P 500 Index* 15.78% 6.18% 1.49%<br />

Russell 1000 Value Index** 22.25% 10.86% 8.21%<br />

Lipper Variable Insurance Products (VIP) Multi Cap Value Funds<br />

Average*** 17.30% 8.99% 7.27%<br />

Lipper Variable Insurance Products (VIP) Large Cap Value Funds<br />

Average*** 19.01% 7.73% 6.61%<br />

*The Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed.<br />

These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects<br />

the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 1000 Value Index consists of those companies in the Russell 1000 Index that have a less-than-average growth orientation. These returns do not include the effect of any investment<br />

management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the<br />

inception date of the Portfolio.<br />

***The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio. Although Lipper classifies the Portfolio within the Multi Cap Value Funds Average, the returns for the Large Cap Value Funds Average are also<br />

shown, because the management of the portfolios included in the Large Cap Value Funds Average is more consistent with the management of the Portfolio.<br />

27


SP International Growth Portfolio<br />

Annual Returns (Class I Shares)<br />

60%<br />

45%<br />

39.57<br />

30%<br />

15%<br />

16.54<br />

16.39<br />

21.05<br />

0<br />

-15%<br />

-30%<br />

-45%<br />

-22.57<br />

-35.64<br />

2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

19.14% (2nd quarter of 2003) -20.59% (1st quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Class I<br />

Inception*<br />

Since Class <strong>II</strong><br />

Inception*<br />

Class I Shares 21.05% 12.15% -0.47% N/A<br />

Class <strong>II</strong> Shares 20.42% 11.69% N/A -0.55%<br />

MSCI EAFE Index (ND)** 26.34% 14.98% 7.11% 7.11%<br />

MSCI EAFE Index (GD)** 26.86% 15.43% 7.51% 7.51%<br />

Lipper Variable Insurance Products (VIP) International Growth Funds<br />

Average*** 24.61% 13.89% 4.41% 4.41%<br />

*Portfolio (Class I) inception: 9/22/00. Portfolio (Class <strong>II</strong>) inception: 10/4/00.<br />

**The Morgan Stanley Capital International (MSCI) Europe, Australasia Far East (EAFE) Index is a weighted, unmanaged index of performance that reflects stock price movements in Europe,<br />

Australasia, and the Far East. The Portfolio no longer utilizes the MSCI EAFE Index (ND), and instead now utilizes the MSCI EAFE Index (GD). The ND (net dividends) and GD (gross dividends)<br />

versions of the MSCI EAFE Index differ in that ND returns reflect the impact of the maximum withholding taxes on reinvested dividends while the GD version does not reflect the impact of<br />

withholding taxes on reinvested dividends. Based on a recommendation of the Fund's Manager, the Board determined that the GD version of the benchmark, which generally reflects higher returns,<br />

is a more appropriate benchmarks for the Porfolio. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect<br />

of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio's Class <strong>II</strong> shares.<br />

***The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio's Class <strong>II</strong> shares.<br />

28


SP International Value Portfolio<br />

Annual Returns (Class I Shares)<br />

40%<br />

30%<br />

27.37<br />

29.09<br />

20%<br />

10%<br />

15.80<br />

13.77<br />

0<br />

-10%<br />

-20%<br />

-30%<br />

-17.17<br />

-22.07<br />

2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

15.48% (2nd quarter of 2003) -17.91% (3rd quarter of 2002)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 29.09% 12.40% 4.60%<br />

MSCI EAFE Index (ND)* 26.34% 14.98% 7.11%<br />

MSCI EAFE Index (GD)* 26.86% 15.43% 7.51%<br />

Lipper Variable Insurance Products (VIP) International Value Funds<br />

Average** 26.89% 15.88% 9.23%<br />

*The Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index is a weighted, unmanaged index of performance that reflects stock price movements in Europe,<br />

Australasia, and the Far East. The Portfolio no longer utilizes the MSCI EAFE Index (ND), and instead now utilizes the MSCI EAFE Index (GD). The ND (net dividends) and GD (gross dividends)<br />

versions of the MSCI EAFE Index differ in that ND returns reflect the impact of the maximum withholding taxes on reinvested dividends while the GD version does not reflect the impact of<br />

withholding taxes on reinvested dividends. Based on a recommendation of the Fund's Manager, the Board determined that the GD version of the benchmark, which generally reflects higher returns,<br />

is a more appropriate benchmark for the Porfolio. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect<br />

of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees<br />

and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar month-end<br />

return to the inception date of the Portfolio.<br />

29


SP Large Cap Value Portfolio<br />

Annual Returns (Class I Shares)<br />

40%<br />

30%<br />

26.76<br />

20%<br />

17.75<br />

18.47<br />

10%<br />

6.64<br />

0<br />

-10%<br />

-8.65<br />

-20%<br />

-30%<br />

2001<br />

-16.37<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

15.25% (2nd quarter of 2003) -17.90% (3rd quarter of 2002)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 18.47% 9.54% 6.79%<br />

Russell 1000 Index* 15.46% 6.82% 1.63%<br />

Russell 1000 Value Index** 22.25% 10.86% 8.21%<br />

Lipper Variable Insurance Products (VIP) Large-Cap Value Funds<br />

Average*** 19.01% 7.73% 6.61%<br />

Lipper Variable Insurance Products (VIP) Multi-Cap Value Funds<br />

Average*** 17.30% 8.99% 7.27%<br />

*The Russell 1000 Index consists of the 1000 largest companies in the Russell 3000 Index. The Russell 3000 Index consists of the 3000 largest companies, as determined by market capitalization.<br />

These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects<br />

the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 1000 Value Index measures the performance of those Russell 1000 companies that have a less-than-average growth orientation. These returns do not include the effect of any<br />

investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to<br />

the inception date of the Portfolio.<br />

***The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio. Although Lipper classifies the Portfolio in the Multi-Cap Value Funds Average, the returns for the Large-Cap Value Funds Average are also<br />

shown, because the management of the portfolios in the Large-Cap Value Funds Average is more consistent with the management of the Portfolio.<br />

30


SP Mid Cap Growth Portfolio<br />

Annual Returns (Class I Shares)<br />

60%<br />

45%<br />

40.10<br />

30%<br />

15%<br />

0<br />

-15%<br />

19.55<br />

5.26<br />

-1.94<br />

-30%<br />

-20.93<br />

-45%<br />

-60%<br />

2001<br />

-46.33<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

29.37% (4th quarter of 2001) -33.97% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares -1.94% -1.49% -5.16%<br />

Russell Midcap Index* 15.26% 12.88% 8.52%<br />

Russell Midcap Growth Index** 10.66% 8.22% -1.51%<br />

Lipper Variable Insurance Products (VIP) Mid Cap Growth Funds<br />

Average*** 8.63% 6.00% -2.00%<br />

Lipper Variable Insurance Products (VIP) Multi Cap Growth Funds<br />

Average*** 7.70% 4.78% -3.91%<br />

*The Russell Midcap Index consists of the 800 smallest securities in the Russell 1000 Index, as ranked by total market capitalization. These returns do not include the effect of investment<br />

management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the<br />

inception date of the Portfolio.<br />

**The Russell Midcap Growth Index consists of those securities in the Russell Midcap Index that have a greater-than-average growth orientation. These returns do not include the effect of any<br />

investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to<br />

the inception date of the Portfolio.<br />

***The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio. Although Lipper classifies the Portfolio in the Multi Cap Growth Funds Average, the returns for the Mid-Cap Growth Funds Average are also<br />

shown, because the management of the portfolios in the Mid-Cap Growth Funds Average is more consistent with the management of the Portfolio.<br />

31


SP PIMCO High Yield Portfolio<br />

Annual Returns (Class I Shares)<br />

25%<br />

22.41<br />

20%<br />

15%<br />

10%<br />

9.32<br />

9.51<br />

5%<br />

3.97<br />

4.03<br />

0<br />

2001<br />

0.15<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

8.00% (4th quarter of 2002) -4.15% (3rd quarter of 2002)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 9.51% 8.83% 7.97%<br />

Merrill Lynch U.S. High Yield Master <strong>II</strong> BB-B Rated Index with 2% Issuer<br />

Constraint* 9.29% 9.06% 7.42%<br />

Lehman Brothers Intermediate BB Corporate Bond Index** 9.65% 7.42% 7.53%<br />

Lipper Variable Insurance Products (VIP) High Current Yield Funds<br />

Average*** 9.96% 8.94% 6.22%<br />

*The Merrill Lynch U.S. High Yield Master <strong>II</strong> BB-B Rated Index with 2% Issuer constraint is an unmanaged index that includes high yield bonds across the maturity spectrum, within the BB-B rated<br />

spectrum, included in the below-investment-grade universe. However, the representation of any single bond issuer is restricted to a maximum of 2% of the total index. These returns do not include<br />

the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio.<br />

**The Lehman Brothers Intermediate BB Corporate Bond Index is an unmanaged index comprised of various fixed income securities rated BB. The "Since Inception" return reflects the closest<br />

calendar month-end return to the inception date of the Portfolio.<br />

***The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio.<br />

32


SP PIMCO Total Return Portfolio<br />

Annual Returns (Class I Shares)<br />

15%<br />

10%<br />

8.66<br />

9.39<br />

5%<br />

5.85<br />

5.28<br />

2.39<br />

3.68<br />

0<br />

2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

5.69% (3rd quarter of 2001) -2.04% (2nd quarter of 2004)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 3.68% 5.29% 6.43%<br />

Lehman Brothers U.S. Aggregate Bond Index* 4.33% 5.06% 6.08%<br />

Lipper Variable Insurance Products (VIP) Intermediate Investment Grade<br />

Debt Funds Average** 4.14% 4.90% 5.88%<br />

*The Lehman Brothers U.S. Aggregate Bond Index is an unmanaged index comprised of more than 5,000 government and corporate bonds. These returns do not include the effect of any investment<br />

management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the<br />

inception date of the Portfolio.<br />

**The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment fees<br />

and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar month-end<br />

return to the inception date of the Portfolio.<br />

33


SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio<br />

Annual Returns (Class I Shares)<br />

60%<br />

45%<br />

42.09<br />

30%<br />

15%<br />

21.39<br />

17.77<br />

9.59<br />

0<br />

-15%<br />

-30%<br />

-45%<br />

-17.78<br />

2001<br />

-32.08<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

24.62% (2nd quarter of 2003) -27.97% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Class I<br />

Inception*<br />

Since Class <strong>II</strong><br />

Inception*<br />

Class I Shares 9.59% 8.62% 0.67% N/A<br />

Class <strong>II</strong> Shares 9.10% 8.20% N/A 5.62%<br />

S&P MidCap 400 Index** 10.32% 10.89% 7.84% 9.54%<br />

Russell Midcap Growth Index*** 10.66% 8.22% -1.51% 5.77%<br />

Lipper Variable Insurance Products (VIP) Mid Cap Growth Funds<br />

Average**** 8.63% 6.00% -2.00% 3.68%<br />

*Portfolio (Class I) inception: 9/22/00. Portfolio (Class <strong>II</strong>) inception: 7/9/01.<br />

**The Standard & Poor's MidCap 400 Composite Stock Price Index (S&P MidCap 400 Index) — an unmanaged index of 400 domestic stocks chosen for market size, liquidity and industry group<br />

representation — gives a broad look at how mid cap stock prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been<br />

lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio's Class <strong>II</strong> shares.<br />

***The Russell Midcap Growth Index consists of those securities in the Russell Midcap Index that have a greater-than-average growth orientation. The Russell Midcap Index consists of the 800<br />

smallest securities in the Russell 1000 Index, as ranked by total market capitalization. These returns do not include the effect of any investment management expenses. These returns would have<br />

been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio's Class <strong>II</strong> shares.<br />

****The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio's Class <strong>II</strong> shares.<br />

34


SP Small Cap Growth Portfolio<br />

Annual Returns (Class I Shares)<br />

45%<br />

30%<br />

34.71<br />

15%<br />

12.39<br />

0<br />

-0.92<br />

2.48<br />

-15%<br />

-30%<br />

-17.18<br />

-30.26<br />

-45%<br />

2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

25.50% (4th quarter of 2001) -26.36% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 12.39% 1.40% -4.60%<br />

Russell 2000 Index* 18.37% 11.39% 8.19%<br />

Russell 2000 Growth Index** 13.35% 6.93% 0.20%<br />

Lipper Variable Insurance Products (VIP) Small Cap Growth Funds<br />

Average*** 11.12% 5.51% -0.50%<br />

*The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index. These returns do not include the effect of any investment management expenses.<br />

These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 2000 Growth Index consists of those companies in the Russell 2000 Index that have a greater-than-average growth orientation. These returns do not include the effect of any<br />

investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to<br />

the inception date of the Portfolio.<br />

***The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio.<br />

35


SP Small Cap Value Portfolio<br />

Annual Returns (Class I Shares)<br />

40%<br />

30%<br />

33.11<br />

20%<br />

20.69<br />

14.60<br />

10%<br />

0<br />

3.11<br />

4.61<br />

-10%<br />

-20%<br />

2001<br />

-14.38<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

15.70% (2nd quarter of 2003) -19.18% (3rd quarter of 2002)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 14.60% 10.52% 10.70%<br />

Russell 2500 Index* 16.17% 12.19% 9.19%<br />

Russell 2000 Value Index** 20.18% 15.51% 15.42%<br />

Lipper Variable Insurance Products (VIP) Small-Cap Value Funds<br />

Average*** 17.31% 13.71% 14.46%<br />

Lipper Variable Insurance Products (VIP) Small-Cap Core Funds<br />

Average*** 15.23% 10.28% 8.99%<br />

*The Russell 2500 Index measures the performance of the 2,500 smallest companies in the Russell 3000 Index, which represents approximately 17% of the total market capitalization of the<br />

Russell 3000 Index. These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since<br />

Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 2000 Value Index measures the performance of Russell 2000 companies with higher price-to-book ratios. These returns do not include the effect of any investment management<br />

expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the<br />

Portfolio.<br />

***The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio. Although Lipper classifies the Portfolio in the Small-Cap Core Funds Average, the returns for the Small-Cap Value Funds Average are also<br />

shown, because the management of the portfolios in the Small-Cap Value Funds Average is more consistent with the management of the Portfolio.<br />

36


SP Strategic Partners Focused Growth Portfolio<br />

Annual Returns (Class I Shares)<br />

40%<br />

30%<br />

20%<br />

10%<br />

25.84<br />

10.58<br />

15.29<br />

0<br />

-10%<br />

-0.66<br />

-20%<br />

-15.32<br />

-30%<br />

-40%<br />

2001<br />

-25.26<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

13.30% (4th quarter of 2001) -19.07% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Class I<br />

Inception*<br />

Since Class <strong>II</strong><br />

Inception*<br />

Class I Shares -0.66% 3.54% 3.47% N/A<br />

Class <strong>II</strong> Shares -1.07% 3.13% N/A -1.32%<br />

S&P 500 Index** 15.78% 6.18% 1.49% 2.94%<br />

Russell 1000 Growth Index*** 9.07% 2.69% -5.23% -1.58%<br />

Lipper Variable Insurance Products (VIP) Large Cap Growth Funds<br />

Average**** 6.30% 2.70% -4.17% -1.50%<br />

*Portfolio (Class I) inception: 9/22/00. Portfolio (Class <strong>II</strong>) inception: 1/12/01.<br />

**The Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how mid cap stock prices have<br />

performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since<br />

Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio's Class I and Class <strong>II</strong> shares.<br />

***The Russell 1000 Growth Index consists of those Russell 1000 securities that have a greater-than-average growth orientation. The Russell 1000 Index consists of the 1000 largest securities in<br />

the Russell 3000 Index. The Russell 3000 Index consists of the 3000 largest U.S. securities, as determined by total market capitalization. These returns do not include the effect of any investment<br />

management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the<br />

inception date of the Portfolio's Class I and Class <strong>II</strong> shares.<br />

****The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio's Class I and Class <strong>II</strong> shares.<br />

37


PAST PERFORMANCE: SP T. ROWE PRICE LARGE CAP GROWTH PORTFOLIO THROUGH SP ASSET ALLOCATION PORTFOLIOS<br />

SP T. Rowe Price Large Cap Growth Portfolio<br />

Annual Returns (Class I Shares)<br />

40%<br />

30%<br />

20%<br />

23.86<br />

16.64<br />

10%<br />

0<br />

-10%<br />

6.10<br />

5.91<br />

-20%<br />

-30%<br />

-40%<br />

-14.47<br />

2001<br />

-31.19<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

14.58% (4th quarter of 2001) -16.82% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 5.91% 2.21% -3.18%<br />

Russell 1000 Index* 15.46% 6.82% 1.63%<br />

Russell 1000 Growth Index** 9.07% 2.69% -5.23%<br />

Lipper Variable Insurance Products (VIP) Large Cap Growth Funds<br />

Average*** 6.30% 2.70% -4.17%<br />

*The Russell 1000 Index consists of the 1000 largest companies in the Russell 3000 Index. The Russell 3000 Index consists of the 3000 largest companies, as determined by market capitalization.<br />

These returns do not include the effect of investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects<br />

the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 1000 Growth Index consists of those securities included in the Russell 1000 Index that have a greater-than-average growth orientation. These returns do not include the effect of any<br />

investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to<br />

the inception date of the Portfolio.<br />

***The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio.<br />

38


SP Aggressive Growth Asset Allocation Portfolio<br />

Annual Returns (Class I Shares)<br />

40%<br />

30%<br />

32.77<br />

20%<br />

10%<br />

14.76<br />

10.48<br />

14.27<br />

0<br />

-10%<br />

-20%<br />

-30%<br />

-17.92<br />

2001<br />

-22.16<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

17.65% (2nd quarter of 2003) -18.08% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 14.27% 8.41% 2.21%<br />

S&P 500 Index* 15.78% 6.18% 1.49%<br />

Former Aggressive Growth AA <strong>Custom</strong> Blended Index** 17.80% 8.73% 3.13%<br />

Current Aggressive Growth AA <strong>Custom</strong> Blended Index** 17.89% 8.82% 3.21%<br />

Lipper Variable Insurance Products (VIP) Multi Cap Core Funds<br />

Average*** 14.45% 6.69% 2.83%<br />

*The Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed.<br />

These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return<br />

reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The former Aggressive Growth AA <strong>Custom</strong> Blended Index consists of the Russell 3000 Index (80%) and MCSI EAFE Index (ND) (20%). The current Aggressive Growth AA <strong>Custom</strong> Blended Index<br />

consists of the Russell 3000 Index (80%) and MSCI EAFE Index (GD) (20%). The Aggressive Growth AA <strong>Custom</strong> Blended Index no longer utilizes the MSCI EAFE Index (ND) and instead now utilizes<br />

the MSCI EAFE Index (GD). The ND (net dividends) and GD (gross dividends) versions of the MSCI EAFE Index differ in that ND returns reflect the impact of the maximum withholding taxes on<br />

reinvested dividends while the GD version does not reflect the impact of withholding taxes on reinvested dividends. Based on a recommendation of the Fund's Manager, the Board determined that<br />

the GD version of the benchmark, which generally reflects higher returns, is a more appropriate benchmark for the Porfolio. These returns do not include the effect of any investment management<br />

expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the<br />

Portfolio.<br />

***The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio.<br />

39


SP Balanced Asset Allocation Portfolio<br />

Annual Returns (Class I Shares)<br />

30%<br />

20%<br />

22.87<br />

10%<br />

11.09<br />

7.60<br />

10.69<br />

0<br />

-10%<br />

-5.99<br />

-11.67<br />

-20%<br />

2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

11.68% (2nd quarter of 2003) -9.62% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 10.69% 7.50% 4.66%<br />

S&P 500 Index* 15.78% 6.18% 1.49%<br />

Former Primary Balanced AA <strong>Custom</strong> Blended Index** 12.29% 7.50% 4.61%<br />

Current Primary Balanced AA <strong>Custom</strong> Blended Index** 12.35% 7.55% 4.66%<br />

Secondary Balanced AA <strong>Custom</strong> Blended Index*** 11.11% 5.98% 3.61%<br />

Lipper Variable Insurance Products (VIP) Mixed-Asset Target Allocation<br />

Growth Funds Average**** 11.67% 6.37% 3.76%<br />

*The Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed.<br />

These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return<br />

reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The former Primary Balanced AA <strong>Custom</strong> Blended Index consists of the Russell 3000 Index (48%), the Lehman Brothers U.S. Aggregate Bond Index (40%) and the MSCI EAFE Index (ND) (12%).<br />

The current Primary Balanced AA <strong>Custom</strong> Blended Index consists of the Russell 3000 Index (48%), the Lehman Brothers U.S. Aggregate Bond Index (40%) and the MSCI EAFE Index (GD) (12%). The<br />

Primary Balanced AA <strong>Custom</strong> Blended Indexes no longer utilize the MSCI EAFE Index (ND) and instead now utilizes the MSCI EAFE Index (GD). The ND (net dividends) and GD (gross dividends)<br />

versions of the MSCI EAFE Index differ in that ND returns reflect the impact of the maximum withholding taxes on reinvested dividends while the GD version does not reflect the impact of<br />

withholding taxes on reinvested dividends. Based on a recommendation of the Fund's Manager, the Board determined that the GD version of the benchmark, which generally reflects higher returns,<br />

is a more appropriate benchmark for the Porfolio. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect<br />

of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

***The Secondary Balanced AA <strong>Custom</strong> Blended Index consists of the Standard & Poor's 500 Index (60%) and the Lehman Brothers Aggregate Bond Index (40%). These returns do not include the<br />

effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar monthend<br />

return to the inception date of the Portfolio.<br />

****The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio.<br />

40


SP Conservative Asset Allocation Portfolio<br />

Annual Returns (Class I Shares)<br />

20%<br />

15%<br />

16.49<br />

10%<br />

5%<br />

8.89<br />

5.91<br />

8.67<br />

0<br />

-5%<br />

-10%<br />

-0.23<br />

2001<br />

-5.88<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

8.59% (2nd quarter of 2003) -5.30% (3rd quarter of 2002)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 8.67% 6.56% 5.29%<br />

S&P 500 Index* 15.78% 6.18% 1.49%<br />

Former Primary Conservative AA <strong>Custom</strong> Blended Index** 9.60% 6.76% 5.20%<br />

Current Primary Conservative AA <strong>Custom</strong> Blended Index** 9.63% 6.79% 5.24%<br />

Secondary Conservative AA <strong>Custom</strong> Blended Index*** 8.82% 5.75% 4.53%<br />

Lipper Variable Insurance Products (VIP) Mixed-Asset Target Allocation<br />

Moderate Funds Average**** 10.88% 6.43% 4.38%<br />

*The Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed.<br />

These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return<br />

reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The former Primary Conservative AA <strong>Custom</strong> Blended Index consists of the Russell 3000 Index (32%), Lehman Brothers U.S. Aggregate Bond Index (60%) and MSCI EAFE Index (ND) (8%). The<br />

current Primary Conservative AA <strong>Custom</strong> Blended Index consists of the Russell 3000 Index (32%), Lehman Brothers U.S. Aggregate Bond Index (60%) and MSCI EAFE Index (GD) (8%). The Primary<br />

Conservative AA <strong>Custom</strong> Blended Index no longer utilizes the MSCI EAFE Index (ND) and instead now utilizes the MSCI EAFE Index (GD). The ND (net dividends) and GD (gross dividends) versions of<br />

the MSCI EAFE Index differ in that ND returns reflect the impact of the maximum withholding taxes on reinvested dividends while the GD version does not reflect the impact of withholding taxes on<br />

reinvested dividends. Based on a recommendation of the Fund's Manager, the Board determined that the GD version of the benchmark, which generally reflects higher returns, is a more appropriate<br />

benchmark for the Porfolio. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The<br />

"Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

***The Secondary Conservative AA <strong>Custom</strong> Blended Index consists of the Standard & Poor's 500 Index (40%) and the Lehman Brothers Aggregate Bond Index (60%). These returns do not include<br />

the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio.<br />

****The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio.<br />

41


SP Growth Asset Allocation Portfolio<br />

Annual Returns (Class I Shares)<br />

40%<br />

30%<br />

28.27<br />

20%<br />

10%<br />

13.05<br />

9.24<br />

12.88<br />

0<br />

-10%<br />

-20%<br />

-11.77<br />

-17.26<br />

-30%<br />

2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

14.52% (2nd quarter of 2003) -13.64% (3rd quarter of 2001)<br />

Average Annual Returns (as of 12/31/06)<br />

1 Year 5 Years<br />

Since Inception<br />

(9/22/00)<br />

Class I Shares 12.88% 8.15% 3.56%<br />

S&P 500 Index* 15.78% 6.18% 1.49%<br />

Former Primary Growth AA <strong>Custom</strong> Blended Index** 15.03% 8.15% 3.92%<br />

Current Primary Growth AA <strong>Custom</strong> Blended Index** 15.10% 8.22% 3.98%<br />

Secondary Growth AA <strong>Custom</strong> Blended Index*** 13.43% 6.12% 2.59%<br />

Lipper Variable Insurance Products (VIP) Multi Cap Core Funds<br />

Average**** 14.45% 6.69% 2.83%<br />

*The Standard & Poor's 500 Composite Stock Price Index (S&P 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices have performed.<br />

These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return<br />

reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The former Primary Growth AA <strong>Custom</strong> Blended Index consists of the Russell 3000 Index (64%), the Lehman Brothers U.S. Aggregate Bond Index (20%) and the MSCI EAFE Index (ND) (16%). The<br />

current Primary Growth AA <strong>Custom</strong> Blended Index consists of the Russell 3000 Index (64%), the Lehman Brothers U.S. Aggregate Bond Index (20%) and the MSCI EAFE Index (GD) (16%). The<br />

Primary Growth AA <strong>Custom</strong> Blended Index no longer utilizes the MSCI EAFE Index (ND) and instead now utilizes the MSCI EAFE Index (GD). The ND (net dividends) and GD (gross dividends) versions<br />

of the MSCI EAFE Index differ in that ND returns reflect the impact of the maximum withholding taxes on reinvested dividends while the GD version does not reflect the impact of withholding taxes<br />

on reinvested dividends. Based on a recommendation of the Fund's Manager, the Board determined that the GD version of the benchmark, which generally reflects higher returns, is a more<br />

appropriate benchmark for the Porfolio. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these<br />

expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

***The Secondary Growth AA <strong>Custom</strong> Blended Index consists of the Standard & Poor's 500 Index (80%) and the Lehman Brothers Aggregate Bond Index (20%). These returns do not include the<br />

effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar monthend<br />

return to the inception date of the Portfolio.<br />

****The Lipper Average is calculated by Lipper Analytical Services, Inc. and reflects the return of certain portfolios underlying variable life and annuity products. The returns are net of investment<br />

fees and fund expenses but not product charges. These returns would have been lower if they included the effect of product charges. The "Since Inception" return reflects the closest calendar<br />

month-end return to the inception date of the Portfolio.<br />

42


FEES AND EXPENSES OF THE PORTFOLIOS<br />

Class I shares. Investors incur certain fees and expenses in connection with an investment in the Fund’s Portfolios. The following table<br />

shows the fees and expenses that you may incur if you invest in Class I shares of the Portfolios through a variable Contract. The fees<br />

and expenses shown below are based on the fees and expenses incurred in the year ended December 31, 2006 (except as explained<br />

in the footnotes) and are expressed as a percentage of the average daily net assets of each Portfolio.<br />

The table does not include Contract charges. Because Contract charges are not included, the total fees and expenses that you will<br />

incur will be higher than the fees and expenses set forth in the following table. See the accompanying Contract prospectus for more<br />

information about Contract charges.<br />

Class I Shares: Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets)<br />

Shareholder<br />

Fees (fees<br />

paid directly<br />

from your<br />

investment)<br />

Management<br />

Fees<br />

Distribution<br />

(12b-1) Fees<br />

Other<br />

Expenses<br />

Acquired<br />

Portfolio<br />

Fees and<br />

Expenses 1<br />

Total Annual<br />

Portfolio<br />

Operating<br />

Expenses 2<br />

Diversified Bond Portfolio None 0.40 None 0.05 - 0.45<br />

Equity Portfolio None 0.45 None 0.02 - 0.47<br />

Global Portfolio None 0.75 None 0.09 - 0.84<br />

High Yield Bond Portfolio None 0.55 None 0.03 - 0.58<br />

Jennison Portfolio None 0.60 None 0.03 - 0.63<br />

Money Market Portfolio None 0.40 None 0.03 - 0.43<br />

Stock Index Portfolio None 0.35 4 None 0.02 - 0.37<br />

SP AIM Core Equity Portfolio None 0.85 None 0.44 - 1.29<br />

SP Davis Value Portfolio None 0.75 None 0.06 - 0.81<br />

SP International Growth Portfolio None 0.85 None 0.12 - 0.97<br />

SP International Value Portfolio None 0.90 None 0.09 - 0.99<br />

SP Large Cap Value Portfolio None 0.80 None 0.03 - 0.83<br />

SP Mid Cap Growth Portfolio None 0.80 None 0.11 - 0.91<br />

SP PIMCO High Yield Portfolio None 0.60 None 0.10 - 0.70<br />

SP PIMCO Total Return Portfolio None 0.60 None 0.06 - 0.66<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio None 0.60 None 0.07 - 0.67<br />

SP Small Cap Growth Portfolio None 0.95 None 0.19 - 1.14<br />

SP Small Cap Value Portfolio None 0.90 None 0.06 - 0.96<br />

SP Strategic Partners Focused Growth Portfolio None 0.90 None 0.26 - 1.16<br />

SP T. Rowe Price Large Cap Growth Portfolio None 0.90 None 0.29 - 1.19<br />

SP Aggressive Growth Asset Allocation Portfolio None 0.05 None 0.07 3 0.86% 0.98<br />

SP Balanced Asset Allocation Portfolio None 0.05 None 0.01 3 0.77 0.83<br />

SP Conservative Asset Allocation Portfolio None 0.05 None 0.02 3 0.72 0.79<br />

SP Growth Asset Allocation Portfolio None 0.05 None 0.01 3 0.81 0.87<br />

1<br />

Each Asset Allocation Portfolio invests in shares of other Portfolios of the Fund and the Advanced Series Trust (the Acquired Portfolios). In addition, each Portfolio may invest otherwise uninvested<br />

cash in the Dryden Core Investment Fund (Money Market and/or Short-Term Bond Series).<br />

Investors in an Asset Allocation Portfolio or other Portfolio indirectly bear the fees and expenses of the Acquired Portfolios and/or Dryden Core Investment Fund. The expenses shown in the column<br />

"Acquired Portfolio Fees and Expenses" represent a weighted average of the expense ratios of the Acquired Portfolios and/or Dryden Core Investment Fund, in which the Asset Allocation Portfolios or<br />

other Portfolios invested during the year ended December 31, 2006. The Asset Allocation Portfolios do not pay any transaction fees when they purchase and redeem shares of the Acquired Portfolios.<br />

Where "Acquired Portfolio Fees and Expenses" are less than 0.01%, such expenses are included in the column titled "Other Expenses." This may cause the Total Annual Portfolio Operating Expenses<br />

to differ from those set forth in the Financial Highlights tables of the respective Portfolios.<br />

2<br />

<strong>Prudential</strong> Investments LLC has voluntarily agreed to waive a portion of its management fee and/or limit total expenses (expressed as an annual percentage of average daily net assets) for certain<br />

Portfolios of the Fund. These arrangements, which are set forth as follows, may be discontinued or otherwise modified at any time. Diversified Bond Portfolio: 0.75%; Equity Portfolio: 0.75%; High<br />

Yield Bond Portfolio: 0.75%; Jennison Portfolio: 0.75%; Money Market Portfolio: 0.75%; Stock Index Portfolio: 0.75%; SP AIM Core Equity Portfolio: 1.00%; SP Large Cap Value Portfolio: 0.90%; SP<br />

International Value Portfolio: 1.00%; SP International Growth Portfolio: 1.24%; SP Mid Cap Growth Portfolio: 1.00%; SP PIMCO High Yield Portfolio: 0.82%; SP PIMCO Total Return Portfolio: 0.76%;<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio: 0.90%; SP Small Cap Growth Portfolio: 1.15%; SP Small Cap Value Portfolio: 1.05%; SP Strategic Partners Focused Growth Portfolio: 1.25%; SP T.<br />

Rowe Price Large Cap Growth Portfolio: 1.06%.<br />

43


3<br />

Effective March 1, 2007, each of the Asset Allocation Portfolios became responsible for the payment of its own "Other Expenses," including, without limitation, custodian fees, legal fees, trustee<br />

fees and audit fees, in accordance with the terms of the management agreement. Prior to that time, <strong>Prudential</strong> Investments LLC or an affiliate paid the "other expenses" of the Asset Allocation<br />

Portfolios. The table reflects an annualized estimate of the "Other Expenses" of the Asset Allocation Portfolios for the year ended December 31, 2006 had the current arrangement been in place<br />

during that year.<br />

4<br />

The Portfolio's contractual management fee rate is as follows: 0.35% for average net assets up to $4 billion, and 0.30% for average net assets in excess of $4 billion.<br />

44


EXAMPLE<br />

The following Example, which reflects the Portfolio operating expenses listed in the preceding tables, is intended to help you<br />

compare the cost of investing in the Fund with the cost of investing in other mutual funds. The following example does not include<br />

the effect of Contract charges. Because Contract Charges are not included, the total fees and expenses that you will incur will be<br />

higher than the example set forth in the following table. For more information about Contract charges see the accompanying Contract<br />

prospectus.<br />

The Example assumes that you invest $10,000 in a Portfolio for the time periods indicated. The Example also assumes that your<br />

investment has a 5% return each year, that the Portfolio’s total operating expenses remain the same (including the indirect expenses<br />

of any acquired portfolios in which the Portfolio invests), and that no expense waivers and reimbursements are in effect. Although<br />

your actual costs may be higher or lower, based on these assumptions your costs would be:<br />

Expense Example: Class I Shares<br />

1 Year 3 Years 5 Years 10 Years<br />

Diversified Bond Portfolio $46 $144 $252 $567<br />

Equity Portfolio $48 $151 $263 $591<br />

Global Portfolio $86 $268 $466 $1,037<br />

High Yield Bond Portfolio $59 $186 $324 $726<br />

Jennison Portfolio $64 $202 $351 $786<br />

Money Market Portfolio $44 $138 $241 $542<br />

Stock Index Portfolio $38 $119 $208 $468<br />

SP AIM Core Equity Portfolio $131 $409 $708 $1,556<br />

SP Davis Value Portfolio $83 $259 $450 $1,002<br />

SP International Growth Portfolio $99 $309 $536 $1,190<br />

SP International Value Portfolio $101 $315 $547 $1,213<br />

SP Large Cap Value Portfolio $85 $265 $460 $1,025<br />

SP Mid Cap Growth Portfolio $93 $290 $504 $1,120<br />

SP PIMCO High Yield Portfolio $72 $224 $390 $871<br />

SP PIMCO Total Return Portfolio $67 $211 $368 $822<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio $68 $214 $373 $835<br />

SP Small Cap Growth Portfolio $116 $362 $628 $1,386<br />

SP Small Cap Value Portfolio $98 $306 $531 $1,178<br />

SP Strategic Partners Focused Growth Portfolio $118 $368 $638 $1,409<br />

SP T. Rowe Price Large Cap Growth Portfolio $121 $378 $654 $1,443<br />

SP Aggressive Growth Asset Allocation Portfolio $100 $312 $542 $1,201<br />

SP Balanced Asset Allocation Portfolio $85 $265 $460 $1,025<br />

SP Conservative Asset Allocation Portfolio $81 $252 $439 $978<br />

SP Growth Asset Allocation Portfolio $89 $278 $482 $1,073<br />

45


MORE DETAILED INFORMATION ON HOW THE PORTFOLIOS INVEST<br />

INVESTMENT OBJECTIVES & POLICIES<br />

We describe each Portfolio’s investment objective and policies on the following pages. We describe certain investment instruments<br />

that appear in bold lettering below in the section entitled More Detailed Information About Other Investments and Strategies Used by<br />

the Portfolios.<br />

The assets of certain Portfolios are independently managed by more than one subadviser under a multi-manager structure. Pursuant<br />

to the multi-manager structure, the investment manager, <strong>Prudential</strong> Investments LLC (PI), determines and allocates a portion of each<br />

multi-manager Portfolio’s assets to each of the subadvisers to that Portfolio. The allocations will be reviewed by PI periodically and<br />

may be altered or adjusted by PI without prior notice. Such adjustments will be reflected in the annual update to the prospectus.<br />

Although each subadviser of a given multi-manager Portfolio may follow, under normal circumstances, a similar policy of investing<br />

(for example, at least 80% mid-capitalization companies), each subadviser expects to utilize different investment strategies to achieve<br />

the Portfolio’s objective. The current asset allocations and principal investment strategies for each subadviser are summarized below.<br />

Although we make every effort to achieve each Portfolio’s objective, we can’t guarantee success and it is possible that you could lose<br />

money. Unless otherwise stated, each Portfolio’s investment objective is a fundamental policy that cannot be changed without<br />

shareholder approval. The Board of Trustees can change investment policies that are not fundamental.<br />

An investment in a Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation<br />

(FDIC) or any other government agency.<br />

46


Diversified Bond Portfolio<br />

The investment objective of this Portfolio is a high level of income over a longer term while providing reasonable safety of capital.<br />

While we make every effort to achieve our objective, we can’t guarantee success, and it is possible that you could lose money.<br />

To achieve our objective, we normally invest at least 80% of the Portfolio’s investable assets in intermediate and long-term debt<br />

obligations that are rated investment grade and high quality money market instruments. The Portfolio will not change this policy<br />

unless it provides 60 days prior written notice to contract owners.<br />

In general, the value of debt obligations moves in the opposite direction as interest rates — if a bond is purchased and then interest<br />

rates go up, newer bonds will be worth more relative to existing bonds because they will have a higher rate of interest. We will adjust<br />

the mix of the Portfolio’s short-term, intermediate-term and long-term debt obligations in an attempt to benefit from price<br />

appreciation when interest rates go down and to incur smaller declines when interest rates go up.<br />

Investment grade debt securities are those that major rating services, like Standard & Poor’s Ratings Group (S&P) or Moody’s Investor<br />

Service, Inc. (Moody’s), have rated within one of their four highest rating categories. The Portfolio may continue to hold a debt<br />

obligation if it is downgraded below investment grade after it is purchased or if it is no longer rated by a major rating service. We may<br />

also invest up to 20% of the Portfolio’s investable assets in lower rated securities which are riskier and considered speculative. These<br />

securities are sometimes referred to as “junk bonds.” We may also invest in instruments that are not rated, but which we believe are<br />

of comparable quality to the instruments described above. Debt obligations are basically written promises to repay a debt. The terms<br />

of repayment vary among the different types of debt obligations, as do the commitments of other parties to honor the obligations of<br />

the issuer of the security. The types of debt obligations in which we can invest include U.S. Government securities, mortgage-related<br />

securities, asset-backed securities, and corporate bonds.<br />

The Portfolio may invest without limit in debt obligations issued or guaranteed by the U.S. Government and government-related<br />

entities. An example of a debt security that is backed by the full faith and credit of the U.S. Government is an obligation of the<br />

Government National Mortgage Association (Ginnie Mae). In addition, we may invest in U.S. Government securities issued by other<br />

government entities, like the Federal National Mortgage Association (Fannie Mae) and the Student Loan Marketing Association (Sallie<br />

Mae) which are not backed by the full faith and credit of the U.S. Government. Instead, these issuers have the right to borrow from<br />

the U.S. Treasury to meet their obligations. The Portfolio may also invest in the debt securities of other government-related entities,<br />

like the Farm Credit System, which depend entirely upon their own resources to repay their debt.<br />

We may invest up to 20% of the Portfolio’s total assets in debt securities issued outside the U.S. by U.S. or foreign issuers whether or<br />

not such securities are denominated in the U.S. dollar.<br />

The Portfolio may also invest in convertible debt warrants and convertible and non-convertible preferred stock of any rating. The<br />

Portfolio will not acquire any common stock except by converting a convertible security or exercising a warrant. No more than 10%<br />

of the Portfolio’s total assets will be held in common stocks, and those will usually be sold as soon as a favorable opportunity arises.<br />

The Portfolio may lend its portfolio securities to brokers, dealers and other financial institutions to earn income.<br />

We may also invest in loans or assignments arranged through private negotiations between a corporation which is the borrower and<br />

one or more financial institutions that are the lenders.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Collateralized debt obligations (CDOs) and other credit-related asset-backed securities. No more than 5% of the Portfolio’s assets<br />

may be invested in CDOs.<br />

B<br />

Alternative investment strategies—including derivatives—to try to improve the Portfolio’s returns, to protect its assets or for shortterm<br />

cash management.<br />

B<br />

Purchase and sell options on debt securities and financial indexes; purchase and sell interest rate swap futures contracts and<br />

options on those contracts.<br />

B<br />

Forward foreign currency exchange contracts; and purchase securities on a when-issued or delayed delivery basis.<br />

B<br />

Short sales. No more than 25% of the Portfolio’s net assets may be used as collateral or segregated for purposes of securing a short<br />

sale obligation. The Portfolio may also enter into short sales against-the-box.<br />

B<br />

Swap agreements including interest rate, credit default, currency exchange rate and total return swaps. The Portfolio may also<br />

invest in option swaps.<br />

B<br />

Credit-linked securities, which may be linked to one or more underlying credit default swaps.<br />

47


B<br />

Repurchase agreements. The Portfolio may participate with certain other Portfolios of the Fund in a joint repurchase account under<br />

an order obtained from the SEC. The Portfolio may also invest up to 30% of its net assets in reverse repurchase agreements and<br />

dollar rolls. The Portfolio will not use more than 30% of its net assets in connection with reverse repurchase transactions and dollar<br />

rolls.<br />

Under normal conditions, the Portfolio may invest a portion of its assets in high-quality money market instruments. In response to<br />

adverse market conditions or when restructuring the Portfolio, we may temporarily invest up to 100% of the Portfolio’s assets in<br />

money market instruments. Investing heavily in these securities limits our ability to achieve our investment objective, but can help to<br />

preserve the value of the Portfolio’s assets when markets are unstable.<br />

The Portfolio is managed by <strong>Prudential</strong> Investment Management, Inc.<br />

Equity Portfolio<br />

The investment objective of this Portfolio is long term growth of capital. While we make every effort to achieve our objective, we<br />

can’t guarantee success, and it is possible that you could lose money.<br />

We normally invest at least 80% of the Portfolio’s investable assets in common stock of major established companies as well as<br />

smaller companies. The Portfolio will not change this policy unless it provides 60 days prior written notice to contract owners.<br />

The Portfolio considers major established companies to be those companies with market capitalizations within the market<br />

capitalization range of the Russell 1000® Index (measured as of the time of purchase). As of December 31, 2006, the market<br />

capitalization range of the Russell 1000® Index was $1.1 billion to $463.6 billion.<br />

Up to 20% of the Portfolio’s investable assets may be invested in short-, intermediate- or long-term debt obligations, convertible and<br />

nonconvertible preferred stock and other equity-related securities. Up to 5% of these investable assets may be rated below<br />

investment grade. These securities are considered speculative and are sometimes referred to as “junk bonds.”<br />

In deciding which stocks to buy, the investment subadvisers use a blend of investment styles. Jennison invests in stocks that may be<br />

undervalued given the company’s earnings, assets, cash flow and dividends, and also invests in companies experiencing some or all<br />

of the following: a price/earnings ratio lower than earnings per share growth, strong market position, improving profitability and<br />

distinctive attributes such as unique marketing ability, strong research and development, new product flow, and financial strength.<br />

Although Jennison’s allocation between growth and value will vary over time, it is expected to be approximately 50/50 over a full<br />

market cycle. ClearBridge Advisors LLC will use a “core” approach with respect to 50% of the Portfolio’s assets, which seeks to<br />

combine certain aspects of the value approach with certain aspects of the growth approach. As a result, the Portfolio may invest in<br />

stocks that may be undervalued given the company’s earnings, assets, cash flow and dividends and also may invest in companies<br />

experiencing some or all of the following: a price/ earnings ratio lower than earnings per share growth, strong market position,<br />

improving profitability and distinctive attributes such as unique marketing ability, strong research and development, new product<br />

flow, and financial strength.<br />

Up to 30% of the Portfolio’s total assets may be invested in foreign securities, including money market instruments, equity securities<br />

and debt obligations. For these purposes, we do not consider American Depositary Receipts (ADRs) and similar receipts or shares<br />

traded in U.S. markets as foreign securities.<br />

We may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Alternative investment strategies—including derivatives—to try to improve the Portfolio’s returns, to protect its assets or for shortterm<br />

cash management.<br />

B<br />

Purchase and sell options on equity securities, stock indexes and foreign currencies.<br />

B<br />

Purchase and sell stock index and foreign currency futures contracts and options on these futures contracts.<br />

B<br />

Forward foreign currency exchange contracts.<br />

B<br />

Purchase securities on a when-issued or delayed delivery basis.<br />

B<br />

Short sales against-the-box.<br />

B<br />

Repurchase agreements. The Portfolio may participate with certain other Portfolios of the Fund in a joint repurchase account under<br />

an order obtained from the SEC.<br />

B<br />

Equity and/or debt securities of Real Estate Investment Trusts (REITs).<br />

Under normal circumstances, the Portfolio may invest a portion of its assets in money market instruments. In addition, we may<br />

temporarily invest up to 100% of the Portfolio’s assets in money market instruments in response to adverse market conditions or<br />

when restructuring the Portfolio. Investing heavily in these securities limits our ability to achieve our investment objective, but can<br />

help to preserve the Portfolio’s assets when the markets are unstable.<br />

48


The Portfolio is co-managed by Jennison and ClearBridge Advisors, LLC (ClearBridge). As of February 28, 2007, Jennison and<br />

ClearBridge were each responsible for managing approximately 50% of the Portfolio’s assets.<br />

Global Portfolio<br />

The investment objective of this Portfolio is long-term growth of capital. While we make every effort to achieve our objective, we<br />

can’t guarantee success, and it is possible that you could lose money.<br />

The Portfolio invests primarily in common stocks (and their equivalents) of foreign and U.S. companies. Each subadviser for the<br />

Portfolio generally will use either a “growth” approach or a “value” approach in selecting either foreign or U.S. common stocks.<br />

<strong>Prudential</strong> Investments LLC (PI) utilizes a top-down, macro-driven investment process for managing the Portfolio’s allocations among<br />

the subadvisers. The target asset allocation, area of geographic focus, and primary investment style for each subadviser are set forth<br />

below:<br />

Global Portfolio: Subadviser Allocations<br />

Subadviser<br />

Target Asset<br />

Allocation<br />

Primary<br />

Geographic<br />

Focus & Asset<br />

Class<br />

Investment Style<br />

William Blair 25% Foreign Equity Growth-oriented<br />

LSV 25% Foreign Equity Value-oriented<br />

Marsico 25% U.S. Equity Growth-oriented<br />

T. Rowe Price 25% U.S. Equity Value-oriented<br />

William Blair uses fundamental research to identify foreign companies with market capitalizations over $100 million that have<br />

above-average prospective growth, evidence of sustainability of future growth, above-average profitability and reinvestment of<br />

internal capital, and conservative capital structure. LSV employs a proprietary model and other quantitative methods in an attempt to<br />

pick undervalued stocks with high near-term appreciation potential. Cash flow-to-price ratios, book-to-market ratios and certain past<br />

performance measures are some of the important variables reviewed by LSV in its investment process. In selecting investments for the<br />

Portfolio, Marsico uses an approach that combines “top-down” macro-economic analysis with “bottom-up” stock selection. The “topdown”<br />

approach may take into consideration macro-economic factors such as, without limitation, interest rates, inflation,<br />

demographics, the regulatory environment, and the global competitive landscape. In addition, Marsico may also examine other<br />

factors that may include, without limitation, the most attractive global investment opportunities, industry consolidation, and the<br />

sustainability of financial trends observed. As a result of the “top-down” analysis, Marsico seeks to identify sectors, industries and<br />

companies that may benefit from the overall trends Marsico has observed. Marsico then looks for individual companies or securities<br />

with earnings growth potential that may not be recognized by the market at large. In determining whether a particular company or<br />

security may be a suitable investment, Marsico may focus on any of a number of different attributes that may include, without<br />

limitation, the company’s specific market expertise or dominance; its franchise durability and pricing power; solid fundamentals (e.g.,<br />

a strong balance sheet, improving returns on equity, the ability to generate free cash flow, apparent use of conservative accounting<br />

standards, and transparent financial disclosure); strong and ethical management; commitment to shareholder interests; reasonable<br />

valuations in the context of projected growth rates; and other indications that a company or security may be an attractive investment<br />

prospect. This process is called “bottom-up” stock selection. T. Rowe Price invests primarily in common stocks of large companies<br />

that appear to be undervalued, and in securities that are expected to produce dividend income. T. Rowe Price typically employs a<br />

“value” approach in selecting investments. T. Rowe Price’s in-house research team seeks to identify companies that appear to be<br />

undervalued by various measures and may be temporarily out of favor but have good prospects for capital appreciation and dividend<br />

growth. The actual allocation to each subadviser may vary from the target allocation listed above. In selecting investments, T. Rowe<br />

Price generally looks for one or more of the following: low price/earnings, price/book value, price/sales, or price/cash flow ratios<br />

relative to the S&P 500, the company’s peers, or its own historic norm; low stock price relative to a company’s underlying asset<br />

values; companies that may benefit from restructuring activity; and/or a sound balance sheet and other positive financial<br />

characteristics. The Portfolio may change the target allocations.<br />

This Portfolio is intended to provide investors with the opportunity to invest in companies located throughout the world. As set forth<br />

above, the Portfolio invests approximately 50% of its assets in the equity and equity-related securities of foreign companies and<br />

approximately 50% of its assets in the equity and equity-related securities of U.S. companies. Generally, the Portfolio invests in at<br />

least three countries, including the U.S., but may invest up to 35% of its assets in companies located in any one country. The 35%<br />

limitation does not apply to U.S investments. The Portfolio may invest in emerging markets securities. For these purposes, we do not<br />

49


consider American Depositary Receipts (ADRs) and similar receipts or shares traded in the U.S. markets as foreign securities.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Alternative investment strategies—including derivatives—to try to improve the Portfolio’s returns, to protect its assets or for shortterm<br />

cash management.<br />

B<br />

Purchase and sell options on equity securities, stock indexes and foreign currencies.<br />

B<br />

Purchase and sell futures contracts on stock indexes, debt securities, interest rate indexes and foreign currencies and options on<br />

these futures contracts.<br />

B<br />

Forward foreign currency exchange contracts.<br />

B<br />

Purchase securities on a when-issued or delayed delivery basis.<br />

B<br />

Equity swaps. The Portfolio may also lend its portfolio securities to brokers, dealers and other financial institutions to earn income.<br />

B<br />

Short sales against-the-box.<br />

B<br />

Repurchase agreements. The Portfolio may participate with certain other Portfolios of the Fund in a joint repurchase account under<br />

an order obtained from the SEC.<br />

B<br />

Equity and/or debt securities issued by Real Estate Investment Trusts (REITs).<br />

The Portfolio may invest up to 100% of its assets in money market instruments in response to adverse market conditions or when we<br />

are restructuring the Portfolio. Investing heavily in money market securities limits our ability to achieve our investment objective, but<br />

can help to preserve the Portfolio’s assets when the markets are unstable.<br />

The Portfolio is co-managed by William Blair & Company LLC, LSV Asset Management, Marsico Capital Management LLC, and T.<br />

Rowe Price Associates, Inc. William Blair, LSV, Marsico, and T. Rowe Price are each responsible for managing approximately 25% of<br />

the Portfolio’s assets.<br />

High Yield Bond Portfolio<br />

The investment objective of this Portfolio is a high total return. While we make every effort to achieve our objective, we can’t<br />

guarantee success and, it is possible that you could lose money.<br />

We invest primarily in high-yield/high risk debt securities, which are often referred to as high-yield bonds or “junk bonds.” High-yield<br />

bonds and junk bonds are riskier than higher rated bonds. Normally, we will invest at least 80% of the Portfolio’s investable assets in<br />

medium to lower rated debt securities. The Portfolio will not change this policy unless it provides 60 days prior written notice to<br />

contract owners.<br />

Lower rated and comparable unrated securities tend to offer better yields than higher rated securities with the same maturities<br />

because the issuer’s financial condition may not have been as strong as that of higher rated issuers. Changes in the perception of the<br />

creditworthiness of the issuers of lower rated securities tend to occur more frequently and in a more pronounced manner than for<br />

issuers of higher rated securities.<br />

The Portfolio may invest up to 20% of its total assets in U.S. dollar denominated debt securities issued outside the U.S. by foreign and<br />

U.S. issuers.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Common stock, debt securities, convertible debt and preferred stock.<br />

B<br />

Loans or assignments arranged through private negotiations between a corporation which is the borrower and one or more<br />

financial institutions that are the lenders.<br />

B<br />

Asset-backed securities.<br />

B<br />

Collateralized debt obligations (CDOs) and other credit-related asset-backed securities. No more than 5% of the Portfolio’s assets<br />

may be invested in CDOs.<br />

B<br />

Alternative investment strategies—including derivatives—to try to improve the Portfolio’s returns, to protect its assets or for shortterm<br />

cash management.<br />

B<br />

Purchase and sell options on debt securities.<br />

B<br />

Purchase and sell interest rate and interest rate swap futures contracts and options on these futures contracts.<br />

B<br />

Purchase securities on a when-issued or delayed delivery basis.<br />

B<br />

PIK bonds.<br />

B<br />

Short sales. No more than 25% of the Portfolio’s net assets may be used as collateral or segregated for purposes of securing a short<br />

sale obligation. The Portfolio may also enter into short sales against-the-box.<br />

B<br />

Swap agreements; including interest rate, credit default, currency exchange rate and total return swaps. The Portfolio may also<br />

invest in options on swaps.<br />

B<br />

Credit-linked securities, which may be linked to one or more underlying credit default swaps.<br />

B<br />

Repurchase agreements. The Portfolio may participate with certain other Portfolios of the Fund in a joint repurchase account under<br />

an order obtained from the SEC.<br />

50


B<br />

We may also invest in reverse repurchase agreements and dollar rolls. The Portfolio may invest up to 30% of its assets in these<br />

instruments.<br />

Under normal circumstances, the Portfolio may invest in money market instruments. In response to adverse market conditions or<br />

when we are restructuring the Portfolio, we may temporarily invest up to 100% of the Portfolio’s assets in money market instruments.<br />

Investing heavily in money market securities limits our ability to achieve our investment objective, but can help to preserve the<br />

Portfolio’s assets when the markets are unstable.<br />

The Portfolio is managed by <strong>Prudential</strong> Investment Management, Inc. (PIM).<br />

Jennison Portfolio<br />

The investment objective of this Portfolio is to achieve long-term growth of capital. While we make every effort to achieve our<br />

objective, we can’t guarantee success, and it is possible that you could lose money.<br />

We normally invest at least 65% of the Portfolio’s total assets in equity and equity-related securities of companies that exceed $1<br />

billion in market capitalization at the time of investment and that we believe have above-average growth prospects. We may also<br />

invest in common stocks, preferred stocks and other equity-related securities of companies that are undergoing changes in<br />

management, in product and/or in marketing dynamics which we believe have not yet been reflected in reported earnings or<br />

recognized by investors.<br />

We select stocks on a company-by-company basis using fundamental analysis and look for companies with some or all of the<br />

following: high sales growth, high unit growth, high or improving returns on assets and equity and a strong balance sheet. Often the<br />

companies we choose have a defendable competitive position, enduring business franchise, differentiated product or service and/or<br />

proven management team.<br />

In addition to common stocks and preferred stocks, we may invest in debt securities and mortgage-related securities . These securities<br />

may be rated as low as Baa by Moody’s or BBB by S&P (or if unrated, of comparable quality in our judgment).<br />

The Portfolio may also invest in obligations issued or guaranteed by the U.S. Government, its agencies and instrumentalities. Up to<br />

30% of the Portfolio’s assets may be invested in foreign equity and equity-related securities. For these purposes, we do not consider<br />

American Depositary Receipts (ADRs) and similar receipts or shares traded in U.S. markets as foreign securities.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Alternative investment strategies—including derivatives—to try to improve the Portfolio’s returns, to protect its assets or for shortterm<br />

cash management.<br />

B<br />

Purchase and sell options on equity securities, stock indexes and foreign currencies.<br />

B<br />

Purchase and sell stock index and foreign currency futures contracts and options on those futures contracts.<br />

B<br />

Forward foreign currency exchange contracts.<br />

B<br />

Purchase securities on a when-issued or delayed delivery basis.<br />

B<br />

Equity swap agreements.<br />

B<br />

Short sales against-the-box.<br />

B<br />

Repurchase agreements. The Portfolio may participate with certain other Portfolios of the Fund in a joint repurchase account under<br />

an order obtained from the SEC.<br />

B<br />

Equity and/or debt securities issued by Real Estate Investment Trusts (REITs).<br />

In response to adverse market conditions or when restructuring the Portfolio, we may invest up to 100% of the Portfolio’s assets in<br />

money market instruments. Investing heavily in money market securities limits our ability to achieve our investment objective, but<br />

can help to preserve the Portfolio’s assets when the markets are unstable.<br />

The Portfolio is managed by Jennison Associates LLC (Jennison).<br />

Money Market Portfolio<br />

The investment objective of this Portfolio is to seek the maximum current income that is consistent with stability of capital and<br />

maintenance of liquidity. While we make every effort to achieve our objective, we can’t guarantee success.<br />

We invest in a diversified portfolio of short-term debt obligations of the U.S. Government, its agencies and instrumentalities, as well<br />

as commercial paper, asset backed securities, funding agreements, certificates of deposit, floating and variable rate demand notes,<br />

notes and other obligations issued by banks, corporations and other companies (including trust structures), and obligations issued by<br />

51


foreign banks, companies or foreign governments.<br />

The net asset value for the Portfolio will ordinarily remain at $10 per share because dividends are declared and reinvested daily. The<br />

price of each share remains the same, but when dividends are declared, the value of your investment grows. We make investments<br />

that meet the requirements of specific rulesfor money market mutual funds, such as Investment Company Act of 1940 (Investment<br />

Company Act) Rule 2a-7. As such, we will not acquire any security with a remaining maturity exceeding thirteen months, and we<br />

will maintain a dollar-weighted average portfolio maturity of 90 days or less. In addition, we will comply with the diversification,<br />

quality and other requirements of Rule 2a-7. This means, generally, that the instruments that we purchase present “minimal credit<br />

risk” and are of “eligible quality.” “Eligible quality” for this purpose means a security is: (1) rated in one of the two highest short-term<br />

rating categories by at least two major rating services (or if only one major rating service has rated the security, as rated by that<br />

service); or (2) if unrated, of comparable quality in our judgment. All securities that we purchase will be denominated in U.S. dollars.<br />

Commercial paper is short-term debt obligations of banks, corporations and other borrowers. The obligations are usually issued by<br />

financially strong businesses and often include a line of credit to protect purchasers of the obligations.<br />

An asset-backed security is a loan or note that pays interest based upon the cash flow of a pool of assets, such as mortgages, loans<br />

and credit card receivables. Funding agreements are contracts issued by insurance companies that guarantee a return of principal,<br />

plus some amount of interest. When purchased by money market funds, funding agreements will typically be short-term and will<br />

provide an adjustable rate of interest.<br />

Certificates of deposit, time deposits and bankers’ acceptances are obligations issued by or through a bank. These instruments depend<br />

upon the strength of the bank involved in the borrowing to give investors comfort that the borrowing will be repaid when promised.<br />

We may purchase debt securities that include demand features, which allow us to demand repayment of a debt obligation before the<br />

obligation is due or matures. This means that longer term securities can be purchased because of our expectation that we can<br />

demand repayment of the obligation at a set price within a relatively short period of time, in compliance with the rulesapplicable to<br />

money market mutual funds.<br />

The Portfolio may also purchase floating rate and variable rate securities. These securities pay interest at rates that change periodically<br />

to reflect changes in market interest rates. Because these securities adjust the interest they pay, they may be beneficial when interest<br />

rates are rising because of the additional return the Portfolio will receive, and they may be detrimental when interest rates are falling<br />

because of the reduction in interest payments to the Portfolio.<br />

The securities that we may purchase may change over time as new types of money market instruments are developed. We will<br />

purchase these new instruments, however, only if their characteristics and features follow the rulesgoverning money market mutual<br />

funds.<br />

We may also use alternative investment strategies including derivatives to try to improve the Portfolio’s returns, to protect its assets or<br />

for short-term cash management. There is no guarantee that these strategies will work, that the instruments necessary to implement<br />

these strategies will be available, or that the Portfolio will not lose money.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Purchase securities on a when-issued or delayed delivery basis.<br />

B<br />

Repurchase agreements. The Portfolio may participate with certain other Portfolios of the Fund in a joint repurchase account under<br />

an order obtained from the SEC.<br />

B<br />

Reverse repurchase agreements (the Portfolio may invest up to 10% of its net assets in these instruments).<br />

The Portfolio is managed by <strong>Prudential</strong> Investment Management, Inc (PIM).<br />

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation<br />

(FDIC) or any other government agency. Although the Portfolio seeks to preserve the value of an investment at $10 per share, it is<br />

possible to lose money by investing in the Portfolio.<br />

Stock Index Portfolio<br />

The investment objective of this Portfolio is to achieve investment results that generally correspond to the performance of publiclytraded<br />

common stocks. While we make every effort to achieve our objective, we can’t guarantee success, and it is possible that you<br />

could lose money.<br />

52


To achieve our objective, we use the performance of the Standard & Poor’s 500 Composite Stock Price Index (S&P 500 Index). We<br />

aim to hold the same security composition as the S&P 500 Index, with the exception of <strong>Prudential</strong> Financial, Inc. stock. Under<br />

normal conditions, we attempt to invest in all 500 stocks represented in the S&P 500 Index in proportion to their weighting in the<br />

Standard & Poor’s 500 Composite Stock Price Index. The S&P 500 Index is a market-weighted index, which represents more than<br />

70% of the market value of all publicly-traded common stocks.<br />

We will normally invest at least 80% of the Portfolio’s investable assets in S&P 500 Index stocks, but we will attempt to remain as<br />

fully invested in the S&P 500 Index stocks as possible in light of cash flow into and out of the Portfolio. The Portfolio will not change<br />

this policy unless it provides 60 days prior written notice to contract owners.<br />

To manage investments and redemptions in the Portfolio, we may temporarily hold cash or invest in high-quality money market<br />

instruments. To the extent we do so, the Portfolio’s performance will differ from that of the S&P 500 Index. We attempt to minimize<br />

differences in the performance of the Portfolio and the S&P 500 Index by using stock index futures contracts, options on stock<br />

indexes and options on stock index futures contracts. The Portfolio will not use these derivative securities for speculative purposes or<br />

to hedge against a decline in the value of the Portfolio’s holdings.<br />

We may also use alternative investment strategies including derivatives to try to improve the Portfolio’s returns or for short-term cash<br />

management. There is no guarantee that these strategies will work, that the instruments necessary to implement these strategies will<br />

be available, or that the Portfolio will not lose money.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Purchase and sell options on stock indexes.<br />

B<br />

Purchase and sell stock futures contracts and options on those futures contracts.<br />

B<br />

Purchase and sell exchange-traded fund shares (ETFs).<br />

B<br />

Short sales and short sales against-the-box. No more than 5% of the Portfolio’s total assets may be used as collateral or segregated<br />

for purposes of securing a short sale obligation.<br />

B<br />

Repurchase agreements. The Portfolio may participate with certain other Portfolios of the Fund in a joint repurchase account under<br />

an order obtained from the SEC.<br />

B<br />

Equity and/or debt securities issued by Real Estate Investment Trusts (REITs).<br />

The Portfolio is managed by Quantitative Management Associates LLC (QMA).<br />

A stock’s inclusion in the S&P 500 Index in no way implies S&P’s opinion as to the stock’s attractiveness as an investment. The<br />

portfolio is not sponsored, endorsed, sold or promoted by S&P. S&P makes no representations regarding the advisability of<br />

investing in the portfolio. “Standard & Poor’s,” “Standard & Poor’s 500” and “500” are trademarks of McGraw Hill.<br />

SP AIM Core Equity Portfolio<br />

The investment objective of this Portfolio is growth of capital. This investment objective is non-fundamental, meaning that we can<br />

change the objective without seeking a vote of contract owners. While we make every effort to achieve our objective, we can’t<br />

guarantee success, and it is possible that you could lose money.<br />

The Portfolio normally invests at least 80% of its investable assets in equity securities, including convertible securities, of established<br />

companies that have long-term above-average growth in earnings and growth companies that the portfolio managers believe have the<br />

potential for above-average growth in earnings. The Portfolio will not change this policy unless it provides 60 days prior written<br />

notice to contract owners. In complying with this 80% requirement, the Portfolio’s investments may include synthetic instruments.<br />

Synthetic instruments are investments that have economic characteristics similar to the Portfolio’s direct investments, and may include<br />

warrants, futures, options, exchange-traded funds and American Depositary Receipts (ADRs).<br />

The Portfolio may invest in corporate debt securities. Corporations issue debt securities of various types, including bonds and<br />

debentures (which are long-term), notes (which may be short- or long-term), bankers acceptances (indirectly secured borrowings to<br />

facilitate commercial transactions) and commercial paper (short-term unsecured notes). The Portfolio may also invest in convertible<br />

securities whose values will be affected by market interest rates, the risk that the issuer may default on interest or principal payments,<br />

and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of<br />

convertible securities pay fixed interest and dividends, their values may fall if interest rates rise and rise if market interest rates fall.<br />

Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and price that is unfavorable to<br />

the Portfolio.<br />

The values of fixed rate income securities tend to vary inversely with changes in interest rates, with longer-term securities generally<br />

being more volatile than shorter-term securities. Corporate securities frequently are subject to call provisions that entitle the issuer to<br />

53


epurchase such securities at a predetermined price prior to their stated maturity. In the event that a security is called during a period<br />

of declining interest rates, the Portfolio may be required to reinvest the proceeds in securities having a lower yield. In addition, in the<br />

event that a security was purchased at a premium over the call price, the Portfolio will experience a capital loss if the security is<br />

called. Adjustable rate corporate debt securities may have interest rate caps and floors.<br />

The Portfolio may invest in securities issued or guaranteed by the United States Government or its agencies or instrumentalities. These<br />

include Treasury securities (bills, notes, bonds and other debt securities) which differ only in their interest rates, maturities and times<br />

of issuance. U.S. Government agency and instrumentality securities include securities which are supported by the full faith and credit<br />

of the U.S. Government, securities that are supported by the right of the agency to borrow from the U.S. Treasury, securities that are<br />

supported by the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality, and<br />

securities that are supported only by the credit of such agencies. While the U.S. Government may provide financial support to such<br />

U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so. The U.S. Government,<br />

its agencies and instrumentalities do not guarantee the market value of their securities. The value of such securities fluctuates<br />

inversely to interest rates.<br />

The Portfolio may hold up to 25% of its assets in foreign securities. Such investments may include European Depositary Receipts<br />

(EDRs) and other securities representing underlying securities of foreign issuers. These securities may not necessarily be denominated<br />

in the same currency as the securities into which they may be converted. For these purposes, we do not consider American<br />

Depositary Receipts (ADRs) and similar receipts or shares traded in U.S. markets as foreign securities.<br />

The Portfolio has authority to deal in foreign exchange between currencies of the different countries in which it will invest either for<br />

the settlement of transactions or as a hedge against possible variations in the foreign exchange rates between those currencies. This<br />

may be accomplished through direct purchases or sales of foreign currency, purchases of futures contracts with respect to foreign<br />

currency (and options thereon), and contractual agreements to purchase or sell a specified currency at a specified future date (up to<br />

one year) at a price set at the time of the contract. Such contractual commitments may be forward contracts entered into directly with<br />

another party or exchange-traded futures contracts.<br />

The Portfolio may also pursue certain types of investment strategies and/or invest in certain types of securities including but not<br />

limited to the following:<br />

B<br />

Equity and/or debt securities issued by Real Estate Investment Trusts (REITs). Such investments will not exceed 15% of the total<br />

assets of the Portfolio.<br />

B<br />

Purchase and sell options on futures contracts or forward contracts which are denominated in a particular foreign currency to<br />

hedge the risk of fluctuations in the value of another currency.<br />

B<br />

Reverse repurchase agreements. The Portfolio may employ reverse repurchase agreements (i) for temporary emergency purposes,<br />

such as to meet unanticipated net redemptions without liquidating other portfolio securities during unfavorable market conditions;<br />

(ii) to cover short-term cash requirements resulting from the timing of trade settlements; or (iii) to take advantage of market<br />

situations where the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest<br />

expense of the transaction.<br />

B<br />

Purchase securities of unseasoned issuers. Securities in such issuers may provide opportunities for long term capital growth.<br />

Greater risks are associated with investments in securities of unseasoned issuers than in the securities of more established<br />

companies because unseasoned issuers have only a brief operating history and may have more limited markets and financial<br />

resources. As a result, securities of unseasoned issuers tend to be more volatile than securities of more established companies.<br />

B<br />

Securities of other investment companies to the extent permitted by the Investment Company Act, and rulesand regulations<br />

thereunder, and if applicable, exemptive orders granted by the SEC.<br />

B<br />

Purchase and sell stock index futures contracts and related options on stock index futures; and purchase and sell futures contracts<br />

on foreign currencies and related options on foreign currency futures contracts.<br />

B<br />

Preferred stock, convertible debt and convertible preferred stock.<br />

B<br />

Forward foreign currency exchange contracts.<br />

B<br />

Restricted securities.<br />

B<br />

Repurchase agreements.<br />

B<br />

Dollar rolls.<br />

B<br />

Warrants.<br />

B<br />

When-issued and delayed delivery securities.<br />

B<br />

Options on stock and debt securities, options on stock indexes, and options on foreign currencies.<br />

B<br />

Equity-linked derivative products designed to replicate the composition and performance of particular indices. Examples of such<br />

products include S&P Depositary Receipts, World Equity Benchmark Series, NASDAQ 100 tracking shares, Dow Jones Industrial<br />

Average Instruments and Optimised Portfolios as Listed Securities. Investments in equity-linked derivatives involve the same risk<br />

associated with a direct investment in the types of securities included in the indices such products are designed to track. There can<br />

be no assurance that the trading price of the equity-linked derivatives will equal the underlying value of the basket of securities<br />

purchased to replicate a particular index or that such basket will replicate the index. Investments in equity-linked derivatives may<br />

constitute investment in other investment companies.<br />

B<br />

U.S. Government securities.<br />

54


B<br />

Short sales against-the-box (no more than 10% of the Portfolio’s total assets may be deposited or pledged as collateral for short<br />

sales at any one time).<br />

In anticipation of or in response to adverse market conditions, for cash management purposes, or for defensive purposes, the Portfolio<br />

may temporarily hold all or a portion of its assets in cash, money market instruments, shares of affiliated money market funds, bonds<br />

or other debt securities. The Portfolio may borrow for emergency or temporary purposes. As a result, the Portfolio may not achieve its<br />

investment objective.<br />

The Portfolio is managed by A I M Capital Management, Inc.<br />

SP Davis Value Portfolio<br />

The investment objective of this Portfolio is growth of capital. While we will make every effort to achieve our objective, we can’t<br />

guarantee success, and it is possible that you could lose money.<br />

The Portfolio invests primarily in common stocks of U.S. companies with market capitalizations within the market capitalization<br />

range of the Russell 1000 Value Index (measured as of the time of purchase). As of December 31, 2006 the market capitalization<br />

range of the Russell 1000 Value Index was $1.3 billion to $463.6 billion. The Portfolio may also invest in securities of foreign<br />

companies, companies with smaller capitalizations, and companies whose shares are subject to controversy.<br />

Over the years, Davis has developed a list of characteristics that it believes allows companies to expand earnings over the long term<br />

and manage risk. While few companies possess all of these characteristics at any given time, Davis Advisors searches for companies<br />

that demonstrate a majority or an appropriate mix of these characteristics.<br />

First Class Management<br />

B<br />

Proven track record<br />

B<br />

Significant personal ownership in business<br />

B<br />

Intelligent allocation of capital<br />

B<br />

Smart application of technology to improve business and lower costs<br />

Strong Financial Condition and Profitability<br />

B<br />

Strong balance sheet<br />

B<br />

Low cost structure/low debt<br />

B<br />

High after-tax returns on capital<br />

B<br />

High quality of earnings<br />

Strategic Positioning for the Long Term<br />

B<br />

Non-obsolete products/services<br />

B<br />

Dominant or growing market share in a growing market<br />

B<br />

Global presence and brand names<br />

Davis Advisors emphasizes individual stock selection and believes that the ability to evaluate management is critical. Davis Advisors<br />

routinely visits managers at their places of business in order to gain insight into the relative value of different businesses.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Equity and/or debt securities issued by Real Estate Investment Trusts (REITs).<br />

B<br />

Substantial Investments in securities that are principally engaged in the financial services sector.<br />

The Portfolio uses short-term investments to maintain flexibility while evaluating long-term opportunities. The Portfolio also may use<br />

short-term investments for temporary defensive purposes. In the event the portfolio managers anticipate a decline in the market<br />

values of common stock of large capitalization domestic companies, they may reduce the risk by investing in short-term securities<br />

until market conditions improve. Unlike common stocks, short-term investments will not appreciate in value when the market<br />

advances. In such a circumstance, the short-term investments will not contribute to the Portfolio’s investment objective.<br />

The Portfolio is managed by Davis Advisors.<br />

SP International Growth Portfolio<br />

The investment objective of this Portfolio is long-term growth of capital. While we make every effort to achieve our objective, we<br />

can’t guarantee success and it is possible that you could lose money.<br />

The Portfolio invests primarily in equity related securities of foreign companies. A company is considered to be a foreign company if<br />

it satisfies at least one of the following criteria: its securities are traded principally on stock exchanges in one or more foreign<br />

countries; it derives 50% or more of its total revenue from goods produced, sales made or services performed in one or more foreign<br />

55


countries; it maintains 50% or more of its assets in one or more foreign countries; it is organized under the laws of a foreign country;<br />

or its principal executive office is located in a foreign country.<br />

The Portfolio invests in securities of primarily non-U.S. growth companies whose shares appear attractively valued on a relative and<br />

absolute basis. The Portfolio looks for companies that have above-average actual and potential earnings growth over the long term<br />

and strong financial and operational characteristics. The Portfolio selects stocks on the basis of individual company research. Thus,<br />

country, currency and industry weightings are primarily the result of individual stock selections. Although the Portfolio may invest in<br />

companies of all sizes, the Portfolio typically focuses on large and medium sized companies. Under normal conditions, the Portfolio<br />

intends to invest at least 65% of its total assets in the equity-related securities of foreign companies in at least five foreign countries.<br />

The Portfolio may invest anywhere in the world, including North America, Western Europe, the United Kingdom, the Pacific Basin<br />

and emerging market countries, but generally not the U.S.<br />

The principal type of equity-related security in which the Portfolio invests is common stock. In addition to common stock, the<br />

Portfolio may invest in other equity-related securities that include, but are not limited to, preferred stock, rights that can be exercised<br />

to obtain stock, warrants and debt securities or preferred stock convertible or exchangeable for common or preferred stock and<br />

master limited partnerships. The Portfolio may also invest in American Depositary Receipts (ADRs) and other similar depositary<br />

receipts and shares, which we consider to be equity-related securities.<br />

In deciding which stocks to purchase for the Portfolio, William Blair looks for growth companies that have both strong fundamentals<br />

and appear to be attractively valued relative to their growth potential. William Blair uses a bottom-up approach in selecting securities<br />

for the Portfolio, which means that they select stocks based on individual company research, rather than allocating by country or<br />

sector. In researching which stocks to buy, William Blair looks at a company’s basic financial and operational characteristics as well<br />

as compare the company’s stock price to the price of stocks of other companies that are its competitors, absolute historic valuation<br />

levels for that company’s stock, its earnings growth and the price of existing portfolio holdings. Another important part of William<br />

Blair’s research process is to have regular contact with management of the companies that they purchase in order to confirm earnings<br />

expectations and to assess management’s ability to meet its stated goals. Although the Portfolio may invest in companies of all sizes,<br />

it typically focuses on large and medium sized companies.<br />

Generally, William Blair looks for companies that have one or more of the following characteristics: actual and potential growth in<br />

earnings and cash flow; actual and improving profitability; strong balance sheets; management strength; and strong market share for<br />

the company’s products.<br />

In addition, William Blair looks for companies whose securities appear to be attractively valued relative to: each company’s peer<br />

group; absolute historic valuations; and existing holdings of the Portfolio. Generally, they consider selling a security when there is an<br />

identifiable change in a company’s fundamentals or when expectations of future earnings growth become fully reflected in the price<br />

of that security.<br />

In selecting investments for the Portfolio, Marsico uses an approach that combines “top-down” macro-economic analysis with<br />

“bottom-up” stock selection.<br />

The “top-down” approach may take into consideration macro-economic factors such as, without limitation, interest rates, inflation,<br />

demographics, the regulatory environment, and the global competitive landscape. In addition, Marsico may also examine other<br />

factors that may include, without limitation, the most attractive global investment opportunities, industry consolidation, and the<br />

sustainability of financial trends observed. As a result of the “top-down” analysis, Marsico seeks to identify sectors, industries and<br />

companies that may benefit from the overall trends Marsico has observed.<br />

Marsico then looks for individual companies or securities with earnings growth potential that may not be recognized by the market at<br />

large. In determining whether a particular company or security may be a suitable investment, Marsico may focus on any of a number<br />

of different attributes that may include, without limitation, the company’s specific market expertise or dominance; its franchise<br />

durability and pricing power; solid fundamentals (e.g., a strong balance sheet, improving returns on equity, the ability to generate free<br />

cash flow, apparent use of conservative accounting standards, and transparent financial disclosure); strong and ethical management;<br />

commitment to shareholder interests; reasonable valuations in the context of projected growth rates; and other indications that a<br />

company or security may be an attractive investment prospect. This process is called “bottom-up” stock selection.<br />

The Portfolio may invest in bonds, money market instruments and other fixed income obligations. Generally, the Portfolio will<br />

purchase only “Investment-Grade” fixed income investments. This means the obligations have received one of the four highest quality<br />

ratings determined by Moody’s Investors Service, Inc. (Moody’s), or Standard & Poor’s Ratings Group (S&P), or one of the other<br />

nationally recognized statistical rating organizations (NRSROs). Obligations rated in the fourth category (Baa for Moody’s or BBB for<br />

S&P) have speculative characteristics and are subject to a greater risk of loss of principal and interest. On occasion, the Portfolio may<br />

56


uy instruments that are not rated, but that are of comparable quality to the investment-grade bonds described above.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Purchase and sell options on equity securities, stock indexes and foreign currencies.<br />

B<br />

Purchase and sell futures contracts on stock indexes, debt securities, interest rate indexes and foreign currencies and options on<br />

these futures contracts.<br />

B<br />

Alternative investment strategies—including derivatives—to try to improve the Portfolio’s returns, to protect its assets or for shortterm<br />

cash management.<br />

B<br />

Forward foreign currency exchange contracts.<br />

B<br />

Purchase securities on a when-issued or delayed delivery basis.<br />

B<br />

Borrow up to 33% of the value of the Portfolio’s total assets.<br />

B<br />

Short sales against-the-box.<br />

B<br />

Repurchase agreements. The Portfolio may participate with certain other Portfolios of the Fund in a joint repurchase account under<br />

an order obtained from the SEC.<br />

In response to adverse market, economic or political conditions, the Portfolio may temporarily invest up to 100% of its assets in<br />

money market instruments or in the stock and other equity-related securities of U.S. companies. Investing heavily in money market<br />

instruments limits the ability to achieve capital appreciation, but may help to preserve the portfolio’s assets when global or<br />

international markets are unstable. When the portfolio is temporarily invested in equity-related securities of U.S. companies, the<br />

portfolio may achieve capital appreciation, although not through investment in foreign companies.<br />

This Portfolio is co-managed by William Blair and Marsico. As of February 28, 2007, William Blair was responsible for managing<br />

approximately 70% of the Portfolio, and Marsico was responsible for managing approximately 30% of the Portfolio.<br />

SP International Value Portfolio<br />

The investment objective of this Portfolio is long-term capital appreciation. While we make every effort to achieve our objective, we<br />

can’t guarantee success, and it is possible that you could lose money.<br />

The Portfolio invests, under normal circumstances, at least 80% of the value of its assets in equity securities. The Portfolio will not<br />

change this policy unless it provides 60 days prior written notice to contract owners.<br />

To achieve the Portfolio’s investment objective, the Portfolio will invest at least 65% of its net assets in the equity securities of foreign<br />

companies in at least three different countries, without limit as to the amount of Portfolio assets that may be invested in a single<br />

country. A company is considered to be a foreign company if it satisfies at least one of the following criteria:<br />

B<br />

its securities are traded principally on stock exchanges in one or more foreign countries;<br />

B<br />

it derives 50% or more of its total revenue from goods produced, sales made or services performed in one or more foreign<br />

countries;<br />

B<br />

it maintains 50% or more of its assets in one or more foreign countries;<br />

B<br />

it is organized under the laws of a foreign country.<br />

The Portfolio may invest anywhere in the world, including North America, Western Europe, the United Kingdom and the Pacific<br />

Basin. The companies in which the Portfolio may invest may be of any size.<br />

LSV uses proprietary investment models to manage the Portfolio in a bottom-up security selection approach combined with overall<br />

portfolio risk management. The primary components of the investment models are: 1) indicators of fundamental undervaluation, such<br />

as high dividend yield, low price-to-cash flow ratio or low price-to-earnings ratio, 2) indicators of past negative market sentiment,<br />

such as poor past stock price performance, 3) indicators of recent momentum, such as high recent stock price performance, and 4)<br />

control of incremental risk relative to the benchmark index. All such indicators are measured relative to the overall universe of non-<br />

U.S., developed market equities. This investment strategy can be described as a “contrarian value” approach. The objective of the<br />

strategy is to outperform the unhedged U.S. Dollar total return (net of foreign dividend withholding taxes) of the MSCI EAFE Index.<br />

The Portfolio may invest in equity securities from any of the countries comprising the MSCI EAFE Index. The Portfolio will typically<br />

hold at least 100 stocks and will generally align its country weightings with those of the MSCI EAFE Index. LSV intends to keep the<br />

Portfolio’s assets as fully invested in non-U.S. equities as practicable at all times, except as needed to accommodate the Portfolio’s<br />

liquidity needs.<br />

Thornburg uses individual company and industry analysis to make investment decisions. The principal focus is on traditional or<br />

“basic” value stocks. The portfolio may include stocks that in Thornburg’s opinion provide value in a broader or different context. The<br />

relative proportions of these different types of securities will vary over time. Stocks are grouped into three categories: Basic Value,<br />

Consistent Earners, and Emerging Franchises.<br />

57


B<br />

Basic Value stocks are financially sound companies with well-established businesses that are selling at low valuations relative to<br />

the company’s net assets or potential earning power.<br />

B<br />

Consistent Earners are companies with steady earnings and dividend growth that are selling at attractive valuations and are priced<br />

below historical norms.<br />

B<br />

Emerging Franchises are value-priced companies in the process of establishing a leading position in a product, service, or market<br />

that is expected to grow at an above average rate.<br />

Generally, the majority of the portfolio will be invested in Basic Value and Consistent Earners. Debt securities are considered for<br />

investment when Thornburg believes them to be more attractive than equity alternatives.<br />

Among specific factors considered in identifying undervalued securities for inclusion in the portfolio are: price/earnings ratio, price to<br />

book value, price/cash flow ratio, debt/capital ratio, dividend yield, dividend history, security and consistency of revenue stream,<br />

undervalued assets, relative earnings growth potential, industry growth potential, industry leadership, dividend growth potential,<br />

franchise value and potential for favorable developments.<br />

Like all equity securities, the market values of securities held by the Portfolio can fluctuate significantly, reflecting the business<br />

performance of the issuing company, investor perception or general economic or financial market movements. As a fund that invests<br />

primarily in the securities of foreign issuers, the risk and degree of share price fluctuation of the Portfolio may be greater than a fund<br />

investing primarily in domestic securities.<br />

Investments in foreign securities involve different risks that U.S. investments, including fluctuations in currency exchange rates,<br />

unstable political and economic structures, reduced availability of public information, and lack of uniform financial reporting and<br />

regulatory practices such as those that apply to U.S. issuers. Foreign investments of the Portfolio may include securities issued by<br />

companies locating in developing countries. Developing countries are subject to more economic, political and business risk than<br />

major industrialized nations, and the securities they issue are expected to be more volatile and more uncertain as to payment of<br />

interest and principal.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Convertible securities.<br />

B<br />

Warrants.<br />

B<br />

Foreign securities.<br />

B<br />

Options (on stock, debt, stock indices, foreign currencies, and futures).<br />

B<br />

Futures contracts.<br />

B<br />

Forward foreign currency exchange contracts.<br />

B<br />

Interest rate swaps.<br />

B<br />

Loan participations.<br />

B<br />

Reverse repurchase agreements.<br />

B<br />

Dollar rolls.<br />

B<br />

When-issued and delayed delivery securities<br />

B<br />

Short sales.<br />

B<br />

Illiquid securities.<br />

The Portfolio may from time to time adopt a temporary defensive position in response to extraordinary adverse political, economic or<br />

stock market events. The Portfolio may invest up to 100% of its assets in U.S. or foreign government money market investments, or<br />

other short-term bonds that offer comparable safety, if the situation warrants. To the extent the Portfolio might adopt such a position<br />

over the course of its duration, the Portfolio may not meet its goal of long-term capital appreciation.<br />

The Portfolio is co-managed by LSV and Thornburg. As of February 28, 2007, LSV was responsible for managing approximately 40%<br />

of the Portfolio, and Thornburg was responsible for managing approximately 60% of the Portfolio.<br />

Under normal conditions, the Manager will determine the division of assets and cash flows for the SP International Value Portfolio<br />

among the applicable subadvisers. All daily cash inflows (that is, purchases and reinvested distributions) and outflows (that is,<br />

redemptions and expense items) will be divided among the applicable subadvisers as the Manager deems appropriate. The Manager<br />

may change the target allocation of assets among the applicable subadvisers, transfer assets between the applicable subadvisers, or<br />

change the allocation of cash inflows or cash outflows among the applicable subadvisers for any reason and at any time without prior<br />

notice. As a consequence, the Manager may allocate assets or cash flows from a portfolio segment that has appreciated more to<br />

another portfolio segment.<br />

SP Large Cap Value Portfolio<br />

The investment objective of this Portfolio is long-term growth of capital . While we make every effort to achieve our objective, we<br />

can’t guarantee success, and it is possible that you could lose money.<br />

58


The Portfolio normally invests at least 80% of its investable assets in common stocks and securities convertible into common stocks.<br />

The Portfolio generally defines large capitalization companies as those companies with market capitalizations within the market<br />

capitalization range of the Russell 1000 Value Index (measured at the time of purchase). As of December 31, 2006, the market<br />

capitalization range of the Russell 1000 Value Index was $1.3 billion to $463.6 billion. The Portfolio will not change this policy<br />

unless it provides 60 days written notice to contract owners.<br />

The Portfolio seeks to achieve its objective through investments primarily in equity securities of large capitalization companies that<br />

are believed to be undervalued and have an above-average potential to increase in price, given the company’s sales, earnings, book<br />

value, cash flow and recent performance.<br />

The Portfolio may invest in debt obligations for their appreciation potential, including debt obligations issued by the U.S. Treasury,<br />

debt obligations issued or guaranteed by the U.S. Government, and debt obligations issued by U.S. and foreign companies that are<br />

rated at least A by Standard & Poor’s or by Moody’s or the equivalent by another major rating service.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Preferred stock and bonds that have attached warrants.<br />

B<br />

Convertible debt and convertible preferred stock.<br />

B<br />

Asset-backed securities.<br />

B<br />

Alternative investment strategies— including derivatives— to try to improve the Portfolio’s returns, to protect its assets or for shortterm<br />

cash management.<br />

B<br />

Purchase and sell options on equity or debt securities, stock indexes and foreign currencies.<br />

B<br />

Purchase and sell stock index and foreign currency futures contracts and options on these futures contracts.<br />

B<br />

Swaps.<br />

B<br />

Repurchase agreements.<br />

In response to adverse market, economic or political conditions, the Portfolio may temporarily invest up to 100% of its assets in<br />

money market instruments or U.S. Government securities. Investing heavily in these securities limits our ability to achieve the<br />

Portfolio’s investment objective, but can help preserve the Portfolio’s assets when the markets are unstable.<br />

The Portfolio is co-managed by J.P. Morgan Investment Management Inc. (J.P. Morgan), Hotchkis and Wiley Capital Management LLC<br />

(Hotchkis and Wiley), and Dreman Value Management LLC (Dreman). As of February 28, 2007, J.P. Morgan, Hotchkis and Wiley, and<br />

Dreman were each responsible for managing approximately 50%, 20% and 30%, respectively, of the Portfolio’s assets.<br />

SP Mid Cap Growth Portfolio<br />

The investment objective of this Portfolio is long-term growth of capital. While we make every effort to achieve our objective, we<br />

can’t guarantee success, and it is possible you could lose money.<br />

The Portfolio invests, under normal market conditions, at least 80% of its investable assets in common stocks and related securities,<br />

such as preferred stocks, convertible securities and depositary receipts of companies with medium market capitalizations that are<br />

believed to have above-average growth potential. The Portfolio will not change this policy unless it provides 60 days prior written<br />

notice to contract owners.<br />

Medium market capitalization companies are defined by the Portfolio as companies with market capitalizations within the market<br />

capitalization range of the Russell Midcap Growth Index (measured as of the time of purchase). As of January 31, 2007, the market<br />

capitalization range of the Russell Midcap Growth Index was approximately $1.1 billion to $19.9 billion. Companies whose market<br />

capitalizations fall below or exceed the top of the Russell Midcap Growth Index range after purchase continue to be considered<br />

medium-capitalization companies for purposes of the fund’s 80% investment policy.<br />

The Portfolio’s investments may include securities listed on a securities exchange or traded in the over-the-counter markets. The<br />

investment adviser uses a bottom-up and top-down analysis in managing the Portfolio. This means that securities are selected based<br />

upon fundamental analysis (such as an analysis of earnings, cash flows, competitive position and management’s abilities) as well as<br />

top-down approach of diversification by industry and company, with a focus on macro-level investment themes.<br />

The Portfolio may invest in foreign securities (including emerging markets securities) through which it may have exposure to foreign<br />

currencies. The Portfolio is expected to engage in active and frequent trading to achieve its principal investment strategies. Generally,<br />

the Portfolio will invest no more than (i) 20% of its net assets in foreign securities and (ii) 10% in lower rated bonds, and the Portfolio<br />

will not lend more than 30% of the value of its securities. The Portfolio may also utilize various strategies and invest in a variety of<br />

debt securities, equity securities, and other instruments, including the following types of securities and strategies:<br />

B<br />

Corporate debt.<br />

59


B<br />

Lower-rated bonds.<br />

B<br />

U.S. Government securities.<br />

B<br />

Variable and floating rate obligations.<br />

B<br />

Zero coupon bonds.<br />

B<br />

Deferred interest bonds.<br />

B<br />

PIK bonds.<br />

B<br />

Depositary receipts.<br />

B<br />

Emerging markets equity securities.<br />

B<br />

Forward contracts.<br />

B<br />

Futures contracts.<br />

B<br />

Securities issued by investment companies.<br />

B<br />

Options (on currencies, futures, securities, and stock indices).<br />

B<br />

Repurchase agreements.<br />

B<br />

Restricted securities.<br />

B<br />

Short sales and short sales against-the-box.<br />

B<br />

Short-term debt.<br />

B<br />

Warrants.<br />

B<br />

When-issued and delayed delivery securities.<br />

The Portfolio may borrow for temporary purposes. In response to adverse market conditions or when restructuring the Portfolio, the<br />

investment adviser may invest up to 100% of the Portfolio’s assets in money market instruments. Investing heavily in these securities<br />

limits the ability to achieve the investment objective, but can help to preserve the Portfolio’s assets when markets are unstable.<br />

The Portfolio is managed by Calamos Advisors LLC.<br />

SP PIMCO High Yield Portfolio<br />

The investment objective of this Portfolio is high total return. While we make every effort to achieve our objective, we can’t<br />

guarantee success and, it is possible that you could lose money.<br />

Under normal circumstances, the Portfolio invests at least 80% of its net assets in high-yield/high-risk bonds, which are often referred<br />

to as “junk bonds.” The Portfolio will not change this policy unless it provides 60 days prior written notice to contract owners. The<br />

Portfolio may invest up to 15% of its total assets in derivative instruments, such as options , futures contracts or swaps . The Portfolio<br />

may also invest in mortgage-related securities or asset-backed securities.<br />

The Portfolio may seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase<br />

and sale contracts or by using other investment techniques (such as buy backs or dollar rolls ). The “total return” sought by the<br />

Portfolio consists of income earned on the Portfolio’s investments, plus capital appreciation, if any, which generally arises from<br />

decreases in interest rates or improving credit fundamentals for a particular sector or security.<br />

In selecting securities for the Portfolio, PIMCO develops an outlook for interest rates, currency exchange rates and the economy;<br />

analyzes credit and call risks, and uses other security selection techniques. The proportion of a Portfolio’s assets committed to<br />

investment in securities with particular characteristics (such as quality, sector, interest rate or maturity) varies based on PIMCO’s<br />

outlook for the U.S. economy and the economies of other countries in the world, the financial markets and other factors.<br />

PIMCO attempts to identify areas of the bond market that are undervalued relative to the rest of the market. PIMCO identifies these<br />

areas by grouping bonds into the following sectors: money markets, governments, corporates, mortgages, asset-backed and<br />

international. Sophisticated proprietary software then assists in evaluating sectors and pricing specific securities. Once investment<br />

opportunities are identified, PIMCO will shift assets among sectors depending upon changes in relative valuations and credit spreads.<br />

There is no guarantee that PIMCO’s security selection techniques will produce the desired results.<br />

The Portfolio may invest in Brady Bonds, which are described below in the section on the SP PIMCO Total Return Portfolio. The<br />

Portfolio may also invest in the following types of debt obligations: commercial paper, bank certificates of deposit, fixed time deposits<br />

and bankers’ acceptances, obligations of non-U.S. governments or their sub-divisions, agencies and government-sponsored<br />

enterprises, international agencies or supranational entities, debt securities issued by states or local governments and their agencies,<br />

authorities and other government-sponsored enterprises, mortgage-backed and other asset-backed securities, structured notes,<br />

including hybrid or “indexed” securities, loan participations and assignments, delayed funding loans and revolving credit facilities.<br />

The Portfolio may invest up to 15% of its assets in securities denominated in foreign currencies, and may invest beyond this limit in<br />

U.S. dollar-denominated securities of foreign issuers. Foreign currency exposure (from non-U.S. dollar-denominated securities or<br />

currencies) normally will be limited to 20% of the Portfolio’s total assets.<br />

60


Securities rated lower than Baa by Moody’s Investors Service,Inc. (Moody’s) or lower than BBB by Standard & Poor’s Ratings Services<br />

(S&P) are sometimes referred to as “high-yield” or “junk” bonds. Investing in high-yield debt securities involves special risks in<br />

addition to the risks associated with investments in higher-rated fixed income securities. While offering a greater potential<br />

opportunity for capital appreciation and higher yields, high-yield debt securities typically entail greater potential price volatility and<br />

may be less liquid than higher-rated securities. High-yield debt securities may be regarded as predominantly speculative with respect<br />

to the issuer’s continuing ability to meet principal and interest payments. They may also be more susceptible to real or perceived<br />

adverse economic and competitive industry conditions than higher-rated securities.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Swap agreements, including interest rate, credit default, currency exchange rate and total return swaps.<br />

B<br />

Preferred stock.<br />

B<br />

Debt from emerging markets.<br />

B<br />

Event-linked bonds.<br />

B<br />

Inflation-indexed bonds issued by both governments and corporations.<br />

B<br />

Convertible debt and convertible preferred stock securities.<br />

B<br />

Short sales.<br />

B<br />

Securities issued on a when-issued or delayed delivery basis (the Portfolio may make contracts to purchase such securities for a<br />

fixed price at a future date beyond normal settlement time (forward commitment).<br />

B<br />

Repurchase Agreements and Reverse repurchase agreements.<br />

B<br />

Dollar rolls.<br />

B<br />

Illiquid securities (up to 15% of the Portfolio’s net assets may be invested in these instruments).<br />

B<br />

Securities issued by other investment companies (up to 10% of the Portfolio’s assets may be invested in such securities). As a<br />

shareholder of an investment company, a Portfolio may indirectly bear service and other fees which are in addition to the fees the<br />

Portfolio pays its service providers.<br />

B<br />

Long and short credit default swaps.<br />

The Portfolio may also enter into, or acquire participations in, delayed funding loans and revolving credit facilities, which are<br />

described in the sectionon SP PIMCO Total Return Portfolio.<br />

For the purpose of achieving income, each Portfolio may lend its portfolio securities to brokers, dealers, and other financial<br />

institutions provided a number of conditions are satisfied, including that the loan is fully collateralized.<br />

For temporary or defensive purposes, the Portfolio may invest without limit in U.S. debt securities, including taxable securities and<br />

short-term money market securities, when PIMCO deems it appropriate to do so. When the Portfolio engages in such strategies, it<br />

may not achieve its investment objective.<br />

The Portfolio is managed by Pacific Investment Management Company LLC (PIMCO).<br />

SP PIMCO Total Return Portfolio<br />

The Investment objective of this Portfolio is a high total return. This investment objective is non-fundamental, meaning that we can<br />

change the investment objective without seeking a vote of contract owners. While we make every effort to achieve our objective, we<br />

can’t guarantee success, and it is possible that you could lose money.<br />

The Portfolio invests primarily in investment grade debt securities. It may also invest up to 10% of its assets in high-yield/high risk<br />

securities (also known as “junk bonds”) rated B or higher by Moody’s or S&P or, if unrated, determined by PIMCO to be of<br />

comparable quality.<br />

The Portfolio may invest up to 30% of its assets in securities denominated in foreign currencies, and may invest beyond this limit in<br />

U.S. dollar-denominated securities of foreign issuers. Foreign currency exposure (from non-U.S. dollar-denominated securities or<br />

currencies) normally will be limited to 20% of the Fund’s total assets.<br />

The Portfolio may invest all of its assets in derivative instruments, such as options, futures contracts or swap agreements, or in<br />

mortgage- or asset-backed securities. The Portfolio may seek to obtain market exposure to the securities in which it primarily invests<br />

by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls ).<br />

The “total return” sought by the Portfolio consists of income earned on the Portfolio’s investments, plus capital appreciation, if any,<br />

which generally arises from decreases in interest rates or improving credit fundamentals for a particular sector or security.<br />

In selecting securities for a Portfolio, PIMCO develops an outlook for interest rates, currency exchange rates and the economy,<br />

analyzes credit and call risks, and uses other security selection techniques. The proportion of a Portfolio’s assets committed to<br />

61


investment in securities with particular characteristics (such as quality, sector, interest rate or maturity) varies based on PIMCO’s<br />

outlook for the U.S. economy and the economies of other countries in the world, the financial markets and other factors.<br />

PIMCO attempts to identify areas of the bond market that are undervalued relative to the rest of the market. PIMCO identifies these<br />

areas by grouping bonds into the following sectors: money markets, governments, corporates, mortgages, asset-backed and<br />

international. Sophisticated proprietary software then assists in evaluating sectors and pricing specific securities. Once investment<br />

opportunities are identified, PIMCO will shift assets among sectors depending upon changes in relative valuations and credit spreads.<br />

There is no guarantee that PIMCO’s security selection techniques will produce the desired results.<br />

The Portfolio may invest in Brady Bonds, which are securities created through the exchange of existing commercial bank loans to<br />

sovereign entities for new obligations in connection with a debt restructuring. Investments in Brady Bonds may be viewed as<br />

speculative. Brady Bonds acquired by the Portfolio may be subject to restructuring arrangements or to requests for new credit, which<br />

may cause the Portfolio to suffer a loss of interest or principal on any of its holdings.<br />

The Portfolio may invest in the following types of debt securities: commercial paper, bank certificates of deposit, fixed time deposits<br />

and bankers’ acceptances, obligations of non-U.S. governments or their sub-divisions, agencies and government-sponsored<br />

enterprises, international agencies or supranational entities, debt securities issued by states or local governments and their agencies,<br />

authorities and other government-sponsored enterprises, mortgage-backed and other asset-backed securities, structured notes,<br />

including hybrid or “indexed” securities, loan participations and assignments, delayed funding loans and revolving credit facilities.<br />

The Portfolio may invest in inflation-indexed bonds issued by both governments and corporations, which are fixed-income securities<br />

whose principal value is periodically adjusted according to the rate of inflation. If the index measuring inflation falls, the principal<br />

value of inflation-indexed bonds will be adjusted downward, and consequently the interest payable on these securities (calculated<br />

with respect to a smaller principal amount) will be reduced. Repayment of the original bond principal upon maturity (as adjusted for<br />

inflation) is guaranteed in the case of U.S. Treasury inflation-indexed bonds. For bonds that do not provide a similar guarantee, the<br />

adjusted principal value of the bond repaid at maturity may be less than the original principal. The value of inflation-indexed bonds is<br />

expected to change in response to changes in real interest rates. Real interest rates are tied to the relationship between nominal<br />

interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise,<br />

leading to a decrease in value of inflation-indexed bonds. Short-term increases in inflation may lead to a decline in value. Any<br />

increase in the principal amount of an inflation-indexed bond will be considered taxable ordinary income, even though investors do<br />

not receive their principal until maturity.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Swap agreements, including interest rate, credit default, currency exchange rate, total return and swap spreadlockswaps.<br />

B<br />

Preferred stock.<br />

B<br />

Debt from emerging markets.<br />

B<br />

Forward foreign currency exchange contracts.<br />

B<br />

Event-linked bonds.<br />

B<br />

Convertible debt and convertible preferred stock.<br />

B<br />

Short sales.<br />

B<br />

Securities issued on a when-issued or delayed delivery basis, and contracts to purchase such securities for a fixed price at a future<br />

date beyond normal settlement time (forward commitments).<br />

B<br />

Repurchase Agreements and Reverse Repurchase Agreements.<br />

B<br />

Dollar rolls.<br />

B<br />

Illiquid securities (up to15% of the Portfolio’s assets may be invested in these instruments).<br />

B<br />

Securities of other investment companies (up to 10% of the Portfolio’s assets may be invested in these instruments). As a<br />

shareholder of an investment company, the Portfolio may indirectly bear service and other fees which are in addition to the fees the<br />

Portfolio pays its service providers.<br />

B<br />

Long and short credit default swaps.<br />

The Portfolio may also enter into, or acquire participations in, delayed funding loans and revolving credit facilities, in which a lender<br />

agrees to make loans up to a maximum amount upon demand by the borrower during a specified term. These commitments may<br />

have the effect of requiring a Portfolio to increase its investment in a company at a time when it might not otherwise decide to do so<br />

(including at a time when the company’s financial condition makes it unlikely that such investments will be repaid). To the extent that<br />

a Portfolio is committed to advance additional investments, it will segregate assets determined to be liquid by PIMCO in accordance<br />

with procedures established by the Board of Trustees in an amount sufficient to meet such commitments. Delayed loans and<br />

revolving credit facilities are subject to credit, interest rate and liquidity risk and the risks of being a lender.<br />

For the purpose of achieving income, each Portfolio may lend its portfolio securities to brokers, dealers, and other financial<br />

institutions provided a number of conditions are satisfied, including that the loan is fully collateralized.<br />

62


For temporary or defensive purposes, the Portfolio may invest without limit in U.S. debt securities, including taxable securities and<br />

short-term money market securities, when PIMCO deems it appropriate to do so. When the Portfolio engages in such strategies, it<br />

may not achieve its investment objective.<br />

The Portfolio is managed by Pacific Investment Management Company LLC (PIMCO).<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio<br />

The investment objective of this Portfolio is long-term capital appreciation. While we make every effort to achieve its objective, we<br />

can’t guarantee success, and it is possible that you could lose money.<br />

In deciding which equities to buy, the Portfolio uses what is known as a growth investment style. This means the Portfolio invests in<br />

companies that it believes could experience superior sales or earnings growth. In pursuing this objective, the Portfolio normally<br />

invests at least 80% of the Portfolio’s investable assets in equity securities of small and medium-sized U.S. companies with the<br />

potential for above-average growth. The Portfolio will not change this policy unless it provides 60 days prior written notice to contract<br />

owners.<br />

The Portfolio generally defines small and medium-sized companies to be those companies with market capitalizations within the<br />

market capitalization range of the Russell Midcap® Growth Index (measured as of the time of purchase). As of December 31, 2006,<br />

the market capitalization range of the Russell Midcap® Growth Index was $1.1 billion to $21.4 billion.<br />

In addition to buying equities, the Portfolio may invest in other equity-related securities. Equity-related securities include American<br />

Depositary Receipts (ADRs); common stocks; nonconvertible preferred stocks; warrants and rights that can be exercised to obtain<br />

stock; investments in various types of business ventures, including partnerships and joint ventures; Real Estate Investment Trusts<br />

(REITs); and similar securities.<br />

The Portfolio also may buy convertible debt securities and convertible preferred stock. These are securities that the Portfolio can<br />

convert into the company’s common stock, the cash value of common stock or some other equity security. The Portfolio will only<br />

invest in investment-grade convertible securities. Generally, the Portfolio considers selling a security when, in the opinion of the<br />

investment adviser, the stock has experienced a fundamental disappointment in earnings; it has reached an intermediate-term price<br />

objective and its outlook no longer seems sufficiently promising; a relatively more attractive stock emerges; or the stock has<br />

experienced adverse price movements.<br />

The Portfolio can invest up to 20% of investable assets in equity securities of companies with larger or smaller market capitalizations<br />

than previously noted. The Portfolio may participate in the initial public offering (IPO) market. IPO investments may increase the<br />

Portfolio’s total returns. As the Portfolio’s assets grow, the impact of IPO investments will decline, which may reduce the Portfolio’s<br />

total returns.<br />

The Portfolio can invest up to 35% of total assets in foreign securities, including stocks and other equity-related securities, money<br />

market instruments and other investment-grade fixed-income securities of foreign issuers, including those in developing countries.<br />

For purposes of the 35% limit, the Portfolio does not consider ADRs and other similar receipts or shares to be foreign securities.<br />

The Portfolio can invest up to 20% of investable assets in investment-grade corporate or government obligations. Investment-grade<br />

obligations are rated in one of the top four long-term quality ratings by a major rating service (such as Baa/BBB or better by Moody’s<br />

Investors Service,Inc. or Standard & Poor’s Ratings Group (S&P), respectively). The Portfolio also may invest in obligations that are not<br />

rated, but which it believes to be of comparable quality. Obligations rated in the fourth category (Baa/BBB) have speculative<br />

characteristics. These lower-rated obligations are subject to a greater risk of loss of principal and interest. Generally, fixed-income<br />

securities provide a fixed rate of return, but provide less opportunity for capital appreciation than investing in stocks. The Portfolio<br />

will purchase money market instruments only in one of the two highest short-term quality ratings of a major rating service.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Repurchase agreements.<br />

B<br />

Foreign currency forward contracts.<br />

B<br />

Derivative strategies.<br />

B<br />

Securities issued by agencies of the U.S. Government or instrumentalities of the U.S. Government. These obligations, including<br />

those which are guaranteed by Federal agencies or instrumentalities, may or may not be backed by the full faith and credit of the<br />

United States.<br />

63


B<br />

Mortgage-related securities, including those which represent undivided ownership interests in pools of mortgages. The U.S.<br />

Government or the issuing agency or instrumentality guarantees the payment of interest on and principal of these securities.<br />

However, the guarantees do not extend to the yield or value of the securities nor do the guarantees extend to the yield or value of<br />

the Portfolio’s shares.<br />

B<br />

Purchase and write (sell) put and call options on securities, stock indexes and currencies that are traded on U.S. or foreign<br />

securities exchanges or in the over-the-counter market.<br />

B<br />

Financial futures contracts and options thereon which are traded on a commodities exchange or board of trade.<br />

The Portfolio also follows certain policies when it borrows money (the Portfolio can borrow up to 20% of the value of its total assets);<br />

and holds illiquid securities (the Portfolio may hold up to 15% of its net assets in illiquid securities, including securities with legal or<br />

contractual restrictions on resale, those without a readily available market and repurchase agreements with maturities longer than<br />

seven days).<br />

Although it is not one of the Portfolio’s principal strategies, the Portfolio has historically frequently traded its portfolio securities. For<br />

the fiscal years ended December 31, 2006, 2005 and 2004, the Portfolio’s turnover rates were 70%, 142% and 212%, respectively.<br />

Future portfolio turnover could be higher or lower. Portfolio turnover is generally the percentage found by dividing the lesser of<br />

portfolio purchases or sales by the monthly average value of the portfolio. High portfolio turnover (100% or more) results in higher<br />

brokerage commissions and other transaction costs and can affect the Portfolio’s performance.<br />

In response to adverse market, economic or political conditions, the Portfolio may temporarily invest up to 100% of the Portfolio’s<br />

assets in cash or money market instruments. Investing heavily in these securities limits the Portfolio’s ability to achieve capital<br />

appreciation, but can help to preserve its assets when the equity markets are unstable.<br />

The Portfolio is managed by Jennison Associates LLC (Jennison).<br />

SP Small Cap Growth Portfolio<br />

The investment objective of this Portfolio is long-term capital growth. While we make every effort to achieve our objective, we can’t<br />

guarantee success, and it is possible that you could lose money.<br />

Under normal circumstances, the Portfolio will invest at least 80% of its investable assets in common stocks of small capitalization<br />

companies. The Portfolio considers a company to be a small capitalization company if it has a market capitalization, at the time of<br />

purchase, no larger than the largest capitalized company included in the Russell 2000 Index during the most recent 11-month period<br />

(based on month-end data) plus the most recent data during the current month. The Portfolio will not change this policy unless it<br />

provides 60 days prior written notice to contract owners.<br />

The subadvisers are primarily looking for companies in the developing stages of their life cycles, which are currently priced below<br />

the subadvisers’ estimation of their potential, have earnings which may be expected to grow faster than the U.S. economy in general,<br />

and/or offer earnings growth due to rapid growth of sales, new products, management changes, and/or structural changes in the<br />

economy. The Portfolio may invest up to 25% of its assets in securities of non-U.S. issuers. Securities of Canadian issuers and<br />

American Depositary Receipts (ADRs) are not subject to this 25% limitation.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Derivatives.<br />

B<br />

Repurchase agreements.<br />

B<br />

Debt securities.<br />

B<br />

Convertible securities<br />

B<br />

High yield or “junk” bonds.<br />

B<br />

Warrants.<br />

B<br />

Forward foreign currency exchange contracts.<br />

B<br />

Interest rate swaps.<br />

B<br />

When-issued and delayed delivery securities.<br />

B<br />

Short sales against-the-box.<br />

B<br />

U.S. Government securities.<br />

B<br />

Brady Bonds.<br />

B<br />

Illiquid securities.<br />

In response to adverse market conditions or when restructuring the Portfolio, the subadvisers may invest up to 100% of the Portfolio’s<br />

assets in money market instruments. Investing heavily in these securities limits the ability to achieve the investment objective, but can<br />

help to preserve the Portfolio’s assets when the markets are unstable.<br />

The Portfolio is co-managed by Neuberger Berman Management Inc. (Neuberger Berman) and Eagle Asset Management (Eagle). As of<br />

February 28, 2007, Neuberger Berman and Eagle were each responsible for managing approximately 50% of the Portfolio’s assets.<br />

64


SP Small Cap Value Portfolio<br />

The investment objective of this Portfolio is long-term growth of capital. While we make every effort to achieve our objective, we<br />

can’t guarantee success and it is possible that you could lose money.<br />

The Portfolio normally invests at least 80% of its investable assets in the equity securities of small capitalization companies. The<br />

Portfolio will not change this policy unless it provides 60 days written prior notice to contract owners. The Portfolio generally defines<br />

small capitalization companies as those with market capitalizations within the market range of the Russell 2000 Value Index<br />

(measured as of the time of purchase). As of January 31, 2007, the market capitalization range of the Russell 2000 Value Index was<br />

approximately $82 million to $3.4 billion. The Portfolio may invest up to 25% of its assets in foreign securities.<br />

The Portfolio seeks to achieve its objective through investments primarily in equity securities of small capitalization companies that<br />

are believed to be undervalued in the marketplace. In deciding which stocks to buy, each subadviser uses what is known as a value<br />

investment style.<br />

GSAM seeks to identify:<br />

B<br />

Well-positioned businesses that have: (i) attractive returns on capital; (ii) sustainable earnings and cash flow; (iii) strong company<br />

management focused on long-term returns to shareholders<br />

B<br />

Attractive valuation opportunities where: (i) The intrinsic value of the business is not reflected in the stock price.<br />

Price and Prospects. All successful investing should thoughtfully weigh two important attributes of a stock: price and prospects. Since<br />

most value managers tend to focus almost exclusively on price, they often underestimate the importance of prospects. GSAM<br />

believes a company’s prospective ability to generate high cash flow and returns on capital will strongly influence investment success.<br />

Uncertainty creates opportunity. Some stock price declines truly reflect a permanently disadvantaged business model. These stocks<br />

are the “value traps” that mire price-oriented investors. Other stock price declines merely reflect near-term market volatility. Through<br />

GSAM’s proprietary research and strong valuation discipline, it seeks to purchase well-positioned, cash generating businesses run by<br />

shareholder-oriented managements at a price low enough to provide a healthy margin of safety.<br />

Avoiding “value traps.” GSAM believes the key to successful investing in the small cap value space is to avoid the “losers” or “value<br />

traps.” Academic studies have shown that small cap value has historically outperformed other asset classes, but with higher volatility<br />

and less liquidity. By focusing on stock selection within sectors and avoiding the “losers,” GSAM believes that it can participate in the<br />

long-term performance of small cap value with much less risk than other managers.<br />

ClearBridge emphasizes individual security selection while spreading the Portfolio’s investments among industries and sectors.<br />

ClearBridge uses both quantitative and fundamental methods to identify stocks of smaller capitalization companies it believes have a<br />

high probability of outperforming other stocks in the same industry or sector. ClearBridge uses quantitative parameters to select a<br />

universe of smaller capitalized companies that fit the Portfolio’s general investment criteria. In selecting individual securities from<br />

within this range, ClearBridge looks for “value” attributes, such as: (i) low stock price relative to earnings, book value and cash flow<br />

and (ii) high return on invested capital. ClearBridge also uses quantitative methods to identify catalysts and trends that might<br />

influence the Portfolio’s industry or sector focus, or ClearBridge’s individual security selection.<br />

Under normal conditions, there will be an approximately equal division of the Portfolio’s assets between the subadvisers. All daily<br />

cash inflows (that is, purchases and reinvested distributions) and outflows (that is, redemptions and expense items) will usually be<br />

divided between the subadvisers as the Manager deems appropriate. There will be a periodic rebalancing of each segment’s assets to<br />

take account of market fluctuations in order to maintain the approximately equal allocation. As a consequence, the Manager may<br />

allocate assets from the portfolio segment that has appreciated more than the other.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Derivative strategies to reduce certain risks of its investments and to enhance income.<br />

B<br />

Purchase and sell options on equity securities or stock indices.<br />

B<br />

Purchase and sell foreign currency options on U.S. exchanges or U.S. over-the-counter markets.<br />

B<br />

Purchase and sell stock index futures contracts and options on these futures contracts for certain hedging and risk management<br />

purposes. New financial products and risk management techniques continue to be developed, and the Portfolio may use these new<br />

investments and techniques to the extent consistent with its investment objective and policies.<br />

B<br />

Forward foreign currency exchange contracts.<br />

B<br />

Preferred stock and bonds that have attached warrants and convertible debt and convertible preferred stock .<br />

B<br />

Swaps.<br />

B<br />

Repurchase agreements.<br />

65


B<br />

Equity and/or debt securities of Real Estate Investment Trusts (REITs).<br />

B<br />

Private Investments in Public Equity “PIPES.”<br />

The Portfolio may, for temporary defensive purposes or pending other investments, invest in high-quality, short-term debt obligations<br />

of banks, corporations or the U.S. government. While the Portfolio is in a defensive position, its ability to achieve its investment<br />

objective of long-term growth of capital will be limited.<br />

The Portfolio is co-managed by Goldman Sachs Asset Management, L.P. (“GSAM”) and ClearBridge Advisors, LLC (“ClearBridge”). As<br />

of February 28, 2007, GSAM and ClearBridge were each responsible for managing approximately 50% of the Portfolio’s assets.<br />

SP Strategic Partners Focused Growth Portfolio<br />

The investment objective of this Portfolio is long-term growth of capital. While we make every effort to achieve our objective, we<br />

can’t guarantee success, and it is possible that you could lose money.<br />

The Portfolio normally invests at least 65% of its total assets in equity and equity-related securities of U.S. companies that are<br />

believed to have strong capital appreciation potential. The Portfolio’s strategy is to combine the efforts of two investment advisers and<br />

to invest in the favorite stock selection ideas of both. Each investment subadviser to the Portfolio utilizes a growth style: Jennison<br />

selects approximately 20 securities and AllianceBernstein selects approximately 30 securities. The portfolio managers build a<br />

portfolio with stocks in which they have the highest confidence and may invest more than 5% of the Portfolio’s assets in any one<br />

issuer.<br />

The Portfolio may actively and frequently trade its portfolio securities. The Portfolio is a non-diversified mutual fund portfolio. This<br />

means that the Portfolio may invest in a relatively high percentage of net assets in a small number of issuers. Investing in a<br />

nondiversified mutual fund, particularly a fund investing in approximately 50 equity-related securities, involves greater risk than<br />

investing in a diversified fund because a loss resulting from the decline in the value of one security may represent a greater portion of<br />

the total assets of a nondiversified fund.<br />

The primary equity-related securities in which the Portfolio invests are common stocks. Generally, each investment adviser will<br />

consider selling or reducing a stock position when, in its opinion, the stock has experienced a fundamental disappointment in<br />

earnings; it has reached an intermediate-term price objective and its outlook no longer seems sufficiently promising; a relatively more<br />

attractive stock emerges; or the stock has experienced adverse price movement. A price decline of a stock does not necessarily mean<br />

that an investment subadviser will sell the stock at that time. During market declines, either investment subadviser may add to<br />

positions in favored stocks, which can result in a somewhat more aggressive strategy, with a gradual reduction of the number of<br />

companies in which the subadviser invests. Conversely, in rising markets, either investment adviser may reduce or eliminate fully<br />

valued positions, which can result in a more conservative investment strategy, with a gradual increase in the number of companies<br />

represented in the adviser’s portfolio segment.<br />

In deciding which stocks to buy, each investment subadviser uses what is known as a growth investment style. This means that each<br />

subadviser will invest in stocks they believe could experience superior sales or earnings growth.<br />

The Portfolio may buy common stocks of companies of every size— small-, medium- and large capitalization— although its<br />

investments are mostly in medium- and large capitalization stocks. The Portfolio intends to be fully invested, holding less than 5% of<br />

its total assets in cash under normal market conditions. Under normal conditions, there will be an approximately equal division of<br />

the Portfolio’s assets between the two investment advisers. All daily cash inflows (that is, purchases and reinvested distributions) and<br />

outflows (that is, redemptions and expense items) will usually be divided between the two investment advisers as the portfolio<br />

manager deems appropriate. There will be a periodic rebalancing of each segment’s assets to take account of market fluctuations in<br />

order to maintain the approximately equal allocation. As a consequence, the manager may allocate assets from the portfolio segment<br />

that has appreciated more to the other.<br />

The management of and investment decisions for AllianceBernstein’s portion of the portfolio are made by AllianceBernstein’s US<br />

Large Cap Growth Team, which is responsible for management of all of AllianceBernstein’s US Large Cap Growth accounts. The US<br />

Large Cap Growth Investment Team relies heavily on the fundamental analysis and research of the Adviser’s large internal research<br />

staff. While all members of the team work jointly to determine the investment strategy, including security selection, Mr. Scott Wallace<br />

is responsible for the day-to-day management of the Fund’s portfolio.<br />

Jennison’s portfolio managers invest in mid-size and large companies experiencing some or all of the following: high sales growth,<br />

high unit growth, high or improving returns on assets and equity and a strong balance sheet. These companies generally trade at<br />

higher prices relative to their current earnings.<br />

66


Reallocations may result in additional costs since sales of securities may result in higher portfolio turnover. Also, because each<br />

investment adviser selects portfolio securities independently, it is possible that a security held by one portfolio segment may also be<br />

held by the other portfolio segment of the Portfolio or that the two advisers may simultaneously favor the same industry. The Manager<br />

will monitor the overall portfolio to ensure that any such overlaps do not create an unintended industry concentration. In addition, if<br />

one investment adviser buys a security as the other adviser sells it, the net position of the Portfolio in the security may be<br />

approximately the same as it would have been with a single portfolio and no such sale and purchase, but the Portfolio will have<br />

incurred additional costs. The portfolio manager will consider these costs in determining the allocation of assets. The portfolio<br />

manager will consider the timing of reallocation based upon the best interests of the Portfolio and its shareholders.<br />

The Portfolio may invest up to 20% of its total assets in foreign securities, including stocks and other equity-related securities, money<br />

market instruments and other fixed-income securities of foreign issuers. The Portfolio does not consider ADRs and other similar<br />

receipts or shares to be foreign securities.<br />

The Portfolio may temporarily hold cash or invest in high-quality foreign or domestic money market instruments pending investment<br />

of proceeds from new sales of Portfolio shares or to meet ordinary daily cash needs subject to the policy of normally investing at least<br />

65% of the Portfolio’s assets in equity and equity-related securities. In response to adverse market, economic, political or other<br />

conditions, the Portfolio may temporarily invest up to 100% of its assets in money market instruments. Investing heavily in these<br />

securities limits the ability to achieve the investment objective, but can help to preserve the Portfolio’s assets when the equity markets<br />

are unstable.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

Repurchase agreements.<br />

Purchase and write (sell) put and call options on securities indexes that are traded on U.S. or foreign securities exchanges or in the<br />

over-the-counter market to try to enhance return or to hedge the Portfolio’s portfolio. The Portfolio may write covered put and call<br />

options to generate additional income through the receipt of premiums, purchase put options in an effort to protect the value of a<br />

security that it owns against a decline in market value and purchase call options in an effort to protect against an increase in the<br />

price of securities it intends to purchase. The Portfolio also may purchase put and call options to offset previously written put and<br />

call options of the same series. The Portfolio will write only “covered” options. The Portfolio may purchase and sell stock index<br />

futures contracts and related options on stock index futures. The Portfolio may purchase and sell futures contracts on foreign<br />

currencies and related options on foreign currency futures contracts.<br />

Securities issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of the U.S. Government. Not all U.S.<br />

Government securities are backed by the full faith and credit of the United States. Some are supported only by the credit of the<br />

issuing agency.<br />

Futures contracts and options on futures contracts for certain bona fide hedging, return enhancement and risk management<br />

purposes.<br />

Purchase put and call options and write (sell) “covered” put and call options on futures contracts that are traded on U.S. and<br />

foreign exchanges.<br />

Short sales.<br />

Derivatives to try to improve the Portfolio’s returns. The Portfolio may use hedging techniques to try to protect the Portfolio’s assets.<br />

We cannot guarantee that these strategies will work, that the instruments necessary to implement these strategies will be available,<br />

or that the Portfolio will not lose money.<br />

Nonconvertible preferred stocks.<br />

Convertible debt and convertible preferred stock.<br />

American Depositary Receipts (ADRs).<br />

Warrants and rights that can be exercised to obtain stock.<br />

Investments in various types of business ventures, including partnerships and joint ventures.<br />

Equity and debt securities issued by Real Estate Investment Trusts (REITs).<br />

The Portfolio also follows certain policies when it borrows money (the Portfolio can borrow up to 33% of the value of its total assets);<br />

and holds illiquid securities (the Portfolio may hold up to 15% of its net assets in illiquid securities, including securities with legal or<br />

contractual restrictions on resale, those without a readily available market and repurchase agreements with maturities longer than<br />

seven days). The Portfolio is subject to certain investment restrictions that are fundamental policies, which means they cannot be<br />

changed without shareholder approval. For more information about these restrictions, see the SAI.<br />

It is not a principal strategy of the Portfolio to actively and frequently trade its portfolio securities to achieve its investment objective.<br />

Nevertheless, the Portfolio may have an annual portfolio turnover rate of up to 200%. Portfolio turnover is generally the percentage<br />

found by dividing the lesser of portfolio purchases and sales by the monthly average value of the portfolio. High portfolio turnover<br />

(100% or more) results in higher brokerage commissions and other costs and can affect the Portfolio’s performance.<br />

The Portfolio is managed by Jennison Associates LLC (Jennison) and AllianceBernstein L.P.<br />

67


SP T. Rowe Price Large Cap Growth Portfolio<br />

The investment objective of this Portfolio is long-term growth of capital. While we make every effort to achieve our objective, we<br />

cannot guarantee success, and it is possible that you could lose money.<br />

Under normal circumstances, the Portfolio invests at least 80% of its investable assets in common stocks of large cap companies. A<br />

large cap company is defined as one whose market capitalization is larger than the median market capitalization of companies in the<br />

Russell 1000 Growth Index, a widely used benchmark of the largest domestic growth stocks. As of January 31, 2007, such median<br />

market capitalization was $5.7 billion and is subject to change. The market capitalization of companies in the Portfolio and the<br />

Russell 1000 Growth Index will change over time; the Portfolio will not automatically sell or cease to purchase stock of a company it<br />

already owns just because the company’s market capitalization falls below this level. The Portfolio will not change this policy unless<br />

it provides 60 days prior written notice to contract owners.<br />

The Portfolio also may invest up to 20% of its investable assets in convertible debt and convertible preferred stock and up to 15% of<br />

its total assets in equity securities of non-U.S. companies.<br />

In selecting securities, T. Rowe Price uses a growth approach. T. Rowe Price generally looks for companies with an above-average<br />

rate of earnings and cash flow growth and a lucrative niche in the economy that gives them the ability to sustain earnings momentum<br />

even during times of slow economic growth. As growth investors, T. Rowe Price believes that when a company increases its earnings<br />

faster than both inflation and the overall economy, the market will eventually reward it with a higher stock price.<br />

The Portfolio may invest in a wide variety of equity securities, including large cap stocks, convertible and preferred securities,<br />

warrants and rights. The Portfolio may also invest in foreign securities (up to 15% of the Portfolio’s total assets), including foreign<br />

equity securities, and other securities that represent interests in foreign equity securities, such as European Depositary Receipts<br />

(EDRs) and Global Depositary Receipts (GDRs). The Portfolio may invest in American Depositary Receipts (ADRs), which are not<br />

subject to the 15% limitation on foreign securities. The Portfolio may also invest in derivatives and in short term investments,<br />

including money market securities, short term U.S. Government obligations, repurchase agreements, commercial paper, banker’s<br />

acceptances and certificates of deposit.<br />

The Portfolio may also pursue the following types of investment strategies and/or invest in the following types of securities:<br />

B<br />

Purchase and sell exchange-traded index options and stock index future contracts.<br />

B<br />

Write covered exchange-traded call options on its securities of up to 15% of its total assets, and purchase and sell exchange-traded<br />

call and put options on common stocks written by others of up to, for all options, 10% of its total assets.<br />

B<br />

Short sales against-the-box of up to 15% of net Portfolio assets.<br />

B<br />

Illiquid securities (up to 10% of net Portfolio assets).<br />

In response to adverse market conditions or when restructuring the Portfolio, T. Rowe Price may invest up to 100% of the Portfolio’s<br />

assets in money market instruments. Investing heavily in these securities limits the ability to achieve the investment objective, but can<br />

help to preserve the Portfolio’s assets when the markets are unstable.<br />

In pursuing its investment objective T. Rowe Price has the discretion to purchase some securities that do not meet its normal<br />

investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when<br />

T. Rowe Price believes a security could increase in value for a variety of reasons, including a change in management, an<br />

extraordinary event, or a temporary imbalance in the supply of or demand for the securities.<br />

The Portfolio may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising<br />

opportunities.<br />

The Portfolio is managed by T. Rowe Price Associates, Inc.<br />

SP Asset Allocation Portfolios<br />

SP Aggressive Growth Asset Allocation Portfolio<br />

SP Balanced Asset Allocation Portfolio<br />

SP Conservative Asset Allocation Portfolio<br />

SP Growth Asset Allocation Portfolio<br />

There are four SP Asset Allocation Portfolios. The investment objective of each SP Asset Allocation Portfolio is to obtain the highest<br />

68


potential total return consistent with the specified level of risk tolerance. The definition of risk tolerance level is not a fundamental<br />

policy and, therefore, can be changed by the Fund’s Board of Trustees at any time.<br />

Investors should choose an SP Asset Allocation Portfolio by determining which risk tolerance level most closely corresponds to their<br />

individual planning needs, objectives and comfort based on the information below. While each SP Asset Allocation Portfolio will try<br />

to achieve its objective, we can’t guarantee success, and it is possible that you could lose money. The SP Asset Allocation Portfolios<br />

are designed for:<br />

B<br />

the investor who wants to maximize total return potential, but lacks the time, or expertise to do so effectively;<br />

B<br />

the investor who does not want to watch the financial markets in order to make periodic exchanges among Portfolios; and/or<br />

B<br />

the investor who wants to take advantage of the risk management features of an asset allocation program.<br />

Each SP Asset Allocation Portfolios is a “fund of funds.” That means that each SP Asset Allocation Portfolio invests primarily in one or<br />

more mutual funds as described below. Other mutual funds in which in which an SP Asset Allocation Portfolio may invest are<br />

collectively referred to as the “Underlying Portfolios.” Consistent with the investment objectives and policies of the SP Asset<br />

Allocation Portfolios, other mutual funds may from time to time may be added to, or removed from, the list of Underlying Portfolios<br />

that may be used in connection with the SP Asset Allocation Portfolios. Currently, the only Underlying Portfolios in which the SP<br />

Asset Allocation Portfolios are authorized to invest are other Portfolios of the Fund, the AST Marsico Capital Growth Portfolio of<br />

Advanced Series Trust (AST), the AST International Value Portfolio of AST and certain money market funds advised by the Manager or<br />

its affiliates. AST is an open-end management investment company co-managed by the Manager and its affiliate, AST Investment<br />

Services, Inc. under a manager-of-managers approach.<br />

The SP Asset Allocation Portfolios actively allocate their respective assets by investing in combinations of Underlying Portfolios. Each<br />

SP Asset Allocation Portfolio intends its strategy of investing in combinations of Underlying Portfolios to result in investment<br />

diversification that an investor could otherwise achieve only by holding numerous investments. SP Asset Allocation Portfolio assets<br />

are expected to be invested in several Underlying Portfolios at any time.<br />

Each SP Asset Allocation Portfolio has a distinctive risk/return balance. Certain SP Asset Allocation Portfolios will be focused more<br />

heavily on Underlying Portfolios that invest primarily in equity securities while other SP Asset Allocation Portfolios will be focused<br />

more heavily on Underlying Portfolios that invest primarily in debt securities/money market instruments as set forth below:<br />

Relative Investment Focus*<br />

Equity Securities<br />

Debt Securities/ Money Market Instruments<br />

SP Balanced Asset Allocation<br />

SP Growth Asset Allocation<br />

SP Conservative Asset Allocation<br />

SP Aggressive Growth Asset Allocation<br />

*Not intended to represent actual allocations among underlying Portfolios or asset classes.<br />

The Manager may, at any time, change an SP Asset Allocation Portfolio’s allocation of assets among Underlying Portfolios based on its<br />

assessment of macroeconomic, market, financial, security valuation, and other factors. The Manager also may rebalance an SP Asset<br />

Allocation Portfolio’s investments to cause such investments to match the Underlying Portfolio allocation at any time.<br />

The SP Asset Allocation Portfolios are not limited to investing exclusively in shares of the Underlying Portfolios. Each SP Asset<br />

Allocation Portfolio is now permitted under current law to invest in “securities” as defined under the Investment Company Act of<br />

1940. For these purposes, the term “securities” includes, without limitation, shares of common or preferred stock, warrants, security<br />

futures, notes, bonds, debentures, any put, call, straddle, option, or privilege on any security or on any group or index of securities,<br />

or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to a foreign currency.<br />

Up to 100% of an SP Asset Allocation Portfolio’s assets may be invested temporarily in cash or cash equivalents and such Portfolio<br />

may otherwise deviate from its customary investment strategies in response to extraordinary adverse political, economic, financial, or<br />

stock market events. Temporary investments may include U.S. or foreign government obligations, commercial paper, bank<br />

obligations, and repurchase agreements. While an SP Asset Allocation Portfolio is in a defensive position, the opportunity to achieve<br />

its investment objective of total return will be limited. Shares of the Underlying Portfolios may be sold for a variety of reasons, such as<br />

to effect a change in Underlying Portfolio allocations, to secure gains or limit losses, or to re-deploy assets to more promising<br />

opportunities.<br />

69


The performance of each SP Asset Allocation Portfolio depends on how its assets are allocated and reallocated between the<br />

Underlying Portfolios. A principal risk of investing in each SP Asset Allocation Portfolio is that the Manager will make less than<br />

optimal decisions regarding allocation of assets in the Underlying Portfolios. Because each of the SP Asset Allocation Portfolios<br />

generally invests all of its assets in Underlying Portfolios, the risks associated with each SP Asset Allocation Portfolio are closely<br />

related to the risks associated with the securities and other investments held by the Underlying Portfolios. The ability of each SP Asset<br />

Allocation Portfolio to achieve its investment objective will depend on the ability of the Underlying Portfolios to achieve their<br />

investment objectives. In addition, the officers and Trustees of the Fund also presently have responsibilities with respect to AST, the SP<br />

Asset Allocation Portfolios, and all of the Underlying Portfolios. Therefore conflicts may arise as those persons fulfill their<br />

responsibilities to the Fund, AST, the SP Asset Allocation Portfolios, and the Underlying Portfolios.<br />

For more information on the Underlying Portfolios other than the AST Marsico Capital Growth Portfolio and AST International Value<br />

Portfolio, please refer to their investment summaries included in this Prospectus. The investment objectives and policies of the AST<br />

International Value Portfolio are substantially similar to the investment objectives and policies of the SP International Value Portfolio.<br />

For more information on the AST Marsico Capital Growth Portfolio, please see below.<br />

The AST Marsico Capital Growth Portfolio invests primarily in the common stocks of large companies (typically companies that have<br />

a market capitalization in the range of $4 billion or more) that are selected for their growth potential. The Portfolio will normally hold<br />

a core position of between 35 and 50 common stocks. The Portfolio may hold a limited number of additional common stocks at<br />

times such as when the portfolio manager is accumulating new positions, phasing out and replacing existing positions, or responding<br />

to exceptional market conditions. In selecting investments for the Portfolio, the subadviser uses an approach that combines “topdown”<br />

macroeconomic analysis with “bottom-up” stock selection. The Portfolio’s core investments generally are comprised of wellknown,<br />

established growth companies. However, the Portfolio also may typically include more aggressive growth companies, and<br />

companies undergoing significant changes: e.g., the introduction of a new product line, the appointment of a new management<br />

team, or an acquisition. As a result, the Portfolio may invest in certain companies for relatively short periods of time. Such short-term<br />

activity may cause the Portfolio to incur higher transaction costs (which may adversely affect the Portfolio’s performance) and may<br />

increase taxable distributions for shareholders.<br />

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MORE DETAILED INFORMATION ABOUT OTHER INVESTMENTS & STRATEGIES<br />

USED BY THE PORTFOLIOS<br />

ADDITIONAL INVESTMENTS & STRATEGIES<br />

As indicated in the descriptions of the Portfolios above, we may invest in the following types of securities and/or use the following<br />

investment strategies to increase a Portfolio’s return or protect its assets if market conditions warrant.<br />

American Depositary Receipts (ADRs) — Certificates representing the right to receive foreign securities that have been deposited<br />

with a U.S. bank or a foreign branch of a U.S. bank.<br />

Asset-Backed Securities — An asset-backed security is a type of pass-through instrument that pays interest based upon the cash flow<br />

of an underlying pool of assets, such as automobile loans or credit card receivables. Asset-backed securities may also be<br />

collateralized by a portfolio of corporate bonds, including junk bonds, or other securities.<br />

Collateralized Debt Obligations (CDOs) — A CDO is a security backed by an underlying portfolio of debt obligations, typically<br />

including one or more of the following types of investments: high yield securities, investment grade securities, bank loans, futures or<br />

swaps. A CDO provides a single security that has the economic characteristics of a diversified portfolio. The cash flows generated by<br />

the collateral are used to pay interest and principal to investors.<br />

Convertible Debt and Convertible Preferred Stock — A convertible security is a security — for example, a bond or preferred stock<br />

— that may be converted into common stock, the cash value of common stock or some other security of the same or different issuer.<br />

The convertible security sets the price, quantity of shares and time period in which it may be so converted. Convertible stock is senior<br />

to a company’s common stock but is usually subordinated to debt obligations of the company. Convertible securities provide a steady<br />

stream of income which is generally at a higher rate than the income on the company’s common stock but lower than the rate on the<br />

company’s debt obligations. At the same time, convertible securities offer — through their conversion mechanism — the chance to<br />

participate in the capital appreciation of the underlying common stock. The price of a convertible security tends to increase and<br />

decrease with the market value of the underlying common stock.<br />

Credit Default Swaps — In a credit default swap, the Portfolio and another party agree to exchange payment of the par (or other<br />

agreed-upon) value of a referenced debt obligation in the event of a default on that debt obligation in return for a periodic stream of<br />

payments over the term of the contract provided no event of default has occurred. See also “Swaps” defined below.<br />

Credit-Linked Securities — Credit linked securities are securities that are collateralized by one or more credit default swaps on<br />

corporate credits. The Portfolio has the right to receive periodic interest payments from the issuer of the credit-linked security at an<br />

agreed-upon interest rate, and a return of principal at the maturity date. See also “Credit Default Swaps” defined above.<br />

Derivatives — A derivative is an instrument that derives its price, performance, value, or cash flow from one or more underlying<br />

securities or other interests. Derivatives involve costs and can be volatile. With derivatives, the investment adviser tries to predict<br />

whether the underlying interest — a security, market index, currency, interest rate or some other benchmark — will go up or down at<br />

some future date. We may use derivatives to try to reduce risk or to increase return consistent with a Portfolio’s overall investment<br />

objective. The adviser will consider other factors (such as cost) in deciding whether to employ any particular strategy, or use any<br />

particular instrument. Any derivatives we use may not fully offset a Portfolio’s underlying positions and this could result in losses to<br />

the Portfolio that would not otherwise have occurred.<br />

Dollar Rolls — Dollar rolls involve the sale by the Portfolio of a security for delivery in the current month with a promise to<br />

repurchase from the buyer a substantially similar — but not necessarily the same — security at a set price and date in the future.<br />

During the “roll period,” the Portfolio does not receive any principal or interest on the security. Instead, it is compensated by the<br />

difference between the current sales price and the price of the future purchase, as well as any interest earned on the cash proceeds<br />

from the original sale.<br />

Equity Swaps — In an equity swap, the Portfolio and another party agree to exchange cash flow payments that are based on the<br />

performance of equities or an equity index. See also “Swaps” defined below.<br />

Event-Linked Bonds — Event-linked bonds are fixed income securities for which the return of principal and payment of interest is<br />

contingent on the non-occurrence of a specific “trigger” event, such as a hurricane, earthquake, or other physical or weather-related<br />

phenomenon. If a trigger event occurs, a Portfolio may lose a portion or all of its principal invested in the bond. Event-linked bonds<br />

often provide for an extension of maturity to process and audit loss claims where a trigger event has, or possibly has, occurred. An<br />

extension of maturity may increase volatility. Event-linked bonds may also expose the Portfolio to certain unanticipated risks<br />

71


including credit risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked bonds may also<br />

be subject to liquidity risk.<br />

Foreign Currency Forward Contracts — A foreign currency forward contract is an obligation to buy or sell a given currency on a<br />

future date at a set price. When a Portfolio enters into a contract for the purchase or sale of a security denominated in a foreign<br />

currency, or when a Portfolio anticipates the receipt in a foreign currency of dividends or interest payments on a security which it<br />

holds, the Portfolio may desire to “lock-in” the U.S. dollar price of the security or the U.S. dollar equivalent of such dividend or<br />

interest payment, as the case may be. By entering into a forward contract for a fixed amount of dollars, for the purchase or sale of the<br />

amount of foreign currency involved in the underlying transactions, the Portfolio will be able to protect itself against a possible loss<br />

resulting from an adverse change in the relationship between the U.S. dollar and the foreign currency during the period between the<br />

date on which the security is purchased or sold, or on which the dividend or interest payment is declared, and the date on which<br />

such payments are made or received. At the maturity of a forward contract, a Portfolio may either sell the security and make delivery<br />

of the foreign currency or it may retain the security and terminate its contractual obligation to deliver the foreign currency by<br />

purchasing an “offsetting” contract with the same currency trader obligating it to purchase, on the same maturity date, the same<br />

amount of the foreign currency.<br />

Futures Contracts — A futures contract is an agreement to buy or sell a set quantity of an underlying product at a future date, or to<br />

make or receive a cash payment based on the value of a securities index. When a futures contract is entered into, each party deposits<br />

with a futures commission merchant (or in a segregated account) approximately 5% of the contract amount. This is known as the<br />

“initial margin.” Every day during the futures contract, either the buyer or the futures commission merchant will make payments of<br />

“variation margin.” In other words, if the value of the underlying security, index or interest rate increases, then the buyer will have to<br />

add to the margin account so that the account balance equals approximately 5% of the value of the contract on that day. The next<br />

day, the value of the underlying security, index or interest rate may decrease, in which case the borrower would receive money from<br />

the account equal to the amount by which the account balance exceeds 5% of the value of the contract on that day. A stock index<br />

futures contract is an agreement between the buyer and the seller of the contract to transfer an amount of cash equal to the daily<br />

variation margin of the contract. No physical delivery of the underlying stocks in the index is made.<br />

Interest Rate Swaps — In an interest rate swap, the Portfolio and another party agree to exchange interest payments. For example, the<br />

Portfolio may wish to exchange a floating rate of interest for a fixed rate. We would enter into that type of a swap if we think interest<br />

rates are going down. See also “Swaps” defined below.<br />

Joint Repurchase Account — In a joint repurchase transaction, uninvested cash balances of various Portfolios are added together and<br />

invested in one or more repurchase agreements. Each of the participating Portfolios receives a portion of the income earned in the<br />

joint account based on the percentage of its investment.<br />

Loans and Assignments — Loans are privately negotiated between a corporate borrower and one or more financial institutions. The<br />

Portfolio acquires interests in loans directly (by way of assignment from the selling institution) or indirectly (by way of the purchase of<br />

a participation interest from the selling institution. Purchasers of loans depend primarily upon the creditworthiness of the borrower<br />

for payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the<br />

instrument may be adversely affected. Interests in loans are also subject to additional liquidity risks. Loans are not generally traded in<br />

organized exchange markets but are traded by banks and other institutional investors engaged in loan syndications. Consequently,<br />

the liquidity of a loan will depend on the liquidity of these trading markets at the time that the Portfolio sells the loan.<br />

In assignments, the Portfolio will have no recourse against the selling institution, and the selling institution generally makes no<br />

representations about the underlying loan, the borrowers, the documentation or the collateral. In addition, the rights against the<br />

borrower that are acquired by the Portfolio may be more limited than those held by the assigning lender.<br />

Mortgage-Related Securities — Mortgage-related securities are usually pass-through instruments that pay investors a share of all<br />

interest and principal payments from an underlying pool of fixed or adjustable rate mortgages. We may invest in mortgage-related<br />

securities issued and guaranteed by the U.S. Government or its agencies like the Federal National Mortgage Association (Fannie<br />

Maes) and the Government National Mortgage Association (Ginnie Maes) and debt securities issued (but not guaranteed) by the<br />

Federal Home Loan Mortgage Company (Freddie Macs). Private mortgage-related securities that are not guaranteed by U.S.<br />

Governmental entities generally have one or more types of credit enhancement to ensure timely receipt of payments and to protect<br />

against default.<br />

Mortgage-related securities include collateralized mortgage obligations, multi-class pass through securities and stripped mortgagebacked<br />

securities. A collateralized mortgage-backed obligation (CMO) is a security backed by an underlying portfolio of mortgages or<br />

mortgage-backed securities that may be issued or guaranteed by entities such as banks, U.S. Governmental entities or broker-dealers.<br />

A multi-class pass-through security is an equity interest in a trust composed of underlying mortgage assets.<br />

72


Payments of principal and interest on the mortgage assets and any reinvestment income provide the money to pay debt service on the<br />

CMO or to make scheduled distributions on the multi-class pass-through security. A stripped mortgage-backed security (MBS strip)<br />

may be issued by U.S. Governmental entities or by private institutions. MBS strips take the pieces of a debt security (principal and<br />

interest) and break them apart. The resulting securities may be sold separately and may perform differently. MBS strips are highly<br />

sensitive to changes in prepayment and interest rates.<br />

Options — A call option on stock is a short-term contract that gives the option purchaser or “holder” the right to acquire a particular<br />

equity security for a specified price at any time during a specified period. For this right, the option purchaser pays the option seller a<br />

certain amount of money or “premium” which is set before the option contract is entered into. The seller or “writer” of the option is<br />

obligated to deliver the particular security if the option purchaser exercises the option. A put option on stock is a similar contract. In a<br />

put option, the option purchaser has the right to sell a particular security to the option seller for a specified price at any time during a<br />

specified period. In exchange for this right, the option purchaser pays the option seller a premium. Options on debt securities are<br />

similar to stock options except that the option holder has the right to acquire or sell a debt security rather than an equity security.<br />

Options on stock indexes are similar to options on stocks, except that instead of giving the option holder the right to receive or sell a<br />

stock, it gives the holder the right to receive an amount of cash if the closing level of the stock index is greater than (in the case of a<br />

call) or less than (in the case of a put) the exercise price of the option. The amount of cash the holder will receive is determined by<br />

multiplying the difference between the index’s closing price and the option’s exercise price, expressed in dollars, by a specified<br />

“multiplier.” Unlike stock options, stock index options are always settled in cash, and gain or loss depends on price movements in the<br />

stock market generally (or a particular market segment, depending on the index) rather than the price movement of an individual<br />

stock.<br />

Private Investments in Public Equity (PIPEs) — A PIPE is an equity security in a private placement that are issued by issuers who have<br />

outstanding, publicly-traded equity securities of the same class. Shares in PIPEs generally are not registered with the SEC until after a<br />

certain time period from the date the private sale is completed. This restricted period can last many months. Until the public<br />

registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such<br />

restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial<br />

penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but<br />

there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.<br />

Real Estate Investment Trusts (REITs) — A REIT is a company that manages a portfolio of real estate to earn profits for its<br />

shareholders. Some REITs acquire equity interests in real estate and then receive income from rents and capital gains when the<br />

buildings are sold. Other REITs lend money to real estate developers and receive interest income from the mortgages. Some REITs<br />

invest in both types of interests.<br />

Repurchase Agreements — In a repurchase transaction, the Portfolio agrees to purchase certain securities and the seller agrees to<br />

repurchase the same securities at an agreed upon price on a specified date. This creates a fixed return for the Portfolio.<br />

Reverse Repurchase Agreements — In a reverse repurchase transaction, the Portfolio sells a security it owns and agrees to buy it back<br />

at a set price and date. During the period the security is held by the other party, the Portfolio may continue to receive principal and<br />

interest payments on the security.<br />

Short Sales — In a short sale, we sell a security we do not own to take advantage of an anticipated decline in the stock’s price. The<br />

Portfolio borrows the stock for delivery and if it can buy the stock later at a lower price, a profit results.<br />

Short Sales Against-the-Box — A short sale against the box involves selling a security that the Portfolio owns, or has the right to<br />

obtain without additional costs, for delivery at a specified date in the future. A Portfolio may make a short sale against the box to<br />

hedge against anticipated declines in the market price of a portfolio security. If the value of the security sold short increases instead,<br />

the Portfolio loses the opportunity to participate in the gain.<br />

Swap Options — A swap option is a contract that gives a counterparty the right (but not the obligation) to enter into a swap<br />

agreement or to shorten, extend cancel or otherwise modify an existing swap agreement at some designated future time on specified<br />

terms. See also “Options” defined above.<br />

Swaps — Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few<br />

weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of<br />

return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor.<br />

Credit Default Swaps, Equity Swaps, Interest Rate Swaps and Total Return Swaps are four types of swap agreements.<br />

Total Return Swaps — In a total return swap, payment (or receipt) of an index’s total return is exchanged for the receipt (or payment)<br />

73


of a floating interest rate. See also “Swaps” defined above.<br />

When-Issued and Delayed Delivery Securities — With when-issued or delayed delivery securities, the delivery and payment can take<br />

place a month or more after the date of the transaction. A Portfolio will make commitments for when-issued transactions only with<br />

the intention of actually acquiring the securities. A Portfolio’s custodian will maintain in a segregated account, liquid assets having a<br />

value equal to or greater than such commitments. If the Portfolio chooses to dispose of the right to acquire a when-issued security<br />

prior to its acquisition, it could, as with the disposition of any other security, incur a gain or loss.<br />

Except for the Money Market Portfolio, each Portfolio also follows certain policies when it borrows money (each Portfolio may<br />

borrow up to 5% of the value of its total assets, except that SP Large Cap Value Portfolio and SP Small Cap Value Portfolio may each<br />

borrow up to 33% of their total assets); lends its securities; and holds illiquid securities (a Portfolio may hold up to 15% of its net<br />

assets in illiquid securities, including securities with legal or contractual restrictions on resale, those without a readily available<br />

market and repurchase agreements with maturities longer than seven days). If the Portfolio were to exceed this limit, the investment<br />

adviser would take prompt action to reduce a Portfolio’s holdings in illiquid securities to no more than 15% of its net assets, as<br />

required by applicable law. A Portfolio is subject to certain investment restrictions that are fundamental policies, which means they<br />

cannot be changed without shareholder approval. For more information about these restrictions, see the Statement of Additional<br />

Information (SAI). The Money Market Portfolio also follows certain policies when it borrows money (the Portfolio may borrow up to<br />

5% of the value of its total assets) and holds illiquid securities (the Portfolio may hold up to 10% of its net assets in illiquid securities,<br />

including securities with legal or contractual restrictions on resale, those without a readily available market and repurchase<br />

agreements with maturities longer than seven days). If the Portfolio were to exceed this limit, the investment adviser would take<br />

prompt action to reduce the Portfolio’s holdings in illiquid securities to no more than 10% of its net assets, as required by applicable<br />

law. The Portfolio is subject to certain investment restrictions that are fundamental policies, which means they cannot be changed<br />

without shareholder approval. For more information about these restrictions, see the SAI. We will consider other factors (such as cost)<br />

in deciding whether to employ any particular strategy or use any particular instrument. For more information about these strategies,<br />

see the SAI.<br />

74


HOW THE FUND IS MANAGED<br />

BOARD OF TRUSTEES<br />

The Board of Trustees oversees the actions of the Investment Manager, the Subadvisers and the Distributor and decides on general<br />

policies. The Board also oversees the Fund’s officers who conduct and supervise the daily business operations of the Fund.<br />

INVESTMENT MANAGER<br />

<strong>Prudential</strong> Investments LLC (PI), a wholly-owned subsidiary of <strong>Prudential</strong> Financial,Inc., serves as the overall investment manager for<br />

the Fund. PI is located at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102. PI and its predecessors have<br />

served as manager and administrator to investment companies since 1987. As of December 31, 2006, PI served as the investment<br />

manager to all of the <strong>Prudential</strong> U.S. and offshore investment companies, and as manager or administrator to closed-end investment<br />

companies, with aggregate assets of approximately $106.6 billion.<br />

The Fund uses a “manager-of-managers” structure. Under this structure, PI is authorized to select (with approval of the Fund’s<br />

independent trustees) one or more subadvisers to handle the actual day-to-day investment management of each Portfolio. PI monitors<br />

each subadviser’s performance through quantitative and qualitative analysis, and periodically reports to the Fund’s board of directors<br />

as to whether each subadviser’s agreement should be renewed, terminated or modified. PI also is responsible for allocating assets<br />

among the subadvisers if a Portfolio has more than one subadviser. In those circumstances, the allocation for each subadviser can<br />

range from 0% to 100% of a Portfolio’s assets, and PI can change the allocations without board or shareholder approval. The Fund<br />

will notify contract owners of any new subadviser or any material changes to any existing subadvisory agreement.<br />

A discussion regarding the basis for the Board’s approval of the Fund’s investment advisory agreements is available in the Fund’s semiannual<br />

report (for agreements approved during the six-month period ended June 30), and in the Fund’s annual report (for agreements<br />

approved during the six-month period ended December 31).<br />

INVESTMENT MANAGEMENT FEES<br />

The following chart lists the total effective annualized investment management fees paid by each Portfolio of the Fund to PI during<br />

2006:<br />

Investment Management Fees Paid by the Portfolios<br />

Portfolio<br />

Total investment<br />

management fees<br />

as % of average<br />

net assets<br />

Diversified Bond Portfolio 0.40%<br />

Equity Portfolio 0.45%<br />

Global Portfolio 0.75%<br />

High Yield Bond Portfolio 0.55%<br />

Jennison Portfolio 0.60%<br />

Money Market Portfolio 0.40%<br />

Stock Index Portfolio 1 0.35%<br />

SP AIM Core Equity Portfolio 0.85%<br />

SP Davis Value Portfolio 0.75%<br />

SP International Growth Portfolio 0.85%<br />

SP International Value Portfolio 0.90%<br />

SP Large Cap Value Portfolio 0.80%<br />

SP Mid Cap Growth Portfolio 0.80%<br />

SP PIMCO High Yield Portfolio 0.60%<br />

SP PIMCO Total Return Portfolio 0.60%<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio 0.60%<br />

SP Small Cap Growth Portfolio 0.95%<br />

SP Small Cap Value Portfolio 0.90%<br />

SP Strategic Partners Focused Growth Portfolio 0.90%<br />

SP T. Rowe Price Large Cap Growth Portfolio 2 0.78%<br />

SP Aggressive Growth Asset Allocation Portfolio 0.05%<br />

SP Balanced Asset Allocation Portfolio 0.05%<br />

75


SP Conservative Asset Allocation Portfolio 0.05%<br />

SP Growth Asset Allocation Portfolio 0.05%<br />

1<br />

The Portfolio's contractual management fee rate is as follows: 0.35% for average net assets up to $4 billion, and 0.30% for average net assets in excess of $4 billion.<br />

2<br />

Represents effective fee after waiver. The contractual fee rate is 0.90% of average net assets.<br />

INVESTMENT SUBADVISERS<br />

Each Portfolio of the Fund has one more more investment subadvisers providing the day-to-day investment management of the<br />

Portfolio. PI pays each investment subadviser out of the fee that PI receives from the Fund. The investment subadvisers for each<br />

Portfolio of the Fund are listed in the table below:<br />

Investment Subadvisers<br />

Portfolio<br />

Diversified Bond Portfolio<br />

Equity Portfolio<br />

Global Portfolio<br />

High Yield Bond Portfolio<br />

Jennison Portfolio<br />

Money Market Portfolio<br />

Stock Index Portfolio<br />

SP AIM Core Equity Portfolio<br />

SP Davis Value Portfolio<br />

SP International Growth Portfolio<br />

SP International Value Portfolio<br />

SP Large Cap Value Portfolio<br />

SP Mid Cap Growth Portfolio<br />

SP PIMCO High Yield Portfolio<br />

SP PIMCO Total Return Portfolio<br />

SP <strong>Prudential</strong> U.S. Emerging Growth<br />

Portfolio<br />

SP Small Cap Growth Portfolio<br />

SP Small Cap Value Portfolio<br />

SP Strategic Partners Focused Growth<br />

Portfolio<br />

SP T. Rowe Price Large Cap Growth<br />

Portfolio<br />

SP Aggressive Growth Asset Allocation<br />

Portfolio<br />

SP Growth Asset Allocation Portfolio<br />

SP Balanced Asset Allocation Portfolio<br />

SP Conservative Asset Allocation<br />

Portfolio<br />

Investment Subadviser<br />

PIM<br />

Jennison Associates LLC (Jennison)<br />

ClearBridge Advisors, LLC<br />

William Blair & Company LLC<br />

LSV Asset Management<br />

Marsico Capital Management, LLC<br />

T. Rowe Price Associates<br />

PIM<br />

Jennison<br />

PIM<br />

QMA<br />

A I M Capital Management, Inc.<br />

Davis Advisors<br />

William Blair & Company LLC<br />

Marsico Capital Management, LLC<br />

LSV Asset Management<br />

Thornburg Investment Management Inc.<br />

J.P Morgan Investment Management, Inc.<br />

Hotchkis and Wiley Capital Management<br />

LLC<br />

Dreman Value Management LLC<br />

Calamos Advisors LLC<br />

PIMCO<br />

PIMCO<br />

Jennison<br />

Neuberger Berman Management Inc.<br />

Eagle Asset Management<br />

Goldman Sachs Asset Management, L.P.<br />

ClearBridge Advisors, LLC<br />

Jennison<br />

AllianceBernstein L.P.<br />

T. Rowe Price Associates, Inc.<br />

<strong>Prudential</strong> Investments LLC (Adviser)<br />

<strong>Prudential</strong> Investments LLC (Adviser)<br />

<strong>Prudential</strong> Investments LLC (Adviser)<br />

<strong>Prudential</strong> Investments LLC (Adviser)<br />

76


Descriptions of each subadviser are set out below:<br />

Jennison Associates LLC (Jennison) is an indirect, wholly-owned subsidiary of <strong>Prudential</strong> Financial, Inc. As of December 31, 2006<br />

Jennison managed in excess of $77 billion in assets for institutional, mutual fund and certain other clients. Jennison’s address is 466<br />

Lexington Avenue, New York, New York 10017.<br />

<strong>Prudential</strong> Investment Management, Inc. (PIM) is an indirect, wholly-owned subsidiary of <strong>Prudential</strong> Financial, Inc. As of December<br />

31, 2006 PIM had approximately $242.3 billion in assets under management. PIM’s address is Gateway Center Two, 100 Mulberry<br />

Street, Newark, New Jersey 07102.<br />

Quantitative Management Associates LLC (QMA) is a wholly owned subsidiary of <strong>Prudential</strong> Investment Management, Inc. (PIM).<br />

QMA’s address is Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102.<br />

A I M Capital Management, Inc. (AIM Capital), a registered investment adviser, is an indirect, wholly-owned subsidiary of<br />

AMVESCAP, PLC, an international investment management company based in London, with money managers in Europe, South<br />

America and the Far East. AIM Capital uses a team approach to investment management. As of December 31, 2006, AIM Capital and<br />

its affiliates managed approximately $149 billion in assets. AIM Capital’s address is 11 Greenway Plaza, Suite 100, Houston, Texas<br />

77046-1173.<br />

AllianceBernstein L.P. (AllianceBernstein) has helped investors build and preserve wealth through disciplined investment strategies<br />

for over 35 years. AllianceBernstein is a globally recognized leader in growth, value, fixed income, and style-blend investing.<br />

AllianceBernstein’s success has been driven by its commitment to industry-leading fundamental research and the belief that a<br />

research-oriented approach to investing produces the best investment results over the long term for all clients— large institutions,<br />

private clients and individual mutual fund investors. AllianceBernstein’s assets under management totaled $717 billion, as of<br />

December 31, 2006. AllianceBernstein’s address is 1345 Avenue of the Americas, New York, New York 10105.<br />

Calamos Advisors LLC (Calamos), a registered investment adviser, is a wholly-owned subsidiary of Calamos Holdings LLC. As of<br />

December 31, 2006, Calamos managed approximately $44.7 billion in assets for institutions, individuals, investment companies and<br />

hedge funds. Calamos’ address is 2020 Calamos Court, Naperville, Illinois 60563-2787.<br />

ClearBridge Advisors, LLC (ClearBridge) has offices at 399 Park Avenue, New York, New York, 10022, and is a recently-organized<br />

investment adviser that has been formed to succeed to the equity securities portfolio management business of Citigroup Asset<br />

Management, which was acquired by Legg Mason, Inc. in December 2005. ClearBridge is a wholly-owned subsidiary of Legg<br />

Mason. Legg Mason, whose principal executive offices are at 100 Light Street, Baltimore, Maryland 21202, is a global asset<br />

management company. As of December 31, 2006, ClearBridge had assets under management of approximately $115.8 billion.<br />

Davis Advisors (Davis) managed approximately $98 billion in assets as of December 31, 2006. Davis’ address is 2949 East Elvira<br />

Road, Suite 101, Tucson, Arizona 85706.<br />

Dreman Value Management LLC (Dreman) had approximately $21.6 billion under management as of December 29, 2006. Dreman’s<br />

address is Harborside Financial Center, Plaza 10, Suite 800, Jersey City, NJ 07311.<br />

Eagle Asset Management (Eagle) is a wholly-owned subsidiary of Raymond James Financial,Inc. that was founded in 1976. Eagle<br />

employs approximately 44 investment professionals, and has approximately $13 billion in assets under management as of December<br />

31, 2006. Eagle’s address is 880 Carillon Parkway, St. Petersburg, Florida 33716.<br />

Goldman Sachs Asset Management, L.P. (GSAM) has been registered as an investment adviser with the SEC since 1990 and is an<br />

affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of December 31, 2006, GSAM had assets under management of $627.6<br />

billion. GSAM’s address is 32 Old Slip, New York, New York 10005.<br />

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Hotchkis and Wiley Capital Management LLC (Hotchkis and Wiley) is a registered investment adviser, the primary members of which<br />

are HWCap Holdings, a limited liability company whose members are current and retired employees of Hotchkis and Wiley and<br />

Stephens-HW, LLC, a limited liability company whose primary member is SF Holding Corp., which is a diversified holding company.<br />

As of December 31, 2006, Hotchkis and Wiley had approximately $35.6 billion in assets under management. Hotchkis and Wiley’s<br />

address is 725 South Figueroa Street, 39th Floor, Los Angeles, California 90017-5439.<br />

J.P. Morgan Investment Management Inc. (J.P. Morgan) is an indirect wholly-owned subsidiary of J.P. Morgan Chase Co., a publicly<br />

held bank holding company and global financial services firm. JP Morgan manages assets for governments, corporations,<br />

endowments, foundations and individuals worldwide. As of December 31, 2006, J.P. Morgan and its affiliated companies had<br />

approximately $1,013 billion in assets under management worldwide. J.P. Morgan’s address is 245 Park Avenue, New York, New York<br />

10167.<br />

LSV Asset Management (LSV) was formed in 1994. LSV is a quantitative value equity manager providing active asset management for<br />

institutional clients through the application of proprietary models. As of December 31, 2006, LSV had approximately $70 billion in<br />

assets under management. LSV’s address is One North Wacker Drive, Suite 4000, Chicago, Illinois 60606.<br />

Marsico Capital Management, LLC (Marsico) was organized in September 1997 as a registered investment adviser and became a<br />

wholly-owned indirect subsidiary of Bank of America Corporation in January 2001. Marsico provides investment management<br />

services to other mutual funds and private accounts and, as of December 31, 2006, had approximately $83.7 billion under<br />

management. Thomas F. Marsico is the founder and Chief Executive Officer of Marsico. Marsico’s address is 1200 17th Street, Suite<br />

1600, Denver, Colorado 80202.<br />

Neuberger Berman Management Inc. (Neuberger Berman) is a wholly owned subsidiary of Neuberger Berman Inc. (“NBI”), which is<br />

a wholly owned subsidiary of Lehman Brothers Holdings Inc. (“LBHI”). LBHI, which trades on the New York Stock Exchange under<br />

the ticker symbol “LEH” through its subsidiaries (LBHI and its subsidiaries collectively “Lehman Brothers”), is one of the leading<br />

global investment banks, serving institutional, corporate, government and high net worth individual clients. Lehman Brothers, which<br />

is a registered broker-dealer, futures commission merchant and investment adviser, provides a full array of capital markets products,<br />

investment banking services and investment management and advisory services worldwide. Neuberger Berman and its affiliates had<br />

approximately $126.9 billion in assets under management as of December 31, 2006. Neuberger Berman’s address is 605 Third<br />

Avenue, New York, New York 10158.<br />

Pacific Investment Management Company LLC (PIMCO) a Delaware limited liability company, is a majority-owned subsidiary of<br />

Allianz Global Investors of America L.P., (“AGI LP”). Allianz SE (“Allianz SE”) is the indirect majority owner of AGI LP. Allianz SE is a<br />

European-based, multinational insurance and financial services holding company. As of December 31, 2006, PIMCO managed over<br />

$667.8 billion in assets. PIMCO’s address is 840 Newport Center Drive, Newport Beach, California 92660.<br />

T. Rowe Price Associates, Inc. (T. Rowe Price) and its affiliates managed approximately $334.7 billion in assets as of December 31,<br />

2006, including $41.6 billion in assets managed by T. Rowe Price International, Inc. T. Rowe Price’s address is 100 East Pratt Street,<br />

Baltimore, Maryland 21202.<br />

Thornburg Investment Management, Inc. (Thornburg) is an independent, employee-owned investment management firm located in<br />

Santa Fe, New Mexico. The firm was founded in 1982 and began providing investment management services to clients in 1984.<br />

Thornburg uses a fundamental, bottom-up approach to investing which centers on the intrinsic value of each investment. As of<br />

December 31, 2006, Thornburg had approximately $33.7 billion in assets under management. Thornburg’s address is 119 East Marcy<br />

Street, Santa Fe, New Mexico 87501.<br />

William Blair & Company LLC (William Blair). Since the founding of the firm in 1935, William Blair has been dedicated to<br />

researching, financing and investing in high quality growth companies through four primary divisions: investment banking, sales and<br />

trading, asset management and private capital. As of December 31, 2006, William Blair managed approximately $42.9 billion in<br />

assets. William Blair’s address is 222 West Adams Street, Chicago, Illinois 60606.<br />

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PORTFOLIO MANAGERS<br />

Information about the portfolio managers responsible for the day-to-day management of the Fund’s Portfolios is set forth below.<br />

In addition to the information set forth below, the Fund’s Statement of Additional Information (SAI) provides additional information<br />

about each Portfolio Manager’s compensation, other accounts managed by each Portfolio Manager, and each Portfolio Manager’s<br />

ownership of shares of the Fund’s Portfolios.<br />

Conservative Balanced Portfolio and Flexible Managed Portfolio<br />

Fixed-Income Segments<br />

Kay T. Willcox and Malcolm Dalrymple of the Fixed Income unit (PIM-Fixed Income) of <strong>Prudential</strong> Investment Management, Inc.<br />

manage the fixed income segments of the Portfolios. Kay T. Willcox, Managing Director, has managed the fixed income portion of the<br />

Portfolios since 1999. She is also portfolio manager for PIM-Fixed Income’s Core Fixed Income Strategy and is a mortgage portfolio<br />

manager. Formerly, Ms. Willcox managed a segment of The <strong>Prudential</strong> Insurance Company of America’s proprietary portfolio and<br />

mutual fund fixed income portfolios, and handled mortgage-backed security analysis and trading. Ms. Willcox joined <strong>Prudential</strong><br />

Financial in 1987. She has 24 years of investment experience.<br />

Malcolm Dalrymple, Principal, has managed the fixed income portion of the Portfolios with Ms. Willcox since 1999. He is also a<br />

portfolio manager for PIM-Fixed Income’s Structured and Short Maturity Strategies and is a corporate bond portfolio manager. He has<br />

specialized in corporate bonds since 1990. Earlier, he was a money markets portfolio manager. He joined <strong>Prudential</strong> Financial in<br />

1979 as a securities lending trader and a bank analyst. Mr. Dalrymple has 23 years of investment experience.<br />

Equity Segments<br />

QMA typically follows a team approach in the management of its portfolios. Margaret Stumpp, John Moschberger, Michael Lenarcic<br />

and Stacie Mintz are the members of QMA’s portfolio management team primarily responsible for the day-to-day management of the<br />

equity portion of the Conservative Balanced Portfolio.<br />

Margaret S. Stumpp, PhD, is the Chief Investment Officer of QMA. She is a portfolio manager for enhanced index equity portfolios for<br />

institutional investors and mutual fund clients. Maggie is extensively involved in quantitative research in asset allocation, security<br />

selection and portfolio construction for QMA. Maggie joined QMA’s predecessor in 1987. She has published articles on finance and<br />

economics in numerous publications, including, The Financial Analysts Journal , The Journal of Portfolio Management , The Journal of<br />

Investment Management and Award Papers in Public Utility Economics . Maggie earned a BA cum laude with distinction in<br />

Economics from Boston University, and holds an AM and PhD in Economics from Brown University. She has managed the<br />

Conservative Balanced Portfolio since 1998.<br />

John W. Moschberger, CFA, is a Managing Director of QMA. John has managed both retail and institutional account portfolios<br />

benchmarked against the S&P 500, S&P 600, Russell 2000, Topix, MSCI EAFE, and MSCI Kokusai. He is also responsible for trading<br />

foreign and domestic equitiesand foreign exchange and derivative instruments. He joined QMA’s predecessor in 1986. John earned a<br />

BS in Finance from the University of Delawareand an MBA from Fairleigh Dickinson University. He has managed the Conservative<br />

Balanced Portfolio since 1998.<br />

Michael A. Lenarcic, PhD, is a Managing Director of QMA. He manages single client accounts and co-manages two commingled<br />

balanced portfolios. He joined QMA’s predecessor in 1985. Previously, Mike was a vice president at Wilshire Associates, a pension<br />

consulting firm, where he was head of the Asset Allocation Division. In this capacity, he worked with plan sponsors and investment<br />

managers in the selection of appropriate investment policies. Earlier, Mike was an assistant professor at Northeastern University<br />

where he taught Finance and Economics. He earned a BA in Business Administration from Kent State University, and holds an AM<br />

and PhD in Business Economics from Harvard University. He has managed the Conservative Balanced Portfolio since 2000.<br />

Stacie L. Mintz is a Principal of QMA. Stacie manages the overall asset allocation for several large pension plans. In addition, she<br />

manages several retail balanced portfolios and an institutional tax managed equity fund. Stacie started with the <strong>Prudential</strong> Asset<br />

Management Group in 1992 as a member of the Comptroller’s Group. She joined QMA’s predecessor in 1994 to work with the<br />

balanced management business. In 1997, she became a member of QMA’s Investment Committee. Stacie earned a BA in Economics<br />

from Rutgers University and an MBA in Finance from New York University. She has managed the Conservative Balanced Portfolio<br />

since 2006.<br />

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Margaret Stumpp, Michael Lenarcic and Stacie Mintz are primarily responsible for the day-to-day management of the equity portion<br />

of the Flexible Managed Portfolio.Their backgrounds are discussed above.Ms. Stumpp has managed the Flexible Managed Portfolio<br />

since 2000. Mr. Lenarcic and Ms. Mintz began managing the Flexible Managed Portfolio in 2006.<br />

Diversified Bond Portfolio<br />

Steven Kellner, Robert Tipp, and David Bessey of PIM-Fixed Income are primarily responsible for the day-to-day management of the<br />

Portfolio.<br />

Steven Kellner, CFA, is Managing Director and Head of Credit Related Strategies for PIM-Fixed Income, including U.S. Investment<br />

Grade Corporate Bonds, High Yield, Emerging Markets, and Bank Loans. He also is a senior portfolio manager for Investment Grade<br />

Corporate Bonds and is co-portfolio manager for Core Plus strategies. He has managed the Portfolio since 1999. Previously, Mr.<br />

Kellner managed U.S. corporate bonds for <strong>Prudential</strong> Financial’s proprietary fixed income portfolios. He joined <strong>Prudential</strong> Financial<br />

in 1986 and has 20 years of investment experience.<br />

Robert Tipp, CFA, is Managing Director and Chief Investment Strategist for PIM-Fixed Income. He has managed the Portfolio since<br />

2003. He is also portfolio manager for Asset-Liability, TIPs, and Global Bond strategies, and is co-portfolio manager of Core Plus, U.S.<br />

Government, and Municipal Bond strategies. Previously, Mr. Tipp served as co-head of <strong>Prudential</strong> Financial’s institutional fixed<br />

income business. Before joining <strong>Prudential</strong> Financial in 1991, Mr. Tipp was a Director in the Portfolio Strategies Group at First Boston<br />

Corporation. Prior to that, he was a senior analyst at the Allstate Research Planning Center, and managed fixed income and equity<br />

derivative strategies at Wells Fargo Investment Advisors. Mr. Tipp has 23 years of investment experience.<br />

David Bessey is Managing Director and Head of the Emerging Markets Team. Mr. Bessey is also co-portfolio manager for all Core<br />

Plus Fixed Income strategies. He has managed the Portfolio since 2004. From 1994 to 1999, Mr. Bessey was a senior portfolio<br />

manager for emerging markets portfolios and U.S. investment grade assets. Previously, he developed asset allocation strategies for<br />

insurance portfolios and managed <strong>Prudential</strong> Financial’s long-term funding book. Mr. Bessey joined <strong>Prudential</strong> Financial in 1989 and<br />

has 17 years of investment experience.<br />

Equity Portfolio<br />

Spiros “Sig” Segalas, Blair A. Boyer and David A. Kiefer, CFA, are the portfolio managers of the portion of the Portfolio managed by<br />

Jennison. Mr. Segalas, Mr. Boyer and Mr. Kiefer generally have final authority over all aspects of the portion of the Portfolio’s<br />

investment portfolio managed by Jennison, including but not limited to, purchases and sales of individual securities, portfolio<br />

construction, risk assessment and management of cash flows.<br />

Spiros “Sig” Segalas was a founding member of Jennison in 1969 and is currently a Director, President and Chief Investment Officer<br />

of Jennison. He received his B.A. from Princeton University in 1955 and is a member of The New York Society of Security Analysts,<br />

Inc. He has managed the portion of the Portfolio managed by Jennison since February 2005.<br />

Blair A. Boyer is a Managing Director of Jennison, which he joined in March 1993. In January 2003, Mr. Boyer joined the growth<br />

equity team, after co-managing international equity portfolios since joining Jennison. During his tenure as an international equity<br />

portfolio manager, he managed the Jennison International Growth Fund from its inception in March 2000. Mr. Boyer managed<br />

international equity portfolios at Arnhold & S. Bleichroeder, Inc. from 1989 to 1993. Prior to that, he was a research analyst and then<br />

a senior portfolio manager in the Verus Capital division at Bleichroeder. Mr. Boyer graduated from Bucknell University in 1983 with a<br />

B.A. in Economics. He received a M.B.A. in Finance from New York University in 1989. He has managed the portion of the Portfolio<br />

managed by Jennison since January 2005.<br />

David A. Kiefer, CFA, is a Managing Director of Jennison, which he joined in September 2000. He was appointed Jennison’s Head of<br />

Large Cap Value Equity in January 2004, having managed diversified large capitalization portfolios since 1999 and large cap blend<br />

equity assets since 2000. He managed the <strong>Prudential</strong> Utility Fund, now known as the Jennison Utility Fund, from 1994 to June 2005.<br />

He joined <strong>Prudential</strong>’s management training program in 1986. From 1988 to 1990, Mr. Kiefer worked at <strong>Prudential</strong> Power Funding<br />

Associates, making loans to the utility and power industry. He then left to attend business school, rejoining <strong>Prudential</strong> in equity asset<br />

management in 1992. Mr. Kiefer earned a B.S. from Princeton University and a M.B.A. from Harvard Business School. He has<br />

managed the portion of the Portfolio managed by Jennison since August 2000.<br />

The portfolio managers for the portion of the Portfolio managed by Jennison are supported by other Jennison portfolio managers,<br />

research analysts and investment professionals. Jennison typically follows a team approach in providing such support to the portfolio<br />

80


managers. The teams are generally organized along product strategies (e.g., large cap growth, large cap value) and meet regularly to<br />

review the portfolio holdings and discuss security purchase and sales activity of all accounts in the particular product strategy. Team<br />

members provide research support, make securities recommendations and support the portfolio managers in all activities. Members<br />

of the team may change from time to time.<br />

Michael Kagan, a Managing Director of ClearBridge, has been responsible for the day-to-day management of the portion of the<br />

Portfolio advised by ClearBridge since February 2001. Mr. Kagan has been with ClearBridge or its predecessor entities since 1994.<br />

Michael Kagan is a Managing Director, Co-Director of Research and Senior Portfolio Manager at ClearBridge Advisors. Michael<br />

joined a predecessor organization in 1994 and has 21 years investment industry experience. He is an Investment Committee Member<br />

and manages large cap core, sector neutral strategies. Michael previously was employed as an Equity Analyst for Zweig Advisors and<br />

portfolio manager of the Fidelity Select Construction and Housing Fund at Fidelity Investments. Mr. Kagan received his BA in<br />

Economics from Harvard College and attended MIT Sloan School of Management.<br />

Global Portfolio<br />

W. George Greig, is responsible for the day-to-day management of the portion of the Portfolio advised by William Blair. Mr. Greig, a<br />

principal of William Blair, has headed the firm’s international investment management team since 1996. He serves as the Portfolio<br />

Manager for the William Blair International Growth Fund as well as leading the Portfolio Team on separately managed portfolios.<br />

Before joining William Blair, he headed international equities for PNC Bank in Philadelphia from 1995 to 1996 and previously served<br />

as Investment Director with London-based Framlington Group PLC as well as managing global and emerging markets funds there. He<br />

has over twenty-five years of experience in domestic and international investment research and portfolio management. Education: B.<br />

S., Massachusetts Institute of Technology; M.B.A., Wharton School of the University of Pennsylvania.<br />

Josef Lakonishok, Robert Vishny, Menno Vermeulen and Puneet Mansharamani are responsible for the day-to-day management of the<br />

portion of the Global Portfolio advised by LSV since December 2005. Mr. Mansharamani joined the portfolio management team in<br />

January 2006. Josef Lakonishok has served as CEO, Partner and Portfolio Manager for LSV since its founding in 1994. He has more<br />

than 25 years of investment and research experience. In addition to his duties at LSV, Mr. Lakonishok serves as the William G. Karnes<br />

Professor of Finance at the University of Illinois at Urbana-Champaign.<br />

Robert Vishny has served as Partner and Portfolio Manager of LSV since its founding in 1994. He has more than 18 years of<br />

investment and research experience.<br />

Menno Vermeulen, CFA, has served as a Portfolio Manager and Senior Quantitative Analyst of LSV since 1995 and a Partner since<br />

1998. He has more than 13 years of investment and research experience. Prior to joining LSV, Mr. Vermeulen served as a portfolio<br />

manager for ABP Investments.<br />

Puneet Mansharamani, CFA, is a Partner and Portfolio Manager of LSV since January 2006. Mr. Mansharamani has previously served<br />

as a Quantitative Analyst of LSV since 2000. He has more than 7 years of investment experience. Prior to joining LSV, Mr.<br />

Mansharamani was an Analyst at Institutional Trust National City Corporation.<br />

Thomas F. Marsico is responsible for the day-to-day management of the portion of the Global Portfolio advised by Marsico since<br />

December 2005. Mr. Marsico is the Chief Investment Officer of Marsico and has over 20 years of experience as a securities analyst<br />

and a portfolio manager.<br />

Brian Rogers, David Giroux, and John Linehan are responsible for the day-to-day management of the portion of the Global Portfolio<br />

advised by T. Rowe Price. Brian Rogers is the Chief Investment Officer of T. Rowe Price Group, Inc. In addition he manages major<br />

institutional equity portfolios and serves as President of the Equity Income Fund. He serves on the Board of Directors of T. Rowe Price<br />

Group and is a member of the Management Committee. His other responsibilities include serving on the Equity, Fixed Income,<br />

International, and Asset Allocation committees. Prior to joining the firm in 1982, Brian was employed by Bankers Trust Company. He<br />

earned an A.B. from Harvard College and an M.B.A. from Harvard Business School. David Giroux is Vice President of T. Rowe Price<br />

Group, Inc. He is also a Portfolio Manager and Research Analyst in the Equity Division following automotive, electrical equipment,<br />

industrial manufacturing, and building materials/products industries. David is a Vice President and Investment Advisory Committee<br />

member of the Dividend Growth Fund, Value Fund, Capital Appreciation Fund, Capital Opportunity Fund, Growth Income Fund, and<br />

Equity Income Fund. Prior to joining the firm in 1998, he worked as a Commercial Credit Analyst with Hillsdale National Bank.<br />

David earned a B.A. in Finance and Political Economy with honors from Hillsdale College. He also earned the Chartered Financial<br />

Analyst accreditation.<br />

81


John Linehan is a Vice President of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc. He is also a Portfolio Manager in the<br />

Equity Division. John is President of the Value Fund and Chairman of the fund’s Investment Advisory Committee. He also co-manages<br />

several of the firm’s separate account portfolios as a member of the Large-Cap Strategy Team and is the Lead Portfolio Manager for the<br />

SICAV U.S. Large-Cap Value Equity Fund. In addition, John is also a Vice President and member of the Investment Advisory<br />

Committee of the Equity Income Fund, New Era Fund and Global Stock Fund. In addition, he is a Vice President of the Capital<br />

Appreciation Fund. John joined the firm in 1998 and has nine years of previous investment experience at Bankers Trust and E.T.<br />

Petroleum. He earned a B.A. from Amherst College and an M.B.A. from Stanford University where he was the Henry Ford <strong>II</strong> Scholar,<br />

an Arjay Miller Scholar, and the winner of the Alexander A. Robichek Award in Finance. He has also earned the Chartered Financial<br />

Analyst accreditation.<br />

High Yield Bond Portfolio<br />

The Portfolio is managed by the High Yield Team at PIM-Fixed Income. The Team is headed by Paul Appleby and also includes<br />

portfolio managers Richard Burns, Stephen Haeckel, Terence Wheat, and Michael Collins.<br />

Paul Appleby, CFA, is Managing Director and Head of PIM-Fixed Income’s High Yield Team. He oversees all portfolio management<br />

and trading activities for high yield portfolios. Previously, Mr. Appleby was Director of Credit Research and Chief Equity Strategist for<br />

<strong>Prudential</strong> Financial’s proprietary portfolios. He also was a high yield credit analyst and worked in <strong>Prudential</strong> Financial’s private<br />

placement group. Mr. Appleby joined <strong>Prudential</strong> Financial in 1987 and has 20 years of investment experience. He has managed the<br />

Portfolio since 1999.<br />

Richard Burns, CFA, is Principal and portfolio manager on PIM-Fixed Income’s High Yield Team. He is responsible for proprietary<br />

high yield portfolios and specializes in the telecommunications, energy,and cable sectors. Mr. Burns joined <strong>Prudential</strong> Financial in<br />

1986 as a research analyst. Prior to joining <strong>Prudential</strong> Financial, Mr. Burns worked in public accounting at Peat, Marwick, and<br />

Mitchell and at Colgate Palmolive. He has managed the Portfolio since 1999 and has 24 years of overall investment experience.<br />

Stephen Haeckel is Principal and portfolio manager on PIM-Fixed Income’s High Yield Team. Mr. Haeckel specializes in the media,<br />

industrials, homebuilders, and transportation sectors. Before joining the High Yield Team in 1999, Mr. Haeckel was credit analyst<br />

with PIM-Fixed Income. He also worked in the Corporate Finance and Financial Restructuring groups, managing <strong>Prudential</strong><br />

Financial’s private investments. Mr. Haeckel served on the Board of Directors of three private companies in conjunction with the<br />

Financial Restructuring Group. He joined <strong>Prudential</strong> Financial in 1990. Previously, he was an Investment Officer at MONY Capital<br />

Management. Mr. Haeckel has managed the Portfolio since 1999 and has 20 years investment experience.<br />

Terence Wheat, CFA, is Principal and portfolio manager on PIM-Fixed Income’s High Yield Team. Prior to assuming his current<br />

position in 2005, Mr. Wheat spent 12 years as a credit analyst in PIM-Fixed Income’s Credit Research Group, where he was<br />

responsible for the consumer products, gaming and leisure, retail, supermarkets, and textile/apparel industries. Mr. Wheat covered<br />

high yield bonds from 1998 to 2003, and investment grade issues from 1993 to 1998. Earlier, he worked for <strong>Prudential</strong>’s Financial<br />

Management Group and Individual Insurance Unit. Mr. Wheat joined <strong>Prudential</strong> Financial in 1988 and has 13 years of investment<br />

experience.<br />

Michael J. Collins, CFA, is Principal on PIM-Fixed Income’s High Yield Team, responsible for investment strategy and risk<br />

management. Prior to his current role, Mr. Collins was Senior Investment Strategist, covering all fixed income sectors. Previously, he<br />

was a credit research analyst with <strong>Prudential</strong>. He also developed proprietary quantitative international interest rate and currency<br />

valuation models for our global bond unit. Mr. Collins began his career at <strong>Prudential</strong> Financial in 1986 as a software applications<br />

designer. He has managed the Portfolio since 2001 and has 13 years of investments experience.<br />

Jennison Portfolio<br />

Michael A. Del Balso, Spiros “Sig” Segalas and Kathleen A. McCarragher are the portfolio managers of the Portfolio. Mr. Del Balso<br />

generally has final authority over all aspects of the Portfolio’s investment portfolio, including but not limited to, purchases and sales<br />

of individual securities, portfolio construction, risk assessment and management of cash flows.<br />

Michael A. Del Balso joined Jennison in May 1972 and is currently a Managing Director of Jennison. He is also Jennison’s Director of<br />

Research for Growth Equity. Mr. Del Balso graduated from Yale University in 1966 and received his M.B.A. from Columbia University<br />

in 1968. He is a member of The New York Society of Security Analysts, Inc. He has managed the Portfolio since April 2000.<br />

Spiros “Sig” Segalas was a founding member of Jennison in 1969 and is currently a Director, President and Chief Investment Officer<br />

82


of Jennison. He received his B.A. from Princeton University in 1955 and is a member of The New York Society of Security Analysts,<br />

Inc. He has managed the Portfolio since February 1999.<br />

Kathleen A. McCarragher joined Jennison in May 1998 and is a Managing Director of Jennison. She is also Jennison’s Head of<br />

Growth Equity. Prior to joining Jennison, she was employed at Weiss, Peck & Greer L.L.C. for six years as a Managing Director and<br />

the Director of Large Cap Growth Equities. Ms. McCarragher graduated summa cum laude from the University of Wisconsin with a B.<br />

B.A. in 1977 and received her M.B.A. from Harvard Business School in 1982. She has managed the Portfolio since February 1999.<br />

The portfolio managers for the Portfolio are supported by other Jennison portfolio managers, research analysts and investment<br />

professionals. Jennison typically follows a team approach in providing such support to the portfolio managers. The teams are<br />

generally organized along product strategies (e.g., large cap growth, large cap value) and meet regularly to review the portfolio<br />

holdings and discuss security purchase and sales activity of all accounts in the particular product strategy. Team members provide<br />

research support, make securities recommendations and support the portfolio managers in all activities. Members of the team may<br />

change from time to time.<br />

Money Market Portfolio<br />

Joseph M. Tully, Manolita Brasil, Robert Browne and Douglas Spratley of PIM-Fixed Income are primarily responsible for the day-today<br />

management of the Portfolio. Joseph M. Tully, Managing Director, has managed the Portfolio since 1995.Prior to joining<br />

<strong>Prudential</strong> Financial in 1987, he worked for Merrill Lynch Asset Management as portfolio manager and senior bank credit analyst,<br />

and was an assistant national bank examiner for the Office of the Comptroller of the Currency. Mr. Tully has 22 years of experience<br />

managing short-term fixed income investments, and 24 years of total investment experience.<br />

Manolita Brasil is Vice President and portfolio manager and has managed the Portfolio since 1996. In addition, Ms. Brasil coordinates<br />

credit research for commercial paper and other short-term instruments. She has been managing money market portfolios for PIM-<br />

Fixed Income since 1988. Previously, she managed the money markets support staff. Ms. Brasil joined <strong>Prudential</strong> Financial in 1979<br />

and has 19 years of investment experience.<br />

Robert T. Browne is Vice President and portfolio manager and has managed the Portfolio since 1998. Before assuming his current<br />

position in 1995, he spent two years analyzing and trading currency and global bonds, and handling operations, marketing,<br />

compliance and business planning functions. Mr. Browne joined <strong>Prudential</strong> Financial in 1989 and has 13 years of total investment<br />

experience.<br />

Douglas Spratley , CFA, is a Senior Associate and portfolio manager, responsible for managing short-term portfolios and trading<br />

repurchase agreements. Prior to assuming his current position in 1998, Mr. Spratley was an investment analyst for the <strong>Prudential</strong><br />

Capital Group. He joined <strong>Prudential</strong> in 1992 and has 10 years of investment experience.<br />

Stock Index Portfolio<br />

QMA typically follows a team approach in the management of its portfolios.<br />

John W. Moschberger, CFA, is a Managing Director of QMA and is the member of QMA’s portfolio management team primarily<br />

responsible for the day-to-day management of the Portfolio. John has managed both retail and institutional account portfolios<br />

benchmarked against the S&P 500, S&P 600, Russell 2000, Topix, MSCI EAFE, and MSCI Kokusai. He is also responsible for trading<br />

foreign and domestic equities and foreign exchange and derivative instruments. He joined QMA’s predecessor in 1986. John earned a<br />

BS in Finance from the University of Delaware, and an MBA from Fairleigh Dickinson University. He has managed the Portfolio since<br />

1990.<br />

Value Portfolio<br />

David A. Kiefer, CFA, and Avi Z. Berg are the portfolio managers of the Portfolio. Mr. Kiefer and Mr. Berg generally have final<br />

authority over all aspects of the Portfolio’s investment portfolio, including but not limited to, purchases and sales of individual<br />

securities, portfolio construction, risk assessment and management of cash flows.<br />

David A. Kiefer, CFA, is a Managing Director of Jennison, which he joined in September 2000. He was appointed Jennison’s Head of<br />

Large Cap Value Equity in January 2004, having managed diversified large capitalization portfolios since 1999 and large cap blend<br />

83


equity assets since 2000. He managed the <strong>Prudential</strong> Utility Fund, now known as the Jennison Utility Fund, from 1994 to June 2005.<br />

He joined <strong>Prudential</strong>’s management training program in 1986. From 1988 to 1990, Mr. Kiefer worked at <strong>Prudential</strong> Power Funding<br />

Associates, making loans to the utility and power industry. He then left to attend business school, rejoining <strong>Prudential</strong> in equity asset<br />

management in 1992. Mr. Kiefer earned a B.S. from Princeton University and a M.B.A. from Harvard Business School. He has<br />

managed the Portfolio since January 2004.<br />

Avi Z. Berg, is a Managing Director of Jennison, which he joined in January 2001. Prior to that, he was with Goldman Sachs Asset<br />

Management from 1997 to 2000 as an Equity Research Associate for their small and mid cap value funds. From 1995 to 1997, Mr.<br />

Berg worked in equity research at Schroder Wertheim & Co. and Fir Tree Partners. From 1991 to 1995, he was a consultant with Price<br />

Waterhouse LLP. Mr. Berg received his A.B. in Economics magna cum laude from Harvard University in 1991 and his M.B.A. in<br />

Finance and Accounting with honors and distinctions from Columbia Business School in 1997. He has managed the Portfolio since<br />

January 2004.<br />

The portfolio managers for the Portfolio are supported by other Jennison portfolio managers, research analysts and investment<br />

professionals. Jennison typically follows a team approach in providing such support to the portfolio managers. The teams are<br />

generally organized along product strategies (e.g., large cap growth, large cap value) and meet regularly to review the portfolio<br />

holdings and discuss security purchase and sales activity of all accounts in the particular product strategy. Team members provide<br />

research support, make securities recommendations and support the portfolio managers in all activities. Members of the team may<br />

change from time to time.<br />

SP AIM Core Equity Portfolio<br />

Ronald S. Sloan, Senior Portfolio Manager, is primarily responsible for the day-to-day management of the Portfolio. He has been<br />

responsible for the Portfolio since 2002. Mr. Sloan joined AIM Capital in 1998 from Verissimo Research and Management, where he<br />

served as president since 1993. He is a Chartered Financial Analyst and is assisted by the Mid/Large Cap Core Team, which may be<br />

comprised of portfolio managers, research analysts and other investment professionals of the advisor. Team members provide research<br />

support and make securities recommendations with respect to the fund’s portfolio, but do not have day-to-day management<br />

responsibilities with respect to the fund’s portfolio. Members of the team may change from time to time.<br />

SP Davis Value Portfolio<br />

Christopher C. Davis and Kenneth Charles Feinberg are primarily responsible for the day-to-day management of the Portfolio.<br />

Christopher C. Davis is President of Davis New York Venture Fund, Inc. and manages or co-manages other equity funds advised by<br />

Davis Advisors. He has been portfolio manager of Davis New York Venture Fund since October 1995. From September 1989 to<br />

September 1995, he was Assistant Portfolio Manager and research analyst working with Shelby M.C. Davis. He has managed the<br />

Portfolio since its inception in September 2000.<br />

Kenneth Charles Feinberg has been the co-portfolio manager of Davis New York Venture Fund with Christopher C. Davis since May<br />

1998. He also co-manages other equity funds advised by Davis Advisors. Mr. Feinberg was a research analyst at Davis Advisors<br />

beginning in December 1994, and he was Assistant Vice President of Investor Relations for Continental Corp. from 1988 to 1994. He<br />

has managed the Portfolio since its inception in September 2000.<br />

SP International Growth Portfolio<br />

W. George Grieg is responsible for the day-to-day management of the segment of the Portfolio managed by William Blair. Mr. Grieg is<br />

a principal of William Blair and joined the firm in 1996 as an international portfolio manager. Mr. Grieg has managed the Portfolio<br />

since William Blair became a subadviser to the Portfolio in May 2004.<br />

James G. Gendelman is the portfolio manager for the segment of the Portfolio managed by Marsico. Prior to joining Marsico in May<br />

of 2000, Mr. Gendelman spent thirteen years as a Vice President of International Sales for Goldman, Sachs Co. He holds a bachelor’s<br />

degree in Accounting from Michigan State University and an MBA in Finance from the University of Chicago. Mr. Gendelman was a<br />

certified public accountant for Ernst Young from 1983 to 1985. Mr. Gendelman has managed the Portfolio since Marsico became a<br />

subadviser to the Portfolio in November 2006.<br />

84


SP International Value Portfolio<br />

The LSV segment of the Portfolio is co-managed by Josef Lakonishok, Robert Vishny, Menno Vermeulen, CFA and Puneet<br />

Mansharamani, CFA. Mr. Lakonishok has served as CEO, Partner and Portfolio Manager for LSV since its founding in 1994. He has<br />

more than 25 years of investment and research experience. In addition to his duties at LSV, Mr. Lakonishok serves as the William G.<br />

Karnes Professor of Finance at the University of Illinois at Urbana-Champaign. Mr. Vishny has served as a Partner and Portfolio<br />

Manager of LSV since its founding in 1994. He has more than 18 years of investment and research experience. Mr. Vermeulen has<br />

served as a Portfolio Manager and Senior Quantitative Analyst of LSV since 1995 and a Partner since 1998. He has more than 13<br />

years of investment experience. Prior to joining LSV, Mr. Vermuelen served as a portfolio manager for ABP Investments. Mr.<br />

Mansharamani is a Partner and Portfolio Manager since January2006. Mr. Mansharamani has previously served as a Quantitative<br />

Analyst of LSV since 2000. He has more than 7 years of investment experience. Prior to joining LSV. Mr. Mansharamani was an<br />

Analyst at Institutional Trust National City Corporation. Messrs. Lakonishok, Vishny and Vermeulen have managed the LSV portion of<br />

the Portfolio since LSV became a subadviser to the Portfolio in November 2004. Mr. Mansharamani joined the portfolio management<br />

team in January 2006.<br />

The portfolio managers responsible for the day-to-day management of the Thornburg portion of the SP International Value Portfolio<br />

are William V. Fries, CFA, a Managing Director of Thornburg, Wendy Trevisani, a Managing Director of Thornburg , and Lei Wang,<br />

CFA, also a Managing Director of Thornburg, who serve as co-portfolio managers. Mr. Fries serves as the lead portfolio manager for<br />

the segment of the Portfolio advised by Thornburg. Before joining Thornburg in May 1995, Mr. Fries managed equity mutual funds for<br />

16 years with another mutual fund management company. Before joining Thornburg in March 1999, Ms. Trevisani served as an<br />

institutional sales representative for Salomon Smith Barney in both New York City and London. Ms. Trevisani holds an MBA degree<br />

with a concentration in Finance from Columbia University, and a BA in International Relations from Bucknell University.<br />

Lei Wang joined Thornburg Investment Management in 2004 as an Associate Portfolio Manager. Prior to joining Thornburg, Mr. Wang<br />

served as a research analyst at Enso Capital Management LLC in New York City. He has also worked as a Financial Associate at<br />

Deutsche Bank in both London and New York City. Previously, Mr. Wang was an Analyst with The People’s Bank of China (China’s<br />

central bank) in Shanghai, China. He completed his BA and MA at East China Normal University and received his MBA in Finance<br />

from New York University. He has earned the right to use the CFA designation and is a member of the CFA Institute and Security<br />

Analyst Society of New York.<br />

SP Large Cap Value Portfolio<br />

Raffaele Zingone and Terance Chen are primarily responsible for the day-to-day management of the portion of the Portfolio managed<br />

by J.P. Morgan. Mr. Zingone, Vice President of J.P. Morgan, is a portfolio manager in the U.S. Equity Group. He joined J.P. Morgan in<br />

1991. Mr. Chen, Vice President of J.P. Morgan, is a portfolio manager in the U.S. Equity Group. He joined J.P. Morgan in 1994. Mr.<br />

Zingone has managed the Portfolio since January 2004. Mr. Chen has managed the Portfolio since May 2005.<br />

Hotchkis and Wiley also manages institutional separate accounts and is the adviser and subadviser to other mutual funds. The<br />

investment process is the same for similar accounts, including the Portfolio and is driven by team-oriented, in-depth, fundamental<br />

research. The investment research staff is organized by industry coverage and supports all of the accounts managed in each of the<br />

sub-advisor’s investment strategies. Weekly research meetings provide a forum where analysts and portfolio managers discuss current<br />

investment ideas within their assigned industries. Generally, the entire investment team, or a sub-set of the team, then debates the<br />

merits of recommendations, taking into account the prevailing market environment, the portfolio’s current composition, and the<br />

relative value of alternative investments. The culmination of this process is the formation of a “target portfolio” for each investment<br />

strategy representing the best investment ideas with appropriate weights for each of the holdings.<br />

Although the portion of the Portfolio is managed by Hotchkis and Wiley’s investment team, Hotchkis and Wiley has identified the five<br />

portfolio managers with the most significant responsibility for the Portfolio’s assets. Each individual has managed the portion of the<br />

Portfolio assigned to Hotchkis and Wiley since January 2004, with the exception of Mr. Green, who has managed the Portfolio since<br />

February 2007 This list does not include all members of the investment team.<br />

Sheldon Lieberman, George Davis, Patricia McKenna, Stan Majcher and David Green participate in the investment decision process<br />

during the group meetings in which the team decides the stock/weight selection for the target portfolio. They have authority to direct<br />

trading activity on the Fund. Mr. Majcher and Mr. Green are jointly responsible for the day-to-day management of the Fund’s cash<br />

flows, which includes directing the Fund’s purchases and sales to ensure that the Fund’s holdings remain reflective of the “target<br />

portfolio.”<br />

85


Mr. Lieberman, currently Principal and Portfolio Manager of Hotchkis and Wiley, joined Hotchkis and Wiley in 1994 as Portfolio<br />

Manager and Analyst. Mr. Davis, currently Principal, Portfolio Manager and Chief Executive Officer of Hotchkis and Wiley, joined<br />

Hotchkis and Wiley in 1988 as Portfolio Manager and Analyst. Ms. McKenna, currently Principal and Portfolio Manager of Hotchkis<br />

and Wiley, joined Hotchkis and Wiley in 1995 as Portfolio Manager and Analyst. Mr. Majcher, currently Principal and Portfolio<br />

Manager of Hotchkis and Wiley, joined Hotchkis and Wiley in 1996 as Analyst and became Portfolio Manager in 1999. Mr. Green,<br />

currently Principal and Portfolio Manager of Hotchkis and Wiley, joined Hotchkis and Wiley in 1997 as Portfolio Manager and<br />

Analyst.<br />

David N. Dreman and E. Clifton Hoover, Jr. are the portfolio managers for the portion of the Portfolio managed by Dreman.<br />

David N. Dreman. Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and Co-Lead Portfolio Manager.<br />

B<br />

Began investment career in 1957.<br />

B<br />

Founder, Dreman Value Management, L.L.C.<br />

B<br />

Mr. Dreman serves as the lead portfolio manager.<br />

Mr. Dreman is the founder, and Chairman of Dreman Value Management, L.L.C. and also the firm’s Chief Investment Officer. Dreman<br />

Value Management, L.L.C., with $21.6 billion under management as of December 2006, focuses on the assets of mutual funds,<br />

pension, foundation and endowment funds, as well as high net-worth individuals. The Scudder-Dreman High Return Equity Fund,<br />

managed by Mr. Dreman, has been ranked as number one in the Equity-Income group by Lipper Analytical Services since the fund’s<br />

inception in March 18, 1988. Mr. Dreman founded his first investment firm, Dreman Value Management, Inc., in 1977 and served as<br />

its President and then Chairman to 1995, followed by a similar role at Dreman Value Advisors, Inc. from 1995 to 1997.<br />

E. Clifton Hoover, Jr. Co-Chief Investment Officer and Co-Lead Portfolio Manager.<br />

B<br />

Began investment career in 1985<br />

B<br />

Mr. Hoover will serve as the co-lead portfolio manager<br />

B<br />

E. Clifton Hoover, Jr. has over 20 years of investment experience managing portfolios for both large and small-sized companies.<br />

Mr. Hoover joined Dreman from NFJ Investment Group, where he was Managing Director and a Portfolio Manager. Mr. Hoover<br />

successfully oversaw several Large and Small Cap portfolios at NFJ, where he had worked since 1997. In addition, he handled<br />

consultant relationship building and retail channel support From 1992-1997, he served as Vice President-Corporate Finance at Credit<br />

Lyonnais, where he was responsible for the financial analysis and client servicing of a $5 billion diversified corporate portfolio. Prior<br />

to that, Mr. Hoover spent two years as a Financial Analyst for Citibank and five years as a Credit Analyst/Corporate Loan Officer for<br />

RepublicBank (now Bank of America). Mr. Hoover graduated with a Masters in Finance from Texas Tech University in 1985.<br />

SP Mid Cap Growth Portfolio<br />

Calamos Advisors employs a team approach to portfolio management, with teams led by the Co-Chief Investment Officers (the Co-<br />

CIOs) and comprised generally of the Co-CIOs, senior strategy analysts, intermediate analysts and junior analysts. The Co-CIOs and<br />

senior strategy analysts are supported by and lead a team of investment professionals whose valuable contributions create a synergy<br />

of expertise that can be applied across many different investment strategies.<br />

Portfolio holdings ar reviewed and trading activity is discussed on a regular basis by team members. Team members, including the<br />

Co-CIOs and senior strategy analysts, may each make trading decisions guided by the Portfolio’s investment objectives and strategy.<br />

While day-to-day management of the Portfolio is a team effort, the Co-CIOs, along with the senior strategy analysts, have joint<br />

primary and supervisory responsibility for the Portfolio, and work with all team members in developing and executing the Portfolio’s<br />

investment program. The Co-CIOs and senior strategy analysts are identified below.<br />

John P. Calamos, Sr., Co-CIO of Calamos Advisors, generally focuses on the top-down approach of diversifiication by industry sector<br />

and macro-level investment themes. Nick P. Calamos, Co-CIO of Calamos Advisors, also focuses on the top-down approach of<br />

diversification by industry sector and macro-level investment themes and, in addition, focuses on the bottom-up approach and<br />

corresponding research and analysis. John P. Calamos, Jr., John Hillenbrand, Steve Klouda, Jeff Scuderi and Jon Vacko are each senior<br />

strategy analysts.<br />

During the past five years, John P. Calamos, Sr. has been Chairman, CEO and Co-CIO of Calamos Advisors and its predecessor<br />

company. Nick P. Calamos has been Senior Executive Vice President and Co-CIO of Calamos Advisors and its predecessor company.<br />

John P. Calamos, Jr., Executive Vice President of Calamos Advisors, joined the firm in 1985 and has held various senior investment<br />

positions since that time. John Hillenbrand joined Calamos Advisors in 2002 and has been a senior strategy analyst since August<br />

2002. Steve Klouda joined Calamos Advisors in 1994 and has been a senior strategy analyst since July 2002. Jeff Scuderi joined<br />

Calamos Advisors in 1997 and has been a senior strategy analyst since September 2002. Jon Vacko joined Calamos Advisors in 2000<br />

86


and has been a senior strategy analyst since July 2002. John P. Calamos Sr. and Nick P. Calamos have managed the Portfolio since<br />

Calamos Advisors became the Portfolio’s subadviser in December 2002. John P. Calamos, Jr., John Hillenbrand, Steve Klouda, Jeff<br />

Scuderi and Jon Vacko have managed the Portfolio since May 2007.<br />

SP PIMCO High Yield Portfolio<br />

Mark Hudoff of PIMCO is responsible for the day-to-day management of the Portfolio’s assets. Mr. Hudoff is an Executive Vice<br />

President and portfolio manager in the high yield area. He joined PIMCO in 1996, previously having been associated with BCA<br />

where he worked as a fixed income strategist. Mr. Hudoff started as a credit analyst for the high yield team and moved to Europe in<br />

2000 to build and manage our European credit business, including the management of PIMCO’s European High Yield funds. He<br />

currently oversees the European team and our Global High Yield products. Mr. Hudoff has eighteen years of investment experience<br />

and holds a bachelor’s degree in economics from Arizona State University, and an MBA in finance from the University of Chicago<br />

School of Business. Mr. Hudoff has managed the Portfolio since May 2007.<br />

SP PIMCO Total Return Portfolio<br />

Chris Dialynas of PIMCO is responsible for the day-to-day management of the portfolio’s assets. Mr. Dialynas is a Managing Director,<br />

portfolio manager, and a senior member of PIMCO’s investment strategy group. He joined PIMCO in 1980. Mr. Dialynas has written<br />

extensively and lectured on the topic of fixed income investing. He served on the Editorial Board of The Journal of Portfolio<br />

Management and was a member of Fixed Income Curriculum Committee of the Association for Investment Management and<br />

Research. He has twenty-five years of investment experience and holds a bachelor’s degree in economics from Pomona College, and<br />

holds an MBA in finance from The University of Chicago Graduate School of Business. Mr. Dialynas has managed the Portfolio since<br />

September 2000.<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio<br />

John P. Mullman, CFA, is the portfolio manager of the Portfolio and has final authority over all aspects of the Portfolio’s investment<br />

portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction, risk assessment and<br />

management of cash flows.<br />

John P. Mullman, CFA, is a Managing Director of Jennison. He has been in the investment business since 1987, when he joined<br />

<strong>Prudential</strong>. Prior to joining Jennison in August 2000, Mr. Mullman managed institutional portfolios with <strong>Prudential</strong>. He earned his B.<br />

A. in Economics from the College of the Holy Cross in 1982 and his M.B.A. from Yale University in 1987. He is also a member of The<br />

New York Society of Security Analysts, Inc. He has managed the Portfolio since August 2005.<br />

The portfolio manager for the Portfolio is supported by other Jennison portfolio managers, research analysts and investment<br />

professionals. Jennison typically follows a team approach in providing such support to the portfolio managers. The teams are<br />

generally organized along product strategies (e.g., large cap growth, large cap value) and meet regularly to review the portfolio<br />

holdings and discuss security purchase and sales activity of all accounts in the particular product strategy. Team members provide<br />

research support, make securities recommendations and support the portfolio managers in all activities. Members of the team may<br />

change from time to time.<br />

SP Small Cap Growth Portfolio<br />

Michael Fasciano, CFA, is responsible for the day-to-day management of the portion of the Portfolio advised by Neuberger Berman.<br />

Mr. Fasciano has been a managing director of Neuberger Berman since 2001. From 1986 through 2001, Mr. Fasciano was President<br />

of Fasciano Company,Inc. From 1983 to 1986, Mr. Fasciano was an analyst with BCS Financial Corporation. Mr. Fasciano has<br />

managed the portion of the Portfolio advised by Neuberger Berman since May 2005.<br />

Bert Boksen, Senior Vice President and Managing Director of Eagle, is responsible for the portion of the Portfolio advised by Eagle<br />

Asset Management. Mr. Boksen received a B.A. degree in business from City College of New York in 1970 and his M.B.A. in Finance<br />

from St. John’s University in 1977. Mr. Boksen is a Chartered Financial Analyst, and has been a Senior Vice President of Eagle since<br />

April 1995. He has portfolio management responsibilities for the Small Cap Growth Equity accounts. Mr. Boksen was appointed a<br />

Managing Director of Eagle in June1999. Prior to joining Eagle, Mr. Boksen was Senior Vice President and Chief Investment Officer of<br />

Raymond James Associates, Inc. where he was Chairman of the Raymond James Focus Committee. Mr. Boksen has managed the<br />

portion of the Portfolio advised by Eagle since May 2005.<br />

87


SP Small Cap Value Portfolio<br />

GSAM employs a team-based approach to managing its portion of the Portfolio. The portfolio managers primarily responsible for the<br />

day-to-day management of the Portfolio are Chip Otness, Lisa Parisi, Dolores Bamford, Scott Carroll, J. Kelly Flynn, Edward Perkin,<br />

Sally Pope Davis, Robert Crystal and Peter Hable.<br />

James (Chip) B. Otness, CFA: Managing Director; Portfolio Manager<br />

Chip is a Portfolio Manager on the US Value Team, where he oversees the portfolio construction and investment research for the<br />

firm’s Small Cap Value accounts. Chip joined Goldman Sachs Asset Management in 2000. Chip started his career at J.P. Morgan<br />

where he spent 28 years. When he left J.P. Morgan, he was a Managing Director and ran J.P. Morgan Small Cap Institutional Group,<br />

responsible for growing and managing $3.6 billion in assets. Chip brings to GSAM 35 years of fundamental-driven research and<br />

investment management experience, 20 years of that managing small cap funds. He received a BA in Economics from Harvard<br />

University. Chip is a CFA charter holder.<br />

Lisa Parisi, CFA: Managing Director; Portfolio Manager<br />

Lisa is a Portfolio Manager on the US Value Team, where she has broad research responsibilities across the value strategies. Lisa<br />

joined Goldman Sachs Asset Management in 2001. Previously, Lisa started a small cap value strategy for John A. Levin Co. In<br />

addition, she was a managing director at Valenzuela Capital, where she developed a small cap value product and co-managed a mid<br />

cap value product. She started her career working at Lazard Freres on the Small Cap Value Team and has also worked at Royce<br />

Associates and Trust Company of the West. Lisa has 20 years of industry experience. She received a BBA from Adelphi University and<br />

an MBA in Finance from the Stern School of Business at New York University. Lisa is a CFA charter holder.<br />

Dolores Bamford, CFA: Managing Director; Portfolio Manager<br />

Dolores is a Portfolio Manager for the US Value Team, where she has broad research responsibility across the value portfolios. Prior to<br />

her arrival at Goldman Sachs Asset Management in 2002, Dolores was a Portfolio Manager at Putnam Investments for various<br />

products since 1992. While at Putnam she was a Portfolio Manager for a variety of Funds including the Putnam Convertible Income-<br />

Growth Fund, and the Global Resources Fund. Dolores has 16 years of industry experience. She received a BA from Wellesley<br />

College and an MS from MIT Sloan School of Management. Dolores is a CFA charter holder.<br />

Scott Carroll, CFA: Vice President; Portfolio Manager<br />

Scott is a Portfolio Manager on the US Value Team, where he has broad research responsibilities across the value portfolios. Before<br />

joining Goldman Sachs Asset Management in 2002, Scott spent over five years at Van Kampen Funds, where he had portfolio<br />

management and analyst responsibilities for a Growth and Income and Equity Income funds. Prior to Van Kampen, Scott spent three<br />

years at Lincoln Capital Management as an Equity Analyst and two years as a Senior Auditor at Pittway Corporation. Scott has 14<br />

years of industry experience. He received a BS in Accounting from Northern Illinois University and an MBA from the University of<br />

Chicago Graduate School of Business. Scott is a CFA charter holder.<br />

J. Kelly Flynn: Vice President; Portfolio Manager<br />

Kelly is a Portfolio Manager for the US Value Team, where he has broad research responsibilities across the value strategies. Prior to<br />

joining Goldman Sachs Asset Management in 2002, Kelly spent 3 years at Lazard Asset Management as a Portfolio Manager for Small<br />

Cap/SMID Cap Value products. Before Lazard, Kelly was a small cap value Portfolio Manager at 1838 Investment Advisors.<br />

Previously, he worked for Edgewater Private Equity Fund as a Research Analyst and for First Boston in the Mergers and Acquisitions<br />

Department. Kelly has 14 years of industry experience. He received a BA from Harvard and an MBA from the Wharton School of<br />

Business at the University of Pennsylvania.<br />

Edward Perkin, CFA: Vice President; Portfolio Manager<br />

Edward is a Portfolio Manager on the US Value Team, where he has broad research responsibilities across the value strategies. Edward<br />

joined Goldman Sachs Asset Management in 2002. Previously, Edward worked in research at Fidelity Investments and Gabelli Asset<br />

Management while attending business school. Prior to that, he worked as a Senior Research Analyst at Fiserv. Edward has 10 years of<br />

industry experience. He received a BA from the University of California, Santa Barbara and an MBA from Columbia Business School.<br />

Edward is a CFA charter holder.<br />

Sally Pope Davis: Vice President; Portfolio Manager<br />

Sally is a Portfolio Manager for the U.S. Value Team, where she has broad research responsibilities across the value strategies. Prior to<br />

joining Goldman Sachs Asset Management in 2001, Sally was a Relationship Manager for two years in Private Wealth Management.<br />

Previously, she was a sell-side Bank Analyst for ten years in the Goldman Sachs Investment Research Department. Before her<br />

experiences at Goldman Sachs, Sally spent two years as a Bank Analyst at Brown Brothers Harriman Co. and six years at Chase<br />

88


Manhattan.<br />

Robert Crystal: Vice President; Portfolio Manager<br />

Robert is a Portfolio Manager on the U.S. Value Team, where he covers Small Cap Value technology stocks. Before joining Goldman<br />

Sachs Asset Management, Rob was a Director at Brant Point Capital Management LLC. Before that, he was a Vice President at<br />

Schroder Investment Management and Assistant Vice President at Wheat First Butcher Singer. Rob joined the Value Team in March of<br />

2006.<br />

Peter Hable is responsible for the day-to-day management of the portion of the Portfolio advised by ClearBridge. Mr. Hable has more<br />

than 24 years of investment industry experience and is a Managing Director, Senior Portfolio Manager of ClearBridge. Mr. Hable has<br />

a B.S. in Economics from Southern Methodist University and an MBA from the University of Pennsylvania’s Wharton School of<br />

Finance. He has been with ClearBridge or its predecessor entities since 1983.<br />

SP Strategic Partners Focused Growth Portfolio<br />

The management of and investment decisions for the portion of the Portfolio managed by AllianceBernstein are made by<br />

AllianceBernstein’s US Large Cap Growth Team, which is responsible for management of all of AllianceBernstein’s US Large Cap<br />

Growth accounts. The US Large Cap Growth Investment Team relies heavily on the fundamental analysis and research of the Adviser’s<br />

large internal research staff. While all members of the team work jointly to determine the investment strategy, including security<br />

selection, Mr. Scott Wallace is responsible for day-to-day management of the portion of the Portfolio managed by AllianceBernstein.<br />

Mr. Wallace joined AllianceBernstein as a US Large Cap Growth portfolio manager in 2001. Prior to joining the firm, he was with JP<br />

Morgan for 15 years, where he was a managing director and held a variety of roles in the U.S. and abroad, most recently as head of<br />

equities in Japan. Mr. Wallace has a BA from Princeton University. CFA Charterholder. Location: Chicago<br />

Spiros “Sig” Segalas and Kathleen A. McCarragher are the portfolio managers of the portion of the Portfolio managed by Jennison. Mr.<br />

Segalas generally has final authority over all aspects of the portion of the Portfolio’s investment portfolio managed by Jennison,<br />

including but not limited to, purchases and sales of individual securities, portfolio construction, risk assessment and management of<br />

cash flows.<br />

Spiros “Sig” Segalas was a founding member of Jennison in 1969 and is currently a Director, President and Chief Investment Officer<br />

of Jennison. He received his B.A. from Princeton University in 1955 and is a member of The New York Society of Security Analysts,<br />

Inc. He has managed the portion of the Portfolio managed by Jennison since its inception in August 2000.<br />

Kathleen A. McCarragher joined Jennison in May 1998 and is a Managing Director of Jennison. She is also Jennison’s Head of<br />

Growth Equity. Prior to joining Jennison, she was employed at Weiss, Peck & Greer L.L.C. for six years as a Managing Director and<br />

the Director of Large Cap Growth Equities. Ms. McCarragher graduated summa cum laude from the University of Wisconsin with a B.<br />

B.A. in 1977 and received her M.B.A. from Harvard Business School in 1982. She has managed the portion of the Portfolio managed<br />

by Jennison since its inception in August 2000.<br />

The portfolio managers for the portion of the Portfolio managed by Jennison are supported by other Jennison portfolio managers,<br />

research analysts and investment professionals. Jennison typically follows a team approach in providing such support to the portfolio<br />

managers. The teams are generally organized along product strategies (e.g., large cap growth, large cap value) and meet regularly to<br />

review the portfolio holdings and discuss security purchase and sales activity of all accounts in the particular product strategy. Team<br />

members provide research support, make securities recommendations and support the portfolio managers in all activities. Members<br />

of the team may change from time to time.<br />

SP T. Rowe Price Large Cap Growth Portfolio<br />

Robert W. Sharps has been responsible for the day-to-day management of the Portfolio since December 2005. Mr. Sharps is a Vice<br />

President of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc. He is also the lead Portfolio Manager on the Large-Cap<br />

Growth Strategy Team in the Equity Division. Mr. Sharps serves as Executive Vice President and an Investment Advisory Committee<br />

member of the Growth Stock Fund. In addition, Mr. Sharps is a Vice President and Investment Advisory Committee member of the<br />

Blue Chip Growth Fund, Financial Services Fund, Growth Income Fund, and New America Growth Fund. He is also a member of the<br />

Investment Advisory Committee of the Tax-Efficient Growth Fund. Prior to joining the firm in 1997, Mr. Sharps was a Senior<br />

Consultant at KPMG Peat Marwick. He earned a B.S., summa cum laude, in Accounting from Towson University and an M.B.A. in<br />

Finance from the Wharton School, University of Pennsylvania. Mr. Sharps has also earned the Chartered Financial Analyst<br />

designation and Certified Public Accountant accreditation.<br />

89


SP Asset Allocation Portfolios<br />

PI typically uses teams of portfolio managers and analysts to manage the SP Asset Allocation Portfolios. The following portfolio<br />

managers share overall responsibility for coordinating the Portfolios’ activities, including determining appropriate asset allocations<br />

and Underlying Portfolio weights, reviewing overall Portfolio compositions for compliance with stated investment objectives and<br />

strategies, and monitoring cash flows.<br />

Michael Lenarcic, PhD, is a portfolio manager for the Portfolios and has discretionary responsibility to implement the Portfolios’<br />

investment strategies and to invest cash flows for the Portfolios. Dr. Lenarcic is a Managing Director of Quantitative Management<br />

Associates LLC (QMA). Previously, he was a Vice President at Wilshire Associates, a leading pension consulting firm, where he was<br />

head of the Asset Allocation Division. Earlier, Dr. Lenarcic was an assistant professor at Northeastern University where he taught<br />

Finance and Economics. He earned a BA in Business Administration from Kent State University, and holds an AM and PhD in<br />

Business Economics from Harvard University.<br />

Ted Lockwood is a portfolio manager for the Portfolios and a Managing Director of QMA. Previously, Mr. Lockwood was with ATT<br />

and a member of the technical staff at ATT Bell Laboratories. Mr. Lockwood graduated summa cum laude with a BE in Engineering<br />

from Stony Brook University and received an MS in Engineering and an MBA in Finance from Columbia University.<br />

James G. Russell, CIMA, CFA, is a portfolio manager for the Portfolios and has overall responsibility for PI’s investment research<br />

efforts. Prior to joining PI in 2000, Mr. Russell managed the asset management and asset allocation businesses at Diversified<br />

Investment Advisors, a $60 billion institutional asset management firm, and managed a division of Evaluation Associates<br />

Incorporated, a national investment management consulting organization. He is a graduate of Colgate University.<br />

Marcus Perl, is a portfolio manager for the Portfolios and a Vice President of PI. He focuses on the quantitative modelling of asset<br />

allocation strategies, financial market research, and the formulation of investment strategy. Prior to joining <strong>Prudential</strong> in October<br />

2000, Mr. Perl was Vice President at FX Concepts where he was responsible for market risk modelling, performance analytics, and<br />

statistical research. He also worked as an Associate at Wilshire Associates. Mr. Perl holds an MA in Finance from the Warsaw School<br />

of Economics, an MA in Econometrics from California State University Long Beach, and an MA in Economics from the University of<br />

Southern California.<br />

Edward L. Campbell, CFA, is a portfolio manager for the Portfolios and a Senior Associate at PI. He focuses on global<br />

macroeconomic and financial market research and the formulation of investment strategy. Prior to rejoining <strong>Prudential</strong> in August<br />

2003, Mr. Campbell spent three years with Trilogy Advisors LLC, a $5 billion asset management firm. He also previously worked as a<br />

senior investment manager research analyst with <strong>Prudential</strong> Securities and PI. Mr. Campbell is a member of the New York Society of<br />

Securities Analysts and the CFA Institute. He received a BS in Economics and International Business from The City University of New<br />

York and holds the Chartered Financial Analyst designation.<br />

90


HOW TO BUY AND SELL SHARES OF THE PORTFOLIOS<br />

PURCHASING SHARES OF THE PORTFOLIOS<br />

The Fund offers two classes of shares in each Portfolio — Class I and Class <strong>II</strong>. Each Class participates in the same investments within a<br />

given Portfolio, but the Classes differ as far as their charges. Class I shares are sold only to separate accounts of <strong>Prudential</strong> as<br />

investment options under certain variable annuity and variable life insurance Contracts. Class <strong>II</strong> is offered only to separate accounts<br />

of non-<strong>Prudential</strong> insurance companies as investment options under certain of their Contracts. Please refer to the accompanying<br />

Contract prospectus to see which Portfolios are available through your Contract.<br />

The way to invest in the Portfolios is through certain variable life insurance and variable annuity contracts. Together with this<br />

prospectus, you should have received a prospectus for such a Contract. You should refer to that prospectus for further information on<br />

investing in the Portfolios. Both Class I and Class <strong>II</strong> shares of a Portfolio are sold without any sales charge at the net asset value of the<br />

Portfolio. Class<strong>II</strong> shares, however, are subject to an annual distribution or “12b-1” fee of 0.25% of the average daily net assets of<br />

Class <strong>II</strong>. Under the distribution plan adopted by the Fund for Class <strong>II</strong> shares, Class <strong>II</strong> of each Portfolio pays to <strong>Prudential</strong> Investment<br />

Management Services LLC (PIMS) a distribution or 12b-1 fee at the annual rate of 0.25% of the average daily net assets of Class <strong>II</strong>.<br />

This fee pays for distribution services for Class <strong>II</strong> shares. Because these fees are paid out of the Portfolio’s assets on an ongoing basis,<br />

over time these fees will increase the cost of your investment in Class <strong>II</strong> shares and may cost you more than paying other types of<br />

sales charges. Class <strong>II</strong> shares are also subject to an administration fee of 0.15% of the average daily net assets of Class <strong>II</strong>. Class I<br />

shares do not have a distribution or administration fee.<br />

Shares are redeemed for cash within seven days of receipt of a proper notice of redemption or sooner if required by law. There is no<br />

redemption charge. We may suspend the right to redeem shares or receive payment when the New York Stock Exchange (NYSE) is<br />

closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.<br />

FREQUENT PURCHASES OR REDEMPTIONS OF PORTFOLIO SHARES<br />

The Fund is part of the group of investment companies advised by PI that seeks to prevent patterns of frequent purchases and<br />

redemptions of shares by its investors (the “PI funds”). Each Asset Allocation Portfolio discussed in this prospectus, which invests<br />

primarily in one or more Underlying Portfolios, may as a result own a significant portion of the shares of one or more Underlying<br />

Portfolios. To the extent shares of the Underlying Portfolios are held by the Asset Allocation Portfolios, the Underlying Portfolios’<br />

policies and procedures designed to discourage or prevent frequent trading by investors are enforced by the Asset Allocation Funds<br />

rather than by the Underlying Portfolios. Transactions by the Asset Allocation Portfolios may be disruptive to the management of an<br />

Underlying Portfolio. For example, in order to handle large flows of cash in and out of an Asset Allocation Portfolio, the Investment<br />

Managers may need to allocate more assets to cash or other short-term investments or redeem shares of an Underlying Portfolio.<br />

Purchases and sales of shares of the Underlying Portfolios by an Asset Allocation Portfolio in furtherance of an Asset Allocation<br />

Portfolio’s investment objective are not considered to be frequent or short-term trading.<br />

Frequent purchases and redemptions may adversely affect performance and the interests of long-term investors. When an investor<br />

engages in frequent or short-term trading, the PI funds may have to sell portfolio securities to have the cash necessary to pay the<br />

redemption amounts. This can happen when it is not advantageous to sell any securities, so the PI funds’ performance may be hurt.<br />

When large dollar amounts are involved, frequent trading can also make it difficult to use long-term investment strategies because the<br />

PI funds cannot predict how much cash they will have to invest. In addition, if a PI fund is forced to liquidate investments due to<br />

short-term trading activity, it may incur increased brokerage and tax costs.<br />

Similarly, the PI funds may bear increased administrative costs as a result of the asset level and investment volatility that accompanies<br />

patterns of short-term trading. Moreover, frequent or short-term trading by certain investors may cause dilution in the value of PI fund<br />

shares held by other investors. PI funds that invest in foreign securities may be particularly susceptible to frequent trading, because<br />

time zone differences among international stock markets can allow an investor engaging in short-term trading to exploit fund share<br />

prices that may be based on closing prices of foreign securities established some time before the fund calculates its own share price.<br />

PI funds that invest in certain fixed income securities, such as high-yield bonds or certain asset-backed securities, may also constitute<br />

effective vehicles for an investor’s frequent trading strategies.<br />

The Boards of Directors of the PI funds, including the Fund, have adopted policies and procedures designed to discourage or prevent<br />

frequent trading by investors. The policies and procedures for the Fund are limited, however, because <strong>Prudential</strong> and other insurance<br />

companies maintain the individual contract owner accounts for investors in the Fund’s Portfolios. In particular, each insurance<br />

company submits to the Fund transfer agent aggregate orders combining the transactions of many investors, and therefore the Fund<br />

and its transfer agent cannot monitor investments by individual investors. The policies and procedures require the Fund to<br />

communicate in writing to each investing insurance company that the Fund expects the insurance company to impose restrictions on<br />

91


transfers by contract owners. In addition, the Fund receives reports on the trading restrictions imposed by <strong>Prudential</strong> and its affiliates<br />

on variable contract owners investing in the Portfolios, and the Fund monitors the aggregate cash flows received from unaffiliated<br />

insurance companies. The Fund also employs fair value pricing procedures to deter frequent trading. Finally, the Fund and its transfer<br />

agent reserve the right to reject all or a portion of a purchase order from an investing insurance company. If a purchase order is<br />

rejected, the purchase amount will be returned to the insurance company.<br />

Investors seeking to engage in frequent trading activities may use a variety of strategies to avoid detection and, despite the efforts of<br />

the Fund and the insurance companies to prevent such trading, there is no guarantee that the Fund or the insurance companies will<br />

be able to identify these investors or curtail their trading practices. Therefore, some Fund investors may be able to engage in frequent<br />

trading, and, if they do, the other Fund investors would bear any harm caused by that frequent trading. The Fund does not have any<br />

arrangements intended to permit trading in contravention of the policies described above.<br />

Each Asset Allocation Portfolio discussed in this prospectus, which invests primarily in one or more Underlying Portfolios, may, as a<br />

result, own a significant portion of the shares of one or more Underlying Portfolios. To the extent shares of the Underlying Portfolios<br />

are held by the Asset Allocation Portfolios, the Underlying Portfolios’ policies and procedures designed to discourage or prevent<br />

frequent trading by investors are enforced by the Asset Allocation Portfolios rather than by the Underlying Portfolios. Transactions by<br />

the Asset Allocation Portfolios may be disruptive to the management of an Underlying Portfolio. For example, in order to handle large<br />

flows of cash in and out of an Asset Allocation Portfolio, the Managers may need to allocate more assets to cash or other short-term<br />

investments or redeem shares of an Underlying Portfolio. Reallocations in the Underlying Portfolios by an Asset Allocation Portfolio<br />

in furtherance of an Asset Allocation Portfolios’ investment objective are not considered to be frequent or short-term trading.<br />

For information about the trading limitations applicable to you, please see the prospectus for your variable contract or contact your<br />

insurance company.<br />

NET ASSET VALUE<br />

Any purchase or sale of Portfolio shares is made at the net asset value, or NAV, of such shares. The price at which a purchase or<br />

redemption is made is based on the next calculation of the NAV after the order is received in good order. The NAV of each share<br />

class of each Portfolio is determined on each day the NYSE is open for trading as of the close of the exchange’s regular trading session<br />

(which is generally 4:00 p.m. New York time). The NYSE is closed on most national holidays and Good Friday. The Fund does not<br />

price, and shareholders will not be able to purchase or redeem, the Fund’s shares on days when the NYSE is closed but the primary<br />

markets for the Fund’s foreign securities are open, even though the value of these securities may have changed. Conversely, the Fund<br />

will ordinarily price its shares, and shareholders may purchase and redeem shares, on days that the NYSE is open but foreign<br />

securities markets are closed.<br />

The securities held by each of the Fund’s portfolios are valued based upon market quotations or, if not readily available, at fair value<br />

as determined in good faith under procedures established by the Fund’s Board of Trustees. The Fund may use fair value pricing if it<br />

determines that a market quotation is not reliable based, among other things, on market conditions that occur after the quotation is<br />

derived or after the closing of the primary market on which the security is traded, but before the time that the NAV is determined.<br />

This use of fair value pricing most commonly occurs with securities that are primarily traded outside of the U.S., because such<br />

securities present time-zone arbitrage opportunities when events or conditions affecting the prices of specific securities or the prices<br />

of securities traded in such markets generally occur after the close of the foreign markets but prior to the time that a Portfolio<br />

determines its NAV.<br />

The Fund may also use fair value pricing with respect to U.S. traded securities if, for example, trading in a particular security is halted<br />

and does not resume before a Portfolio calculates its NAV or the exchange on which a security is traded closes early. In addition, fair<br />

value pricing is used for securities where the pricing agent or principal market maker does not provide a valuation or methodology or<br />

provides a valuation or methodology that, in the judgment of the Manager (or Subadviser) does not represent fair value. Different<br />

valuation methods may result in differing values for the same security. The fair value of a portfolio security that a Portfolio uses to<br />

determine its NAV may differ from the security’s published or quoted price. If a Portfolio needs to implement fair value pricing after<br />

the NAV publishing deadline but before shares of the Portfolio are processed, the NAV you receive or pay may differ from the<br />

published NAV price. For purposes of computing the Fund’s NAV, we will value the Fund’s futures contracts 15 minutes after the<br />

close of regular trading on the NYSE. Except when we fair value securities, we normally value each foreign security held by the Fund<br />

as of the close of the security’s primary market.<br />

Fair value pricing procedures are designed to result in prices for a Portfolio’s securities and its NAV that are reasonable in light of the<br />

circumstances which make or have made market quotations unavailable or unreliable, and to reduce arbitrage opportunities<br />

available to short-term traders. There is no assurance, however, that fair value pricing will more accurately reflect the market value of<br />

a security than the market price of such security on that day or that it will prevent dilution of a Portfolio’s NAV by short-term traders.<br />

92


The NAV for each of the Portfolios other than the Money Market Portfolio is determined by a simple calculation. It’s the total value of<br />

a Portfolio (assets minus liabilities) divided by the total number of shares outstanding. The NAV for the Money Market Portfolio will<br />

ordinarily remain at $10 per share. (The price of each share remains the same but you will have more shares when dividends are<br />

declared.)<br />

To determine a Portfolio’s NAV, its holdings are valued as follows:<br />

Equity Securities for which the primary market is on an exchange (whether domestic or foreign) shall be valued at the last sale price<br />

on such exchange or market on the day of valuation or, if there was no sale on such day, at the mean between the last bid and asked<br />

prices on such day or at the last bid price on such day in the absence of an asked price. Securities included within the NASDAQ<br />

market shall be valued at the NASDAQ official closing price (NOCP) on the day of valuation, or if there was no NOCP issued, at the<br />

last sale price on such day. Securities included within the NASDAQ market for which there is no NOCP and no last sale price on the<br />

day of valuation shall be valued at the mean between the last bid and asked prices on such day or at the last bid price on such day in<br />

the absence of an asked price. Equity securities that are not sold on an exchange or NASDAQ are generally valued by an<br />

independent pricing agent or principal market maker.<br />

A Portfolio may own securities that are primarily listed on foreign exchanges that trade on weekends or other days when the<br />

Portfolios do not price their shares. Therefore, the value of a Portfolio’s assets may change on days when shareholders cannot<br />

purchase or redeem Portfolio shares.<br />

All short-term debt securities held by the Money Market Portfolio are valued at amortized cost. Short-term debt securities with<br />

remaining maturities of 12 months or less held by the Conservative Balanced and Flexible Managed Portfolios are valued on an<br />

amortized cost basis. The amortized cost valuation method is widely used by mutual funds. It means that the security is valued<br />

initially at its purchase price and then decreases in value by equal amounts each day until the security matures. It almost always<br />

results in a value that is extremely close to the actual market value. The Fund’s Board of Trustees has established procedures to<br />

monitor whether any material deviation between valuation and market value occurs and if so, will promptly consider what action, if<br />

any, should be taken to prevent unfair results to Contract owners.<br />

For each Portfolio other than the Money Market Portfolio, and except as discussed above for the Conservative Balanced and Flexible<br />

Managed Portfolios, short-term debt securities, including bonds, notes, debentures and other debt securities, and money market<br />

instruments such as certificates of deposit, commercial paper, bankers’ acceptances and obligations of domestic and foreign banks,<br />

with remaining maturities of more than 60 days, for which market quotations are readily available, are valued by an independent<br />

pricing agent or principal market maker (if available, otherwise a primary market dealer).<br />

Short-term debt securities with remaining maturities of 60 days or less are valued at cost with interest accrued or discount amortized<br />

to the date of maturity, unless such valuation, in the judgment of PI or a subadviser, does not represent fair value.<br />

Convertible debt securities that are traded in the over-the-counter market, including listed convertible debt securities for which the<br />

primary market is believed by PI or a subadviser to be over-the-counter, are valued at the mean between the last bid and asked prices<br />

provided by a principal market maker (if available, otherwise a primary market dealer).<br />

Other debt securities — those that are not valued on an amortized cost basis — are valued using an independent pricing service.<br />

Options on stock and stock indexes that are traded on a national securities exchange are valued at the last sale price on such<br />

exchange on the day of valuation or, if there was no such sale on such day, at the mean between the most recently quoted bid and<br />

asked prices on such exchange.<br />

Futures contracts and options on futures contracts are valued at the last sale price at the close of the commodities exchange or<br />

board of trade on which they are traded. If there has been no sale that day, the securities will be valued at the mean between the<br />

most recently quoted bid and asked prices on that exchange or board of trade.<br />

Forward currency exchange contracts are valued at the cost of covering or offsetting such contracts calculated on the day of<br />

valuation. Securities which are valued in accordance herewith in a currency other than U.S. dollars shall be converted to U.S. dollar<br />

equivalents at a rate obtained from a recognized bank, dealer or independent service on the day of valuation.<br />

Over-the-counter (OTC) options are valued at the mean between bid and asked prices provided by a dealer (which may be the<br />

counterparty). A subadviser will monitor the market prices of the securities underlying the OTC options with a view to determining<br />

93


the necessity of obtaining additional bid and ask quotations from other dealers to assess the validity of the prices received from the<br />

primary pricing dealer.<br />

DISTRIBUTOR<br />

<strong>Prudential</strong> Investment Management Services LLC (PIMS) distributes the Fund’s shares under a Distribution Agreement with the Fund.<br />

PIMS’ principal business address is Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-3777.<br />

The Fund has adopted a distribution plan under Rule 12b-1 of the Investment Company Act covering Class <strong>II</strong> shares. These 12b-1 fees<br />

do not apply to Class I shares.<br />

94


OTHER INFORMATION<br />

FEDERAL INCOME TAXES<br />

Each Portfolio currently intends to be treated as a partnership for federal income tax purposes. As a result, each Portfolio’s income,<br />

gains, losses, deductions, and credits will be “passed through” pro rata directly to the participating insurance companies and retain<br />

the same character for federal income tax purposes. Distributions may be made to the various separate accounts of the Participating<br />

Insurance Companies in the form of additional shares (not in cash).<br />

Holders of variable annuity contracts or variable life insurance policies should consult the prospectuses of their respective contracts<br />

or policies for information on the federal income tax consequences to such holders. In addition, variable contract owners may wish<br />

to consult with their own tax advisors as to the tax consequences of investments in the Fund, including the application of state and<br />

local taxes.<br />

MONITORING FOR POSSIBLE CONFLICTS<br />

The Fund sells its shares to fund variable life insurance contracts and variable annuity contracts and is authorized to offer its shares to<br />

qualified retirement plans. Because of differences in tax treatment and other considerations, it is possible that the interest of variable<br />

life insurance contract owners, variable annuity contract owners and participants in qualified retirement plans could conflict. The<br />

Fund will monitor the situation and in the event that a material conflict did develop, the Fund would determine what action, if any, to<br />

take in response.<br />

DISCLOSURE OF PORTFOLIO HOLDINGS<br />

A description of the Fund’s policies and procedures with respect to the disclosure of each Portfolio’s portfolio securities is described<br />

in the Fund’s SAI and on the Fund’s website.<br />

95


FINANCIAL HIGHLIGHTS<br />

INTRODUCTION<br />

The financial highlights which follow will help you evaluate the financial performance of each Portfolio available under your<br />

Contract. The total return in each chart represents the rate that a shareholder earned on an investment in that share class of the<br />

Portfolio, assuming reinvestment of all dividends and other distributions. The charts do not reflect any charges under any variable<br />

contract. Because Contract Charges are not included, the actual return that you will receive will be lower than the total return in<br />

each chart. The information is for Class I shares and for Class <strong>II</strong> shares as applicable for the periods indicated.<br />

The financial highlights for the years ended December 31, 2006, 2005 and 2004 were drived from the financial statements audited<br />

by KPMG LLP, the Fund’s independent registered public accounting firm, whose reports on these financial statements were<br />

unqualified. The financial highlights for the periods presented through December 31, 2003 were derived from financial statements<br />

audited by another independent registered public accounting firm whose reports on those financial statements were unqualified.<br />

96


absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future<br />

results.<br />

Diversified Bond Portfolio<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ..................................... $ 10.96 $ 11.28 $ 11.17 $ 10.82 $ 11.36<br />

Income From Investment Operations:<br />

Net investment income ............................................... .57 .55 .52 .45 .57<br />

Net realized and unrealized gains (losses) on investments .................. (.05) (.20) .09 .35 .17<br />

Total from investment operations ................................... .52 .35 .61 .80 .74<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ................................... — (.59) (.50) (.45) (1.27)<br />

Distributions from net realized gains ..................................... — (.08) — — —<br />

Distributions ........................................................ (.63) — — — —<br />

Tax return of capital distributions ....................................... — — — — (.01)<br />

Total dividends and distributions .................................... (.63) (.67) (.50) (.45) (1.28)<br />

Net Asset Value, end of year ........................................... $ 10.85 $ 10.96 $ 11.28 $ 11.17 $ 10.82<br />

Total Investment Return(a) ........................................... 4.98% 3.28% 5.59% 7.49% 7.07%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ..................................... $1,150.4 $1,230.6 $1,283.7 $1,418.0 $1,370.3<br />

Ratios to average net assets:<br />

Expenses ........................................................ .45% .45% .45% .44% .44%<br />

Net investment income .............................................. 5.18% 4.81% 4.57% 4.02% 5.25%<br />

Portfolio turnover rate ................................................ 393% 278% 382% 706% 595%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect<br />

expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would<br />

reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the<br />

absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future<br />

results.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

Equity Portfolio Class I<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

D1<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ..................................... $ 24.64 $ 22.31 $ 20.55 $ 15.75 $ 20.49<br />

Income (Loss) From Investment Operations:<br />

Net investment income ............................................... .30 .24 .28 .17 .17<br />

Net realized and unrealized gain (loss) on investments ..................... 2.80 2.32 1.75 4.81 (4.75)<br />

Total from investment operations ................................... 3.10 2.56 2.03 4.98 (4.58)<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ................................... — (.23) (.27) (.18) (.16)<br />

Distributions ........................................................ (.29) — — — —<br />

Total dividends and distributions .................................... (.29) (.23) (.27) (.18) (.16)<br />

Net Asset Value, end of year ........................................... $ 27.45 $ 24.64 $ 22.31 $ 20.55 $ 15.75<br />

Total Investment Return(a) ........................................... 12.57% 11.47% 9.93% 31.65% (22.34)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ..................................... $4,402.7 $4,283.9 $4,135.7 $4,012.3 $3,273.6<br />

Ratios to average net assets:<br />

Expenses ........................................................ .47% .47% .48% .49% .48%<br />

Net investment income .............................................. 1.10% 1.01% 1.29% .96% .88%<br />

Portfolio turnover rate ................................................ 60% 77% 50% 54% 54%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect<br />

expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected would<br />

reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the<br />

absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future<br />

results.<br />

Equity Portfolio Class <strong>II</strong><br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ............................................. $24.69 $22.34 $20.58 $15.76 $ 20.49<br />

Income (Loss) From Investment Operations:<br />

97<br />

Net investment income ....................................................... .19 .12 .20 .08 .09<br />

Net realized and unrealized gain (loss) on investments ............................ 2.80 2.35 1.74 4.83 (4.72)


esults.<br />

(b) Calculated based upon average shares outstanding during the year.<br />

Government GlobalIncome Portfolio Portfolio<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ............................................. $18.96 $11.40 $16.43 $11.65 $15.14 $11.92 $11.35 $12.50 $ $12.26 15.29<br />

Income (Loss) from investment From Investment operations: Operations:<br />

Net investment income ....................................................... .26 .54 .13 .49 .11 .49 .10 .46 .07 .38<br />

Net realized and unrealized gain (loss) on investments ............................ 3.44 (.13) 2.50 (.20) 1.33 (.13) 3.74 (.15) (3.87) 1.00<br />

Total from investment operations ........................................... 3.70 .41 2.63 .29 1.44 .36 3.84 .31 (3.80) 1.38<br />

Less Dividends and Distributions:<br />

Dividends from net investment income .......................................... — (.10) (.54) (.15) (.44) (.05) (.46) (1.06) (.14)<br />

Distributions from ................................................................ net realized gains (.13) — — (.19) — (.43) — (.08) —<br />

Distributions Total dividends .............................................................. and distributions (.13) (.55) (.10) — (.15) — (.05) — (.14) —<br />

Net Asset<br />

Total dividends<br />

Value, end<br />

and<br />

of year<br />

distributions<br />

..................................................<br />

.........................................<br />

$22.53<br />

(.55)<br />

$18.96<br />

(.54)<br />

$16.43<br />

(.63)<br />

$15.14<br />

(.89)<br />

$ 11.35<br />

(1.14)<br />

Net Asset Value, end of year ................................................<br />

Total Investment Return(a) ..................................................<br />

$11.26<br />

19.65%<br />

$11.40<br />

16.06%<br />

$11.65<br />

9.59%<br />

$11.92<br />

34.07%<br />

$12.50<br />

(25.14)%<br />

Ratios/Supplemental Total Investment Return(a) Data: ................................................<br />

Net Ratios/Supplemental assets, end of year Data: (in millions) ............................................<br />

3.74%<br />

$932.9<br />

2.51%<br />

$814.1<br />

3.12%<br />

$691.1<br />

2.46%<br />

$665.6<br />

12.05%<br />

$ 514.9<br />

Net Ratios assets, to average end ofnet year assets: (in millions) ...........................................<br />

Ratios Expenses to average ................................................................ net assets:<br />

$354.3<br />

.84%<br />

$378.2<br />

.82%<br />

$420.2<br />

.84%<br />

$461.5<br />

.87%<br />

$484.3<br />

.82%<br />

Expenses Net investment .............................................................. income 1.24% .50% .77% .47% .67% .47% .78% .46% .47% .44%<br />

Portfolio Net investment turnover rate income ........................................................ 4.75% 50% 155% 4.16% 128% 4.07% 3.76% 88% 4.29% 75%<br />

Portfolio turnover rate ...................................................... 734% 507% 617% 695% 508%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

(a) Total includes reinvestment returnofisdividends calculated andassuming distributions a purchase and does ofnot shares reflect on theeffect first day of insurance and a sale contract thecharges. last dayTotal of each return year does reported not reflect and<br />

includes expensesreinvestment associated with of dividends the separate andaccount distributions. such as Total administrative return doesfees, not account reflect expenses charges and associated surrender with charges the separate which, ifaccount reflected, such would as<br />

administrative reduce the total fees, returns account for all charges periods andshown. surrender Performance charges which, figuresif reflected, may would voluntary reducefee thewaivers total returns and/or for expense all periods reimbursements. shown. Performance In the<br />

figures absencemay of voluntary reflect voluntary fee waivers feeand/or waivers expense and/or reimbursements, expense reimbursements. the total return In would the absence be lower. ofPast voluntary performance fee waivers is no guarantee and /or expense of future<br />

reimbursements, results. the total return would be lower. Past performance is no guarantee of future results.<br />

High Yield Bond Portfolio<br />

Year Ended December 31,<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

2006 2005 2004 2003 2002(b)<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ..................................... D3 $ 5.23 $ 5.42 $ 5.29 $ 4.59 $ 5.40<br />

Income From Investment Operations:<br />

Net investment income ............................................... .39 .38 .39 .41 .29<br />

Net realized and unrealized gain (loss) on investments ..................... .13 (.20) .13 .71 (.21)<br />

Total from investment operations ................................... .52 .18 .52 1.12 .08<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ................................... — (.37) (.39) (.42) (.89)<br />

Distributions ........................................................ (.42) — — — —<br />

Total dividends and distributions .................................... (.42) (.37) (.39) (.42) (.89)<br />

Net asset Value, end of year ........................................... $ 5.33 $ 5.23 $ 5.42 $ 5.29 $ 4.59<br />

Total Investment Return(a) ........................................... 10.25% 3.41% 10.30% 25.04% 1.50%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ..................................... $1,721.1 $1,635.7 $1,595.7 $1,466.7 $1,128.6<br />

Ratios to average net assets:<br />

Expenses ........................................................ .58% .58% .59% .60% .58%<br />

Net investment income .............................................. 7.39% 7.14% 7.42% 8.11% 9.36%<br />

Portfolio turnover rate ................................................ 49% 56% 65% 93% 77%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect<br />

expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would<br />

reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the<br />

absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future<br />

results.<br />

(b) Calculated based upon average shares during the year.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

98<br />

D4


Jennison Portfolio<br />

Class I<br />

Year Ended December 31,<br />

2006(b) 2005(b) 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ..................................... $ 20.76 $ 18.14 $ 16.62 $ 12.79 $ 18.57<br />

Income (Loss) From Investment Operations:<br />

Net investment income ............................................... .06 .02 .08 .04 .03<br />

Net realized and unrealized gain (loss) on investments ..................... .31 2.62 1.52 3.83 (5.78)<br />

Total from investment operations ................................... .37 2.64 1.60 3.87 (5.75)<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ................................... — (.02) (.08) (.04) (.03)<br />

Distributions ........................................................ (.06) — — — —<br />

Total dividends and distributions .................................... (.06) (.02) (.08) (.04) (.03)<br />

Net Asset Value, end of year ........................................... $ 21.07 $ 20.76 $ 18.14 $ 16.62 $ 12.79<br />

Total Investment Return(a) ........................................... 1.79% 14.55% 9.63% 30.25% (30.95)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ..................................... $2,077.3 $2,297.0 $2,044.1 $1,772.4 $1,388.8<br />

Ratios to average net assets:<br />

Expenses ........................................................ .63% .63% .64% .64% .61%<br />

Net investment income .............................................. .29% .10% .50% .28% .21%<br />

Portfolio turnover rate ................................................ 67% 57% 74% 69% 74%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect<br />

expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would<br />

reduce the total returns for all periods shown, Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the<br />

absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future<br />

results.<br />

(b) Calculated based upon average shares during the year.<br />

Money Market Portfolio<br />

Jennison Portfolio<br />

Year Ended December 31,<br />

Class <strong>II</strong><br />

2006 2005 2004 2003 2002<br />

Year Ended December 31,<br />

Per Share Operating Performance:<br />

2006(b) 2005(b) 2004 2003 2002<br />

Net Asset Value, beginning of year .......................................... $ 10.00 $10.00 $10.00 $10.00 $ 10.00<br />

Per Share Operating Performance:<br />

Net Income Asset From Value, Investment beginningOperations:<br />

of year ........................................... $20.49 $17.97 $16.46 $12.70 $ 18.45<br />

Net investment income and realized gains .................................... .46 .28 .10 .08 .15<br />

Income (Loss) From Investment Operations:<br />

Dividends and distributions ................................................. — (.28) (.10) (.08) (.15)<br />

Net investment income (loss) ................................................ (.02) (.05) .02 (.01) (.02)<br />

Distributions ............................................................. (.46) — — — —<br />

Net realized and unrealized gain (loss) on investments ........................... .30 2.57 1.50 3.77 (5.73)<br />

Net Asset Value, end of year ............................................... $ 10.00 $10.00 $10.00 $10.00 $ 10.00<br />

Total from investment operations ......................................... .28 2.52 1.52 3.76 (5.75)<br />

Less<br />

Total<br />

Dividends:<br />

Investment Return(a) ............................................... 4.74% 2.85% 1.01% .84% 1.52%<br />

Dividends<br />

Ratios/Supplemental<br />

from net investment<br />

Data:<br />

income ........................................ — — (.01) — —<br />

Net assets, end of year (in millions) .......................................... $1,060.5 $851.9 $885.4 $933.7 $1,366.6<br />

Net Ratios Asset to average Value, end net of assets: year ................................................ $20.77 $20.49 $17.97 $16.46 $ 12.70<br />

Total Expenses Investment ............................................................. Return(a) 1.37% .43% 14.02% .45% 9.22% .45% 29.61% .44% (31.17)% .43%<br />

Ratios/Supplemental Net investment income Data: .................................................. 4.68% 2.86% 1.01% .84% 1.52%<br />

Net assets, end of year (in millions) ........................................... $ 19.6 $ 18.2 $ 84.9 $ 74.3 $ 48.1<br />

(a)<br />

Ratios<br />

Total<br />

to average<br />

investment<br />

net<br />

return<br />

assets:<br />

is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

Expenses<br />

includes reinvestment<br />

..............................................................<br />

of dividends and distributions. Total return does not reflect expenses<br />

1.03%<br />

associated<br />

1.03%<br />

with the<br />

1.04%<br />

separate<br />

1.04%<br />

account such<br />

1.01%<br />

as<br />

Net<br />

administrative<br />

investment income<br />

fees, account<br />

(loss) ..............................................<br />

charges and surrender charges which, if reflected, would reduce<br />

(.12)%<br />

the total<br />

(.27)%<br />

returns for all<br />

.11%<br />

periods shown.<br />

(.13)%<br />

Performance<br />

(.19)%<br />

Portfolio<br />

figures<br />

turnover<br />

may<br />

rate<br />

reflect<br />

......................................................<br />

voluntary fee waivers and/or expense reimbursements. In the absence<br />

67%<br />

of voluntary<br />

57%<br />

fee<br />

74%<br />

waivers and<br />

69%<br />

/or expense<br />

74%<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect<br />

expenses associated with the separate account such as administrative fees, account charges and<br />

Natural<br />

surrender<br />

Resources<br />

charges which,<br />

Portfolio<br />

if reflected, would<br />

reduce the total returns for all periods shown, Performance figures may reflect voluntary fee waivers and/orClass expense I reimbursements. In the<br />

absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Year Past Ended performance December is no 31, guarantee of future<br />

results.<br />

2006(a) 2005 2004 2003 2002<br />

Per (b) Calculated Share Operating based upon Performance: average shares during the year.<br />

Net Asset Value, beginning of year .......................................... $ 45.46 $ 31.88 $27.49 $22.35 $19.11<br />

Income From Investment Operations:<br />

Net investment income ....................................................<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

.35 .33 .19 .25 .09<br />

Net realized and unrealized gain on investments ............................... 8.65 16.27 6.28 7.38 3.52<br />

Total from investment operations ........................................<br />

D5<br />

9.00 16.60 6.47 7.63 3.61<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ....................................... 99<br />

— —(b) (1.00) (.98) (.12)<br />

Distributions from net realized gains ......................................... — (3.02) (1.08) (1.51) (.25)<br />

Distributions ............................................................. (8.79) — — — —


SP Aggressive Growth Asset Allocation Portfolio<br />

Stock Index Portfolio<br />

Year Ended December 31,<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance :<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year .......................................... $ 9.50 $ 8.98 $ 7.83 $ 5.90 $ 7.58<br />

Net Asset Value, beginning of year ..................................... $ 31.41 $ 31.29 $ 29.29 24.09 $ 31.64<br />

Income (Loss) From Investment Operations:<br />

Income (Loss) From Investment Operations:<br />

Net investment income .................................................... .10 .18 .02 .01 —(b)<br />

Net investment income ............................................... .56 .48 .50 .36 .37<br />

Net realized and unrealized gain (loss) on investments .......................... 1.22 .71 1.13 1.92 (1.68)<br />

Net realized and unrealized gain (loss) on investments ..................... 4.31 .88 2.50 6.14 (7.34)<br />

Total from investment operations ........................................ 1.32 .89 1.15 1.93 (1.68)<br />

Total from investment operations ................................... 4.87 1.36 3.00 6.50 (6.97)<br />

Less Dividends and Distributions: .........................................<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ....................................... — (.02) —(b) —(b) —<br />

Dividends from net investment income ................................... — (.47) (.49) (.37) (.36)<br />

Distributions from net realized gains ......................................... — (.35) — — —<br />

Distributions from net realized gains ..................................... — (.77) (.51) (.93) (.22)<br />

Distributions ............................................................. (.41) — — — —<br />

Distributions ........................................................ (.64) — — —<br />

Total dividends and distributions ......................................... (.41) (.37) — — —<br />

Total dividends and distributions .................................... (.64) (1.24) (1.00) (1.30) (.58)<br />

Net Asset Value, end of year ............................................... $10.41 $ 9.50 $ 8.98 $ 7.83 $ 5.90<br />

Net Asset Value, end of year ........................................... $ 35.64 $ 31.41 $ 31.29 29.29 $ 24.09<br />

Total Investment Return(a) ................................................ 14.27% 10.48% 14.76% 32.77% (22.16)%<br />

Total Investment Return(a) ........................................... 15.54% 4.54% 10.45% 28.18% (22.19)%<br />

Ratios/Supplemental Data:<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) .......................................... $201.6 $188.2 $136.9 $ 60.6 $ 15.1<br />

Net assets, end of year (in millions) ..................................... $3,306.4 $3,212.7 $3,094.7 $2,940.9 $2,352.3<br />

Ratios to average net assets:<br />

Ratios to average net assets:<br />

Expenses ............................................................. .05% .05% .05% .05% .05%<br />

Expenses ........................................................ .37% .38% .38% .37% .37%<br />

Net investment income .................................................. 1.00% 2.29% .27% .16% .06%<br />

Net investment income .............................................. 1.61% 1.52% 1.64% 1.42% 1.25%<br />

Portfolio turnover rate ..................................................... 28% 26% 60% 22% 26%<br />

Portfolio turnover rate ................................................ 3% 7% 3% 2% 4%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of of dividendsand and distributions. and Total does return not reflect does not the effect reflectof expenses insuranceassociated contract charges. with theTotal separate returnaccount does not such reflect as<br />

administrative expenses associated fees, account with the charges separate andaccount surrender such charges as administrative which, if reflected, fees, account would reduce charges theand total surrender returns for charges all periods which, shown. if reflected, Performance would<br />

figures reduce the maytotal reflect returns voluntary for all periods fee waivers shown. and/or Performance expensefigures reimbursements. may reflect voluntary In the absence fee waivers of voluntary and/or expense fee waivers reimbursements. and/or expense In the<br />

reimbursements, absence of voluntary the total fee waivers return would and/or beexpense lower. Past reimbursements, performance isthe no total guarantee returnof would futureberesults.<br />

lower. Past performance is no guarantee of future<br />

(b) Less results. than $.005 per share.<br />

Value Portfolio<br />

SP AIM Core Equity Portfolio<br />

Class I<br />

Year Ended December 31,<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

2006 2005 2004 2003 2002(b)<br />

Per Share Operating Performance:<br />

Per Share Operating Performance :<br />

Net Asset Value, beginning of year ........................................... $ 7.62 $7.36 $6.80 $ 5.52 $ 6.51<br />

Net Asset Value, beginning of year ..................................... $ 22.95 $ 19.93 $ 17.36 $ 13.75 $ 17.91<br />

Income From Investment Operations:<br />

Income (Loss) From Investment Operations:<br />

Net investment income ..................................................... .09 .07 .08 .04 .02<br />

Net investment income ............................................... .36 .29 .28 .23 .22<br />

Net realized and unrealized gain (loss) on investments ........................... 1.08 .27 .51 1.26 (1.01)<br />

Net realized and unrealized gain (loss) on investments ..................... 4.11 3.03 2.55 3.62 (4.15)<br />

Total from investment operations ......................................... 1.17 .34 .59 1.30 (.99)<br />

Total from investment operations ................................... 4.47 3.32 2.83 3.85 (3.93)<br />

Less Dividends and Distributions:<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ........................................ — (.08) (.03) (.02) —<br />

Dividends from net investment income ................................... — (.30) (.26) (.24) (.23)<br />

Distributions .............................................................. (.51) — — — —<br />

Distributions ........................................................ (1.21) — — — —<br />

Tax return Total dividends of capital and distributions distributions ......................................... — (.51) —(.08) (.03) — (.02) —(c) — —<br />

Net Asset Total dividends Value, endand of year distributions ................................................ (1.21) $ 8.28 $7.62 (.30) $7.36 (.26) $ 6.80 (.24) $ 5.52 (.23)<br />

Net Total Asset Investment Value, end Return(a) of year ................................................ $ 26.2116.05% $ 22.95 4.63% $ 8.79% 19.93 23.69% $ 17.36 (15.21)% $ 13.75<br />

Ratios/Supplemental Data:<br />

Total Investment Return(a) ........................................... 19.94% 16.66% 16.31% 28.07% (21.97)%<br />

Net assets, end of year (in millions) ........................................... $ 37.9 $34.2 $31.8 $ 22.8 $ 13.9<br />

Ratios/Supplemental Data:<br />

Ratios to average net assets:<br />

Net assets, end of year (in millions) ..................................... $1,975.7 $1,750.1 $1,595.6 $1,456.1 $1,247.0<br />

Expenses .............................................................. 1.02%(b) 1.00%(b) 1.00%(b) 1.00%(b) 1.00%(b)<br />

Ratios to average net assets:<br />

Net investment income ................................................... 1.20%(b) .98%(b) 1.27%(b) .70%(b) .45%(b)<br />

Expenses ........................................................ .43% .43% .44% .44% .43%<br />

Portfolio turnover rate ...................................................... 38% 69% 68% 37% 116%<br />

Net investment income .............................................. 1.45% 1.35% 1.48% 1.49% 1.39%<br />

(a) Portfolio Totalturnover investment rate return ................................................ is calculated assuming a purchase of shares on the first day 49% and a sale56% on the last day 52% of each year 72% reported and 94%<br />

(a)<br />

includes<br />

Total investment<br />

reinvestment<br />

return<br />

of<br />

is<br />

dividends<br />

calculated<br />

and<br />

assuming<br />

distributions.<br />

a purchase<br />

Total<br />

of<br />

return<br />

shares<br />

does<br />

on<br />

not<br />

the<br />

reflect<br />

first day<br />

expenses<br />

and a sale<br />

associated<br />

on the<br />

with<br />

last day<br />

the<br />

of<br />

separate<br />

each year<br />

account<br />

reported<br />

such<br />

and<br />

as<br />

administrative<br />

includes reinvestment<br />

fees, account<br />

of dividends<br />

charges<br />

and<br />

and<br />

distributions<br />

surrender charges<br />

and does<br />

which,<br />

not<br />

if<br />

reflect<br />

reflected,<br />

the effect<br />

would<br />

of<br />

reduce<br />

insurance<br />

the total<br />

contract<br />

returns<br />

charges.<br />

for all periods<br />

Total investment<br />

shown. Performance<br />

returns for<br />

figures<br />

periods<br />

may<br />

of less<br />

reflect<br />

than one<br />

voluntary<br />

full year<br />

fee<br />

are<br />

waivers<br />

not annualized.<br />

and/or expense<br />

Total return<br />

reimbursements.<br />

does not reflect<br />

In the<br />

expenses<br />

absence<br />

associated<br />

of voluntary<br />

with the<br />

fee<br />

separate<br />

waivers<br />

account<br />

and/or expense<br />

such as<br />

reimbursements,<br />

administrative fees,<br />

the<br />

account<br />

total return<br />

charges<br />

would<br />

and<br />

be<br />

surrender<br />

lower. Past<br />

charges<br />

performance<br />

which,<br />

is<br />

if<br />

no<br />

reflected,<br />

guarantee<br />

would<br />

of future<br />

reduce<br />

results.<br />

the total returns for all periods shown. Performance<br />

(b) Net figures of expense may reflect reimbursement. voluntary fee If thewaivers investment and/or advisor expense had not reimbursements. reimbursed expenses, In the the absence annualof expense voluntary andfee net waivers investment and/or income expense ratios<br />

would reimbursements, have beenthe1.29% total return and .93%, would respectively, be lower. Past for performance year endedis December no guarantee 31, of2006, future1.28% results. and .70%, respectively, for the year ended<br />

(b) December Calculated 31, based 2005, upon 1.48% weighted and .79%, average respectively, shares outstanding for the year during ended the December year. 31, 2004, 1.72% and (.02)%, respectively for the year ended<br />

December 31, 2003, and 1.79% and (.34)%, respectively, for the year ended December 31, 2002.<br />

(c) Less than $.005 per share.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

D10<br />

D8<br />

100


SP Davis Value Portfolio<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ......................................... $10.68 $10.98 $ 9.80 $ 7.62 $ 9.04<br />

Income (Loss) From Investment Operations:<br />

Net investment income ................................................... .09 .09 .10 .05 .05<br />

Net realized and unrealized gain (loss) on investments ........................ 1.49 .82 1.12 2.18 (1.47)<br />

Total from investment operations ....................................... 1.58 .91 1.22 2.23 (1.42)<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ...................................... — (.10) (.04) (.05) —(c)<br />

Distributions from net realized gains ........................................ — (1.11) — — —<br />

Distributions ............................................................ (.27) — — — —<br />

Total dividends and distributions ....................................... (.27) (1.21) (.04) (.05) —(c)<br />

Net Asset Value, end of year .............................................. $11.99 $10.68 $10.98 $ 9.80 $ 7.62<br />

Total Investment Return(a) .............................................. 15.02% 9.52% 12.53% 29.40% (15.70)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ......................................... $328.0 $311.7 $285.5 $391.2 $ 165.0<br />

Ratios to average net assets:<br />

Expenses ............................................................ .81% .82% .82% .82% .83%(b)<br />

Net investment income ................................................. .81% .87% .89% .80% .82%(b)<br />

Portfolio turnover rate .................................................... 14% 14% 34% 7% 22%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment income ratios<br />

would have been .87% and .78%, respectively, for the year ended December 31, 2002.<br />

(c) Less than $.005 per share.<br />

SP International Growth AssetGrowth Allocation Portfolio Portfolio<br />

Year Ended ClassDecember I 31,<br />

2006 Year 2005Ended December 2004 31, 2003 2002<br />

Per Share Operating Performance :<br />

2006 2005 2004 2003 2002<br />

Net Per Asset ShareValue, Operating beginning Performance: of year ....................................... $ 10.23 $ 9.80 $ 8.71 $ 6.84 $ 8.27<br />

Net Asset Value, beginning of year ....................................... $ 7.55 $ 6.85 $ 5.89 $ 4.22 $ 5.45<br />

Income (Loss) From Investment Operations:<br />

Income (Loss) From Investment Operations:<br />

Net<br />

Net<br />

investment<br />

investment<br />

income<br />

income .................................................<br />

.................................................<br />

.05<br />

.16<br />

.04<br />

.19<br />

.02<br />

.06<br />

.01<br />

.04<br />

.01<br />

.06<br />

Net realized and unrealized gain (loss) on investments ....................... 1.45 1.13 1.01 .66 .951.07 1.661.88 (1.24) (1.49)<br />

Total from investment operations ..................................... 1.50 1.29 1.05 .85 .971.13 1.671.92 (1.23) (1.43)<br />

Less Dividends and Distributions:<br />

Dividends from net investment income .................................... —— (.04)(.06) (.01)(.04) —(.05) — —<br />

Distributions from net realized gains ...................................... —— (.31)(.36) — — — — — —<br />

Distributions<br />

Distributions<br />

..........................................................<br />

..........................................................<br />

(.75)<br />

(.35)<br />

—<br />

—<br />

—<br />

—<br />

—<br />

—<br />

—<br />

—<br />

Total dividends and distributions ..................................... (.75) (.35) (.01) — —<br />

Total dividends and distributions ..................................... (.35) (.42) (.04) (.05) —(b)<br />

Net Asset Value, end of year ............................................ $ 8.30 $ 7.55 $ 6.85 $ 5.89 $ 4.22<br />

Net Asset Value, end of year ............................................ 11.17 $ 10.23 $ 9.80 $ 8.71 $ 6.84<br />

Total Investment Return(a) ............................................ 21.05% 16.39% 16.54% 39.57% (22.57)%<br />

Total Ratios/Supplemental Investment Return(a) Data: ............................................ 12.88% 9.24% 13.05% 28.27% (17.26)%<br />

Ratios/Supplemental Net assets, end of year Data: (in millions) ....................................... $456.0 $453.6 $249.1 $105.6 $ 34.9<br />

Net Ratios assets, to average end ofnet year assets: (in millions) ....................................... $1,283.9 $1,212.0 $662.7 $326.7 $ 96.4<br />

Ratios Expenses to average .......................................................... net assets:<br />

.97% .98% 1.02% 1.15% 1.24%(b)<br />

Expenses<br />

Net investment<br />

..........................................................<br />

income ............................................... .69%<br />

.05%<br />

.64%<br />

.05%<br />

.50%<br />

.05%<br />

.56%<br />

.05%<br />

.26%(b)(c)<br />

.05%<br />

Portfolio turnover rate .................................................. 111% 99% 137% 121% 108%<br />

Net investment income ............................................... 1.50% 2.65% .94% 1.10% 1.12%<br />

Portfolio (a) Totalturnover investment rate return .................................................. is calculated assuming a purchase of shares on the first day 25% and a sale on 18% the last day 53% of each 18% year reported24%<br />

and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

(a) Total administrative investment fees, return account is calculated charges and assuming surrender a purchase charges which, of shares if reflected, on the would first day reduce and the a sale total onreturns the last for day all periods of eachshown. year reported Performance and<br />

includes figures may reinvestment reflect voluntary of dividends fee and waivers distributions. and/or expense Total return reimbursements. does not reflect In the expenses absence associated of voluntary with the feeseparate waivers account and/or expense such as<br />

administrative reimbursements, fees, theaccount total return charges wouldand besurrender lower. Past charges performance which, isif no reflected, guarantee would of future reduceresults.<br />

the total returns for all periods shown. Performance<br />

(b) figures Net of expense may reflect reimbursement. voluntary fee If thewaivers investment and/or advisor expense had not reimbursements. reimbursed expenses, In the the absence annualof expense voluntary andfee net waivers investment and/or income expense ratios<br />

reimbursements, would have been the 1.40% total and return .10%, would respectively, be lower. for Past theperformance year ended is December no guarantee 31, 2002. of future results.<br />

(b)<br />

(c)<br />

Less<br />

Includes<br />

than<br />

custody<br />

$.005 per<br />

fee<br />

share.<br />

credits of .02% for the year ended December 31, 2002. If the Portfolio had not earned custodian fee credits, the annual net<br />

investment income would have been .24% for the year ended December 31, 2002.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

SP International Growth Portfolio<br />

Class <strong>II</strong><br />

D12<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

101<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ...................................... $ 7.45 $ 6.77 $ 5.83 $ 4.19 $ 5.43


SP International Value Portfolio<br />

Year Ended December 31,<br />

2006 2005(c) 2004 2003(c) 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ....................................... $ 9.08 $ 8.84 $ 7.67 $ 6.08 $ 7.35<br />

Income (Loss) From Investment Operations:<br />

Net investment income ................................................. .24 .17 .04 .06 .04<br />

Net realized and unrealized gain (loss) on investments ....................... 2.35 .94 1.17 1.58 (1.31)<br />

Total from investment operations ..................................... 2.59 1.11 1.21 1.64 (1.27)<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ..................................... — (.04) (.04) (.05) —<br />

Distributions from net realized gains ....................................... — (.83) — — —<br />

Distributions .......................................................... (.27) — — — —<br />

Total dividends and distributions ...................................... (.27) (.87) (.04) (.05) —<br />

Net Asset Value, end of year ............................................. $11.40 $ 9.08 $ 8.84 $ 7.67 $ 6.08<br />

Total Investment Return(a) ............................................. 29.09% 13.77% 15.80% 27.37% (17.17)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ....................................... $487.4 $389.3 $240.7 $119.9 $ 46.4<br />

Ratios to average net assets:<br />

Expenses .......................................................... .99% 1.06% 1.10%(b) 1.10%(b) 1.10%(b)<br />

Net investment income ................................................ 2.28% 2.08% .69%(b) .89%(b) .55%(b)<br />

Portfolio turnover rate .................................................. 113% 18% 159% 87% 141%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment income (loss)<br />

ratios would have been 1.23% and .55%, respectively, for the year ended December 31, 2004, 1.30% and .69%, respectively for the year ended<br />

December 31, 2003, and 1.77% and (.12)%, respectively, for the year ended December 31, 2002.<br />

(c) Calculated based upon weighted average shares outstanding during the fiscal year.<br />

SP Large Cap Value Portfolio<br />

Year Ended December 31,<br />

2006 2005 2004(d) 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ........................................ $11.90 $11.56 $ 9.90 $ 7.81 $ 9.44<br />

Income (Loss) From Investment Operations:<br />

Net investment income .................................................. .20 .16 .16 .09 .08<br />

Net realized and unrealized gain (loss) on investments ........................ 1.91 .58 1.58 2.00 (1.62)<br />

Total from investment operations ...................................... 2.11 .74 1.74 2.09 (1.54)<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ..................................... — (.10) (.08) — (.09)<br />

Distributions from net realized gains ....................................... — (.30) — — —<br />

Distributions ........................................................... (.75) — — — —<br />

Tax Return of Capital ................................................... — — — — —(c)<br />

Total dividends and distributions ...................................... (.75) (.40) (.08) — (.09)<br />

Net Asset Value, end of year ............................................. $13.26 $11.90 $11.56 $ 9.90 $ 7.81<br />

Total Investment Return(a) ............................................. 18.47% 6.64% 17.75% 26.76% (16.37)%<br />

Ratios/Supplemental Data: .............................................<br />

Net assets, end of year (in millions) ........................................ $959.6 $833.1 $601.4 $ 72.9 $ 38.3<br />

Ratios to average net assets:<br />

Expenses ........................................................... .83% .83% .86% .90%(b) .90%(b)<br />

Net investment income ................................................ 1.64% 1.53% 1.53% 1.32%(b) 1.22%(b)<br />

Portfolio turnover rate ................................................... 71% 62% 77% 73% 96%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment income ratios<br />

would have been 1.11% and 1.11%, respectively for the year ended December 31, 2003, and 1.31% and .81%, respectively, for the year ended<br />

December 31, 2002.<br />

(c) Less than $.005 per share.<br />

(d) Calculated based upon weighted average share outstanding during the year.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

D14<br />

102


SP Mid-Cap Growth Portfolio<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ...................................... $ 7.21 $ 6.85 $ 5.73 $ 4.09 $ 7.62<br />

Income (Loss) From Investment Operations:<br />

Net investment income (loss) ........................................... .02 (.03) (.03) (.02) (.02)<br />

Net realized and unrealized gain (loss) on investments ...................... (.16) .39 1.15 1.66 (3.51)<br />

Total from investment operations .................................... (.14) .36 1.12 1.64 (3.53)<br />

Net Asset Value, end of year ........................................... $ 7.07 $ 7.21 $ 6.85 $ 5.73 $ 4.09<br />

Total Investment Return(a) ........................................... (1.94)% 5.26% 19.55% 40.10% (46.33)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ...................................... $133.1 $152.9 $107.5 $ 58.9 $ 18.3<br />

Ratios to average net assets:<br />

Expenses ......................................................... .91% 1.00%(b) 1.00%(b) 1.00%(b) 1.00%(b)<br />

Net investment income (loss) ......................................... .20% (.56)%(b) (.68)%(b) (.73)%(b) (.59)%(b)<br />

Portfolio turnover rate ................................................. 107% 94% 79% 73% 255%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment loss ratios would<br />

have been 1.02% and (.58)%, respectively, for the year ended December 31, 2005, 1.07% and (.75)%, respectively, for the year ended<br />

December 31, 2004, 1.34% and (1.07)%, respectively for the year ended December 31, 2003, and 1.68% and (1.27)%, respectively, for the year<br />

ended December 31, 2002.<br />

SP PIMCO High Yield Portfolio<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ........................................... $10.25 $10.67 $10.53 $ 9.17 $ 9.81<br />

Income From Investment Operations:<br />

Net investment income ..................................................... .75 .68 .69 .65 .64<br />

Net realized and unrealized gain (loss) on investments ........................... .18 (.27) .25 1.36 (.64)<br />

Total from investment operations ......................................... .93 .41 .94 2.01 —<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ......................................... — (.68) (.70) (.65) (.64)<br />

Distributions from net realized gains ........................................... — (.15) (.10) — —<br />

Distributions .............................................................. (.85) — — — —<br />

Total dividends and distributions .......................................... (.85) (.83) (.80) (.65) (.64)<br />

Net Asset Value, end of year ................................................. $10.33 $10.25 $10.67 $10.53 $ 9.17<br />

Total Investment Return(a) ................................................. 9.51% 4.03% 9.32% 22.41% .15%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ........................................... $274.4 $368.6 $312.5 $248.2 $112.2<br />

Ratios to average net assets:<br />

Expenses ............................................................... .70% .67% .68% .72% .82%<br />

Net investment income .................................................... 6.95% 6.65% 6.68% 6.97% 7.79%<br />

Portfolio turnover rate ...................................................... 59% 89% 53% 74% 108%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

D15<br />

103


SP PIMCO Total Return Portfolio<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ....................................... $ 11.21 $ 11.68 $ 11.54 $11.41 $10.70<br />

Income From Investment Operations:<br />

Net investment income ................................................. .45 .37 .22 .23 .28<br />

Net realized and unrealized gain (loss) on investments ...................... (.05) (.10) .36 .43 .71<br />

Total from investment operations ..................................... .40 .27 .58 .66 .99<br />

Less Dividends and Distributions:<br />

Dividends from net investment income .................................... — (.54) (.23) (.28) (.28)<br />

Distributions from net realized gains ...................................... — (.20) (.21) (.25) —(b)<br />

Distributions .......................................................... (.47) — — — —<br />

Total dividends and distributions ..................................... (.47) (.74) (.44) (.53) (.28)<br />

Net Asset Value, end of year ............................................ $ 11.14 $ 11.21 $ 11.68 $11.54 $11.41<br />

Total Investment Return(a) ............................................ 3.68% 2.39% 5.28% 5.85% 9.39%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ...................................... $1,590.3 $1,538.2 $1,099.0 $839.1 $471.7<br />

Ratios to average net assets:<br />

Expenses .......................................................... .66%(c) .62% .65% .65% .67%<br />

Net investment income ............................................... 4.16% 3.62% 2.01% 2.19% 3.02%<br />

Portfolio turnover rate .................................................. 539% 590% 590% 656% 574%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Less than $.005 per share.<br />

(c) The expense ratio reflects the interest and fee expenses related to the liability for the floating rate notes issued in conjunction with the inverse<br />

floater securities. The total expense ratio excluding interest and fees is .64%.<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio<br />

Class I<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance :<br />

Net Asset Value, beginning of year ........................................ $ 7.87 $ 8.07 $ 6.65 $ 4.68 $ 6.89<br />

Income (Loss) From Investment Operations:<br />

Net investment income (loss) ............................................. .03 (.02) (.05) (.02) (.02)<br />

Net realized and unrealized gain (loss) on investments ....................... .71 1.16 1.47 1.99 (2.19)<br />

Total from investment operations ...................................... .74 1.14 1.42 1.97 (2.21)<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ..................................... — —(c) — — —<br />

Distributions from net realized gains ....................................... — (1.34) —(c) — —<br />

Distributions ........................................................... (.62) — — — —<br />

Total dividends and distributions ...................................... (.62) (1.34) —(c) — —<br />

Net Asset Value, end of year ............................................. $ 7.99 $ 7.87 $ 8.07 $ 6.65 $ 4.68<br />

Total Investment Return(a) ............................................. 9.59% 17.77% 21.39% 42.09% (32.08)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ........................................ $202.6 $194.8 $128.3 $170.0 $ 51.0<br />

Ratios to average net assets:<br />

Expenses ........................................................... .67% .80% .78% .80% .90%(b)<br />

Net investment income (loss) ........................................... .32% (.28)% (.53)% (.56)% (.48)%(b)<br />

Portfolio turnover rate ................................................... 70% 142% 212% 213% 299%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment loss ratios would<br />

have been .98% and (.56)%, respectively, for the year ended December 31, 2002.<br />

(c) Less than $.005 per share.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

D16<br />

104


have been 1.38% and (.95)%, respectively, for the year ended December 31, 2002.<br />

(c) Less than $.005 per share.<br />

SP Small Cap Growth Portfolio<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ........................................ $ 6.62 $ 6.46 $ 6.52 $ 4.84 $ 6.94<br />

Income (Loss) From Investment Operations:<br />

Net investment loss ..................................................... (.04) (.04) (.03) (.03) (.03)<br />

Net realized and unrealized gain (loss) on investments ....................... .86 .20 (.03) 1.71 (2.07)<br />

Total from investment operations ...................................... .82 .16 (.06) 1.68 (2.10)<br />

Net Asset Value, end of year ............................................. $ 7.44 $ 6.62 $ 6.46 $ 6.52 $ 4.84<br />

Total Investment Return(a) ............................................. 12.39% 2.48% (.92)% 34.71% (30.26)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ........................................ $123.0 $135.7 $184.1 $ 35.0 $ 12.5<br />

Ratios to average net assets:<br />

Expenses ........................................................... 1.14% 1.05% 1.09% 1.15%(b) 1.15%(b)<br />

Net investment loss ................................................... (.47)% (.44)% (.82)% (.72)%(b) (.73)%(b)<br />

Portfolio turnover rate ................................................... 53% 192% 240% 122% 109%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment loss ratios would<br />

have been 1.78% and (1.35)%, respectively, for the year ended December 31, 2003, and 2.30% and (1.89)%, respectively, for the year ended<br />

December 31, 2002.<br />

SP Small Cap Value Portfolio<br />

Year Ended December 31,<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ......................................... D17 $14.27 $15.51 $12.88 $ 9.68 $ 11.36<br />

Income (Loss) From Investment Operations:<br />

Net investment income ................................................... .10 .07 .08 .02 .05<br />

Net realized and unrealized gain (loss) on investments ........................ 1.78 .52 2.57 3.18 (1.68)<br />

Total from investment operations ....................................... 1.88 .59 2.65 3.20 (1.63)<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ...................................... — (.08) (.02) —(c) (.05)<br />

Distributions from net realized gains ........................................ — (1.75) —(c) — —<br />

Distributions ............................................................ (2.47) — — — —<br />

Total dividends and distributions ....................................... (2.47) (1.83) (.02) —(c) (.05)<br />

Net Asset Value, end of year .............................................. $13.68 $14.27 $15.51 $12.88 $ 9.68<br />

Total Investment Return(a) .............................................. 14.60% 4.61% 20.69% 33.11% (14.38)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ......................................... $369.0 $350.7 $393.3 $250.6 $ 99.2<br />

Ratios to average net assets:<br />

Expenses ............................................................ .96% .97% .96% 1.04% 1.05%(b)<br />

Net investment income ................................................. .71% .49% .69% .37% .69%(b)<br />

Portfolio turnover rate .................................................... 55% 119% 127% 90% 116%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment loss ratios would<br />

have been 1.10% and .64%, respectively, for the year ended December 31, 2002.<br />

(c) Less than $.005 per share.<br />

SP Strategic Partners Focused Growth Portfolio<br />

Class I<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ....................................... $8.07 $ 7.00 $ 6.33 $ 5.03 $ 6.73<br />

Income (Loss) From Investment Operations:<br />

Net investment loss .................................................... (.04) (.03) —(b) (.01) (.01)<br />

Net realized and unrealized gain (loss) on investments ....................... 105<br />

(.02) 1.10 .67 1.31 (1.69)<br />

Total from investment operations ..................................... (.06) 1.07 .67 1.30 (1.70)


(b) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment loss ratios would<br />

have been 1.10% and .64%, respectively, for the year ended December 31, 2002.<br />

(c) Less than $.005 per share.<br />

SP Strategic Partners Focused Growth Portfolio<br />

Class <strong>II</strong> I<br />

Year Ended December 31,<br />

2006 2006 2005 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net<br />

Net<br />

Asset<br />

Asset<br />

Value,<br />

Value,<br />

beginning<br />

beginning<br />

of<br />

of<br />

year<br />

year ........................................<br />

....................................... $8.07<br />

$7.91<br />

$<br />

$<br />

7.00<br />

6.88<br />

$<br />

$6.26<br />

6.33 $<br />

5.03<br />

4.99 $<br />

6.73<br />

6.70<br />

Income<br />

Income<br />

(Loss)<br />

(Loss)<br />

From<br />

From<br />

Investment<br />

Investment<br />

Operations:<br />

Operations:<br />

Net investment loss .................................................... (.04) (.03) —(b) (.01) (.01)<br />

Net investment loss .................................................... (.08) (.06) (.01) (.03) (.02)<br />

Net realized and unrealized gain (loss) on investments ....................... (.02) 1.10 .67 1.31 (1.69)<br />

Net realized and unrealized gain (loss) on investments ....................... (.01) 1.09 .63 1.30 (1.69)<br />

Total from investment operations ..................................... (.06) 1.07 .67 1.30 (1.70)<br />

Total from investment operations ..................................... (.09) 1.03 .62 1.27 (1.71)<br />

Less Distributions:<br />

Distributions<br />

Less Distributions:<br />

.......................................................... (.52) — Distributions .......................................................... (.52) — — — —<br />

Net Asset Value, end of year ............................................ $7.49 $ 8.07 $ 7.00 $ 6.33 $ 5.03<br />

Net Asset Value, end of year ............................................. 7.30 $ 7.91 $6.88 $ 6.26 $ 4.99<br />

Total Investment Return(a) ............................................ (.66)% 15.29% 10.58% 25.84% (25.26)%<br />

Ratios/Supplemental Total Investment Return(a) Data: ............................................. (1.07)% 14.97% 9.90% 25.45% (25.52)%<br />

Ratios/Supplemental Net assets, end of year Data: (in millions) ....................................... $38.7 $ 38.3 $ 30.1 $ 21.6 $ 10.8<br />

Net Ratios assets, to average end ofnet year assets: (in millions) ....................................... $31.3 $ 42.8 $32.1 $ 14.3 $ 6.6<br />

Ratios Expenses to average .......................................................... net assets:<br />

1.15% 1.07%(c) 1.01%(c) 1.01%(c) 1.01%(c)<br />

Expenses Net investment ........................................................... loss (.47)% 1.55% (.44)%(c) 1.47%(b) 1.41%(b) (.01)%(c) 1.41%(b) (.28)%(c) 1.41%(b) (.30)%(c)<br />

Portfolio Net investment turnover rate loss .................................................. 142% (.88)% 110% (.84)%(b) (.34)%(b) 84% (.68)%(b) 93% (.68)%(b) 62%<br />

Portfolio turnover rate ................................................... 142% 110% 84% 93% 62%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

(a) Total includes investment reinvestment returnofisdividends calculatedand assuming distributions. a purchase Total of return shares does onnot thereflect first day expenses and a sale associated on the with last day the of separate each year account reported suchand<br />

as<br />

includes administrative reinvestment fees, account of dividends chargesand surrender distributions. charges Totalwhich, return ifdoes reflected, not reflect would expenses reduce theassociated total returnswith for all theperiods separate shown. account Performance such as<br />

administrative figures may reflect fees, account voluntary charges fee waivers and surrender and/orcharges expense which, reimbursements. if reflected, would In the reduce absence the total ofreturns voluntary for all fee periods waivers shown. and/or Performance expense<br />

figures reimbursements, may reflect the total voluntary return fee would waivers be lower. and/or Past performance expense reimbursements. is no guaranteeInof future the absence results. of voluntary fee waivers and/or expense<br />

(b)<br />

reimbursements,<br />

Less than $.005 per<br />

the<br />

share.<br />

total return would be lower. Past performance is no guarantee of future results.<br />

(b)<br />

(c)<br />

Net<br />

Net<br />

of<br />

of<br />

expense<br />

expense<br />

reimbursement.<br />

reimbursement.<br />

If<br />

If<br />

the<br />

the<br />

investment<br />

investment<br />

advisor<br />

advisor<br />

had<br />

had<br />

not<br />

not<br />

reimbursed<br />

reimbursed<br />

expenses,<br />

expenses,<br />

the<br />

the<br />

annual<br />

annual<br />

expense<br />

expense<br />

and<br />

and<br />

net<br />

net<br />

investment<br />

investment<br />

loss<br />

loss<br />

ratios<br />

ratios<br />

would<br />

would<br />

have<br />

have<br />

been<br />

been<br />

1.54%<br />

1.14%<br />

and<br />

and<br />

(.91)%,<br />

(.51)%,<br />

respectively,<br />

respectively,<br />

for<br />

for<br />

the<br />

the<br />

year<br />

year<br />

ended<br />

ended<br />

December<br />

December<br />

31,<br />

31,<br />

2005,<br />

2005,<br />

1.68%<br />

1.28%<br />

and<br />

and<br />

(.61)%,<br />

(.28)%,<br />

respectively,<br />

respectively,<br />

for<br />

for<br />

the<br />

the<br />

year<br />

year<br />

ended<br />

ended<br />

December 31, 2004, 2.05% and (1.32)%, respectively, for the year ended December 31, 2003, and 2.34% and (1.61)%, respectively, for the year<br />

December 31, 2004, 1.65% and (.92)%, respectively for the year ended December 31, 2003, and 1.98% and (1.28)%, respectively, for the year<br />

ended December 31, 2002.<br />

ended December 31, 2002.<br />

SEE NOTES TO FINANCIAL STATEMENTS. SP T.Rowe Price Large Cap Growth Portfolio<br />

Year Ended December 31,<br />

D18 2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ........................................ $7.71 $ 6.61 $6.23 $ 5.03 $ 7.31<br />

Income (Loss) From Investment Operations:<br />

Net investment income (loss) ............................................. .02 (.03) (.01) —(c) (.01)<br />

Net realized and unrealized gain (loss) on investments ........................ .39 1.13 .39 1.20 (2.27)<br />

Total from investment operations ...................................... .41 1.10 .38 1.20 (2.28)<br />

Less Distributions:<br />

Distributions ........................................................... (.95) — — — —<br />

Net Asset Value, end of year ............................................. $7.17 $ 7.71 $6.61 $ 6.23 $ 5.03<br />

Total Investment Return(a) ............................................. 5.91% 16.64% 6.10% 23.86% (31.19)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ........................................ $77.7 $ 73.8 $65.7 $146.5 $ 57.7<br />

Ratios to average net assets:<br />

Expenses ........................................................... 1.06%(b) 1.06%(b) 1.08% 1.06% 1.10%(b)<br />

Net investment income (loss) ........................................... .25%(b) (.38)%(b) (.14)% (.11)% (.27)%(b)<br />

Portfolio turnover rate ................................................... 58% 144% 122% 38% 34%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Net of expense reimbursement. If the investment advisor had not reimbursed expenses, the annual expense and net investment income (loss)<br />

ratios would have been 1.19% and .13%, respectively, for the year ended December 31, 2006, 1.16% and (.48)%, respectively, for the year<br />

ended December 31, 2005, and 1.19% and (.35)%, respectively, for the year ended December 31, 2002.<br />

(c) Less than $.005 per share.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

D19<br />

106


SP Aggressive Growth Asset Allocation Portfolio<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance :<br />

Net Asset Value, beginning of year .......................................... $ 9.50 $ 8.98 $ 7.83 $ 5.90 $ 7.58<br />

Income (Loss) From Investment Operations:<br />

Net investment income .................................................... .10 .18 .02 .01 —(b)<br />

Net realized and unrealized gain (loss) on investments .......................... 1.22 .71 1.13 1.92 (1.68)<br />

Total from investment operations ........................................ 1.32 .89 1.15 1.93 (1.68)<br />

Less Dividends and Distributions: .........................................<br />

Dividends from net investment income ....................................... — (.02) —(b) —(b) —<br />

Distributions from net realized gains ......................................... — (.35) — — —<br />

Distributions ............................................................. (.41) — — — —<br />

Total dividends and distributions ......................................... (.41) (.37) — — —<br />

Net Asset Value, end of year ............................................... $10.41 $ 9.50 $ 8.98 $ 7.83 $ 5.90<br />

Total Investment Return(a) ................................................ 14.27% 10.48% 14.76% 32.77% (22.16)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) .......................................... $201.6 $188.2 $136.9 $ 60.6 $ 15.1<br />

Ratios to average net assets:<br />

Expenses ............................................................. .05% .05% .05% .05% .05%<br />

Net investment income .................................................. 1.00% 2.29% .27% .16% .06%<br />

Portfolio turnover rate ..................................................... 28% 26% 60% 22% 26%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Less than $.005 per share.<br />

SP AIM Core Equity Portfolio<br />

SP Balanced Asset Allocation Portfolio<br />

Year Ended December 31,<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year ........................................... $ 7.62 $7.36 $6.80 $ 5.52 $ 6.51<br />

Net Asset Value, beginning of year ........................................ $ 10.92 $ 10.63 $ 9.66 $ 7.96 $ 9.02<br />

Income From Investment Operations:<br />

Income (Loss) From Investment Operations:<br />

Net investment income ..................................................... .09 .07 .08 .04 .02<br />

Net investment income .................................................. .25 .27 .09 .09 .11<br />

Net realized and unrealized gain (loss) on investments ........................... 1.08 .27 .51 1.26 (1.01)<br />

Net realized and unrealized gain (loss) on investments ....................... .89 .49 .97 1.71 (1.16)<br />

Total from investment operations .........................................<br />

Total from investment operations .....................................<br />

1.17<br />

1.14<br />

.34<br />

.76<br />

.59<br />

1.06<br />

1.30<br />

1.80<br />

(.99)<br />

(1.05)<br />

Less Dividends and Distributions:<br />

Less Dividends and Distributions:<br />

Dividends from net investment income ........................................ — (.08) (.03) (.02) —<br />

Dividends from net investment income ..................................... — (.10) (.08) (.10) —<br />

Distributions .............................................................. (.51) — — — —<br />

Distributions from net realized gains ....................................... — (.37) (.01) — (.01)<br />

Distributions Total dividends .......................................................... and distributions (.47) (.51) (.08) — (.03) — (.02) — ——<br />

Net Asset Total dividends Value, endand of year distributions ................................................ $ (.47) 8.28 $7.62 (.47) $7.36 (.09) $ 6.80 (.10) $ 5.52 (.01)<br />

Total Net Asset Investment Value, end Return(a) of year ................................................ $ 11.59 16.05% $ 10.92 4.63% $10.63 8.79% 23.69% $ 9.66 (15.21)% $ 7.96<br />

Ratios/Supplemental Data:<br />

Total Investment Return(a) ............................................. 10.69% 7.60% 11.09% 22.87% (11.67)%<br />

Net assets, end of year (in millions) ........................................... $ 37.9 $34.2 $31.8 $ 22.8 $ 13.9<br />

Ratios/Supplemental Data:<br />

Ratios to average net assets:<br />

Net assets, end of year (in millions) ....................................... $1,406.3 $1,372.0 $837.0 $449.8 $ 147.3<br />

Expenses .............................................................. 1.02%(b) 1.00%(b) 1.00%(b) 1.00%(b) 1.00%(b)<br />

Ratios to average net assets:<br />

Net investment income ................................................... 1.20%(b) .98%(b) 1.27%(b) .70%(b) .45%(b)<br />

Expenses ........................................................... .05% .05% .05% .05% .05%<br />

Portfolio turnover rate ...................................................... 38% 69% 68% 37% 116%<br />

Net investment income ................................................ 2.23% 3.40% 1.37% 1.83% 1.96%<br />

Portfolio (a) Totalturnover investment rate return ................................................... is calculated assuming a purchase of shares on the first day27% and a sale on 21% the last day 48% of each year 12% reported22%<br />

and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

(a) Total<br />

administrative<br />

investment<br />

fees,<br />

return<br />

account<br />

is calculated<br />

charges and<br />

assuming<br />

surrender<br />

a purchase<br />

charges which,<br />

of shares<br />

if reflected,<br />

on the<br />

would<br />

first day<br />

reduce<br />

and<br />

the<br />

a sale<br />

total<br />

on<br />

returns<br />

the last<br />

for<br />

day<br />

all periods<br />

of each<br />

shown.<br />

year reported<br />

Performance<br />

and<br />

includes<br />

figures may<br />

reinvestment<br />

reflect voluntary<br />

of dividends<br />

fee<br />

and<br />

waivers<br />

distributions.<br />

and/or expense<br />

Total return<br />

reimbursements.<br />

does not reflect<br />

In the<br />

expenses<br />

absence<br />

associated<br />

of voluntary<br />

with the<br />

fee<br />

separate<br />

waivers<br />

account<br />

and/or expense<br />

such as<br />

administrative<br />

reimbursements,<br />

fees,<br />

the<br />

account<br />

total return<br />

charges<br />

would<br />

and<br />

be<br />

surrender<br />

lower. Past<br />

charges<br />

performance<br />

which,<br />

is<br />

if<br />

no<br />

reflected,<br />

guarantee<br />

would<br />

of future<br />

reduce<br />

results.<br />

the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

(b) reimbursements, Net of expense reimbursement. the total return would If the investment be lower. Past advisor performance had not reimbursed is no guarantee expenses, of future theresults.<br />

annual expense and net investment income ratios<br />

would have been 1.29% and .93%, respectively, for year ended December 31, 2006, 1.28% and .70%, respectively, for the year ended<br />

December 31, 2005, 1.48% and .79%, respectively, for the year ended December 31, 2004, 1.72% and (.02)%, respectively for the year ended<br />

December 31, 2003, and 1.79% and (.34)%, respectively, for the year ended December 31, SP 2002. Conservative Asset Allocation Portfolio<br />

Year Ended December 31,<br />

SEE NOTES TO FINANCIAL STATEMENTS. 2006 2005 2004 2003 2002<br />

Per Share Operating Performance :<br />

Net Asset Value, beginning of year ........................................... D10<br />

$11.28 $11.20 $10.48 $ 9.16 $ 9.77<br />

Income (Loss) From Investment Operations:<br />

Net investment income ..................................................... 107<br />

.35 .38 .14 .16 .16<br />

Net realized and unrealized gain (loss) on investments ........................... .59 .25 .77 1.33 (.73)<br />

Total from investment operations ......................................... .94 .63 .91 1.49 (.57)


figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

SP Davis Value Portfolio<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

SP Conservative Asset Allocation Portfolio<br />

Net Asset Value, beginning of year ......................................... $10.68 $10.98 Year Ended $ 9.80 December $ 7.62 31, $ 9.04<br />

Income (Loss) From Investment Operations:<br />

2006 2005 2004 2003 2002<br />

Per Net investment Share Operating income Performance ................................................... :<br />

Net Asset realized Value, and unrealized beginning of gain year (loss) ........................................... on investments .09<br />

1.49 $11.28<br />

.09<br />

$11.20 .82<br />

.10<br />

1.12 $10.48<br />

.05<br />

2.18 $ 9.16<br />

.05<br />

(1.47) $ 9.77<br />

Income<br />

Total<br />

(Loss)<br />

from investment<br />

From Investment<br />

operations<br />

Operations:<br />

.......................................<br />

Net Lessinvestment Dividendsincome and Distributions:<br />

.....................................................<br />

1.58<br />

.35<br />

.91<br />

.38<br />

1.22<br />

.14<br />

2.23<br />

.16<br />

(1.42)<br />

.16<br />

Net Dividends realized from andnet unrealized investment gain income (loss) on ...................................... investments —.59 (.10) .25 (.04) .77 (.05) 1.33 —(c) (.73)<br />

Distributions from net realized gains ........................................ — (1.11) — — —<br />

Total from investment operations ......................................... .94 .63 .91 1.49 (.57)<br />

Distributions ............................................................ (.27) — — — —<br />

Less Dividends and Distributions:<br />

Total dividends and distributions ....................................... (.27) (1.21) (.04) (.05) —(c)<br />

Dividends from net investment income ......................................... — (.16) (.16) (.16) (.03)<br />

Distributions Net Asset Value, fromend net of realized year .............................................. gains $11.99 — $10.68 (.39) $10.98 (.03) $ 9.80 (.01) $ 7.62 (.01)<br />

Distributions Total Investment .............................................................. Return(a) 15.02% (.56) 9.52% — 12.53% — 29.40% — (15.70)% —<br />

Ratios/Supplemental Total dividends andData:<br />

distributions .......................................... (.56) (.55) (.19) (.17) (.04)<br />

Net assets, end of year (in millions) ......................................... $328.0 $311.7 $285.5 $391.2 $ 165.0<br />

Net Asset Value, end of year ................................................. $11.66 $11.28 $11.20 $10.48 $ 9.16<br />

Ratios to average net assets:<br />

Total Expenses Investment ............................................................ Return(a): .81% 8.67% .82% 5.91% .82% 8.89% .82% 16.49% .83%(b) (5.88)%<br />

Ratios/Supplemental Net investment income Data: .................................................<br />

Net Portfolio assets, turnover end ofrate year .................................................... (in millions) .81%<br />

$632.8 14%<br />

.87%<br />

$642.0 14%<br />

.89%<br />

$459.9 34%<br />

.80%<br />

$281.2 7%<br />

.82%(b)<br />

$117.5 22%<br />

Ratios to average net assets:<br />

(a)<br />

Expenses<br />

Total investment<br />

...............................................................<br />

return is calculated assuming a purchase of shares on the first day and<br />

.05%<br />

a sale on<br />

.05%<br />

the last day<br />

.05%<br />

of each year<br />

.05%<br />

reported<br />

.05%<br />

and<br />

Net<br />

includes<br />

investment<br />

reinvestment<br />

income ....................................................<br />

of dividends and distributions. Total return does not reflect expenses<br />

2.94%<br />

associated<br />

4.10%<br />

with<br />

1.86%<br />

the separate<br />

2.60%<br />

account such<br />

2.79%<br />

as<br />

Portfolio<br />

administrative<br />

turnover rate<br />

fees,<br />

......................................................<br />

account charges and surrender charges which, if reflected, would reduce<br />

33%<br />

the total returns<br />

24%<br />

for all<br />

47%<br />

periods shown.<br />

22%<br />

Performance<br />

25%<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

(a) Total reimbursements, investment the return total isreturn calculated wouldassuming be lower. Past a purchase performance of shares is noon guarantee the firstof day future andresults.<br />

a sale on the last day of each year reported and<br />

(b) includes Net of expense reinvestment reimbursement. of dividends If theand investment distributions. advisor Total hadreturn not reimbursed does not reflect expenses, expenses the annual associated expense with andthenet separate investment account income such ratios as<br />

administrative would have been fees, .87% account and .78%, charges respectively, and surrender for the charges year ended which, December if reflected, 31, would 2002. reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

(c) reimbursements, Less than $.005 per theshare.<br />

total return would be lower. Past performance is no guarantee of future results.<br />

SP Growth Asset Allocation Portfolio<br />

Year Ended December 31,<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance : SEE NOTES TO FINANCIAL STATEMENTS.<br />

Net Asset Value, beginning of year ....................................... $ 10.23 $ 9.80 $ 8.71 $ 6.84 $ 8.27<br />

Income (Loss) From Investment Operations:<br />

D11<br />

Net investment income ................................................. .16 .19 .06 .04 .06<br />

Net realized and unrealized gain (loss) on investments ....................... 1.13 .66 1.07 1.88 (1.49)<br />

Total from investment operations ..................................... 1.29 .85 1.13 1.92 (1.43)<br />

Less Dividends and Distributions:<br />

Dividends from net investment income .................................... — (.06) (.04) (.05) —<br />

Distributions from net realized gains ...................................... — (.36) — — —<br />

Distributions .......................................................... (.35) — — — —<br />

Total dividends and distributions ..................................... (.35) (.42) (.04) (.05) —(b)<br />

Net Asset Value, end of year ............................................ $ 11.17 $ 10.23 $ 9.80 $ 8.71 $ 6.84<br />

Total Investment Return(a) ............................................ 12.88% 9.24% 13.05% 28.27% (17.26)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) ....................................... $1,283.9 $1,212.0 $662.7 $326.7 $ 96.4<br />

Ratios to average net assets:<br />

Expenses .......................................................... .05% .05% .05% .05% .05%<br />

Net investment income ............................................... 1.50% 2.65% .94% 1.10% 1.12%<br />

Portfolio turnover rate .................................................. 25% 18% 53% 18% 24%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and<br />

includes reinvestment of dividends and distributions. Total return does not reflect expenses associated with the separate account such as<br />

administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance<br />

figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense<br />

reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Less than $.005 per share.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

D12<br />

108


Notes<br />

109


Notes<br />

110


INVESTOR INFORMATION SERVICES:<br />

Shareholder inquiries should be made by calling (800) 778-2255 or by writing to The <strong>Prudential</strong> Series Fund at Gateway Center<br />

Three, 100 Mulberry Street, Newark, New Jersey 07102. Additional information about the Portfolios is included in a Statement of<br />

Additional Information, which is incorporated by reference into this Prospectus. Additional information about the Portfolios’<br />

investments is available in the annual and semi-annual reports to holders of variable annuity contracts and variable life insurance<br />

policies. In the annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected<br />

each Portfolio’s performance during its last fiscal year. The Statement of Additional Information and additional copies of annual and<br />

semi-annual reports are available without charge by calling the above number. The Statement of Additional Information and the<br />

annual and semi-annual reports are also available without charge on the Fund’s website at www.prudential.com.<br />

Delivery of Prospectus and Other Documents to Households. To lower costs and eliminate duplicate documents sent to your<br />

address, the Fund, in accordance with applicable laws and regulations, may begin mailing only one copy of the Fund’s prospectus,<br />

prospectus supplements, annual and semi-annual reports, proxy statements and information statements, or any other required<br />

documents to your address even if more than one shareholder lives there. If you have previously consented to have any of these<br />

documents delivered to multiple investors at a shared address, as required by law, and you wish to revoke this consent or would<br />

otherwise prefer to continue to receive your own copy, you should call the number above, or write to the Fund at the above address.<br />

The Fund will begin sending individual copies to you within thirty days of revocation.<br />

The information in the Fund’s filings with the Securities and Exchange Commission (including the Statement of Additional<br />

Information) is available from the Commission. Copies of this information may be obtained, upon payment of duplicating fees, by<br />

electronic request to publicinfo@sec.gov or by writing the Public Reference Section of the Commission, Washington, DC<br />

20549-0102. The information can also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC.<br />

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-942-8090. Finally,<br />

information about the Fund is available on the EDGAR database on the Commission’s internet site at www.sec.gov.<br />

Investment Company File Act No. 811-03623<br />

PSF-VUL-2


Advanced Series Trust<br />

AST UBS Dynamic Alpha Portfolio<br />

Supplement dated January 31, 2008 to the Prospectus and Statement of Additional Information<br />

dated May 1, 2007<br />

Brian D. Singer is no longer a portfolio manager on the AST UBS Dynamic Alpha Portfolio of<br />

the Fund. Edwin Denson, Thomas Clarke and Neil Williams have replaced Mr. Singer as the lead<br />

portfolio managers in charge of the Portfolio’s day-to-day operations. To reflect this change, the<br />

following changes are to be made to the Fund’s Prospectus and SAI. These changes are effective<br />

immediately:<br />

1.) All references to Brian D. Singer are hereby deleted.<br />

2.) In the Prospectus, under the section How the Fund is Managed: Portfolio Managers, the<br />

following text is inserted under the heading for the Portfolio, replacing the references to<br />

Mr. Singer:<br />

Edwin Denson, Thomas Clarke and Neil Williams are the lead portfolio managers for the<br />

Portfolio. Messrs. Denson, Clarke and Williams have access to certain members of the<br />

fixed-income and equities investment management teams, each of whom is allocated a<br />

specified portion of the Portfolio over which he or she has independent responsibility for<br />

research, security selection, and portfolio construction. The team members also have<br />

access to additional portfolio managers and analysts within the various asset classes and<br />

markets in which the Portfolio invests. Mr. Denson and Mr. Williams, as senior portfolio<br />

managers for the Portfolio, have responsibility for allocating the Portfolio among the<br />

various managers and analysts, occasionally implementing trades on behalf of analysts on<br />

the team and reviewing the overall composition of the Portfolio to ensure its compliance<br />

with its stated investment objectives and strategies. Mr. Clarke, as senior portfolio<br />

manager for the Portfolio, has responsibility for setting the currency strategies and<br />

making all currency decisions for the Portfolio, occasionally implementing trades on<br />

behalf of analysts on the team and reviewing the overall composition of the portfolio to<br />

ensure its compliance with its stated investment objectives and strategies. Information<br />

about Messrs. Denson, Clarke and Williams is provided below.<br />

Edwin Denson is an Executive Director and has been a senior asset allocation analyst at<br />

UBS Global Asset Management since 2005. Mr. Denson is a member of the Asset<br />

Allocation Analysis and Strategy team. Previously, he served as director and asset<br />

allocation analyst with UBS Global Asset Management since 2001. Mr. Denson has been<br />

involved with the management of the Portfolio since its inception and assumed his<br />

present role in 2007.<br />

Thomas Clarke is a Managing Director and Head of Currency Analysis and Strategy at<br />

UBS Global Asset Management. Mr. Clarke has been an investment professional at UBS<br />

Global Asset Management since 2000. Mr. Clarke has been involved with the<br />

management of the Portfolio since its inception and assumed his present role in 2007.<br />

ASTSUP6


Neil Williams is a Managing Director and has been Head of Asset Allocation at UBS<br />

Global Asset Management since 2003. Mr. Williams has been involved with the<br />

management of the Portfolio since its inception and assumed his present role in 2007.<br />

3.) In the SAI, the table pertaining to the Portfolio under the heading Portfolio Managers:<br />

Other Accounts is hereby changed to reflect the new portfolio management as reflected<br />

below:<br />

AST UBS<br />

Dynamic<br />

Alpha<br />

Portfolio<br />

Registered investment<br />

companies<br />

Other pooled<br />

investment vehicles Other accounts<br />

Portfolio<br />

Assets<br />

managed<br />

Assets<br />

managed<br />

Assets<br />

managed<br />

Manager Number (millions) Number (millions) Number (millions)<br />

Edwin Denson 1 11 $13,680 21 2 $26,984 25 $5,206<br />

Thomas<br />

Clarke 1 7 $12,682 21 2 $27,065 11 $3,185<br />

Neil Williams 1 3 $3,621 4 $5,175 7 $1,212<br />

1. Edwin Denson, Thomas Clarke and Neil Williams began managing their respective Funds<br />

effective on December 31, 2007. Information provided for Messrs. Denson, Clarke and Williams<br />

is as of September 30, 2007.<br />

2. One account with assets of approximately $187 million has an advisory fee based upon the<br />

performance of the account.<br />

ASTSUP6


Advanced Series Trust<br />

Supplement dated November 28, 2007 to<br />

Prospectuses dated May 1, 2007 and November 19, 2007<br />

This supplement sets forth certain changes to the Prospectuses of Advanced Series Trust (the Trust), dated<br />

May 1, 2007 and November 19, 2007, with respect to the indicated Portfolios of the Trust. The Portfolios<br />

discussed in this supplement may not be available under your variable contract. For more information<br />

about the Portfolios available under your contract, please refer to your contract prospectus. The following<br />

should be read in conjunction with the Trust’s Prospectuses and should be retained for future reference.<br />

Adoption of Redemption in Kind Procedures<br />

The Board of Trustees of the Trust (the Board) recently adopted redemption in kind procedures. The Trust<br />

may pay the redemption price to certain affiliated shareholders (for example, the insurance company<br />

separate accounts holding Trust shares) in whole or in part by a distribution in-kind of securities from the<br />

relevant investment portfolio of the Trust, in lieu of cash, in conformity with applicable rules of the<br />

Securities and Commission and procedures adopted by the Board. Securities will be readily marketable<br />

and will be valued in the same manner as in a regular redemption. If shares are redeemed in kind, the<br />

recipient will incur transaction costs in converting such assets into cash. These procedures govern the<br />

redemption by the shareholder of record, generally an insurance company separate account. The<br />

procedures do not affect payments by an insurance company to a contract owner under a variable contract.<br />

AST CLS Growth Asset Allocation Portfolio<br />

AST CLS Moderate Asset Allocation Portfolio<br />

AST Horizon Growth Asset Allocation Portfolio<br />

AST Horizon Moderate Asset Allocation Portfolio<br />

AST Niemann Capital Growth Asset Allocation Portfolio<br />

The information appearing under the heading “Investment Objectives and Policies – Description of<br />

Investment Process -- Implementation of Target Asset Allocations and Underlying Portfolio Selections” is<br />

hereby deleted in its entirety and replaced with the following information.<br />

PI will handle the day-to-day purchase, retention, and sale of shares of the Underlying Portfolios. Such<br />

purchases and sales generally will be made in accordance with the target asset allocation and Underlying<br />

Portfolio weights for the relevant Asset Allocation Portfolio. Each AA Sub-Advisor may, from time to<br />

time, change the target asset allocation and/or Underlying ETF weights for an Asset Allocation Portfolio. In<br />

addition, PI may, from time to time, change the Underlying Trust Portfolio weights for any of the “core”<br />

investment categories. In the event of any such change, PI will purchase and redeem shares of the relevant<br />

Underlying Portfolios in order to cause the Asset Allocation Portfolio’s actual holdings to match the thencurrent<br />

target asset allocation and/or Underlying Portfolio weights for that Asset Allocation Portfolio. Sales<br />

of Underlying Trust Portfolio shares resulting from changes to target asset allocations and/or Underlying<br />

Portfolio weights, however, will be subject to guidelines established from time to time by PI. Currently,<br />

under normal circumstances, no more than 1% of an Asset Allocation Portfolio’s holdings in Underlying<br />

Trust Portfolios (but not including assets allocated to the AST Money Market Portfolio) in any particular<br />

“core” investment category (e.g., domestic large-cap growth or domestic large-cap value investment<br />

categories) may be redeemed on any particular day in order to effect a related target asset allocation or<br />

Underlying Portfolio weight shift. Unlike transactions in Underlying Trust Portfolio shares, transactions in<br />

Underlying ETFs will not be subject to the above-referenced guidelines or any other limitations. Frequent<br />

purchases and sales of Underlying ETFs by an Asset Allocation Portfolio may, however, result in higher<br />

costs for brokerage commissions, dealer mark-ups, and other transaction-related expenses. These trading<br />

expenses may adversely affect an Asset Allocation Portfolio’s investment performance.<br />

ASTSUP4


THE PRUDENTIAL SERIES FUND<br />

SP Asset Allocation Portfolios<br />

ADVANCED SERIES TRUST<br />

AST Dynamic Asset Allocation Portfolios<br />

Supplement dated October 26, 2007<br />

To Prospectuses and Statements of Additional Information dated May 1, 2007<br />

Brian Ahrens has replaced James G. Russell as a portfolio manager for each of the SP Asset Allocation<br />

Portfolios and each of the AST Dynamic Asset Allocation Portfolios. All references and information<br />

pertaining to Mr. Russell appearing in the prospectus and Statement of Additional Information are hereby<br />

deleted.<br />

To further reflect this change, information pertaining to Mr. Ahrens is hereby added as noted below:<br />

The section of each Prospectus entitled “How the Fund is Managed – Portfolio Managers” is amended by<br />

adding the following discussion pertaining to Mr. Ahrens to the existing discussions pertaining to the SP<br />

Asset Allocation Portfolios and the AST Dynamic Asset Allocation Portfolios:<br />

Brian Ahrens is the Senior Vice President and Head of the Strategic Investment Research Group<br />

of <strong>Prudential</strong> Investments. His staff of professionals is responsible for over 150 managers and 400<br />

different investment styles that represent approximately $110 billion in total assets. Mr. Ahrens<br />

has been with <strong>Prudential</strong> for over 15 years. Most recently he worked for <strong>Prudential</strong> Securities on<br />

their Fixed Income Sales/Trading Desk where he was an Associate Vice President.<br />

Mr. Ahrens earned his M.B.A. in Finance from the Stern School of Business at New York<br />

University. He graduated from James Madison University with a double major in Finance and<br />

German. He is series 7, series 24 and series 63 certified, CIMA certified, and presently a candidate<br />

for the CFA.<br />

The section of Part I of each Statement of Additional Information entitled “Management & Advisory<br />

Arrangements – Additional Information About the Portfolio Managers – Other Accounts and Fund<br />

Ownership” is amended by adding to the tables for each of the SP Asset Allocation Portfolios and the AST<br />

Dynamic Asset Allocation Portfolios the following information pertaining to Mr. Ahrens. Information<br />

pertaining to Mr. Ahrens is furnished as of June 30, 2007:<br />

SP Aggressive Growth Asset Allocation Portfolio<br />

Portfolio<br />

Managers<br />

Registered<br />

Investment<br />

Companies<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$15,190,147,818 None None None<br />

SP Balanced Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$13,999,479,784 None None None<br />

ASTPSFSUP1<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities


SP Conservative Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies Vehicles<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Other Accounts<br />

Brian Ahrens 8/$14,775,305,529 None None None<br />

SP Growth Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$14,108,291,142 None None None<br />

AST Aggressive Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies Vehicles<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Other Accounts<br />

Brian Ahrens 8/$14,882,500,028 None None None<br />

AST Capital Growth Asset Allocation Portfolio<br />

Portfolio<br />

Managers<br />

Registered<br />

Investment<br />

Companies<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$9,889,922,285 None None None<br />

SP Balanced Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$11,233,741,636 None None None<br />

AST Conservative Asset Allocation Portfolio<br />

Portfolio<br />

Managers<br />

Registered<br />

Investment<br />

Companies<br />

Other Pooled<br />

Investment<br />

Vehicles<br />

Other Accounts<br />

Brian Ahrens 8/$14,228,186,515 None None None<br />

AST Preservation Asset Allocation Portfolio<br />

Registered<br />

Investment<br />

Companies Vehicles<br />

Portfolio<br />

Managers<br />

Other Pooled<br />

Investment<br />

Other Accounts<br />

Brian Ahrens 8/$14,892,465,863 None None None<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

Ownership<br />

of Fund<br />

Securities<br />

ASTPSFSUP1


ADVANCED SERIES TRUST<br />

Supplement dated August 15, 2007 to the Prospectus<br />

dated May 1, 2007<br />

This supplement sets forth certain changes to the Prospectus of Advanced Series Trust (the Fund) dated May 1, 2007 with<br />

respect to the indicated Portfolios of the Fund. The Portfolios discussed in this supplement may not be available under your variable<br />

contract. For more information about the Portfolios available under your contract, please refer to your contract prospectus. The<br />

following should be read in conjunction with the Fund’s Prospectus and should be retained for future reference.<br />

Fees and Expenses of the Portfolios<br />

The section of the Prospectus entitled “Fees And Expenses Of The Portfolios” is hereby revised by deleting footnote (3) to<br />

the table titled “Annual Portfolio Operating Expenses” and substituting new footnote (3) as set forth below:<br />

(3) Effective as of July 1, 2007, <strong>Prudential</strong> Investments LLC and AST Investment<br />

Services, Inc. have voluntarily agreed to waive a portion of their management fee and/or limit<br />

expenses (expressed as a percentage of average daily net assets) for certain Portfolios of the<br />

Fund, as set forth in the table below. These arrangements, which are set forth as follows, may be<br />

discontinued or otherwise modified at any time.<br />

Portfolio<br />

Fee Waiver and/or Expense Limitation<br />

AST AllianceBernstein Managed Index 500 Voluntarily limit Portfolio expenses to 0.80%<br />

AST American Century Strategic Allocation Voluntarily limit Portfolio expenses to 1.25%<br />

AST Cohen & Steers Realty Voluntarily limit Portfolio expenses to 1.45%<br />

AST DeAM Small-Cap Value Voluntarily limit Portfolio expenses to 1.14%<br />

AST Goldman Sachs Concentrated Growth Voluntarily limit Portfolio expenses to 0.86%<br />

AST Goldman Sachs Mid-Cap Growth Voluntarily limit Portfolio expenses to 1.12%<br />

AST High Yield Voluntarily limit Portfolio expenses to 0.88%<br />

AST International Growth Voluntarily limit Portfolio expenses to 1.75%<br />

AST International Value Voluntarily limit Portfolio expenses to 1.50%<br />

AST JPMorgan International Equity Voluntarily limit Portfolio expenses to 1.01%<br />

AST Large-Cap Value Voluntarily limit Portfolio expenses to 1.20%<br />

AST Lord Abbett Bond Debenture Voluntarily limit Portfolio expenses to 0.88%<br />

AST Marsico Capital Growth Voluntarily limit Portfolio expenses to 1.35%<br />

AST MFS Global Equity Voluntarily limit Portfolio expenses to 1.18%<br />

AST MFS Growth Voluntarily limit Portfolio expenses to 1.35%<br />

AST Mid-Cap Value Voluntarily limit Portfolio expenses to 1.45%<br />

AST Money Market Voluntarily limit Portfolio expenses to 0.56%<br />

AST Neuberger Berman Mid-Cap Growth Voluntarily limit Portfolio expenses to 1.25%<br />

AST Neuberger Berman Mid-Cap Value Voluntarily limit Portfolio expenses to 1.25%<br />

AST PIMCO Limited Maturity Bond Voluntarily limit Portfolio expenses to 1.05%<br />

AST PIMCO Total Return Bond<br />

Contractually limit Portfolio expenses to<br />

1.05%<br />

AST T. Rowe Price Asset Allocation Voluntarily limit Portfolio expenses to 1.25%<br />

AST T. Rowe Price Natural Resources Voluntarily limit Portfolio expenses to 1.35%<br />

Subadvisory Arrangements: American Century Strategic Allocation Portfolio<br />

American Century Investment Management, Inc. (American Century) serves as the subadviser to the AST American Century<br />

Strategic Allocation Portfolio. American Century has entered into a sub-subadvisory agreement with American Century Global<br />

Investment Management, Inc. (American Century Global), pursuant to which American Century has contracted with American<br />

Century Global for the purpose of providing investment advisory services to the Portfolio with respect to the international portion<br />

of the Portfolio. In order to reflect the addition of American Century Global as a sub-subadviser to the Portfolio, the indicated<br />

sections of the Prospectus are revised as follows:<br />

ASTSUP2


The chart entitled “Investment Subadvisers” appearing in the section of the Prospectus entitled<br />

“How the Fund is Managed—Investment Subadvisers” is revised by adding American Century<br />

Global Investment Management, Inc. as an investment subadviser to the AST American Century<br />

Strategic Allocation Portfolio.<br />

The description of American Century appearing in the section of the Prospectus entitled “How the Fund is Managed—Investment<br />

Subadvisers” is revised by deleting the existing description and substituting the following new description:<br />

American Century Investment Management, Inc. (American Century) has been providing<br />

investment advisory services to investment companies and institutional clients since 1958. As of<br />

December 31, 2006, American Century and its affiliates managed assets totaling approximately<br />

$103.2 billion. American Century Global Investment Management (American Century Global),<br />

an affiliate of American Century, also provides investment advisory services.<br />

The discussion of portfolio managers for the American Century Strategic Allocation Portfolio appearing in the section of the<br />

Prospectus entitled “How the Fund is Managed—Portfolio Managers” is revised by deleting the fourth paragraph and replacing it<br />

with the following:<br />

Responsibility for research, security selection and portfolio construction for specified portions of<br />

the AST American Century Strategic Allocation Portfolio will be allocated among portfolio<br />

teams from American Century and American Century Global that represent various investment<br />

disciplines.<br />

AST First Trust Balanced Target Portfolio<br />

AST First Trust Capital Appreciation Target Portfolio<br />

The first full paragraph on page 32 of the Prospectus appearing in the section entitled “Asset Allocation Portfolios: Investment<br />

Objectives & Principal Strategies of the Portfolios--AST First Trust Capital Appreciation Portfolio and AST First Trust Balanced<br />

Target Portfolio” is hereby deleted in its entirety and replaced with the following:<br />

Initially, each Portfolio will invest in securities determined by the model based on its six respective<br />

investment strategies. On or about the annual security selection date (March 1), each Portfolio will<br />

establish both the percentage allocations among the six investment strategies and the percentage<br />

allocation of each security's position within each of the five investment strategies that invest primarily<br />

in equity securities (each, an “Equity Strategy” and collectively, the "Equity Strategies"). First Trust<br />

reserves the right to over-weight, under-weight, or exclude certain companies from the holdings of<br />

either Portfolio. A more complete description of the investment strategy of each Portfolio is included<br />

in this Prospectus under "More Detailed Information About How the Portfolios Invest."<br />

The first full paragrapgh on page 127 of the Prospectus appearing in the section of the Prospectus entitled “MORE DETAILED<br />

INFORMATION ON HOW THE PORTFOLIOS INVEST--Investment Objectives & Policies-- AST First Trust Capital Appreciation<br />

Portfolio and AST First Trust Balanced Target Portfolio” is hereby deleted in its entirety and replaced with the following:<br />

General. Each Portfolio allocates its assets across six uniquely specialized investment strategies.<br />

Initially, each Portfolio will invest in the securities determined by the model based on its six respective<br />

investment strategies. On or about the annual security selection date (March 1), each Portfolio will<br />

establish both percentage allocations among the six investment strategies and the percentage allocation<br />

of each security's position within each Equity Strategy. First Trust reserves the right to over-weight,<br />

under-weight, or exclude certain companies from the holdings of either Portfolio. The percentage<br />

allocations among the six investment strategies at each annual security selection date are<br />

approximately as follows:<br />

ASTSUP2


The sub-section of the Prospectus entitled “MORE DETAILED INFORMATION ON HOW THE PORTFOLIOS INVEST--<br />

Investment Objectives & Policies—AST First Trust Capital Appreciation Portfolio and AST First Trust Balanced Target Portfolio—<br />

Investment Strategies for the Portfolios—Dow Jones Income” is hereby deleted in its entirety and replaced with the following:<br />

In selecting securities for this strategy, First Trust follows an investment strategy that invests in<br />

securities identified by applying certain screens to the Dow Jones Corporate Bond Index. This strategy<br />

emphasizes high credit quality, liquidity, diversification, issuer fundamentals, and duration<br />

management.<br />

· Step 1: Begin with the universe of bonds that comprise the Dow Jones Corporate Bond Index on<br />

or about the applicable security selection date. The Dow Jones Corporate Bond Index identifies<br />

bonds with an investment-grade credit rating of no less than Baa3 as rated by Moody's Investors<br />

Service (or rated of similar quality by another rating agency).<br />

· Step 2: For liquidity, eliminate each bond that does not have at least $350 million principal<br />

amount in outstanding issuance.<br />

· Step 3: Eliminate bonds based on proprietary factors including issuer fundamentals and<br />

diversification.<br />

· Step 4: Bonds satisfying the above 3 steps are weighted across multiple sectors and maturity bands<br />

of the Dow Jones Corporate Bond Index.<br />

· Step 5: Bonds are then selected based on availability and relative value compared to similar<br />

quality bonds within the investment grade universe. Due to poor liquidity or lack of availability,<br />

like-bonds that are not components of the Dow Jones Corporate Bond Index may be selected<br />

within the investment grade universe that have similar characteristics as the bonds identified<br />

through steps 1-4.<br />

In the event a bond identified by the process described above is exempted from the Dow Jones<br />

Corporate Bond Index, First Trust may continue its investment in such bond or may identify an<br />

alternative bond from the Dow Jones Corporate Bond Index.<br />

Each holding is monitored and evaluated for potential credit downgrades/upgrades and issue-specific<br />

business fundamentals, and the portfolio is monitored for interest rate sensitivity through optimal<br />

duration management.<br />

AST Small-Cap Value Portfolio<br />

The first paragraph of the discussion appearing in the section of the prospectus entitled “Risk/Return Summary”<br />

on page 13 of the prospectus is deleted and replaced with the following new paragraph:<br />

The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in small<br />

capitalization companies. Small capitalization companies are generally defined as stocks of<br />

companies with market capitalizations that are within the market capitalization range of the Russell<br />

2000 Value Index. As of January 31, 2007, the market capitalization range of the Russell 2000<br />

Value Index was $82 million to $3.4 billion.<br />

AST Neuberger Berman Mid-Cap Growth Portfolio<br />

The second paragraph of the discussion appearing in the section of the prospectus entitled “More Detailed<br />

Information on How the Portfolios Invest” on page 103 of the prospectus is hereby revised by deleting in its<br />

entirety the first sentence of the paragraph.<br />

ASTSUP2


Advanced Series Trust<br />

(formerly, American Skandia Trust)<br />

P RO S P E C T U S M a y 1 , 2 0 0 7<br />

The Fund is an investment vehicle for life insurance<br />

companies ("Participating Insurance Companies") writing<br />

variable annuity contracts and variable life insurance<br />

policies. Shares of the Fund may also be sold directly to<br />

certain tax-deferred retirement plans. Each variable annuity<br />

contract and variable life insurance policy involves fees and<br />

expenses not described in this Prospectus. Please read the<br />

Prospectus for the variable annuity contract or variable life<br />

insurance policy for information regarding the contract or<br />

policy, including its fees and expenses.<br />

The Fund has received an order from the Securities and<br />

Exchange Commission permitting its Investment Manager,<br />

subject to approval by its Board of Trustees, to change<br />

subadvisers without shareholder approval. For more<br />

information, please see this Prospectus under "How the<br />

Fund is Managed."<br />

These securities have not been approved or disapproved by<br />

the Securities and Exchange Commission nor has the<br />

Commission passed upon the accuracy or adequacy of this<br />

Prospectus. Any representation to the contrary is a<br />

criminal offense.


This prospectus discusses the following Portfolios of the Advanced Series Trust:<br />

AST Cohen & Steers Realty Portfolio<br />

AST DeAM Large-Cap Value Portfolio<br />

AST DeAM Small-Cap Value Portfolio<br />

AST Federated Aggressive Growth Portfolio<br />

AST Goldman Sachs Mid-Cap Growth Portfolio<br />

AST JPMorgan International Equity Portfolio<br />

AST MFS Global Equity Portfolio<br />

AST MFS Growth Portfolio<br />

AST Marsico Capital Growth Portfolio<br />

AST Neuberger Berman Mid-Cap Growth Portfolio<br />

AST Neuberger Berman Small-Cap Growth Portfolio<br />

AST PIMCO Limited Maturity Bond Portfolio<br />

AST Small-Cap Value Portfolio<br />

AST T. Rowe Price Global Bond Portfolio<br />

AST T. Rowe Price Natural Resources Portfolio<br />

AST UBS Dynamic Alpha Portfolio<br />

AST-Lifeside<br />

2


Table of Contents<br />

4 INTRODUCTION<br />

4 About the Fund and its Portfolios<br />

5 RISK/RETURN SUMMARY<br />

5 International & Global Portfolios: Investment Objectives & Principal Strategies<br />

7 Capital Growth Portfolios: Investment Objectives and Principal Strategies<br />

15 Special Equity Portfolios: Investment Objectives and Principal Strategies<br />

17 Asset Allocation Portfolios: Investment Objectives and Principal Strategies<br />

19 Fixed Income Portfolios: Investment Objectives and Principal Strategies<br />

21 Principal Risks<br />

24 Introduction to Past Performance<br />

25 Past Performance: International & Global Portfolios<br />

27 Past Performance: Capital Growth Portfolios<br />

33 Past Performance: Capital Growth Portfolios (Continued)<br />

36 Past Performance: Special Equity Portfolios<br />

38 Past Performance: Asset Allocation Portfolios<br />

39 Past Performance: Fixed Income Portfolios<br />

41 Fees and Expenses of the Portfolios<br />

42 Example<br />

43 MORE DETAILED INFORMATION ON HOW THE PORTFOLIOS INVEST<br />

43 Investment Objectives & Policies<br />

67 MORE DETAILED INFORMATION ABOUT OTHER INVESTMENTS & STRATEGIES USED BY THE PORTFOLIOS<br />

67 Additional Investments & Strategies<br />

71 HOW THE FUND IS MANAGED<br />

71 Board of Trustees<br />

71 Investment Managers<br />

72 Investment Management Fees<br />

73 Investment Subadvisers<br />

76 Portfolio Managers<br />

81 HOW TO BUY AND SELL SHARES OF THE PORTFOLIOS<br />

81 Purchasing Shares of the Portfolios<br />

81 Frequent Purchases or Redemptions of Portfolio Shares<br />

82 Net Asset Value<br />

83 Distributor<br />

84 OTHER INFORMATION<br />

84 Federal Income Taxes<br />

84 Monitoring for Possible Conflicts<br />

84 Disclosure of Portfolio Holdings<br />

FINANCIAL HIGHLIGHTS<br />

85 Introduction


INTRODUCTION<br />

ABOUT THE FUND AND ITS PORTFOLIOS<br />

This prospectus provides information about the Advanced Series Trust (the Fund), which consists of 43 separate portfolios (each, a<br />

Portfolio). The Portfolios of the Fund which are discussed in this prospectus are listed on the inside front cover.<br />

The Fund offers one class of shares in each Portfolio. Shares of each Portfolio are sold only to separate accounts of American Skandia<br />

Life Assurance Corporation, The <strong>Prudential</strong> Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance<br />

Company of New Jersey, <strong>Prudential</strong> Retirement Insurance and Annuity Company (collectively, <strong>Prudential</strong>) and Kemper Investors Life<br />

Insurance Company as investment options under variable life insurance and variable annuity contracts (the Contracts). (A separate<br />

account keeps the assets supporting certain insurance contracts separate from the general assets and liabilities of the insurance<br />

company). Not every Portfolio is available under every Contract. The prospectus for each Contract lists the Portfolios currently<br />

available through that Contract.<br />

The Risk/Return Summary which follows highlights key information about each Portfolio. Additional information follows this<br />

summary and is also provided in the Fund’s Statement of Additional Information (SAI).<br />

4


RISK/RETURN SUMMARY<br />

INTERNATIONAL & GLOBAL PORTFOLIOS: INVESTMENT OBJECTIVES & PRINCIPAL STRATEGIES<br />

Portfolio Investment Goal Primary Investments<br />

AST JPMorgan International Equity Capital growth<br />

The Portfolio invests primarily in equity<br />

securities of foreign companies<br />

AST MFS Global Equity<br />

Capital growth<br />

The Portfolio invests primarily in equity<br />

securities of U.S. and foreign issuers<br />

AST JPMorgan International Equity Portfolio<br />

Investment Objective: to seek capital growth.<br />

The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in equity securities. The Portfolio seeks to<br />

meet its investment objective by investing its total assets in a diversified portfolio of equity securities of companies located or<br />

operating in developed non-U.S. countries and emerging markets of the world. The equity securities will ordinarily be traded on a<br />

recognized foreign securities exchange or traded in a foreign over-the-counter market in the country where the issuer is principally<br />

based, but may also be traded in other countries including the United States. The subadviser intends to focus on companies with an<br />

above-average potential for long-term growth and attractive relative valuations. The subadviser selects companies based on five key<br />

factors: growth, valuation, management, risk, and sentiment. In addition, the subadviser looks for companies with the following<br />

characteristics: (1) a distinguishable franchise on a local, regional or global basis; (2) a history of effective management demonstrated<br />

by expanding revenues and earnings growth; (3) prudent financial and accounting policies; and (4) an ability to capitalize on a<br />

changing business environment.<br />

The Portfolio will normally allocate assets among a variety of countries, regions and industry sectors, investing in several countries<br />

outside of the United States. In selecting countries, the subadviser considers such factors as economic growth prospects, monetary<br />

and fiscal policies, political stability, currency trends and market liquidity. The Portfolio may invest a substantial part of its total assets<br />

in any one country and up to 15% of its assets in securities of issuers located and operating primarily in emerging market countries.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is subadvised by JP Morgan Investment Management, Inc.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

AST MFS Global Equity Portfolio<br />

Investment Objective: to seek capital growth.<br />

The Portfolio normally invests at least 80% of its net assets in equity securities. The Portfolio may invest in the securities of issuers<br />

located in the U.S. and foreign countries (including issuers in emerging market countries).<br />

In selecting investments for the Portfolio, the subadviser is not constrained to any particular investment style. The Portfolio may invest<br />

its assets in the stocks of companies it believes have above average earnings growth potential compared to other companies (growth<br />

companies), in the stocks of companies it believes are undervalued compared to their perceived worth (value companies), or in a<br />

combination of growth and value companies. While the Portfolio may invest its assets in companies of any size, the Portfolio<br />

generally focuses on companies with large capitalizations.<br />

The subadviser uses a bottom-up investment approach in buying and selling investments for the Portfolio. Investments are selected<br />

primarily based on fundamental analysis of issuers and their potential in light of their current financial condition and industry<br />

5


position, and market, economic, political, and regulatory conditions. Factors considered may include analysis of earnings, cash<br />

flows, competitive position, and management ability. Quantitative analysis of these and other factors may also be considered.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is subadvised by Massachusetts Financial Services Company.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

growth stock risk<br />

B<br />

leveraging risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

6


CAPITAL GROWTH PORTFOLIOS: INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES<br />

Portfolio Investment Goal Primary Investments<br />

AST Neuberger Berman Small-Cap<br />

Growth<br />

AST Federated Aggressive Growth<br />

AST Small-Cap Value<br />

AST DeAM Small-Cap Value<br />

AST Goldman Sachs Mid-Cap Growth<br />

AST Neuberger Berman Mid-Cap Growth<br />

AST MFS Growth<br />

AST Marsico Capital Growth<br />

AST DeAM Large-Cap Value<br />

Maximum capital growth<br />

Capital growth<br />

Long-term capital growth<br />

Maximum capital growth<br />

Long-term capital growth<br />

Capital growth<br />

Long-term capital growth and future<br />

income<br />

Capital growth<br />

Maximum capital growth<br />

The Portfolio invests primarily in equity<br />

securities of small capitalization<br />

companies included in the Russell<br />

2000® Growth Index<br />

The Portfolio invests primarily in the<br />

stocks of small companies that are traded<br />

on national exchanges, NASDAQ stock<br />

exchange and the over-the-counter<br />

market<br />

The Portfolio invests primarily in stocks<br />

and equity-related securities of small<br />

capitalization companies that appear to<br />

be undervalued<br />

The Portfolio invests primariy in equity<br />

securities of small capitalization<br />

companies included in the Russell<br />

2000® Value Index<br />

The Portfolio invests primarily in equity<br />

securities of medium-sized companies<br />

The Portfolio invests primarily in<br />

common stocks of medium capitalization<br />

companies<br />

The Portfolio invests primarily in<br />

common stocks and related securities<br />

The Portfolio invests primarily in<br />

common stocks, with the majority of the<br />

Portfolio's assets in large capitalization<br />

stocks<br />

The Portfolio invests primarily in equity<br />

securities of large capitalization<br />

companies included in the Russell<br />

1000® Value Index<br />

AST Neuberger Berman Small-Cap Growth Portfolio (formerly, AST DeAM Small-Cap Growth Portfolio)<br />

Investment Objective: to seek maximum growth of investors’ capital from a portfolio primarily of growth stocks of smaller<br />

companies.<br />

The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in small capitalization companies. The<br />

Portfolio pursues its investment objective by primarily investing in the equity securities of small-sized companies included in the<br />

Russell 2000® Growth Index. Equity securities include common stocks and securities convertible into or exchangeable for common<br />

stocks, including warrants and rights. The Portfolio seeks to reduce risk by diversifying among many companies, sectors and<br />

industries. The Russell 2000® Growth Index is a market capitalization index that measures the performance of small-sized companies<br />

with above average growth prospects. As of January 31, 2007, the average market capitalization of the companies in the Russell<br />

2000® Growth Index was $1.25 billion and the median market capitalization was $656 million. The size of the companies in the<br />

Russell 2000® Growth Index will change with market conditions.<br />

The Portfolio Manager employs a disciplined investment strategy when selecting growth stocks. Using fundamental research and<br />

quantitative analysis, the Manager looks for fast-growing companies with above-average sales and competitive returns on equity<br />

relative to their peers. In doing so, the Portfolio Manager analyzes such factors as:<br />

B<br />

earnings growth<br />

B<br />

finanical condition (such as debt to equity ratio)<br />

B<br />

market share and competitive leadership of the company’s products<br />

B<br />

market valuation in comparison to a stock’s own historical norms and the stocks of other small-cap companies.<br />

7


The Portfolio Manager follows a disciplined selling strategy and may sell a stock when it fails to perform as expected, or when other<br />

opportunities appear more attractive.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by Neuberger Berman Management, Inc.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

liquidity risk<br />

B<br />

market risk<br />

B<br />

smaller company risk<br />

AST Federated Aggressive Growth Portfolio<br />

Investment Objective: to seek capital growth.<br />

The Portfolio will pursue its investment objective, under normal circumstances, by investing primarily in the stocks of small<br />

companies that are traded on national security exchanges, NASDAQ stock exchange and the over-the-counter market. Small<br />

companies will be defined as companies with market capitalizations similar to companies in the Russell 2000® Index (which had a<br />

market capitalization range of $58 million to $3.7 billion as of February 28, 2007) or the Standard & Poor’s SmallCap 600 Index<br />

(which had a market capitalization range of $62 million to $3.78 billion as of February 28, 2007). Such definition will be applied at<br />

the time of investment, and the Portfolio will not be required to sell a stock because the company has grown outside the market<br />

capitalization range of small capitalization stocks. Up to 25% of the Portfolio’s net assets may be invested in foreign securities, which<br />

are typically denominated in foreign currencies. Solely for purposes of complying with this policy an issuer’s security will be<br />

considered to be a foreign security if the security is denominated in a foreign currency or purchased on a securities exchange outside<br />

the United States. Certain securities not included in this definition of foreign securities may still be subject to risks of foreign investing<br />

that are described in this prospectus. For example, an issuer that is organized in an offshore jurisdiction but who has its principal<br />

place of business or whose securities are traded principally on a securities exchange in the United States will not be considered a<br />

foreign security for purposes of this policy but may still be subject to risks associated with foreign securities.<br />

The assets of the portfolio are independently managed by two subadvisers under a multi - manager structure. Pursuant to the multimanager<br />

structure, the Investment Manager of the portfolio determines and allocates a portion of the Portfolio’s assets to each of the<br />

subadvisers. The allocations will be reviewed by the Investment Manager periodically, and the allocations may be altered or adjusted<br />

by the Investment Manager without prior notice. Although each subadviser will follow the Portfolio’s policy of investing, each<br />

subadviser expects to utilize different investment strategies to achieve the Portfolio’s objective of capital growth. The current asset<br />

allocations and principal investment strategies for each of the subadvisers are summarized below:<br />

Federated Equity Management Company of Pennsylvania (“Federated Equity”) manages a portion of the Portfolio’s assets. This<br />

subadviser is led by the Federated Kaufmann Team (“Kaufmann”). Kaufmann’s process for selecting investments is bottom-up and<br />

growth oriented. There is an emphasis on individual stock selection rather that trying to time the highs and lows of the market or<br />

concentrating in certain industries or sectors. Kaufmann assesses individual companies from the perspective of a long-term investor.<br />

Kaufmann seeks to purchase stocks of companies that it believes: are profitable and leaders in the industry; have distinct products<br />

and services which address substantial markets; can rapidly grow annual earnings over the next three to five years; or have superior<br />

proven management and solid balance sheets.<br />

Federated MDTA LLC manages a portion of the Portfolio’s assets. This subadviser is led by the Federated MDT Team (“MDT<br />

Advisers”). MDT Advisers uses a disciplined quantitative process in its security selection which seeks to maximize compound annual<br />

return while controlling risk. This quantitative model seeks to screen its universe of stocks for stocks that meet certain valuation (i.e.,<br />

price-to-book ratio, price-to-earning ratio) and performance metrics (i.e., earnings momentum or earnings growth) that MDT Advisers<br />

believes might be indicative of an attractive investment opportunity. The selection process also factors in trading costs (particularly<br />

market impact) by biasing the Fund towards those stocks which have less trading costs. MDT Advisers’ process also utilizes<br />

diversification constraints which keep the portfolio diversified by business, industry, and sector.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by Federated and Federated MDTA. Federated MDTA is responsible for initially managing approximately 30% of<br />

the Portfolio’s assets and Federated is responsible for managing the remainder of the Portfolio’s assets.<br />

Principal Risks:<br />

B<br />

company risk<br />

8


B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

B<br />

derivatives risk<br />

foreign investment risk<br />

leveraging risk<br />

liquidity risk<br />

management risk<br />

market risk<br />

portfolio turnover risk<br />

smaller company risk<br />

AST Small-Cap Value Portfolio<br />

Investment Objective: to provide long-term capital growth by investing primarily in small-capitalization stocks that appear to be<br />

undervalued.<br />

The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in small capitalization companies. Small<br />

capitalization companies are generally defined as stocks of companies with market capitalizations that are within the market<br />

capitalization range of the Russell 2000® Value Index. As of January 31, 2007, the market capitalization range of the Russell 2000®<br />

Value Index was $82 million to $3.4 billion. Securities of companies whose market capitalizations no longer meet the definition of<br />

small capitalization companies after purchase by the Portfolio will still be considered to be small capitalization companies for<br />

purposes of the Portfolio’s policy of investing, under normal circumstances, at least 80% of the value of its assets in small<br />

capitalization companies.<br />

The assets of the Portfolio are independently managed by four subadvisers under a multi-manager structure. Pursuant to the multimanager<br />

structure, the Investment Managers of the Portfolio determine and allocate a portion of the Portfolio’s assets to each of the<br />

subadvisers. The allocations will be reviewed by the Investment Managers periodically and may be altered or adjusted by the<br />

Investment Managers without prior notice. Such adjustments will be reflected in the annual update to this prospectus. Although each<br />

subadviser will follow the Portfolio’s policy of investing, under normal circumstances, at least 80% of the Portfolio’s assets in small<br />

capitalization companies, each subadviser expects to utilize different investment strategies to achieve the Portfolio’s objective of longterm<br />

capital growth. The current asset allocations and principal investment strategies for each of the subadvisers are summarized<br />

below:<br />

J.P. Morgan Investment Management, Inc. (“J.P. Morgan”) , as of February 28, 2007, was responsible for managing approximately<br />

54% of the Portfolio’s assets. This subadviser follows a three-step process. First, a rigorous quantitative model is used to evaluate the<br />

prospects of each company in the investable universe and rank each company’s relative attractiveness within its economic sector<br />

based on a number of factors including valuation and improving fundamentals. Next, the results of the quantitative model are<br />

reviewed and modified based on the fundamental stock and industry insights of the sector specific research and portfolio<br />

management teams. Finally, a disciplined, systematic portfolio construction process is employed to overweight the stocks that are the<br />

most attractive and underweight those stocks that are the least attractive, based on the rankings from the first two steps, while trying<br />

to minimize uncompensated risks relative to the benchmark.<br />

Lee Munder Investments, Ltd. (“Lee Munder”), as of February 28, 2007, was responsible for managing approximately 17% of the<br />

Portfolio’s assets. This subadviser seeks the stocks of companies whose current stock prices do not appear to adequately reflect their<br />

underlying value as measured by assets, earnings, cash flow or business franchises. The subadviser’s research team seeks to identify<br />

companies that appear to be undervalued by various measures, and may be temporarily out of favor, but have good prospects for<br />

capital appreciation. In selecting investments, the subadviser generally looks to the following: (1) Low price/earnings, price/book<br />

value or total capitalization/cash flow ratios relative to the company’s peers; (2) Low stock price relative to a company’s underlying<br />

asset values; (3) A sound balance sheet and other positive financial characteristics. The subadviser then determines whether there is<br />

an emerging catalyst that will focus investor attention on the underlying assets of the company, such as takeover efforts, a change in<br />

management, or a plan to improve the business through restructuring or other means.<br />

ClearBridge Advisors, LLC (“ClearBridge”), as of February 28, 2007, was responsible for managing approximately 12% of the<br />

Portfolio’s assets. The subadviser emphasizes individual security selection while spreading the Fund’s investments among industries<br />

and sectors. The subadviser uses both quantitative and fundamental methods to identify stocks of smaller capitalization companies it<br />

believes have a high probability of outperforming other stocks in the same industry or sector. The subadviser uses quantitative<br />

parameters to select a universe of smaller capitalized companies that fit the Fund’s general investment criteria. In selecting individual<br />

securities from within this range, the subadviser looks for “value” attributes, such as low stock price relative to earnings, book value<br />

and cash flow and high return on invested capital. The subadviser also uses quantitative methods to identify catalysts and trends that<br />

might influence the Portfolio’s industry or sector focus, or the subadviser’s individual security selection.<br />

9


Dreman Value Management LLC (“Dreman”), as of February 28, 2007, was responsible for managing approximately 18% of the<br />

Portfolio’s assets. Dreman’s investment objective is to provide a total return greater than that of the benchmark over time, to protect<br />

client capital during market downturns and to stay consistent in our low price-to-earnings ratio, contrarian value approach to<br />

investment management, while taking into consideration dividend yield. Dreman will seek to attain superior returns by using a<br />

contrarian value investment approach. Dreman believes that it can attain superior performance by adhering to an investment strategy<br />

that is disciplined and has a demonstrated record of success. Dreman’s investment strategy emphasizes stocks that offer unique<br />

investment values. The criterion used to identify such stocks include below average price-to-earnings, price-to-book, and/or price-tocash<br />

flow ratios and above average dividend yields. Over the last 25 years, extensive studies, which date as far back as the 1930s,<br />

conducted by David Dreman and affiliates of Dreman, have led the Dreman to conclude that consistently applying disciplined value<br />

strategies yields superior long-term total returns.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

portfolio turnover risk<br />

B<br />

smaller company risk<br />

AST DeAM Small-Cap Value Portfolio<br />

Investment Objective: to seek maximum growth of investors’ capital from a portfolio primarily of value stocks of smaller<br />

companies.<br />

The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in small capitalization companies. The<br />

Portfolio pursues its objective by primarily investing in the equity securities of small-sized companies included in the Russell 2000®<br />

Value Index. Equity securities include common stocks and securities convertible into or exchangeable for common stocks, including<br />

warrants and rights. The subadviser employs an investment strategy that seeks to maintain a portfolio of equity securities which<br />

approximates the market risk of those stocks included in the Russell 2000® Value Index, but which outperforms the Russell 2000®<br />

Value Index through active stock selection. As of January 31, 2007, the average market capitalization of the companies in the Russell<br />

2000® Value Index was $1.2 billion and the median market capitalization was $673 million. The targeted tracking error of this<br />

Portfolio is 4% with a standard deviation of +/- 4%. It is possible that the deviation may be higher. For purposes of this Portfolio, the<br />

strategy of attempting to correlate a stock portfolio’s market risk with that of a particular index, in this case the Russell 2000® Value<br />

Index, while improving upon the return of the same index through active stock selection, is called a “managed alpha” strategy.<br />

The subadviser considers a number of factors in determining whether to invest in a value stock, including earnings growth rate,<br />

analysts’ estimates of future earnings and industry-relative price multiples. Other factors are net income growth versus cash flow<br />

growth as well as earnings and price momentum. In the selection of investments, long-term capital appreciation will take precedence<br />

over short range market fluctuations. However, the Portfolio may occasionally make investments for short-term capital appreciation.<br />

The subadviser generally takes a “bottom up” approach to building the Portfolio, searching for individual companies that demonstrate<br />

the best potential for significant return.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by Deutsche Investment Management Americas, Inc.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

portfolio turnover risk<br />

B<br />

smaller company risk<br />

10


AST Goldman Sachs Mid-Cap Growth Portfolio<br />

Investment Objective: to seek long-term growth of capital.<br />

The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in medium capitalization companies. The<br />

Portfolio pursues its objective by investing primarily in equity securities selected for their growth potential. Equity securities include<br />

common stocks, preferred stocks, warrants and securities convertible into or exchangeable for common or preferred stocks. For<br />

purposes of the Portfolio, medium-sized companies are those whose market capitalizations (measured at the time of investment) fall<br />

within the range of companies in the Russell Midcap® Growth Index. As of January 31, 2007, the average weighted market<br />

capitalization of the companies in the Russell Midcap® Growth Index was $8.7 billion and the median market capitalization was<br />

$4.4 billion. The subadviser generally takes a “bottom up” approach to choosing investments for the Portfolio. In other words, the<br />

subadviser seeks to identify individual companies with earnings growth potential that may not be recognized by the market at large.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by Goldman Sachs Asset Management, L.P.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

portfolio turnover risk<br />

AST Neuberger Berman Mid-Cap Growth Portfolio<br />

Investment Objective: to seek capital growth.<br />

The Portfolio will invest, under normal circumstances, at least 80% of its net assets in common stocks of mid-capitalization<br />

companies. For purposes of the Portfolio, a mid-capitalization company is defined as a company whose market capitalization is<br />

within the range of market capitalizations of companies in the Russell Midcap® Growth Index. As of January 31, 2007, the average<br />

market capitalization of the companies in the Russell Midcap® Growth Index was $8.7 billion and the median market capitalization<br />

was $4.4 billion. The Portfolio seeks to reduce risk by diversifying among many companies, industries and sectors.<br />

The subadviser employs a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative<br />

analysis, the subadviser looks for fast-growing companies with above average sales and competitive returns on equity relative to their<br />

peers. In doing so, the subadviser analyzes such factors as: financial condition (such as debt to equity ratio); market share and<br />

competitive leadership of the company’s products; earnings growth relative to competitors; and market valuation in comparison to a<br />

stock’s own historical norms and the stocks of other mid-cap companies.<br />

The subadviser follows a disciplined selling strategy and may sell a stock when it fails to perform as expected or when other<br />

opportunities appear more attractive.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by Neuberger Berman Management, Inc.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

portfolio turnover risk<br />

11


AST MFS Growth Portfolio<br />

Investment Objective: to seek long-term growth of capital and future, rather than current, income.<br />

The Portfolio invests, under normal circumstances, at least 80% of its net assets in common stocks and related securities, such as<br />

preferred stocks, convertible securities and depositary receipts, of companies that the subadviser believes offer better than average<br />

prospects for long-term growth. The subadviser focuses on investing the portfolio’s assets in the stock of companies it believes to have<br />

above average earnings growth potential compared to other companies (growth companies). Growth companies tend to have stock<br />

prices that are high relative to their earnings, dividends, book value, or other financial measures.<br />

While the Portfolio may invest its assets in companies of any size, the Portfolio generally focuses on companies with large<br />

capitalizations.<br />

The subadviser uses a bottom-up investment approach in buying and selling investments for the Portfolio. Investments are selected<br />

primarily based on fundamental analysis of issuers and their potential in light of their current financial condition and industry<br />

position, and market, economic, political, and regulatory conditions. Factors considered may include analysis of earnings, cash<br />

flows, competitive position, and management ability. Quantitative analysis of these and other factors may also be considered.<br />

The Portfolio may invest up to 35% of its net assets in foreign securities.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by Massachusetts Financial Services Company.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

AST Marsico Capital Growth Portfolio<br />

Investment Objective: to seek capital growth. Income is not an investment objective and any income realized on the Portfolio’s<br />

investments, therefore, will be incidental to the Portfolio’s objective.<br />

The AST Marsico Capital Growth Portfolio invests primarily in the common stocks of large companies that are selected for their<br />

growth potential. The Portfolio generally defines large capitalization companies as stocks of companies with market capitalizations<br />

within the market capitalization range of the Russell 1000® Growth Index. As of January 31, 2007, the market capitalization range of<br />

the Russell 1000® Growth Index was $1.1 billion to $448 billion. The Portfolio will normally hold a core position of between 35 and<br />

50 common stocks. The Portfolio may hold a limited number of additional common stocks at times when the portfolio manager is<br />

accumulating new positions, phasing out and replacing existing positions, or responding to exceptional market conditions.<br />

In selecting investments for the Portfolio, Marsico uses an approach that combines “top-down” macroeconomic analysis with<br />

“bottom-up” stock selection. The “top-down” approach may take into consideration macroeconomic factors such as, without<br />

limitation, interest rates, inflation, demographics, the regulatory environment, and the global competitive landscape. Marsico may<br />

also examine other factors that may include, without limitation, the most attractive global investment opportunities, industry<br />

consolidation, and the sustainability of financial trends observed. As a result of the “top-down” analysis, Marsico seeks to identify<br />

sectors, industries and companies that may benefit from the overall trends Marsico has observed.<br />

Marsico then looks for individual companies or securities with earnings growth potential that may not be recognized by the market at<br />

large. In determining whether a particular company or security may be a suitable investment, Marsico may focus on any of a number<br />

of different attributes that may include, without limitation, the company’s specific market expertise or dominance; its franchise<br />

durability and pricing power; solid fundamentals (e.g., a strong balance sheet, improving returns on equity, the ability to generate free<br />

cash flow, apparent use of conservative accounting standards, and transparent financial disclosure); strong and ethical management;<br />

commitment to shareholder interests; reasonable valuations in the context of projected growth rates; and other indications that a<br />

company or security may be an attractive investment prospect. This process is called “bottom-up” stock selection.<br />

As part of this fundamental, “bottom-up” research, Marsico may visit with various levels of a company’s management, as well as with<br />

12


its customers and (as relevant) suppliers, distributors, and competitors. Marsico also may prepare detailed earnings and cash flow<br />

models of companies. These models may assist Marsico in projecting potential earnings growth and other important company<br />

financial characteristics under different scenarios. Each model is typically customized to follow a particular company and is generally<br />

intended to replicate and describe a company’s past, present and potential future performance. The models may include quantitative<br />

information and detailed narratives that reflect updated interpretations of corporate data and company and industry developments.<br />

Marsico may reduce or sell a Fund’s investments in portfolio companies if, in the opinion of Marsico, a company’s fundamentals<br />

change substantially, its stock price appreciates excessively in relation to fundamental earnings growth prospects, the company<br />

appears not to realize its growth potential, or there are more attractive investment opportunities elsewhere.<br />

The Portfolio’s core investments generally are comprised of established companies and securities that exhibit growth characteristics.<br />

However, the portfolio also may typically include companies with more aggressive growth characteristics, and companies<br />

undergoing significant changes: e.g., the introduction of a new product line, the appointment of a new management team or an<br />

acquisition.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by Marsico Capital Management, LLC.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

growth stock risk<br />

B<br />

leveraging risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

AST DeAM Large-Cap Value Portfolio<br />

Investment Objective: to seek maximum growth of capital by investing primarily in the value stocks of larger companies.<br />

The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in large capitalization companies. The<br />

Portfolio pursues its investment objective by primarily investing in the equity securities of large sized companies included in the<br />

Russell 1000® Value Index. Equity securities include common stocks and securities convertible into or exchangeable for common<br />

stocks, including warrants and rights. The subadviser employs an investment strategy that seeks to maintain a portfolio of equity<br />

securities which approximates the market risk of those stocks included in the Russell 1000® Value Index, but which outperforms the<br />

Russell 1000® Value Index through active stock selection. As of January 31, 2007, the average market capitalization of the<br />

companies in the Russell 1000® Value Index was approximately $112 billion and the median market capitalization was<br />

approximately $5.4 billion. The size of the companies in the Russell 1000® Value Index will change with market conditions. The<br />

targeted tracking error of this Portfolio is 4% with a normal deviation of +/- 1%. It is possible that the deviation may be higher. For<br />

purposes of this Portfolio, the strategy of attempting to correlate a stock portfolio’s market risk with that of a particular index, in this<br />

case the Russell 1000® Value Index, while improving upon the return of the same index through active stock selection, is called a<br />

“managed alpha” strategy.<br />

The subadviser generally takes a “bottom up” approach to building the Portfolio, searching for individual companies that demonstrate<br />

the best potential for significant return. The subadviser considers a number of factors in determining whether to invest in a value<br />

stock, including earnings growth rate, analysts’ estimates of future earnings and industry-relative price multiples. Other factors are net<br />

income growth versus cash flow growth as well as earnings and price momentum. In the selection of investments, long-term capital<br />

appreciation will take precedence over short range market fluctuations. However, the Portfolio may occasionally make investments<br />

for short-term capital appreciation.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by Deutsche Investment Management Americas, Inc.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

13


B<br />

B<br />

management risk<br />

market risk<br />

Dreman Value Management LLC (“Dreman”), as of March 20, 2007, was responsible for managing approximately 32% of the<br />

Portfolio’s assets. Dreman’s investment objective is to provide a total return greater than that of the benchmark over time, to protect<br />

client capital during market downturns and to stay consistent in our low price-to-earnings ratio, contrarian value approach to<br />

investment management, while taking into consideration dividend yield. Dreman will seek to attain superior returns by using a<br />

contrarian value investment approach.<br />

Dreman believes that it can attain superior performance by adhering to an investment strategy that is disciplined and has a<br />

demonstrated record of success. Dreman’s investment strategy emphasizes stocks that offer unique investment values. The criterion<br />

used to identify such stocks include below average price-to-earnings, price-to-book, price-to-cash flow ratios and above average<br />

dividend yields. Over the last 25 years, extensive studies, which date as far back as the 1930s, conducted by David Dreman and<br />

affiliates of Dreman, have led the Dreman to conclude that consistently applying disciplined value strategies yields superior longterm<br />

total returns.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

leveraging risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

portfolio turnover risk<br />

14


SPECIAL EQUITY PORTFOLIOS: INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES<br />

Portfolio Investment Goal Primary Investments<br />

AST Cohen & Steers Realty<br />

Maximize total return<br />

The Portfolio invests primarily in equity<br />

securities of real estate companies<br />

AST T. Rowe Price Natural Resources Capital growth<br />

The Portfolio invests primarily in<br />

common stocks of companies that own<br />

or develop natural resources and other<br />

basic commodities<br />

AST Cohen & Steers Realty Portfolio<br />

Investment Objective: to maximize total return through investment in real estate securities.<br />

The Portfolio will invest, under normal circumstances, at least 80% of its net assets in securities of real estate related issuers. Under<br />

normal circumstances, the Portfolio will invest substantially all of its assets in the equity securities of real estate companies. Such<br />

equity securities will consist of common stocks, rights or warrants to purchase common stocks, securities convertible into common<br />

stocks where the conversion feature represents, in the subadviser’s view, a significant element of the securities’ value, and preferred<br />

stocks.<br />

For purposes of the Portfolio’s investment policies, a “real estate company” is one that derives at least 50% of its revenues from the<br />

ownership, construction, financing, management or sale of real estate or that has at least 50% of its assets in real estate. The Portfolio<br />

may invest up to 10% of its total assets in securities of foreign real estate companies. Real estate companies may include real estate<br />

investment trusts (“REITs”). REITs pool investors’ funds for investment primarily in income producing real estate or real estate related<br />

loans or interests.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by Cohen & Steers Capital Management, Inc.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

credit risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

industry/sector risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

real estate risk<br />

AST T. Rowe Price Natural Resources Portfolio<br />

Investment Objective: to seek capital growth primarily through the investment in common stocks of companies that own or<br />

develop natural resources (such as energy products, precious metals, and forest products) and other basic commodities.<br />

The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in natural resource companies. The<br />

Portfolio also may invest in non-resource companies with the potential for growth. When selecting stocks, the subadviser looks for<br />

companies that have the ability to expand production, maintain superior exploration programs and production facilities, and the<br />

potential to accumulate new resources. Natural resource companies in which the Portfolio invests generally own, develop, refine,<br />

service or transport resources, including energy sources, precious metals, nonferrous metals, forest products, real estate, diversified<br />

resources and other basic commodities that can be produced and marketed profitably when both labor costs and prices are rising.<br />

Although at least 50% of Portfolio assets will be invested in U.S. securities, up to 50% of total assets also may be invested in foreign<br />

securities. The Portfolio may also purchase futures and options in keeping with its objective. The Portfolio may sell securities for a<br />

variety of reasons, such as to secure gains, limit losses or re-deploy assets into more promising opportunities.<br />

In pursuing its investment objective, the Portfolio’s management has the discretion to purchase some securities that do not meet its<br />

15


normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might<br />

arise when the Portfolio’s management believes a security could increase in value for a variety of reasons, including a change in<br />

management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by T. Rowe Price Associates, Inc.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

industry/sector risk<br />

B<br />

interest rate risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

16


ASSET ALLOCATION PORTFOLIOS: INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES<br />

Portfolio Investment Goal Primary Investments<br />

AST UBS Dynamic Alpha<br />

To maximize total return<br />

The Portfolio invests in multiple asset<br />

classes on a global basis utilizing<br />

sophisticated asset allocation and<br />

currency management techniques<br />

AST UBS Dynamic Alpha Portfolio (formerly, AST Global Allocation Portfolio)<br />

Investment Objective: to seek to maximize total return.<br />

The Dynamic Alpha Portfolio will attempt to generate positive returns and manage risk through sophisticated asset allocation and<br />

currency management techniques. These decisions are integrated with analysis of global market and economic conditions.<br />

The Dynamic Alpha Portfolio will be a multi asset-class fund. The asset classes in which the Dynamic Alpha Portfolio may invest<br />

include, but are not limited to, the following: U.S. equity, non-U.S. equity, emerging market equity, U.S. fixed-income, non-U.S.<br />

fixed-income, emerging market debt, U.S. high-yield or “junk bond” fixed-income, and cash equivalents, including global<br />

currencies. The Dynamic Alpha Portfolio may invest in issuers located within and outside the United States or in investment<br />

companies advised by UBS or its affiliates to gain exposure to these asset classes. The Dynamic Alpha Portfolio will not pay<br />

investment management fees or other fund expenses in connection with its investment in the investment companies advised by UBS<br />

or an affiliate, but may pay expenses associated with such investments.<br />

Asset allocation decisions are tactical, based upon an assessment by UBS Global Asset Management (Americas), Inc. (UBS) of<br />

valuations and prevailing market conditions in the U.S. and abroad. Investments also may be made in selected sectors of these asset<br />

classes.<br />

The Dynamic Alpha Portfolio may, but is not required to, use derivative instruments for risk management purposes or as part of the<br />

Portfolio’s investment strategies. Generally, derivatives are financial contracts whose value depends upon, or is derived from, the<br />

value of an underlying asset, reference rate, or index, and may relate to stocks, bonds, interest rates, currencies, or currency<br />

exchange rates, and related indexes. Examples of derivatives include options, futures, forward agreements, swap agreements<br />

(including, but not limited to, interest rate and credit default swaps), and credit-linked securities. The Dynamic Alpha Portfolio may<br />

use derivatives to earn income and enhance returns, to manage or adjust the risk profile of the Portfolio, to replace more traditional<br />

direct investments, or to obtain exposure to certain markets. In addition, the Dynamic Alpha Portfolio’s risk will be carefully<br />

monitored with consideration given to the risk generated by individual positions, sector, country, and currency views. To that end,<br />

UBS will employ proprietary risk management systems and models that seek to ensure the Dynamic Alpha Portfolio is compensated<br />

for the level of risk it assumes at both the security and market levels.<br />

Investments in equity securities may include common stock and preferred stock of issuers in developed nations (including the U.S.)<br />

and emerging markets. Equity investments may include large, intermediate, and small capitalization companies. Within the equity<br />

portion of the Dynamic Alpha Portfolio, UBS will primarily use value-oriented strategies but also may use growth-oriented strategies<br />

from time to time. When using value-oriented equity strategies, UBS seeks to select securities whose fundamental values it believes<br />

are greater than their market prices. To invest in growth equities, UBS will seek to invest in companies that possess a dominant<br />

market position and franchise, a major technological edge or a unique competitive advantage, in part by using a proprietary<br />

quantitative screening system that ranks stocks using a series of growth, valuation and momentum metrics.<br />

Investments in fixed-income securities may include debt securities of governments throughout the world (including the U.S.), their<br />

agencies and instrumentalities, debt securities of corporations and supranationals, inflation protected securities, convertible bonds,<br />

mortgage-backed securities, asset-backed securities, equipment trusts and other collateralized debt securities. Investments in fixedincome<br />

securities may include issuers in both developed (including the U.S.) and emerging markets. The Dynamic Alpha Portfolio’s<br />

fixed income investments may reflect a broad range of investment maturities, qualities and sectors, including convertible debt<br />

securities and debt securities rated below investment grade. These lower-rated fixed-income securities are often referred to as “highyield<br />

securities” or “junk bonds”.<br />

The Dynamic Alpha Portfolio also may invest in cash or cash equivalent instruments. When political, economic, or market conditions<br />

warrant, the Portfolio may invest without limitation in cash equivalents, which may affect its ability to pursue its investment objective.<br />

UBS expects to actively manage the Dynamic Alpha Portfolio. As such, the Portfolio may have high portfolio turnover, which may<br />

17


esult in higher costs for brokerage commissions, transaction costs, and taxable gains. The trading costs and tax effects associated<br />

with portfolio turnover may adversely affect the Portfolio’s performance.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by UBS Global Asset Management (Americas), Inc.<br />

Principal Risks:<br />

B<br />

company risk<br />

B<br />

credit risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

high-yield risk<br />

B<br />

interest rate risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

mortgage risk<br />

B<br />

non-diversified risk<br />

B<br />

portfolio turnover risk<br />

B<br />

prepayment risk<br />

B<br />

short sale risk<br />

B<br />

small company risk<br />

B<br />

value stock risk<br />

18


FIXED INCOME PORTFOLIOS: INVESTMENT OBJECTIVES AND PRINCIPAL STRATEGIES<br />

Portfolio Investment Goal Primary Investments<br />

AST T. Rowe Price Global Bond<br />

High current income and capital growth<br />

The Portfolio invests in high-quality<br />

foreign and U.S. dollar-denominated<br />

bonds.<br />

AST PIMCO Limited Maturity Bond<br />

Maximize total return, consistent with<br />

preservation of capital<br />

The Portfolio invests primarily in higherquality<br />

fixed-income securities of varying<br />

maturities, so that the Portfolio's<br />

expected average duration will be from<br />

one to three years.<br />

AST T. Rowe Price Global Bond Portfolio<br />

Investment Objective: to provide high current income and capital growth by investing in high-quality, foreign and U.S. dollardenominated<br />

bonds.<br />

The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in fixed income securities. The Portfolio<br />

will invest in all types of bonds including those issued or guaranteed by the U.S. or foreign governments or their agencies and by<br />

foreign authorities, provinces and municipalities as well as investment grade corporate bonds, mortgage and asset-backed securities<br />

and high-yield bonds of U.S. and foreign issuers. The Portfolio seeks to moderate price fluctuation by actively managing its maturity<br />

structure and currency exposure. The subadviser bases its investment decisions on fundamental market factors, currency trends, and<br />

credit quality. The Portfolio generally invests in countries where the combination of fixed-income returns and currency exchange rates<br />

appears attractive, or, if the currency trend is unfavorable, where the subadviser believes that the currency risk can be minimized<br />

through hedging.<br />

The Portfolio is non-diversified for purposes of the Investment Company Act of 1940, which means that it may invest more than 5%<br />

of its assets in the fixed-income securities of a single issuer or individual foreign government.<br />

Although the Portfolio expects to maintain an intermediate-to-long weighted average maturity, there are no maturity restrictions on<br />

the overall portfolio or on individual securities. The Portfolio may and frequently does engage in foreign currency transactions such as<br />

forward foreign currency exchange contracts, hedging its foreign currency exposure back to the dollar or against other foreign<br />

currencies (“cross-hedging”). The subadviser also attempts to reduce currency risks through diversification among foreign securities<br />

and active management of maturities and currency exposures.<br />

The Portfolio may also invest up to 20% of its assets in the aggregate in below investment-grade, high-risk bonds (“junk bonds”) and<br />

emerging market bonds. Some emerging market bonds, such as Brady Bonds, may be denominated in U.S.dollars. In addition, the<br />

Portfolio may invest up to 30% of its assets in mortgage-related (including mortgage dollar rolls and derivatives, such as collateralized<br />

mortgage obligations and stripped mortgage securities) and asset-backed securities. The Portfolio may invest in futures, swaps and<br />

other derivatives, in keeping with its objective.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by T. Rowe Price International, Inc.<br />

Principal Risks:<br />

B<br />

credit risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

high-yield risk<br />

B<br />

interest rate risk<br />

B<br />

liquidity risk<br />

B<br />

management risk<br />

B<br />

market risk<br />

B<br />

mortgage risk<br />

B<br />

nondiversification risk<br />

19


AST PIMCO Limited Maturity Bond Portfolio<br />

Investment Objective: to seek to maximize total return, consistent with preservation of capital.<br />

The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in fixed income securities, including:<br />

(1) securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises;<br />

(2) corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;<br />

(3) mortgage and other asset-backed securities;<br />

(4) inflation-indexed bonds issued by both governments and corporations;<br />

(5) structured notes, including hybrid or “indexed” securities and event-linked bonds;<br />

(6) loan participations and assignments;<br />

(7) delayed funding loans and revolving credit securities;<br />

(8) bank certificates of deposit, fixed time deposits and bankers’ acceptances;<br />

(9) repurchase agreements and reverse repurchase agreements;<br />

(10) debt securities issued by state or local governments and their agencies and government-sponsored enterprises;<br />

(11) obligations of foreign governments or their subdivisions, agencies and government-sponsored enterprises;<br />

(12) derivative instruments, including futures, options and swap agreements;and<br />

(13) obligations of international agencies or supranational entities.<br />

Portfolio holdings will be concentrated in areas of the bond market that the subadviser believes to be relatively undervalued. In<br />

selecting fixed income securities, the subadviser uses economic forecasting, interest rate anticipation, credit and call risk analysis,<br />

foreign currency exchange rate forecasting, and other securities selection techniques. The proportion of the Portfolio’s assets<br />

committed to investment in securities with particular characteristics (such as maturity, type and coupon rate) will vary based on the<br />

subadviser’s outlook for the U.S. and foreign economies, the financial markets, and other factors. The management of duration is one<br />

of the fundamental tools used by the subadviser.<br />

The Portfolio will invest in fixed-income securities of varying maturities. The average portfolio duration of the Portfolio generally will<br />

vary within a one- to three-year time frame based on the subadviser’s forecast for interest rates. The Portfolio can and routinely does<br />

invest in certain complex fixed income securities (including mortgage-backed and asset-backed securities) and engage in a number<br />

of investment practices (including futures, swaps and dollar rolls) that many other fixed income funds do not utilize. The Portfolio<br />

may invest up to 10% of its assets in fixed income securities that are rated below investment grade (“junk bonds”) (or, if unrated,<br />

determined by the subadviser to be of comparable quality). The Portfolio may engage in short sales.<br />

While we make every effort to achieve our objective, we can’t guarantee success and it is possible that you could lose money. This<br />

Portfolio is advised by Pacific Investment Management Company LLC.<br />

Principal Risks:<br />

B<br />

credit risk<br />

B<br />

derivatives risk<br />

B<br />

foreign investment risk<br />

B<br />

high yield risk<br />

B<br />

interest rate risk<br />

B<br />

leveraging risk<br />

B<br />

liquidity risk<br />

B<br />

mangement risk<br />

B<br />

market risk<br />

B<br />

prepayment risk<br />

B<br />

short sale risk<br />

20


PRINCIPAL RISKS<br />

Although we try to invest wisely, all investments involve risk. Like any mutual fund, an investment in a Portfolio could lose value, and<br />

you could lose money. The following summarizes the principal risks of investing in the Portfolios.<br />

Commodity risk. A Portfolio’s investments in commodity-linked derivative instruments may subject the Portfolio to greater volatility<br />

than investments in traditional equity and debt securities. The value of commodity-linked derivative instruments may be affected by<br />

changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry<br />

or commodity, such as drought, floods, weather, acts of terrorism, livestock disease, embargoes, tariffs, and international economic,<br />

political and regulatory developments.<br />

Company risk. The price of the stock of a particular company can vary based on a variety of factors, such as the company’s financial<br />

performance, changes in management and product trends, and the potential for takeover and acquisition. This is especially true with<br />

respect to equity securities of smaller companies, whose prices may go up and down more than equity securities of larger, more<br />

established companies. Also, since equity securities of smaller companies may not be traded as often as equity securities of larger,<br />

more established companies, it may be difficult or impossible for a Portfolio to sell securities at a desirable price. Foreign securities<br />

have additional risks, including exchange rate changes, political and economic upheaval, the relative lack of information about these<br />

companies, relatively low market liquidity and the potential lack of strict financial and accounting controls and standards.<br />

Credit risk. Debt obligations are generally subject to the risk that the issuer may be unable to make principal and interest payments<br />

when they are due. There is also the risk that the securities could lose value because of a loss of confidence in the ability of the<br />

borrower to pay back debt. Non-investment grade debt— also known as “high-yield bonds” and “junk bonds"— have a higher risk of<br />

default and tend to be less liquid than higher-rated securities.<br />

Derivatives risk. Derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying asset,<br />

interest rate or index. The Portfolios typically use derivatives as a substitute for taking a position in the underlying asset and/or as part<br />

of a strategy designed to reduce exposure to other risks, such as interest rate or currency risk. A Portfolio may also use derivatives for<br />

leverage, in which case their use would involve leveraging risk. A Portfolio’s use of derivative instruments involves risks different<br />

from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives<br />

are subject to a number of risks described elsewhere, such as liquidity risk, interest rate risk, market risk, credit risk and management<br />

risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of the derivative may not<br />

correlate perfectly with the underlying asset, rate or index. A Portfolio investing in a derivative instrument could lose more than the<br />

principal amount invested. Also, suitable derivative transactions may not be available in all circumstances.<br />

Foreign investment risk. Investing in foreign securities generally involves more risk than investing in securities of U.S. issuers. Foreign<br />

investment risk includes the specific risks described below:<br />

Currency risk. Changes in currency exchange rates may affect the value of foreign securities held by a Portfolio and the amount of<br />

income available for distribution. If a foreign currency grows weaker relative to the U.S. dollar, the value of securities denominated in<br />

that foreign currency generally decreases in terms of U.S. dollars. If a Portfolio does not correctly anticipate changes in exchange<br />

rates, its share price could decline as a result. In addition, certain hedging activities may cause the Portfolio to lose money and could<br />

reduce the amount of income available for distribution.<br />

Emerging market risk. To the extent that a Portfolio invests in emerging markets to enhance overall returns, it may face higher<br />

political, information, and stock market risks. In addition, profound social changes and business practices that depart from norms in<br />

developed countries’ economies have sometimes hindered the orderly growth of emerging economies and their stock markets in the<br />

past. High levels of debt may make emerging economies heavily reliant on foreign capital and vulnerable to capital flight.<br />

Foreign market risk. Foreign markets, especially those in developing countries, tend to be more volatile than U.S. markets and are<br />

generally not subject to regulatory requirements comparable to those in the U.S. Because of differences in accounting standards and<br />

custody and settlement practices, investing in foreign securities generally involves more risk than investing in securities of U.S.<br />

issuers.<br />

Information risk. Financial reporting standards for companies based in foreign markets usually differ from those in the United States.<br />

Since the “numbers” themselves sometimes mean different things, the sub-advisers devote much of their research effort to<br />

understanding and assessing the impact of these differences upon a company’s financial conditions and prospects.<br />

Liquidity risk. Stocks that trade less can be more difficult or more costly to buy, or to sell, than more liquid or active stocks. This<br />

liquidity risk is a factor of the trading volume of a particular stock, as well as the size and liquidity of the entire local market. On the<br />

21


whole, foreign exchanges are smaller and less liquid than the U.S. market. This can make buying and selling certain shares more<br />

difficult and costly. Relatively small transactions in some instances can have a disproportionately large effect on the price and supply<br />

of shares. In certain situations, it may become virtually impossible to sell a stock in an orderly fashion at a price that approaches an<br />

estimate of its value.<br />

Political developments. Political developments may adversely affect the value of a Portfolio’s foreign securities.<br />

Political risk. Some foreign governments have limited the outflow of profits to investors abroad, extended diplomatic disputes to<br />

include trade and financial relations, and imposed high taxes on corporate profits.<br />

Regulatory risk. Some foreign governments regulate their exchanges less stringently, and the rights of shareholders may not be as<br />

firmly established.<br />

Growth stock risk. Investors often expect growth companies to increase their earnings at a certain rate. If these expectations are not<br />

met, investors can punish the stocks inordinately, even if earnings do increase. In addition, growth stocks typically lack the dividend<br />

yield that can cushion stock prices in market downturns.<br />

High-yield risk. Portfolios that invest in high yield securities and unrated securities of similar credit quality (commonly known as<br />

“junk bonds”) may be subject to greater levels of interest rate, credit and liquidity risk than Portfolios that do not invest in such<br />

securities. High-yield securities are considered predominantly speculative with respect to the issuer’s continuing ability to make<br />

principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for highyield<br />

securities and reduce a Portfolio’s ability to sell its high-yield securities (liquidity risk). Industry/sector risk. Portfolios that invest<br />

in a single market sector or industry can accumulate larger positions in single issuers or an industry sector. As a result, the Portfolio’s<br />

performance may be tied more directly to the success or failure of a smaller group of portfolio holdings.<br />

Interest rate risk. Fixed income securities are subject to the risk that the securities could lose value because of interest rate changes.<br />

For example, bonds tend to decrease in value if interest rates rise. Debt obligations with longer maturities sometimes offer higher<br />

yields, but are subject to greater price shifts as a result of interest rate changes than debt obligations with shorter maturities.<br />

Initial public offering (IPO) risk. The prices of securities purchased in IPOs can be very volatile. The effect of IPOs on the<br />

performance of a Portfolio depends on a variety of factors, including the number of IPOs the Portfolio invests in relative to the size of<br />

the Portfolio and whether and to what extent a security purchased in an IPO appreciates or depreciates in value. As a Portfolio’s asset<br />

base increases, IPOs often have a diminished effect on a Portfolio’s performance.<br />

Leveraging risk. Certain transactions may give rise to a form of leverage. Such transactions may include, among others, reverse<br />

repurchase agreements, loans of portfolio securities, and the use of when-issued, delayed delivery or forward commitment contracts.<br />

The use of derivatives may also create leveraging risks. To mitigate leveraging risk, a sub-adviser can segregate liquid assets or<br />

otherwise cover the transactions that may give rise to such risk. The use of leverage may cause a Portfolio to liquidate portfolio<br />

positions when it may not be advantageous to do so to satisfy its obligations or to meet segregation requirements. Leverage, including<br />

borrowing, may cause a Portfolio to be more volatile than if the Portfolio had not been leveraged. This volatility occurs because<br />

leveraging tends to exaggerate the effect of any increase or decrease in the value of a Portfolio’s securities.<br />

License risk. Certain Portfolios rely on licenses from third parties to the relevant subadviser that permit the use of the intellectual<br />

property of such parties in connection with the investment strategies for those Portfolios. Such licenses may be terminated by the<br />

licensors under certain circumstances, and as a result, a Portfolio may lose its ability to use the licensed name and/or the licensed<br />

investment strategy. Accordingly, in the event a license is terminated, it may have a significant effect on the operation of the affected<br />

Portfolio.<br />

Liquidity risk. Liquidity risk exists when particular investments are difficult to purchase or sell. A Portfolio’s investments in illiquid<br />

securities may reduce the returns of the Portfolio, because it may be unable to sell the illiquid securities at an advantageous time or<br />

price. Portfolios with principal investment strategies that involve foreign securities, derivatives or securities with substantial market<br />

and/or credit risk tend to have the greatest exposure to liquidity risk.<br />

Management risk. Actively managed investment portfolios are subject to management risk. Each subadviser will apply investment<br />

techniques and risk analyses in making investment decisions for the Portfolios, but there can be no guarantee that these will produce<br />

the desired results.<br />

Market risk. Common stocks are subject to market risk stemming from factors independent of any particular security. Investment<br />

markets fluctuate. All markets go through cycles, and market risk involves being on the wrong side of a cycle. Factors affecting market<br />

22


isk include political events, broad economic and social changes, and the mood of the investing public. You can see market risk in<br />

action during large drops in the stock market. If investor sentiment turns gloomy, the price of all stocks may decline. It may not matter<br />

that a particular company has great profits and its stock is selling at a relatively low price. If the overall market is dropping, the values<br />

of all stocks are likely to drop. Generally, the stock prices of large companies are more stable than the stock prices of smaller<br />

companies, but this is not always the case. Smaller companies often offer a smaller range of products and services than large<br />

companies. They may also have limited financial resources and may lack management depth. As a result, stocks issued by smaller<br />

companies may fluctuate in value more than the stocks of larger, more established companies.<br />

Mortgage risk. A Portfolio that purchases mortgage related securities is subject to certain additional risks. Rising interest rates tend to<br />

extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of<br />

rising interest rates, a Portfolio that holds mortgage-related securities may exhibit additional volatility. This is known as extension risk.<br />

In addition, mortgage-related securities are subject to prepayment risk. When interest rates decline, borrowers may pay off their<br />

mortgages sooner than expected. This can reduce the returns of a Portfolio because the Portfolio will have to reinvest that money at<br />

the lower prevailing interest rates.<br />

Nondiversification risk. The chance that a Portfolio’s performance may be disproportionately hurt by the performance of relatively<br />

few securities. A Portfolio which is non-diversified may invest more of its assets in a smaller number of issuers than a diversified<br />

Portfolio. Concentrating investments may result in greater potential losses for Portfolios investing in a broader variety of issuers. A<br />

Portfolio may be more susceptible to adverse developments affecting a single issuer held in its portfolio, and may be more susceptible<br />

to greater losses because of these developments.<br />

Portfolio turnover risk. A Portfolio’s investments may be bought and sold relatively frequently. A high turnover rate may result in<br />

higher brokerage commissions and lower returns.<br />

Prepayment risk. A Portfolio that purchases mortgage-related securities or asset-backed securities is subject to additional risks. The<br />

underlying mortgages or assets may be prepaid, partially or completely, generally during periods of falling interest rates, which could<br />

adversely affect yield to maturity and could require the Portfolio to reinvest in lower yielding securities.<br />

Real Estate risk. Certain Portfolios may invest in REITs and real estate-linked derivative instruments. Such on emphasis on these types<br />

of investments will subject a Portfolio to risks similar to those associated with direct ownership of real estate, including losses from<br />

casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws,<br />

regulatory limitations on rents, property taxes, and operating expenses. An investment in a real estate-linked derivative instrument<br />

that is linked to the value of a REIT is subject to additional risks, such as poor performance by the manager of the REIT, adverse<br />

changes to the tax laws, or failure by the REIT to qualify for tax-free pass-through of income under the Internal Revenue Code of<br />

1986. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic<br />

area, or a single type of property.<br />

Short sale risk. A Portfolio that enters into short sales, which involves selling a security it does not own in anticipation that the<br />

security’s price will decline, exposes the Portfolio to the risk that it will be required to buy the security sold short (also known as<br />

“covering” the short position) at a time when the security has appreciated in value, thus resulting in a loss to the Portfolio.<br />

Theoretically, the amount of these losses can be unlimited, although for fixed-income securities an interest rate of 0% forms an<br />

effective limit on how high a securities’ price would be expected to rise. Although certain Portfolios may try to reduce risk by holding<br />

both long and short positions at the same time, it is possible that a Portfolio’s securities held long will decline in value at the same<br />

time that the value of the Portfolio’s securities sold short increases, thereby increasing the potential for loss.<br />

Small company risk. The shares of small companies tend to trade less frequently than those of larger, more established companies,<br />

which can have an adverse effect on the pricing of these securities and on a Portfolio’s ability to sell these securities. In the case of<br />

small cap technology companies, the risks associated with technology company stocks, which tend to be more volatile than other<br />

sectors, are magnified.<br />

Value stock risk. A Portfolio’s investments in value stocks carry the risk that the market will not recognize a security’s intrinsic value<br />

for a long time or that a stock believed to be undervalued may actually be appropriately priced.<br />

23


INTRODUCTION TO PAST PERFORMANCE<br />

A number of factors— including risk— can affect how a Portfolio performs. The bar charts and tables on the following pages<br />

demonstrate the risk of investing in each Portfolio by showing how returns can change from year to year and by showing how each<br />

Portfolio’s average annual returns compare with a stock index and a group of similar mutual funds. Past performance does not mean<br />

that a Portfolio will achieve similar results in the future.<br />

The annual returns and average annual returns shown in the charts and tables on the following pages are after deduction of expenses<br />

and do not include Contract charges. If Contract charges were included, the returns shown would have been lower than those<br />

shown. Consult your Contract prospectus for information about Contract charges. During certain periods shown, fee waivers and/or<br />

expense reimbursements may be in effect. Without such fee waivers and/or expense reimbursements, the returns for a Portfolio would<br />

have been lower.<br />

24


PAST PERFORMANCE: INTERNATIONAL & GLOBAL PORTFOLIOS<br />

AST JPMorgan International Equity Portfolio<br />

Annual Returns<br />

80%<br />

60%<br />

64.13<br />

40%<br />

20%<br />

18.15<br />

20.09<br />

30.60<br />

17.11<br />

11.01<br />

22.79<br />

0<br />

-20%<br />

-40%<br />

1997<br />

1998<br />

1999<br />

-26.49<br />

2000<br />

-22.75<br />

2001<br />

-18.42<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

42.51%, 4th quarter 1999 -19.79%, 3rd quarter 1998<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year 10 year<br />

Portfolio 22.79% 11.21% 8.44%<br />

Morgan Stanley Capital International (MSCI) EAFE Index (ND)* 26.34% 14.98% 7.71%<br />

Morgan Stanley Capital International (MSCI) EAFE Index (GD)* 26.86% 15.43% 8.06%<br />

*The Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index is a weighted, unmanaged index of performance that reflects stock price movements in Europe,<br />

Australasia, and the Far East. The Portfolio no longer utilizes the MSCI EAFE Index (ND), and instead now utilizes the MSCI EAFE Index (GD). The ND (net dividends) and GD (gross dividends)<br />

versions of the MSCI EAFE Index differ in that ND returns reflect the impact of the maximum withholding taxes on reinvested dividends while the GD version does not reflect the impact of<br />

withholding taxes on reinvested dividends. Based on a recommendation of the Fund's Managers, the Board determined that the GD version of the benchmark, which generally reflects higher returns,<br />

is a more appropriate benchmark for the Portfolio. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect<br />

of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

25


AST MFS Global Equity Portfolio<br />

Annual Returns<br />

40%<br />

30%<br />

20%<br />

27.14<br />

18.39<br />

24.30<br />

10%<br />

7.57<br />

0<br />

-10%<br />

-20%<br />

-7.19<br />

2000<br />

-9.97<br />

2001<br />

-12.26<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

15.32%, 2nd quarter 2003 -14.66%, 3rd quarter 2002<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year<br />

Since Inception<br />

(10/18/99)<br />

Portfolio 24.30% 12.05% 7.01%<br />

Morgan Stanley Capital International (MSCI) EAFE Index (ND)* 26.34% 14.98% 6.09%<br />

Morgan Stanley Capital International (MSCI) EAFE Index (GD)* 26.86% 15.43% 6.47%<br />

Morgan Stanley Capital International (MSCI) World Index (ND)* 20.07% 9.97% 3.62%<br />

Morgan Stanley Capital International (MSCI) World Index (GD)* 20.65% 10.49% 4.06%<br />

*The Morgan Stanley Capital International (MSCI) Europe, Australasia, Far East (EAFE) Index is a weighted, unmanaged index of performance that reflects stock price movements in Europe,<br />

Australasia, and the Far East. The MSCI World Index is a weighted index comprised of approximately 1,500 companies listed on the stock exchanges of the U.S., Europe, Australasia and the Far<br />

East. The Portfolio no longer utilizes the MSCI EAFE Index (ND) or the MSCI World Index (ND), and instead now utilizes the MSCI EAFE Index (GD) and the MSCI World Index (GD). The ND (net<br />

dividends) and GD (gross dividends) versions differ in that ND returns reflect the impact of the maximum withholding taxes on reinvested dividends while the GD versions do not reflect the impact<br />

of withholding taxes on reinvested dividends. Based on a recommendation of the Fund's Managers, the Board determined that the GD versions of the benchmarks, which generally reflect higher<br />

returns, are more appropriate benchmarks for the Portfolio. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included<br />

the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

26


PAST PERFORMANCE: CAPITAL GROWTH PORTFOLIOS<br />

AST Neuberger Berman Small-Cap Growth Portfolio (formerly, AST DeAM Small-Cap Growth Portfolio)<br />

Annual Returns<br />

75%<br />

60%<br />

45%<br />

30%<br />

55.90<br />

47.58<br />

15%<br />

0<br />

9.44<br />

0.36<br />

7.76<br />

-15%<br />

-30%<br />

-45%<br />

-20.95<br />

1999 2000<br />

-28.43<br />

2001<br />

-26.46<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

47.63%, 4th quarter 1999 -28.92%, 3rd quarter 2001<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year<br />

Since Inception<br />

(1/4/99)<br />

Portfolio 7.76% 5.13% 1.58%<br />

Russell 2000 Index* 18.37% 11.39% 9.50%<br />

Russell 2000 Growth Index** 13.35% 6.93% 4.37%<br />

*The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index. These returns do not include the effect of any investment management expenses.<br />

These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 2000 Growth Index consists of those companies in the Russell 2000 Index that have a greater-than-average growth orientation. These returns do not include the effect of any<br />

investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to<br />

the inception date of the Portfolio.<br />

27


AST Federated Aggressive Growth Portfolio<br />

Annual Returns<br />

80%<br />

60%<br />

69.16<br />

40%<br />

20%<br />

23.07<br />

9.44<br />

12.91<br />

0<br />

-20%<br />

-40%<br />

-20.61<br />

2001<br />

-29.19<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

35.55%, 2nd quarter 2003 -32.24%, 3rd quarter 2001<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year<br />

Since Inception<br />

(10/23/00)<br />

Portfolio 12.91% 12.79% 4.57%<br />

Russell 2000 Index* 18.37% 11.39% 9.11%<br />

Russell 2000 Growth Index** 13.35% 6.93% 1.59%<br />

*The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index. These returns do not include the effect of any investment management expenses.<br />

These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 2000 Growth Index consists of those companies in the Russell 2000 Index that have a greater-than-average growth orientation. These returns do not include the effect of any<br />

investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to<br />

the inception date of the Portfolio.<br />

28


AST Small-Cap Value Portfolio<br />

Annual Returns<br />

50%<br />

40%<br />

35.78<br />

30%<br />

20%<br />

21.86<br />

16.44<br />

20.04<br />

10%<br />

0<br />

0.58<br />

6.98<br />

6.64<br />

-10%<br />

-20%<br />

-10.53<br />

1998 1999 2000 2001<br />

-9.38<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

19.09%, 2nd quarter 1999 -19.88%, 3rd quarter 1998<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year<br />

Since inception<br />

(1/2/97)<br />

Portfolio 20.04% 12.90% 10.74%<br />

Russell 2000 Index* 18.37% 11.39% 9.44%<br />

Russell 2000 Value Index** 23.48% 15.37% 13.27%<br />

*The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index. These returns would have been lower if they included the effect of these expenses.<br />

The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 2000 Value Index measures the performance of Russell 2000 companies with higher price-to-book ratios. These returns do not include the effect of any investment management<br />

expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the<br />

Portfolio.<br />

29


AST DeAM Small Cap Value Portfolio<br />

Annual Returns<br />

50%<br />

40%<br />

43.46<br />

30%<br />

20%<br />

22.11<br />

19.95<br />

10%<br />

0<br />

1.19<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

19.87%, 2nd quarter 2003 -4.36%, 1st quarter 2003<br />

Average annual total returns for periods ended 12/31/06<br />

1 year<br />

Since Inception<br />

(5/1/02)<br />

Portfolio 19.95% 11.29%<br />

Russell 2000 Index* 18.37 11.10<br />

Russell 2000 Value Index** 23.48 13.45<br />

*The Russell 2000 Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index. These returns would have been lower if they included the effect of these expenses.<br />

The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 2000 Value Index measures the performance of Russell 2000 companies with higher price-to-book ratios. These returns do not include the effect of any investment management<br />

expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the<br />

Portfolio.<br />

30


AST Goldman Sachs Mid-Cap Growth Portfolio<br />

Annual Returns<br />

45%<br />

30%<br />

31.60<br />

15%<br />

0<br />

16.36<br />

4.76<br />

6.28<br />

-15%<br />

-30%<br />

-27.46<br />

-45%<br />

-60%<br />

-40.17<br />

2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

18.12%, 2nd quarter 2003 -27.14%, 3rd quarter 2001<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 years<br />

Since Inception<br />

(5/1/00)<br />

Portfolio 6.28% 4.34% -10.11%<br />

Standard & Poor's Mid-Cap 400 Index* 10.32% 10.89% 9.23%<br />

Russell Mid Cap Growth Index** 10.66% 8.22% -0.67%<br />

*The Standard & Poor's Mid-Cap 400 Composite Stock Price Index (Standard & Poor's MidCap 400 Index)—an unmanaged index of 400 domestic stocks chosen for market size, liquidity and<br />

industry group representation—gives a broad look at how mid cap stock prices have performed. These returns do not include the effect of any investment management expenses. These returns<br />

would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell Mid Cap Growth Index measures the performance of those Russell Midcap companies with higher price-to-book ratios and higher forecasted growth values. The stocks are also<br />

members of the Russell 1000 Growth index. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of<br />

these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

31


AST Neuberger Berman Mid-Cap Growth Portfolio<br />

Annual Returns<br />

60%<br />

45%<br />

51.37<br />

30%<br />

15%<br />

16.68<br />

20.65<br />

30.56<br />

16.07<br />

13.49<br />

14.06<br />

0<br />

-15%<br />

-8.07<br />

-30%<br />

-45%<br />

1997<br />

1998<br />

1999<br />

2000<br />

-25.79<br />

2001<br />

-31.21<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

49.26%, 4th quarter 1999 -29.71% 3rd quarter 2001<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year 10 year<br />

Portfolio 14.06% 6.18% 6.97%<br />

Standard & Poor's MidCap 400 Index* 10.32% 10.89% 13.47%<br />

Russell Midcap Growth Index** 10.66% 8.22% 8.62%<br />

*The Standard & Poor's MidCap 400 Composite Stock Price Index (Standard & Poor's MidCap 400 Index)—an unmanaged index of 400 domestic stocks chosen for market size, liquidity and industry<br />

group representation—gives a broad look at how mid cap stock prices have performed. These returns do not include the effect of any investment management expenses. These returns would have<br />

been lower if they included the effect of these expenses.<br />

**The Russell Midcap Growth Index consists of those securities in the Russell Midcap Index that have a greater-than-average growth orientation. These returns do not include the effect of any<br />

investment management expenses. These returns would have been lower if they included the effect of these expenses.<br />

32


PAST PERFORMANCE: CAPITAL GROWTH PORTFOLIOS (CONTINUED)<br />

AST MFS Growth Portfolio<br />

Annual Returns<br />

30%<br />

20%<br />

22.90<br />

10%<br />

10.69<br />

6.32<br />

9.66<br />

0<br />

-10%<br />

-6.53<br />

-1.68<br />

-20%<br />

-30%<br />

-40%<br />

-28.17<br />

2000 2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

15.50%,4th quarter 2001 -22.43%, 3rd quarter 2001<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 years<br />

Since Inception<br />

(10/28/99)<br />

Portfolio 9.66% 2.64% -0.82%<br />

Standard & Poor's 500 Index* 15.78% 6.18% 2.19%<br />

Russell 1000 Growth Index** 9.07% 2.69% -2.73%<br />

*The Standard & Poor's 500 Composite Stock Price Index (Standard & Poor's 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how mid cap stock<br />

prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The<br />

"Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Russell 100 Index<br />

measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. These returns<br />

do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the<br />

closest calendar month-end return to the inception date of the Portfolio.<br />

33


AST Marsico Capital Growth Portfolio<br />

Annual Returns<br />

75%<br />

60%<br />

52.58<br />

45%<br />

41.59<br />

30%<br />

31.74<br />

15%<br />

15.67<br />

6.83<br />

7.24<br />

0<br />

-15%<br />

-30%<br />

-14.25<br />

-15.56<br />

-21.71<br />

1998 1999 2000 2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

36.36%, 4th quarter 1999 -18.06%, 3rd quarter 2001<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year<br />

Since Inception<br />

(12/22/97)<br />

Portfolio 7.24% 8.07% 8.82%<br />

Standard & Poor's 500 Index* 15.78% 6.18% 5.96%<br />

Russell 1000 Growth Index** 9.07% 2.69% 2.98%<br />

*The Standard & Poor's 500 Composite Stock Price Index (Standard & Poor's 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how mid cap stock<br />

prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The<br />

"Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 1000 Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values. The Russell 100 Index<br />

measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. These returns<br />

do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the<br />

closest calendar month-end return to the inception date of the Portfolio.<br />

34


AST DeAM Large-Cap Value Portfolio<br />

Annual Returns<br />

40%<br />

30%<br />

20%<br />

26.59<br />

18.17<br />

21.73<br />

10%<br />

9.33<br />

0<br />

-10%<br />

-5.53<br />

-20%<br />

-30%<br />

2001<br />

-15.30<br />

2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

15.61%, 2nd quarter 2003 -17.31%, 3rd quarter 2002<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year<br />

Since Inception<br />

(10/23/00)<br />

Portfolio 21.73% 11.01% 7.55%<br />

Standard & Poor's 500 Index* 15.78% 6.18% 1.58%<br />

Russell 1000 Value Index** 22.25% 10.86% 7.90%<br />

*The Standard & Poor's 500 Composite Stock Price Index (Standard & Poor's 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how mid cap stock<br />

prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The<br />

"Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Russell 1000 Value Index measures measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000 Index<br />

measures the performance of the 1,000 largest companies in the Russell 3000 Index, which represents approximately 92% of the total market capitalization of the Russell 3000 Index. These returns<br />

do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the<br />

closest calendar month-end return to the inception date of the Portfolio.<br />

35


PAST PERFORMANCE: SPECIAL EQUITY PORTFOLIOS<br />

AST Cohen & Steers Realty Portfolio<br />

Annual Returns<br />

50%<br />

40%<br />

37.43<br />

37.95<br />

36.73<br />

30%<br />

26.19<br />

20%<br />

14.82<br />

10%<br />

0<br />

2.26<br />

2.85<br />

2.65<br />

-10%<br />

-20%<br />

-30%<br />

-16.00<br />

1998 1999 2000 2001 2002 2003 2004 2005 2006<br />

Best Quarter<br />

Worst Quarter<br />

17.44%, 4th quarter 2004 -10.76%, 3rd quarter 1998<br />

Average annual total returns For periods ended 12/31/06<br />

1 year 5 year<br />

Since Inception<br />

(1/2/98)<br />

Portfolio 36.73% 25.03% 14.60%<br />

NAREIT Equity REIT Index* 35.06% 23.20% 13.85%<br />

Wilshire Reit Index** 36.13% 23.84% 14.81%<br />

* The NAREIT Equity REIT Index is an unmanaged, capitalization-weighted index of all equity real estate investment trusts. These returns do not include the effect of any investment management<br />

expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the<br />

Portfolio.<br />

**The Wilshire REIT index seeks to provide a broad representation of the U.S. real estate securities markets. In order to be included in the REIT index, a company must be an equity owner and<br />

operator of commercial or residential real estate and must generate at least 75% of its revenue from such assets. It also must meet minimum requirements for market capitalization and liquidity.<br />

Certain types of securities, such as mortgage REITs, are excluded, as are companies with more than 25% of their assets in direct mortgage investments. These returns do not include the effect of<br />

any investment management expenses. These returns would have been lower if they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end<br />

return to the inception date of the Portfolio.<br />

36


AST T. Rowe Price Natural Resources Portfolio<br />

Annual Returns<br />

40%<br />

30%<br />

28.11<br />

26.79<br />

33.52<br />

31.19<br />

31.40<br />

20%<br />

15.87<br />

10%<br />

0<br />

3.39<br />

0.70<br />

-10%<br />

-11.83<br />

-5.53<br />

-20%<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

19.85%, 4th quarter 2003 -18.58%, 3rd quarter 2002<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year 10 year<br />

Portfolio 15.87% 20.30% 14.15%<br />

Lipper Natural Resources Fund Index* 19.46% 21.80% 12.70%<br />

Standard & Poor's 500 Index** 15.78% 6.18% 8.42%<br />

*The Standard & Poor's 500 Composite Stock Price Index (Standard & Poor's 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how mid cap stock<br />

prices have performed. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The<br />

"Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

**The Lipper Natural Resources Fund Index is an is an unmanaged equally-weighted index of the largest mutual funds in the Lipper Natural Resources category of funds. The Lipper Natural<br />

Resources Fund Index has been added this year as a supplemental index. These returns do not include the effect of any investment management expenses. These returns would have been lower if<br />

they included the effect of these expenses. The "Since Inception" return reflects the closest calendar month-end return to the inception date of the Portfolio.<br />

37


PAST PERFORMANCE: ASSET ALLOCATION PORTFOLIOS<br />

AST UBS Dynamic Alpha Portfolio (formerly, AST Global Allocation Portfolio)<br />

Annual Returns<br />

30%<br />

20%<br />

18.28<br />

20.85<br />

19.53<br />

10%<br />

12.86<br />

11.09<br />

6.94<br />

11.14<br />

0<br />

-10%<br />

-20%<br />

-4.36<br />

-11.73<br />

-15.43<br />

-30%<br />

1997<br />

1998 1999 2000 2001 2002 2003 2004 2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

16.25%, 4th quarter 1999 -12.44%, 3rd quarter 2001<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year 10 year<br />

Portfolio 11.14% 5.94% 6.16%<br />

Standard & Poor's 500 Index* 15.78% 6.18% 8.42%<br />

Former Blended Index** 12.29% 7.50% 7.93%<br />

Current Blended Index** 12.35% 7.55% 7.98%<br />

Note: Prior to May 1, 2007, the Portfolio was known as the AST Global Allocation Portfolio and was operated as a "fund-of-funds." Pursuant to shareholder approval, the Portfolio's contractual<br />

investment management fee increased from 0.10% to 1.00% of the Portfolio's average daily net assets, the Portfolio is no longer operated as a "fund-of-funds," and the investment strategies and<br />

policies of the Portfolio are materially different. The performance history furnished above reflects the investment performance, investment operations, investment policies and investment strategies<br />

of the former AST Global Allocation Portfolio, and does not represent the actual or predicted investment performance of the AST UBS Dynamic Alpha Portfolio.<br />

*The Standard & Poor's 500 Composite Stock Price Index (Standard & Poor's 500 Index) — an unmanaged index of 500 stocks of large U.S. companies — gives a broad look at how stock prices<br />

have performed. This index is no longer utilized to measure the performance of the Portfolio. These returns do not include the effect of any investment management expenses. These returns would<br />

have been lower if they included the effect of these expenses.<br />

**The Former Blended Index consists of the Russell 3000 Index (48%), the Lehman Brothers Aggregate Bond Index (40%), and the MSCI EAFE Index (ND) (12%). The Current Blended Index consists<br />

of the Russell 3000 Index (48%), the Lehman Brothers Aggregate Bond Index (40%) and the MSCI EAFE Index (GD) (12%). The Blended Index no longer utilizes the MSCI EAFE Index (ND) and instead<br />

now utilizes the MSCI EAFE Index (GD). The ND (net dividends) and GD (gross dividends) versions of the MSCI EAFE Index differ in that ND returns reflect the impact of the maximum withholding<br />

taxes on reinvested dividends while the GD version does not reflect the impact of withholding taxes on reinvested dividends. Based on a recommendation of the Fund's Manager, the Board<br />

determined that the GD version of the benchmark, which generally reflects higher returns, is a more appropriate benchmark for the Portfolio. These returns do not include the effect of any<br />

investment management expenses. These returns would have been lower if they included the effect of these expenses.<br />

38


PAST PERFORMANCE: FIXED INCOME PORTFOLIOS<br />

AST T. Rowe Price Global Bond Portfolio<br />

Annual Returns<br />

20%<br />

15%<br />

14.72<br />

15.03<br />

12.86<br />

10%<br />

5%<br />

2.66<br />

8.64<br />

6.27<br />

0<br />

-5%<br />

-3.42<br />

-0.45<br />

-4.49<br />

-10%<br />

-8.33<br />

-15%<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

7.85%, 2nd quarter 2002 -5.56%, 1st quarter 1999<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year 10 year<br />

Portfolio 6.27% 7.44% 4.04%<br />

Lehman Brothers Global Aggregate Index* 6.64% 7.85% 5.52%<br />

*The Lehman Brothers Global Aggregate Index provides a broad-based measure of the global investment-grade fixed-rate debt markets. The Global Aggregate Index contains three major<br />

components: the U.S. Aggregate Index, the Pan-European Aggregate Index, and the Asian-Pacific Aggregate Index. In addition to securities from these three benchmarks (94.4% of the overall Global<br />

Aggregate market value), the Global Aggregate Index includes Global Treasury, Eurodollar, Euro-Yen, Canadian, and Investment-Grade 144A index-eligible securities not already in the three regional<br />

aggregate indices. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses.<br />

39


AST PIMCO Limited Maturity Bond Portfolio<br />

Annual Returns<br />

15%<br />

10%<br />

5%<br />

7.46<br />

5.72<br />

3.37<br />

8.43<br />

7.97<br />

6.21<br />

3.28<br />

2.07<br />

1.63<br />

3.82<br />

0<br />

1997<br />

1998<br />

1999<br />

2000<br />

2001<br />

2002<br />

2003<br />

2004<br />

2005<br />

2006<br />

Best Quarter<br />

Worst Quarter<br />

2.83%, 3rd quarter 2001 -0.73%, 2nd quarter 2004<br />

Average annual total returns for periods ended 12/31/06<br />

1 year 5 year 10 year<br />

Portfolio 3.82% 3.39% 4.97%<br />

Merrill Lynch 1-3 Year Index* 3.96% 2.82% 4.69%<br />

*The Merrill Lynch 1-3 Year Treasury Index is a sub-index of the Merrill Lynch Treasury Master Index. It includes issues in the form of publicly placed, coupon-bearing U.S. Treasury debt. Issues must<br />

carry a term to maturity of at least one year. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of<br />

these expenses.<br />

40


FEES AND EXPENSES OF THE PORTFOLIOS<br />

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Portfolios. Unless otherwise<br />

indicated, the fees and expenses shown below are based upon each Portfolio’s expenses for the year ended December 31, 2006 and<br />

are expressed as a percentage of the average daily net assets of each Portfolio.<br />

The table does not include Contract charges. Because Contract charges are not included, the total fees and expenses that you will<br />

incur will be higher than the fees and expenses set forth in the following table. See the accompanying Contract prospectus for more<br />

information about Contract charges.<br />

Annual Portfolio Operating Expenses (expenses that are deducted from Portfolio assets, in %)<br />

Shareholder<br />

Fees (fees<br />

paid directly<br />

from your<br />

investment)<br />

Management<br />

Fees<br />

Distribution<br />

(12b-1) Fees<br />

Other<br />

Expenses 1<br />

Acquired<br />

Portfolio<br />

Fees &<br />

Expenses 2<br />

Total Annual<br />

Portfolio<br />

Operating<br />

Expenses 3<br />

AST JPMorgan International Equity None .87 None .16 - 1.03<br />

AST MFS Global Equity None 1.00 None .25 - 1.25<br />

AST Neuberger Berman Small-Cap Growth (formerly, AST DeAM Small-<br />

Cap Growth) None .95 None .16 - 1.11<br />

AST Federated Aggressive Growth None .95 None .14 - 1.09<br />

AST Small-Cap Value None .90 None .13 - 1.03<br />

AST DeAM Small-Cap Value None .95 None .23 - 1.18<br />

AST Goldman Sachs Mid-Cap Growth None 1.00 None .15 - 1.15<br />

AST Neuberger Berman Mid-Cap Growth None .90 None .14 - 1.04<br />

AST MFS Growth None .90 None .13 - 1.03<br />

AST Marsico Capital Growth None .90 None .11 - 1.01<br />

AST DeAM Large-Cap Value None .85 None .15 - 1.00<br />

AST Cohen & Steers Realty Portfolio None 1.00 None .13 - 1.13<br />

AST T. Rowe Price Natural Resources Portfolio None .90 None .13 - 1.03<br />

AST UBS Dynamic Alpha (formerly, AST Global Allocation) 4 None 1.00 None .21 - 1.21<br />

AST T. Rowe Price Global Bond None .80 None .16 - .96<br />

AST PIMCO Limited Maturity Bond None .65 None .12 - .77<br />

41


EXAMPLE<br />

The following Example, which reflects the Portfolio operating expenses listed in the preceding tables, is intended to help you<br />

compare the cost of investing in the Fund with the cost of investing in other mutual funds. Because the following example does not<br />

include the effect of Contract charges, the total fees and expenses that you will incur will be higher than the example set forth in the<br />

following table. For more information about Contract charges see the accompanying Contract prospectus. The Example assumes that<br />

you invest $10,000 in a Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s<br />

total operating expenses remain the same (including the indirect expenses of any acquired portfolios in which the Portfolio invests),<br />

and that no expense waivers and reimbursements are in effect. Although your actual costs may be higher or lower, based on these<br />

assumptions your costs would be:<br />

Expense Example<br />

1 Year 3 Years 5 Years 10 Years<br />

AST JPMorgan International Equity 105 328 569 1,259<br />

AST MFS Global Equity 127 397 686 1,511<br />

AST Neuberger Berman Small-Cap Growth 113 353 612 1,352<br />

AST Federated Aggressive Growth 111 347 601 1,329<br />

AST Small-Cap Value 105 328 569 1,259<br />

AST DeAM Small-Cap Value 120 375 649 1,432<br />

AST Goldman Sachs Mid-Cap Growth 117 365 633 1,398<br />

AST Neuberger Berman Mid-Cap Growth 106 331 574 1,271<br />

AST MFS Growth 105 328 569 1,259<br />

AST Marsico Capital Growth 103 322 558 1,236<br />

AST DeAM Large-Cap Value 102 318 552 1,225<br />

AST Cohen & Steers Realty 115 359 622 1,375<br />

AST T. Rowe Price Natural Resources 105 328 569 1,259<br />

AST UBS Dynamic Alpha (formerly AST Global Allocation) 3 123 384 665 1,466<br />

AST T. Rowe Price Global Bond 98 306 531 1,178<br />

AST PIMCO Limited Maturity Bond 79 246 428 954<br />

1<br />

Shares of the Portfolios are generally purchased through variable insurance products. The Fund has entered into arrangements with the issuers of the variable insurance products offering the<br />

Portfolios under which the Fund compensates the issuers 0.10% for providing ongoing services to Portfolio shareholders in lieu of the Fund providing such services directly to shareholders.<br />

Amounts paid under these arrangements are included in "Other Expenses." Subject to the expense limitations set forth below, for each Portfolio of the Fund other than the Dynamic Asset Allocation<br />

Portfolios, 0.03% of the 0.10% adminstrative services fee is voluntarily waived. The Dynamic Asset Allocation Portfolios do not directly pay any portion of the 0.10% administrative service fee.<br />

2<br />

Some of the Portfolios invest in other investment companies (the Acquired Portfolios). For example, each Dynamic Asset Allocation Portfolio invests in shares of other Portfolios of the Fund, and<br />

some Portfolios invest in other funds, including the Dryden Core Investment Fund. Investors in a Portfolio indirectly bear the fees and expenses of the Acquired Portfolios. The expenses shown under<br />

"Acquired Portfolio Fees and Expenses" represent a weighted average of the expense ratios of the Acquired Portfolios in which each Portfolio invested during the year ended December 31, 2006. The<br />

Dynamic Asset Allocation Portfolios do not pay any transaction fees when purchasing or redeeming shares of the Acquired Portfolios.<br />

When a Portfolio's "Acquired Portfolio Fees and Expenses" are less that 0.01%, such expenses are included in the column titled "Other Expenses." This may cause the Total Annual Portfolio<br />

Operating Expenses to differ from those set forth in the Financial Highlights tables of such Portfolios.<br />

3<br />

<strong>Prudential</strong> Investments LLC and AST Investment Services, Inc. have voluntarily agreed to waive a portion of their management fee and/or limit total expenses (expressed as an annual percentage<br />

of average daily net assets) for certain Portfolios of the Fund. These arrangements, which are set forth as follows, may be discontinued or otherwise modified at any time. AST Cohen & Steers<br />

Realty: 1.45%; AST DeAM Large-Cap Value: 1.25%; AST DeAM Small-Cap Value: 1.14%; AST Neuberger Berman Small-Cap Growth: 1.35%; AST Federated Aggressive Growth: 1.35%; AST Goldman<br />

Sachs Mid-Cap Growth: 1.12%; AST JPMorgan International Equity: 1.01%; AST MFS Global Equity: 1.18%; AST MFS Growth: 1.35%; AST Marsico Capital Growth: 1.35%; AST Neuberger Berman<br />

Mid-Cap Growth: 1.25%; AST PIMCO Limited Maturity Bond: 1.05%; AST Small-Cap Value: 1.30%; AST T. Rowe Price Global Bond: 1.75%; AST T. Rowe Price Natural Resources: 1.35%; AST Dynamic<br />

Asset Allocation Portfolios: 0.20%.<br />

4<br />

Expenses shown are the annualized estimated operating expenses for AST UBS Dynamic Alpha Portfolio effective May 1, 2007. Operating expenses for the AST Global Allocation Portfolio based<br />

upon the year ended December 31, 2006 would be as follows: Shareholder Fees (fees paid directly from your investment) - None; Management Fees - .10%; Distribution (12b-1) Fees - None; Other<br />

Expenses - .09%; Acquired Portfolio Fees & Expenses - .88%; Total Annual Portfolio Operating Expenses - 1.07%.<br />

42


MORE DETAILED INFORMATION ON HOW THE PORTFOLIOS INVEST<br />

INVESTMENT OBJECTIVES & POLICIES<br />

We describe each Portfolio’s investment objective and policies on the following pages. We describe certain investment instruments<br />

that appear below in the section entitled More Detailed Information About Other Investments and Strategies Used by the Portfolios.<br />

Although we make every effort to achieve each Portfolio’s objective, we can’t guarantee success and it is possible that you could lose<br />

money. Unless otherwise stated, each Portfolio’s investment objective is a fundamental policy that cannot be changed without<br />

shareholder approval. The Board of Trustees can change investment policies that are not fundamental.<br />

An investment in a Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation<br />

(FDIC) or any other government agency.<br />

43


AST JPMorgan International Equity Portfolio<br />

Investment Objective: to seek capital growth.<br />

Principal Investment Objectives and Risks:<br />

The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in equity securities. The 80% investment<br />

requirement applies at the time the Portfolio invests its assets. Equity securities include common stocks, securities convertible into<br />

common stocks and securities having common stock characteristics or other derivative instruments whose value is based on common<br />

stocks, such as rights, warrants or options to purchase common stock, preferred stock, convertible preferred stock, convertible bonds,<br />

convertible debentures, convertible notes, depository receipts, futures contracts and swaps investments.<br />

The Portfolio seeks to meet its investment objective by normally investing primarily in a diversified portfolio of equity securities of<br />

companies located or operating in developed non-U.S. countries and emerging markets of the world. The equity securities will<br />

ordinarily be traded on a recognized foreign securities exchange or traded in a foreign over-the-counter market in the country where<br />

the issuer is principally based, but may also be traded in other countries including the United States.<br />

The Portfolio will normally allocate its investments among a variety of countries, regions and industry sectors, investing in several<br />

countries outside of the United States. However, the Portfolio may invest a substantial part of its assets in any one country. The<br />

Portfolio intends to invest in companies (or governments) in the following countries or regions: the Far East including Japan, Europe<br />

including the UK and other countries or areas that the subadviser may select from time to time. The Portfolio may invest up to 15% of<br />

its total assets in securities of issuers located and operating primarily in emerging market countries.<br />

As with any equity fund, the fundamental risk associated with the Portfolio is the risk that the value of the securities it holds might<br />

decrease. The prices of equity securities change in response to many factors, including the historical and prospective earnings of the<br />

issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity. As a fund that<br />

invests primarily in the securities of foreign issuers, the risk and degree of share price fluctuation of the Portfolio may be greater than<br />

a fund investing primarily in domestic securities. The risks of investing in foreign securities, which are described in more detail below<br />

under “Principal Risks,” include political and economic conditions and instability in foreign countries, less available information<br />

about foreign companies, lack of strict financial and accounting controls and standards, less liquid and more volatile securities<br />

markets, and fluctuations in currency exchange rates. While the Portfolio may engage in transactions intended to hedge its exposure<br />

to fluctuations in foreign currencies, it does not normally do so. To the extent the Portfolio invests in securities of issuers in<br />

developing countries, the Portfolio may be subject to even greater levels of risk and share price fluctuation. Transaction costs are<br />

often higher in developing countries and there may be delays in settlement of transactions.<br />

Other Investments:<br />

The Portfolio may invest up to 20% of its total assets in debt or preferred equity securities exchangeable for or convertible into<br />

marketable equity securities of foreign companies. In addition, the Portfolio may regularly invest up to 20% of its total assets in highgrade<br />

short-term debt securities, including U.S. Government obligations, investment grade corporate bonds or taxable municipal<br />

securities, whether denominated in U.S. dollars or foreign currencies. The Portfolio also may purchase and write (sell) covered call<br />

and put options on securities and stock indices. The Portfolio may also purchase and sell stock and interest rate futures contracts and<br />

options on these futures contracts. The purpose of these transactions is to hedge against changes in the market value of the Portfolio’s<br />

securities caused by changing interest rates and market conditions, and to close out or offset existing positions in options or futures<br />

contracts. The Portfolio may from time to time make short sales “against the box.”<br />

Temporary Investments. In addition to regularly investing up to 20% of its total assets in short-term debt securities as noted above,<br />

the Portfolio may hold all or a significant portion of its assets in cash, money market instruments, bonds or other debt securities in<br />

anticipation of or in response to adverse market conditions or for cash management purposes. While the Portfolio is in such a<br />

defensive position, the opportunity to achieve its investment objective of capital growth may be limited.<br />

AST MFS Global Equity Portfolio<br />

Investment Objective: to seek capital growth.<br />

Principal Investment Policies and Risks:<br />

The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of its net assets in equity<br />

securities. The 80% investment requirement applies at the time the Portfolio invests its assets. Equity securities represent an<br />

ownership interest, or the right to acquire an ownership interest in a company or other issuer. Different types of equity securities<br />

44


provide different voting and dividend rights and priorities in the event of bankruptcy of the issuer. Equity securities include common<br />

stocks, preferred stocks, securities convertible into stocks, and depository receipts for those securities.<br />

In selecting investments for the Portfolio, the subadviser is not constrained to any particular investment style. The Portfolio may invest<br />

its assets in the stocks of companies it believes to have above average earnings growth potential compared to other companies<br />

(growth companies), in the stocks of companies it believes are undervalued compared to their perceived worth (value companies), or<br />

in a combination of growth and value companies.<br />

While the Portfolio may invest its assets in companies of any size, the Portfolio generally focuses on companies with large<br />

capitalizations.<br />

The Portfolio may invest its assets in U.S. and foreign securities, including emerging market securities.<br />

The Portfolio may invest a relatively high percentage of its assets in a single country or a small number of countries.<br />

The subadviser uses a bottom-up investment approach in buying and selling investments for the Portfolio. Investments are selected<br />

primarily based on fundamental analysis of issuers and their potential in light of their current financial condition and industry<br />

position, and market, economic, political, and regulatory conditions. Factors considered may include analysis of earnings, cash<br />

flows, competitive position, and management ability. Quantitative analysis of these and other factors may also be considered.<br />

As a fund that invests primarily in equity stocks, the value of the securities held by the Portfolio may decline, either because of<br />

changing economic, political or market conditions, or because of the economic condition of the company that issued the security. As<br />

a global fund that invests in both U.S. and foreign securities, the Portfolio’s level of risk may be lower than that of many international<br />

funds but higher than that of many domestic equity funds. The Portfolio’s investments in foreign stocks may cause the risk and degree<br />

of share price fluctuation of the Portfolio to be greater than a fund investing primarily in domestic securities. The risks of investing in<br />

foreign securities, which are described in more detail in the “Principal Risks” section of the prospectus, include risks relating to<br />

political, social and economic conditions abroad, risks resulting from differing regulatory standards in non-U.S. markets, and<br />

fluctuations in currency exchange rates. To the extent the Portfolio invests in the securities of issuers in developing countries, the risks<br />

relating to investing in foreign securities likely will be accentuated. The Portfolio may also be subject to increased risk if it makes<br />

significant investments in securities traded over-the-counter, because such securities are frequently those of smaller companies that<br />

generally trade less frequently and are more volatile than the securities of larger companies.<br />

Other Investments:<br />

Although the Portfolio will invest primarily in equity securities, the Portfolio may purchase and sell futures contracts and related<br />

options on securities indices, foreign currencies and interest rates for hedging and non-hedging purposes. The Portfolio may also<br />

enter into forward contracts for the purchase or sale of foreign currencies for hedging and non-hedging purposes. The Portfolio may<br />

purchase and write (sell) options on securities, stock indices and foreign currencies. The Portfolio may also purchase warrants.<br />

Temporary Investments. The Portfolio may depart from its principal investment strategy by temporarily investing for defensive<br />

purposes when adverse market, economic or political conditions exist. When investing for defensive purposes, the Portfolio may hold<br />

cash or invest in cash equivalents, such as short-term U.S. government securities, commercial paper and bank instruments. While the<br />

Portfolio is in a defensive position, the opportunity to achieve its investment objective will be limited.<br />

AST Neuberger Berman Small-Cap Growth Portfolio (formerly, AST DeAM Small-Cap Growth Portfolio)<br />

Investment Objective: to seek maximum growth of investors’ capital from a portfolio primarily of growth stocks of smaller<br />

companies.<br />

Principal Investment Policies and Risks:<br />

The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in<br />

small capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets.<br />

The Portfolio pursues its investment objective, under normal market conditions, by investing primarily in the equity securities of small<br />

sized companies included in the Russell 2000® Growth Index. Equity securities include common stocks and securities convertible<br />

into or exchangeable for common stocks, including warrants and rights. The Russell 2000® Growth Index is a market capitalization<br />

index that measures the performance of small-sized companies with above average growth prospects. As of January 31, 2007, the<br />

average market capitalization of the companies in the Russell 2000® Growth Index was $1.25 billion and the median market<br />

capitalization was $656 million. The size of the companies in the Russell 2000® Growth Index will change with market conditions.<br />

45


The Portfolio Manager employs a disciplined investment strategy when selecting stocks. Using fundamental research and quantitative<br />

analysis the Manager looks for fast-growing companies with above-average sales and competitive returns on equity relative to their<br />

peers. In doing so, the Portfolio Manager analyzes financial condition, market share and competitive leadership of the company’s<br />

products, earnings growth relative to competitors and market valuation in comparison to a stock’s own historical norms and the<br />

stocks of other small cap companies.<br />

Like all common stocks, the market values of the common stocks held by the Portfolio can fluctuate significantly, reflecting the<br />

business performance of the issuing company, investor perception or general economic or financial market movements. Because of<br />

the Portfolio’s focus on the stocks of smaller growth companies, investment in the Portfolio may involve substantially greater than<br />

average share price fluctuation and investment risk. A fund focusing on growth stocks will generally involve greater risk and share<br />

price fluctuation than a fund investing primarily in value stocks. While the Portfolio attempts to outperform the Russell 2000®<br />

Growth Index, the Portfolio also may under-perform the Russell 2000® Growth Index over short or extended periods.<br />

In addition, investments in securities of smaller companies are generally considered to offer greater opportunity for appreciation and<br />

to involve greater risk of depreciation than securities of larger companies. Smaller companies often have limited product lines,<br />

markets or financial resources, and they may be dependent upon one or a few key people for management. Because the securities of<br />

small-cap companies are not as broadly traded as those of larger companies, they are often subject to wider and more abrupt<br />

fluctuations in market price. Additional reasons for the greater price fluctuations of these securities include the less certain growth<br />

prospects of smaller firms and the greater sensitivity of small companies to changing economic conditions.<br />

Other Investments:<br />

In addition to investing in common stocks, the Portfolio may also invest to a limited degree in preferred stocks and debt securities<br />

when they are believed by the subadviser to offer opportunities for capital growth. Other types of securities in which the Portfolio<br />

may invest include:<br />

Foreign Securities. The Portfolio may invest in securities of foreign issuers in the form of depositary receipts or that are denominated<br />

in U.S. dollars. Foreign securities in which the Portfolio may invest include any type of security consistent with its investment<br />

objective and policies. The prices of foreign securities may be more volatile than those of domestic securities.<br />

Options, Financial Futures and Other Derivatives. The Portfolio may deal in options on securities and securities indices, which<br />

options may be listed for trading on a national securities exchange or traded over-the-counter. Options transactions may be used to<br />

pursue the Portfolio’s investment objective and also to hedge against currency and market risks, but are not intended for speculation.<br />

The Portfolio may engage in financial futures transactions on commodities exchanges or boards of trade in an attempt to hedge<br />

against market risks.<br />

In addition to options and financial futures, the Portfolio may invest in a broad array of other “derivative” instruments in an effort to<br />

manage investment risk, to increase or decrease exposure to an asset class or benchmark (as a hedge or to enhance return), or to<br />

create an investment position indirectly. The types of derivatives and techniques used by the Portfolio may change over time as new<br />

derivatives and strategies are developed or as regulatory changes occur.<br />

Temporary Investments. When a defensive position is deemed advisable because of prevailing market conditions, the Portfolio may<br />

invest without limit in high grade debt securities, commercial paper, U.S. Government securities or cash or cash equivalents,<br />

including repurchase agreements. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of<br />

maximum capital growth will be limited.<br />

AST Federated Aggressive Growth Portfolio<br />

Investment Objective: to seek capital growth.<br />

Prinicpal Investment Policies and Risks:<br />

The Portfolio will pursue its investment objective, under normal circumstances, by investing primarily in the stocks of small<br />

companies that are traded on national security exchanges, NASDAQ stock exchange and on the over-the-counter market. As noted<br />

earlier small companies will be defined as companies with market capitalizations similar to companies in the Russell 2000® Index or<br />

the Standard & Poor’s Small Cap 600 Index. Such definition will be applied at the time of investment and the Portfolio will not be<br />

required to sell a stock because the company has grown outside the market capitalization range of small capitalization stocks. Up to<br />

25% of the Portfolio’s net assets may be invested in foreign securities, which are typically denominated in foreign currencies. Solely<br />

for purposes of complying with this policy an issuer’s security will be considered to be a foreign security if the security is<br />

denominated in a foreign currency or purchased on a securities exchange outside the United States. Certain securities not included in<br />

46


this definition of foreign securities may still be subject to risks of foreign investing that are described in this prospectus. For example,<br />

an issuer that is organized in an offshore jurisdiction but who has its principal place of business or whose securities are traded<br />

principally on a securities exchange in the United States will not be considered a foreign security for purposes of this policy but may<br />

still be subject to risks associated with foreign securities.<br />

The assets of the portfolio are independently managed by two subadvisers under a multi-manager structure. Although each subadviser<br />

will follow the Portfolio’s policy of investing, they expect to utilize different investment strategies to achieve the Portfolio’s objective<br />

of capital growth.<br />

The Portfolio is advised by Federated Equity Management Company of Pennsylvania (“Federated Equity”)and Federated MDTA LLC<br />

(“Federated MDTA”). Federated MDTA is responsible for initially managing approximately 30% of the Portfolio’s assets and Federated<br />

Equity is responsible for managing the remainder of the Portfolio’s assets.<br />

Federated Equity Management Company of Pennsylvania (“Federated Equity”)<br />

The Federated Kaufmann Team (“Kaufmann”) process for selecting investments is bottom-up and growth-oriented. There is an<br />

emphasis on individual stock selection rather than trying to time the highs and lows of the market or concentrating in certain<br />

industries or sectors. Kaufmann assesses individual companies from the perspective of a long-term investor. Kaufmann seeks to<br />

purchase stocks of companies that it believes: are profitable and leaders in the industry; have distinct products and services which<br />

address substantial markets; can rapidly grow annual earnings over the next three to five years; or have superior proven management<br />

and solid balance sheet.<br />

Federated MDTA LLC<br />

MDT Advisers selects most of the Portfolio’s investments from companies listed in the Russell 2000 Growth Index. The index<br />

measures the performance of those companies with higher price-to-book ratios and higher forecasted growth values within the smallcap<br />

segments of the U.S. equity universe, which includes the 2,000 smallest companies by market capitalization within the Russell<br />

3000 Index (an index that includes the 3,000 largest U.S. companies by market capitalization, representing approximately 98% of<br />

the investable domestic equity market).<br />

MDT Advisers’ strategy was developed using a quantitative model (referred to as the Optimum Q Process). The Optimum Q Process<br />

seeks to screen its universe of stocks for stocks that meet certain valuation (i.e., price-to-book ratio, price-to-earnings ratio) and<br />

performance metrics (i.e., earnings momentum or earnings growth) that MDT Advisers believes might be indicative of an attractive<br />

investment opportunity. The selection process also factors in trading costs (particularly market impact) by biasing the portfolio toward<br />

those stocks which have less trading cost. MDT Advisers’ process also utilizes diversification constraints which keep the portfolio<br />

diversified by business, industry and sector.<br />

MDT Advisers believes that by using a disciplined, quantitative process, its universe of stocks can be analyzed daily and more<br />

objectively than by following a more traditional approach. The strategy seeks to maximize compound annual returns while<br />

controlling risk. This portion of the portfolio is constructed from the bottom up – considering profit trends, earnings risk, and<br />

company valuation – in much the same way as a fundamental analyst would construct a portfolio. The process takes into account<br />

trading costs to ensure that trades are generated only to the extent they are expected to be profitable on an after trading cost basis.<br />

Risk is controlled through diversification constraints. These constraints limit both the size of an investment in any one company and<br />

the extent to which the portfolio’s exposure to any one business, industry or sector differs from that of the strategy’s universe of<br />

possible investments. MDT Advisers engages in active trading of portfolio securities under its management to achieve investment<br />

goals.<br />

The Portfolio also may invest up to 15% of its net assets in illiquid securities.<br />

As with any fund investing primarily in equity securities, the Portfolio is subject to the risk that the value of equity securities in the<br />

Portfolio will decline. These declines may occur in the form of a sustained trend or a drastic movement. The prices of individual<br />

portfolio stocks will fluctuate because of factors specific to that company or because of changes in stock valuations generally.<br />

Because of the Portfolio’s emphasis on small company growth stocks, the Portfolio will likely be subject to a degree of risk and share<br />

price fluctuation greater than that of many other equity funds. Generally, the smaller the market capitalization of a company, the<br />

fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market<br />

capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital.<br />

Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth<br />

stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market<br />

47


development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend<br />

more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher<br />

dividends. In addition, the Portfolio’s level of risk and share price fluctuation may increase to the extent it emphasizes investments in<br />

the securities of foreign companies.<br />

Other Investments:<br />

Short Sales. The Portfolio may make short sales of securities listed on one or more national exchanges or on the NASDAQ stock<br />

exchange. A short sale means selling a security the Portfolio does not own to take advantage of an anticipated decline in the stock’s<br />

price. Once the Portfolio sells the security short, it has an obligation to replace the borrowed security. If it can buy the security back<br />

at a lower price, a profit results. In no event will the Portfolio engage in short sales transactions if it would cause the market value of<br />

all of the Portfolio’s securities sold short to exceed 25% of its net assets. The value of the securities of any one issuer that may be<br />

shorted by the Portfolio is limited to the lesser of 2% of the value of the Portfolio’s net assets or 2% of the securities of any class of the<br />

issuer. The Portfolio may also “sell short against the box,” i.e., the Portfolio owns securities identical to those sold short. Short sales<br />

against the box are not subject to the 25% limitation. A capital gain is recognized immediately upon entering into a short sale against<br />

the box with respect to an appreciated security. Short sales are speculative in nature, and may reduce returns or increase volatility.<br />

The Portfolio may use derivative contracts and/or hybrid instruments to implement elements of its investment strategy. For example,<br />

the Portfolio may use derivatives contracts and/or hybrid instruments to increase or decrease the allocation of the portfolio to<br />

securities, currencies, or types of securities in which the Portfolio may invest directly. The Portfolio may also, for example, use<br />

derivative contracts to:<br />

B<br />

Obtain premiums from the sale of derivative contracts;<br />

B<br />

Realize gains from trading a derivative contract; or<br />

B<br />

Hedge against potential losses.<br />

There can be no assurance that the Portfolio’s use of derivative contracts or hybrid instruments will work as intended.<br />

The Portfolio may buy or sell call and put options. The Portfolio may also buy or sell financial futures (such as currency futures, index<br />

futures and security futures) as well as currency forward contracts. The Portfolio may also invest in interest rate swaps, total return<br />

swaps, credit default swaps, currency swaps, and caps and floors.<br />

Temporary Investments. The Portfolio may temporarily depart from its principal investment strategies by investing its assets in cash<br />

and short-term debt securities and similar obligations. It may do this to minimize potential losses and maintain liquidity to meet<br />

shareholder redemptions during adverse market conditions. When the Portfolio is in such a defensive position, the ability to achieve<br />

its investment objective of capital growth may be limited.<br />

AST Small-Cap Value Portfolio<br />

Investment Objective: to provide long-term capital growth by investing primarily in small-capitalization stocks that appear to be<br />

undervalued.<br />

Principal Investment Policies and Risks:<br />

The Portfolio has a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its net assets in small<br />

capitalization companies. The 80% requirement applies at the time the Portfolio invests its assets. Small capitalization companies are<br />

generally those that have market capitalizations (measured at the time of purchase) within the market capitalization range of the<br />

Russell 2000® Value Index.<br />

The assets of the Portfolio are independently managed by four subadvisers under a multi-manager structure. Pursuant to the multimanager<br />

structure, the Investment Managers of the Portfolio determine and allocate a portion of the Portfolio’s assets to each of the<br />

subadvisers. The allocations will be reviewed by the Investment Managers periodically and may be altered or adjusted by the<br />

Investment Managers without prior notice. Such adjustments will be reflected in the annual update to this prospectus.<br />

Although each subadviser will follow the Portfolio’s policy of investing, under normal circumstances, at least 80% of the Portfolio’s<br />

assets in small capitalization companies, each subadviser expects to utilize different investment strategies to achieve the Portfolio’s<br />

objective of long-term capital growth. The current asset allocations and principal investment strategies for each subadviser are<br />

summarized below:<br />

J.P. Morgan was responsible, as of February 28, 2007, for managing approximately 54% of the Portfolio’s assets. This subadviser<br />

follows a three-step process. First, a rigorous quantitative model is used to evaluate the prospects of each company in the investable<br />

universe and rank each company’s relative attractiveness within its economic sector based on a number of factors including valuation<br />

48


and improving fundamentals. Next, the results of the quantitative model are reviewed and modified based on the fundamental stock<br />

and industry insights of the sector specific research and portfolio management teams. Finally, a disciplined, systematic portfolio<br />

construction process is employed to overweight the stocks that are the most attractive and underweight those stocks that are the least<br />

attractive, based on the rankings from the first two steps, while trying to minimize uncompensated risks relative to the benchmark.<br />

Lee Munder was responsible, as of February 28, 2007, for managing approximately 17% of the Portfolio’s assets. This subadviser<br />

seeks the stocks of companies whose current stock prices do not appear to adequately reflect their underlying value as measured by<br />

assets, earnings, cash flow or business franchises. The subadviser’s research team seeks to identify companies that appear to be<br />

undervalued by various measures, and may be temporarily out of favor, but have good prospects for capital appreciation. In selecting<br />

investments, Lee Munder generally looks to the following: (1) Low price/earnings, price/book value or total capitalization/cash flow<br />

ratios relative to the company’s peers; (2) Low stock price relative to a company’s underlying asset values; (3) A sound balance sheet<br />

and other positive financial characteristics. The subadviser then determines whether there is an emerging catalyst that will focus<br />

investor attention on the underlying assets of the company, such as takeover efforts, a change in management, or a plan to improve<br />

the business through restructuring or other means.<br />

ClearBridge was responsible, as of February 28, 2007, for managing approximately 12% of the Portfolio’s assets. ClearBridge<br />

emphasizes individual security selection while spreading the Portfolio’s investments among industries and sectors. ClearBridge uses<br />

both quantitative and fundamental methods to identify stocks of smaller capitalization companies it believes have a high probability<br />

of outperforming other stocks in the same industry or sector. ClearBridge uses quantitative parameters to select a universe of smaller<br />

capitalized companies that fit the Portfolio’s general investment criteria. In selecting individual securities from within this range, the<br />

subadviser looks for “value” attributes, such as low stock price relative to earnings, book value and cash flow and high return on<br />

invested capital. ClearBridge also uses quantitative methods to identify catalysts and trends that might influence the Portfolio’s<br />

industry or sector focus, or the subadviser’s individual security selection.<br />

Dreman was responsible, as of February 28, 2007, for managing approximately 18% of the Portfolio’s assets. Dreman’s investment<br />

objective is to provide a total return greater than that of the benchmark over time, to protect client capital during market downturns<br />

and to stay consistent in our low price-to-earnings ratio, contrarian value approach to investment management, while taking into<br />

consideration dividend yield. Dreman will seek to attain superior returns by using a contrarian value investment approach Dreman<br />

believes that it can attain superior performance by adhering to an investment strategy that is disciplined and has a demonstrated<br />

record of success. Dreman’s investment strategy emphasizes stocks that offer unique investment values. The criterion used to identify<br />

such stocks include below average price-to-earnings, price-to-book, and/or price-to-cash flow ratios and above average dividend<br />

yields. Over the last 25 years, extensive studies, which date as far back as the 1930s, conducted by David Dreman and affiliates of<br />

Dreman, have led the Dreman to conclude that consistently applying disciplined value strategies yields superior long-term total<br />

returns.<br />

Other Investments:<br />

Although the Portfolio will invest primarily in U.S. common stocks, it may also purchase other types of securities, for example,<br />

preferred stocks, convertible securities, warrants and bonds when considered consistent with the Portfolio’s investment objective and<br />

policies. The Portfolio may purchase preferred stock for capital appreciation where the issuer has omitted, or is in danger of omitting,<br />

payment of the dividend on the stock. Debt securities would be purchased in companies that meet the investment criteria for the<br />

Portfolio.<br />

The Portfolio may invest up to 20% of its total assets in foreign securities, including American Depositary Receipts and securities of<br />

companies in developing countries, and may enter into forward foreign currency exchange contracts (the Portfolio may invest in<br />

foreign cash items in excess of this 20% limit). The Portfolio may enter into stock index or currency futures contracts (or options<br />

thereon) for hedging purposes or to provide an efficient means of regulating the Portfolio’s exposure to the equity markets. The<br />

Portfolio may also write (sell) call and put options and purchase put and call options on securities, financial indices, and currencies.<br />

The Portfolio may invest up to 10% of its total assets in hybrid instruments, which combine the characteristics of futures, options and<br />

securities.<br />

Temporary Investments. Up to 100% of the assets of the Portfolio may be invested temporarily in cash or cash equivalents in<br />

response to extraordinary adverse political, economic or stock market events. Temporary investments may include U.S. or foreign<br />

government obligations, commercial paper, bank obligations, and repurchase agreements. While the Portfolio is in a defensive<br />

position, the opportunity to achieve its investment objective of capital growth will be limited.<br />

AST DeAM Small-Cap Value Portfolio<br />

Investment Objective: to seek maximum growth of investors’ capital from a portfolio primarily of value stocks of smaller<br />

49


companies.<br />

Principal Investment Policies and Risks:<br />

The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in<br />

small capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets.<br />

The Portfolio pursues its investment objective, under normal market conditions, by investing primarily in the equity securities of<br />

small-sized companies included in the Russell 2000® Value Index. Equity securities include common stocks and securities<br />

convertible into or exchangeable for common stocks, including warrants and rights. As noted earlier the subadviser employs an<br />

investment strategy that seeks to maintain a portfolio of equity securities which approximates the market risk of those stocks included<br />

in the Russell 2000® Value Index, but which outperforms the Russell 2000® Value Index through active stock selection. The size of<br />

the companies in the Russell 2000® Value Index will change with market conditions. The targeted tracking error of this Portfolio is<br />

4% with a standard deviation of +/ - 4%. It is possible that the deviation may be higher. For purposes of this Portfolio, the strategy of<br />

attempting to correlate a stock portfolio’s market risk with that of a particular index, in this case the Russell 2000® Value Index, while<br />

improving upon the return of the same index through active stock selection, is called a “managed alpha” strategy.<br />

The subadviser generally takes a bottom-up approach to building the Portfolio, searching for individual companies that demonstrate<br />

the best potential for significant returns. The allocation to industries and capitalization is targeted to be similar to that of the Russell<br />

2000® Value Index. The subadviser considers a number of factors in determining whether to invest in a value stock, including<br />

earnings growth rate, analysts’ estimates of future earnings and industry-relative price multiples. Other factors are net income growth<br />

versus cash flow growth as well as earnings and price momentum. In the selection of investments, long-term capital appreciation will<br />

take precedence over short range market fluctuations. However, the Portfolio may occasionally make investments for short-term<br />

capital appreciation.<br />

Like all common stocks, the market values of the common stocks held by the Portfolio can fluctuate significantly, reflecting the<br />

business performance of the issuing company, investor perception or general economic or financial market movements. Because of<br />

the Portfolio’s focus on the stocks of small-cap companies, investment in the Portfolio may involve substantially greater than average<br />

share price fluctuation and investment risk. While value investing historically has involved less risk than investing in growth<br />

companies, investing in value stocks carries the risk that the market will not recognize the stock’s intrinsic value for a long time or<br />

that a stock judged to be undervalued may actually be appropriately priced. While the Portfolio attempts to outperform the Russell<br />

2000® Value Index, the Portfolio also may under-perform the Russell 2000® Value Index over short or extended periods.<br />

In addition, investments in securities of smaller companies are generally considered to offer greater opportunity for appreciation and<br />

to involve greater risk of depreciation than securities of larger companies. Smaller companies often have limited product lines,<br />

markets or financial resources, and they may be dependent upon one or a few key people for management. Because the securities of<br />

small-cap companies are not as broadly traded as those of larger companies, they are often subject to wider and more abrupt<br />

fluctuations in market price. Additional reasons for the greater price fluctuations of these securities include the less certain growth<br />

prospects of smaller firms and the greater sensitivity of small companies to changing economic conditions.<br />

Other Investments:<br />

In addition to investing in common stocks, the Portfolio may also invest to a limited degree in preferred stocks and debt securities<br />

when they are believed by the subadviser to offer opportunities for capital growth. Other types of securities in which the Portfolio<br />

may invest include:<br />

Foreign Securities. The Portfolio may invest in securities of foreign issuers in the form of depositary receipts or that are denominated<br />

in U.S. dollars. Foreign securities in which the Portfolio may invest include any type of security consistent with its investment<br />

objective and policies. The prices of foreign securities may be more volatile than those of domestic securities.<br />

Options, Financial Futures and Other Derivatives. The Portfolio may deal in options on securities and securities indices, which<br />

options may be listed for trading on a national securities exchange or traded over-the-counter. Options transactions may be used to<br />

pursue the Portfolio’s investment objective and also to hedge against currency and market risks, but are not intended for speculation.<br />

The Portfolio may engage in financial futures transactions on commodities exchanges or boards of trade in an attempt to hedge<br />

against market risks.<br />

In addition to options and financial futures, the Portfolio may invest in a broad array of other “derivative” instruments in an effort to<br />

manage investment risk, to increase or decrease exposure to an asset class or benchmark (as a hedge or to enhance return), or to<br />

create an investment position indirectly. The types of derivatives and techniques used by the Portfolio may change over time as new<br />

derivatives and strategies are developed or as regulatory changes occur.<br />

50


Temporary Investments . When a defensive position is deemed advisable because of prevailing market conditions, the Portfolio may<br />

invest without limit in high grade debt securities, commercial paper, U.S. Government securities or cash or cash equivalents,<br />

including repurchase agreements. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of<br />

maximum capital growth will be limited.<br />

AST Goldman Sachs Mid-Cap Growth Portfolio<br />

Investment Objective: to seek long-term growth of capital.<br />

Principal Investment Policies and Risks:<br />

The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in<br />

medium capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets.<br />

The Portfolio pursues its objective by investing primarily in equity securities selected for their growth potential. Equity securities<br />

include common stocks, preferred stocks, warrants and securities convertible into or exchangeable for common or preferred stocks.<br />

For purposes of the Portfolio, as previously noted, medium-sized companies are those whose market capitalizations (measured at the<br />

time of investment) fall within the range of companies in the Russell Midcap® Growth Index. The subadviser generally takes a<br />

“bottom up” approach to choosing investments for the Portfolio. In other words, the subadviser seeks to identify individual<br />

companies with earnings growth potential that may not be recognized by the market at large. The subadviser makes this assessment<br />

by looking at companies one at a time, regardless of size, country of organization, place of principal business activity, or other similar<br />

selection criteria. Because the Portfolio may invest substantially all of its assets in equity securities, the main risk of investing in the<br />

Portfolio is that the value of the equity securities it holds might decrease. Stock values may fluctuate in response to the activities of an<br />

individual company or in response to general market or economic conditions. As a fund that invests primarily in mid-cap companies,<br />

the Portfolio’s risk and share price fluctuation can be expected to be more than that of many funds investing primarily in large-cap<br />

companies, but less than that of many funds investing primarily in small-cap companies. In general, the smaller the company, the<br />

more likely it is to suffer significant losses as well as to realize substantial growth. Smaller companies may lack depth of<br />

management, they may be unable to generate funds necessary for growth or potential development, or they may be developing or<br />

marketing products or services for which there are not yet, and may never be, established markets. In addition, such companies may<br />

be subject to intense competition from larger companies, and may have more limited trading markets than the markets for securities<br />

of larger issuers.<br />

The Portfolio generally intends to purchase securities for long-term investment rather than short-term gains. However, short-term<br />

transactions may occur as the result of liquidity needs, securities having reached a desired price or yield, anticipated changes in<br />

interest rates or the credit standing of an issuer, or by reason of economic or other developments not foreseen at the time the<br />

investment was made. To a limited extent, the Portfolio may purchase securities in anticipation of relatively short-term price gains.<br />

The Portfolio may also sell one security and simultaneously purchase the same or a comparable security to take advantage of shortterm<br />

differentials in bond yields or securities prices.<br />

Special Situations. The Portfolio may invest in “special situations.” A “special situation” arises when, in the opinion of the subadviser,<br />

the securities of a particular company will be recognized and appreciate in value due to a specific development, such as a<br />

technological breakthrough, management change or new product at that company. Investment in “special situations” carries an<br />

additional risk of loss in the event that the anticipated development does not occur or does not attract the expected attention.<br />

Other Investments:<br />

Although the subadviser expects to invest primarily in domestic and foreign equity securities, the Portfolio may also invest to a lesser<br />

degree in other types of securities, such as debt securities. Debt securities may include bonds rated below investment grade (“junk”<br />

bonds), mortgage and-asset backed securities and zero coupon, pay-in-kind and step coupon securities.<br />

The Portfolio may make short sales “against the box.” In addition, the Portfolio may invest in the following types of securities and<br />

engage in the following investment techniques:<br />

Index/Structured Securities. The Portfolio may invest in indexed/structured securities, which typically are short- to intermediate-term<br />

debt securities whose value at maturity or interest rate is linked to currencies, interest rates, equity securities, indices, commodity<br />

prices or other financial indicators. Such securities may be positively or negatively indexed (i.e., their value increase or decrease if<br />

the reference index or instrument appreciates).<br />

Foreign Securities. The Portfolio may invest up to 25% of its net assets in foreign securities denominated in foreign currencies and not<br />

publicly traded in the United States. The Portfolio may invest directly in foreign securities denominated in a foreign currency, or may<br />

51


invest through depositary receipts or passive foreign investment companies. Generally, the same criteria are used to select foreign<br />

securities as domestic securities. Foreign securities are generally selected on a stock-by-stock basis without regard to any defined<br />

allocation among countries or geographic regions. However, certain factors such as expected levels of inflation, government policies<br />

influencing business conditions, the outlook for currency relationships, and prospects for economic growth among countries, regions<br />

or geographic areas may warrant greater consideration in selecting foreign securities. For more information on foreign securities and<br />

their risks, see this Prospectus under “Principal Risks.”<br />

Futures, Options and Other Derivative Instruments. The Portfolio may enter into futures contracts on securities, financial indices and<br />

foreign currencies and options on such contracts and may invest in options on securities, financial indices and foreign currencies,<br />

forward contracts and interest rate swaps and swap-related products (collectively “derivative instruments”). The Portfolio may use<br />

derivative instruments to hedge or protect its portfolio from adverse movements in securities prices, currency exchange rates, and<br />

interest rates. To a limited extent, the Portfolio may also use derivative instruments for non-hedging purposes such as seeking to<br />

enhance return.<br />

Temporary Investments. When the subadviser believes that market conditions are unfavorable for profitable investing, or when the<br />

subadviser is otherwise unable to locate attractive investment opportunities, the Portfolio’s cash or similar investments may increase.<br />

In other words, the Portfolio does not always stay fully invested in stocks. Even when the Portfolio is essentially fully invested, some<br />

residual amount of Portfolio assets may remain in cash and similar investments. These investments may include commercial paper,<br />

certificates of deposit, repurchase agreements, short-term debt obligations, and money market funds (including funds managed by the<br />

subadviser). When the Portfolio’s investments in cash or similar investments increase, the opportunity to achieve its investment<br />

objective of long-term growth of capital may be limited.<br />

AST Neuberger Berman Mid-Cap Growth Portfolio<br />

Investment Objective: to seek capital growth.<br />

Principal Investment Policies and Risks:<br />

The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in<br />

common stocks of mid-capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets.<br />

Generally, as noted earlier, companies with equity market capitalizations that fall within the range of the Russell Midcap® Growth<br />

Index at the time of investment are considered mid-cap companies for purposes of the Portfolio. The Portfolio seeks to reduce risk by<br />

diversifying among many companies, industries and sectors.<br />

The subadviser employs a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative<br />

analysis, the subadviser looks for fast-growing companies with above average sales and competitive returns on equity relative to their<br />

peers. In doing so, the subadviser analyzes such factors as: financial condition (such as debt to equity ratio); market share and<br />

competitive leadership of the company’s products; earnings growth relative to competitors; and market valuation in comparison to a<br />

stock’s own historical norms and the stocks of other mid-cap companies.<br />

The subadviser follows a disciplined selling strategy, and may sell a stock when it fails to perform as expected, or when other<br />

opportunities appear more attractive. As with any fund investing primarily in equity securities, the Portfolio is subject to the risk that<br />

the value of the equity securities in the Portfolio will decline.<br />

As a fund that invests primarily in mid-cap companies, the Portfolio’s risk and share price fluctuation can be expected to be more<br />

than that of many funds investing primarily in large-cap companies, but less than that of many funds investing primarily in small-cap<br />

companies. Mid-cap stocks may fluctuate more widely in price than the market as a whole, may underperform other types of stocks<br />

when the market or the economy is not robust, or fall in price or be difficult to sell during market downturns. In addition, the<br />

Portfolio’s growth investment program will generally involve greater risk and price fluctuation than funds that invest in more<br />

undervalued securities. Because the prices of growth stocks tend to be based largely on future expectations, these stocks historically<br />

have been more sensitive than value stocks to bad economic news and negative earnings surprises.<br />

Other Investments:<br />

Although equity securities are normally the Portfolio’s primary investments, it may invest in preferred stocks and convertible<br />

securities, as well as the types of securities described below.<br />

Fixed Income Securities. The Portfolio may also invest in investment grade fixed income or debt securities. If the quality of any fixed<br />

income securities held by the Portfolio deteriorates so that they are no longer investment grade, the Portfolio will sell such securities<br />

52


in an orderly manner so that its holdings of such securities do not exceed 5% of its net assets.<br />

Foreign Securities. The Portfolio may invest up to 10% of the value of its total assets, measured at the time of investment, in equity<br />

and debt securities that are denominated in foreign currencies. There is no limitation on the percentage of the Portfolio’s assets that<br />

may be invested in securities of foreign companies that are denominated in U.S. dollars. In addition, the Portfolio may enter into<br />

foreign currency transactions, including forward foreign currency contracts and options on foreign currencies, to manage currency<br />

risks, to facilitate transactions in foreign securities, and to repatriate dividend or interest income received in foreign currencies.<br />

Covered Call Options. The Portfolio may try to reduce the risk of securities price or exchange rate changes (hedge) or generate<br />

income by writing (selling) covered call options against securities held in its portfolio, and may purchase call options in related<br />

closing transactions.<br />

Real Estate Investment Trusts (REITs). The Portfolio may invest in REITs. REITs are pooled investment vehicles which invest primarily<br />

in real estate or real estate loans.<br />

Temporary Investments. When the Portfolio anticipates unusual market or other conditions, it may temporarily depart from its<br />

objective of capital growth and invest substantially in high-quality short-term investments. This could help the Portfolio avoid losses<br />

but may mean lost opportunities.<br />

AST MFS Growth Portfolio<br />

Investment Objective: to seek long-term growth of capital and future, rather than current, income.<br />

Principal Investment Policies and Risks:<br />

The Portfolio invests, under normal market conditions, at least 80% of its net assets in common stocks and related securities, such as<br />

preferred stocks, convertible securities and depositary receipts, of companies that the subadviser believes offer better than average<br />

prospects for long-term growth.<br />

The subadviser focuses on investing the portfolio’s assets in the stock of companies it believes to have above average earnings growth<br />

potential compared to other companies (growth companies). Growth companies tend to have stock prices that are high relative to<br />

their earnings, dividends, book value, or other financial measures.<br />

While the subadviser may invest the Portfolio’s assets in companies of any size, the Portfolio generally focuses on companies with<br />

large capitalizations.<br />

The subadviser uses a bottom-up investment approach in buying and selling investments for the Portfolio. Investments are selected<br />

primarily based on fundamental analysis of issuers and their potential in light of their current financial condition and industry<br />

position, and market, economic, political, and regulatory conditions. Factors considered may include analysis of earnings, cash<br />

flows, competitive position, and management ability. Quantitative analysis of these and other factors may also be considered.<br />

The Portfolio may invest up to 35% of its net assets in foreign securities.<br />

As with any fund investing primarily in common stocks, the value of the securities held by the Portfolio may decline in value, either<br />

because of changing economic, political or market conditions or because of the economic condition of the company that issued the<br />

security. These declines may be substantial. In addition, the prices of the growth company stocks in which the Portfolio invests may<br />

fluctuate to a greater extent than other equity securities due to changing market conditions or disappointing earnings results. The<br />

Portfolio may invest in foreign companies, including companies located in developing countries, and it therefore will be subject to<br />

risks relating to political, social and economic conditions abroad, risks resulting from differing regulatory standards in non-U.S.<br />

markets, and fluctuations in currency exchange rates.<br />

Other Investments:<br />

Although the Portfolio will invest primarily in common stocks and related securities, the Portfolio may also invest in variable and<br />

floating rate debt securities. The Portfolio may purchase and sell futures contracts and related options on securities indices, foreign<br />

currencies and interest rates for hedging and non-hedging purposes. The Portfolio may also enter into forward contracts for the<br />

purchase or sale of foreign currencies for hedging and non-hedging purposes. The Portfolio may purchase and write (sell) options on<br />

securities, stock indices and foreign currencies.<br />

Temporary Investments. The Portfolio may depart from its principal investment strategy by temporarily investing for defensive<br />

53


purposes when adverse market, economic or political conditions exist. When investing for defensive purposes, the Portfolio may hold<br />

cash or invest in cash equivalents, such as short-term U.S. government securities, commercial paper and bank instruments. While the<br />

Portfolio is in a defensive position, the opportunity to achieve its investment objective will be limited.<br />

AST Marsico Capital Growth Portfolio<br />

Investment Objective: to seek capital growth. Income is not an investment objective and any income realized on the Portfolio’s<br />

investments, therefore, will be incidental to the Portfolio’s objective.<br />

Principal Investment Policies and Risks:<br />

The Portfolio invests primarily in the common stocks of large companies that are selected for their growth potential. Large companies<br />

are defined as those companies within the market capitalization range of the Russell 1000® Growth Index. The Portfolio will<br />

normally hold a core position of between 35 and 50 common stocks. The Portfolio may hold a limited number of additional common<br />

stocks at times when the portfolio manager is accumulating new positions, phasing out and replacing existing positions, or<br />

responding to exceptional market conditions.<br />

In selecting investments for the Portfolio , Marsico uses an approach that combines “top-down” macroeconomic analysis with<br />

“bottom-up” stock selection.<br />

The “top-down” approach may take into consideration macro-economic factors such as, without limitation, interest rates, inflation,<br />

demographics, the regulatory environment, and the global competitive landscape. In addition, Marsico may also examine other<br />

factors that may include, without limitation, the most attractive global investment opportunities, industry consolidation, and the<br />

sustainability of financial trends observed. As a result of the “top-down” analysis, Marsico seeks to identify sectors, industries and<br />

companies that may benefit from the overall trends Marsico has observed.<br />

Marsico then looks for individual companies or securities with earnings growth potential that may not be recognized by the market at<br />

large. In determining whether a particular company or security may be a suitable investment, Marsico may focus on any of a number<br />

of different attributes that may include, without limitation, the company’s specific market expertise or dominance; its franchise<br />

durability and pricing power; solid fundamentals (e.g., a strong balance sheet, improving returns on equity, the ability to generate free<br />

cash flow, apparent use of conservative accounting standards, and transparent financial disclosure); strong and ethical management;<br />

commitment to shareholder interests; reasonable valuations in the context of projected growth rates; and other indications that a<br />

company or security may be an attractive investment prospect. This process is called “bottom-up” stock selection.<br />

As part of this fundamental, “bottom-up” research, Marsico may visit with various levels of a company’s management, as well as with<br />

its customers and (as relevant) suppliers, distributors, and competitors. Marsico also may prepare detailed earnings and cash flow<br />

models of companies. These models may assist Marsico in projecting potential earnings growth and other important company<br />

financial characteristics under different scenarios. Each model is typically customized to follow a particular company and is generally<br />

intended to replicate and describe a company’s past, present and potential future performance. The models may include quantitative<br />

information and detailed narratives that reflect updated interpretations of corporate data and company and industry developments.<br />

Marsico may reduce or sell a Fund’s investments in portfolio companies if, in the opinion of Marsico, a company’s fundamentals<br />

change substantially, its stock price appreciates excessively in relation to fundamental earnings growth prospects, the company<br />

appears not to realize its growth potential, or there are more attractive investment opportunities elsewhere.<br />

The Portfolio’s core investments generally are comprised of established companies and securities that exhibit growth characteristics.<br />

However, the portfolio also may typically include companies with more aggressive growth characteristics, and companies<br />

undergoing significant changes: e.g., the introduction of a new product line, the appointment of a new management team or an<br />

acquisition.<br />

The primary risk associated with investment in the Portfolio will be the risk that the equity securities held by the Portfolio will decline<br />

in value. The risk of the Portfolio is expected to be commensurate with that of other funds using a growth strategy to invest in the<br />

stocks of large and medium-sized companies.<br />

Although it is the general policy of the Portfolio to purchase and hold securities for capital growth, changes in the Portfolio will be<br />

made as the subadviser deems advisable. For example, portfolio changes may result from liquidity needs, securities having reached a<br />

desired price, or by reason of developments not foreseen at the time of the investment was made.<br />

Special Situations. The Portfolio may invest in “special situations” from time to time. A “special situation” arises when, in the opinion<br />

of the subadviser, the securities of a particular company will be recognized and increase in value due to a specific development,<br />

54


such as a technological breakthrough, management change or new product at that company. Investment in “special situations”<br />

carries an additional risk of loss in the event that the anticipated development does not occur or does not attract the expected<br />

attention.<br />

Other Investments:<br />

The Portfolio may also invest to a lesser degree in preferred stocks, convertible securities, warrants, and debt securities when the<br />

Portfolio perceives an opportunity for capital growth from such securities. The Portfolio may invest up to 10% of its total assets in debt<br />

securities, which may include corporate bonds and debentures and government securities.<br />

The Portfolio may also purchase securities of foreign issuers including foreign equity and debt securities and depositary receipts . The<br />

foreign securities may include companies located in developing countries. Foreign securities are selected primarily on a stock-bystock<br />

basis without regard to any defined allocation among countries or geographic regions. The Portfolio may also use a variety of<br />

currency hedging techniques, including forward currency contracts, to manage exchange rate risk with respect to investments<br />

exposed to foreign currency fluctuations.<br />

Index/Structured Securities. The Portfolio may invest without limit in index/structured securities, which are debt securities whose<br />

value at maturity or interest rate is linked to currencies, interest rates, equity securities, indices, commodity prices or other financial<br />

indicators. Such securities may be positively or negatively indexed ( i.e. , their value may increase or decrease if the reference index<br />

or instrument appreciates). Index/structured securities may have return characteristics similar to direct investments in the underlying<br />

instruments, but may be more volatile than the underlying instruments. The Portfolio bears the market risk of an investment in the<br />

underlying instruments, as well as the credit risk of the issuer of the index/structured security.<br />

Futures, Options and Other Derivative Instruments. The Portfolio may purchase and write (sell) options on securities, financial<br />

indices, and foreign currencies, and may invest in futures contracts on securities, financial indices, and foreign currencies, options on<br />

futures contracts, forward contracts and swaps and swap-related products. These instruments will be used primarily to hedge the<br />

Portfolio’s positions against potential adverse movements in securities prices, foreign currency markets or interest rates. To a limited<br />

extent, the Portfolio may also use derivative instruments for non-hedging purposes such as increasing the Portfolio’s income or<br />

otherwise enhancing return.<br />

Temporary Investments. Although the subadviser expects to invest primarily in equity securities, the subadviser may increase the<br />

Portfolio’s cash position without limitation when the subadviser believes that appropriate investment opportunities for capital growth<br />

with desirable risk/reward characteristics are unavailable. Cash and similar investments (whether made for defensive purposes or to<br />

receive a return on idle cash) will include high-grade commercial paper, certificates of deposit, discount notes and repurchase<br />

agreements. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of capital growth will<br />

be limited.<br />

AST DeAM Large-Cap Value Portfolio<br />

Investment Objective: to seek maximum growth of capital by investing primarily in the value stocks of larger companies.<br />

Principal Risks and Investment Policies:<br />

The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in<br />

securities issued by large capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its<br />

assets.<br />

The Portfolio pursues its investment objective, under normal market conditions, by investing primarily in the equity securities of<br />

large-sized companies included in the Russell 1000® Value Index. Equity securities include common stocks and securities<br />

convertible into or exchangeable for common stocks, including warrants and rights. As noted earlier the subadviser employs an<br />

investment strategy that seeks to maintain a portfolio of equity securities which approximates the market risk of those stocks included<br />

in the Russell 1000® Value Index, but which outperforms the Russell 1000® Value Index through active stock selection. The size of<br />

the companies in the Russell 1000® Value Index will change with market conditions. The targeted tracking error of this Portfolio is<br />

4% with a normal deviation of + 1%. It is possible that the deviation may be higher. For purposes of this Portfolio, the strategy of<br />

attempting to correlate a stock portfolio’s market risk with that of a particular index, in this case the Russell 1000® Value Index, while<br />

improving upon the return of the same index through active stock selection, is called a “managed alpha” strategy.<br />

The subadviser generally takes a bottom-up approach to building the Portfolio, searching for individual companies that demonstrate<br />

the best potential for significant returns. The allocation to industries and capitalization is targeted to be similar to that of the Russell<br />

1000® Value Index. The subadviser considers a number of factors in determining whether to invest in a value stock, including<br />

55


earnings growth rate, analysts’ estimates of future earnings and industry-relative price multiples. Other factors are net income growth<br />

versus cash flow growth as well as earnings and price momentum. In the selection of investments, long-term capital appreciation will<br />

take precedence over short range market fluctuations. However, the Portfolio may occasionally make investments for short-term<br />

capital appreciation.<br />

Like all common stocks, the market values of the common stocks held by the Portfolio can fluctuate significantly, reflecting the<br />

business performance of the issuing company, investor perception or general economic or financial market movements. The<br />

Portfolio’s focus on the stocks of large, more established companies may mean that its level of risk is lower than a portfolio investing<br />

primarily in smaller companies. While value investing historically has involved less risk than investing in growth companies,<br />

investing in value stocks carries the risk that the market will not recognize the stock’s intrinsic value for a long time or that a stock<br />

judged to be undervalued may actually be appropriately priced. While the Portfolio attempts to outperform the Russell 1000® Value<br />

Index, the Portfolio also may under-perform the Russell 1000® Value Index over short or extended periods.<br />

Other Investments:<br />

In addition to investing in common stocks, the Portfolio may also invest to a limited degree in preferred stocks and debt securities<br />

when they are believed by the subadviser to offer opportunities for capital growth. Other types of securities in which the Portfolio<br />

may invest include:<br />

Foreign Securities. The Portfolio may invest in securities of foreign issuers in the form of depositary receipts or that are denominated<br />

in U.S. dollars. Foreign securities in which the Portfolio may invest include any type of security consistent with its investment<br />

objective and policies. The prices of foreign securities may be more volatile than those of domestic securities.<br />

Futures, Options, and Other Derivative Instruments. The Portfolio may purchase and write put and call options on securities and<br />

securities indices, which options may be listed for trading on a national securities exchange or traded over-the-counter. Options<br />

transactions may be used to pursue the Portfolio’s investment objective and also to hedge against currency and market risks, but are<br />

not intended for speculation. The Portfolio may engage in financial futures transactions on commodities exchanges or boards of trade<br />

in an attempt to hedge against market risks.<br />

In addition to options and financial futures, the Portfolio may invest in a broad array of other “derivative” instruments in an effort to<br />

manage investment risk, to increase or decrease exposure to an asset class or benchmark (as a hedge or to enhance return), or to<br />

create an investment position indirectly. The types of derivatives and techniques used by the Portfolio may change over time as new<br />

derivatives and strategies are developed or as regulatory changes occur.<br />

Temporary Investments. When a defensive position is deemed advisable because of prevailing market conditions, the Portfolio may<br />

invest without limit in high grade debt securities, commercial paper, U.S. Government securities or cash or cash equivalents,<br />

including repurchase agreements. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of<br />

maximum capital growth will be limited.<br />

AST Cohen & Steers Realty Portfolio<br />

Investment Objective: to maximize total return through investment in real estate securities.<br />

Principal Investment Policies and Risks:<br />

The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in<br />

securities of real estate related issuers. The Portfolio pursues its investment objective of maximizing total return by seeking, with<br />

approximately equal emphasis, capital growth and current income.<br />

Generally, the equity securities of real estate related issuers will consist of:<br />

· common stocks (including shares in real estate investment trusts),<br />

· rights or warrants to purchase common stocks,<br />

· securities convertible into common stocks where the conversion feature represents, in the subadviser’s view, a significant element of<br />

the securities’ value, and<br />

· preferred stocks.<br />

Real estate related issuers include companies that derive at least 50% of revenues from the ownership, construction, financing,<br />

management or sale of real estate or that have at least 50% of assets in real estate. The Portfolio may invest up to 10% of its total<br />

assets in securities of foreign real estate companies.<br />

56


Real estate companies may include real estate investment trusts (“REITs”). REITs pool investors’ funds for investment primarily in<br />

income producing real estate or real estate related loans or interests. REITs can generally be classified as Equity REITs, Mortgage<br />

REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets directly in real property, derive their income primarily<br />

from rents. Equity REITs can also realize capital gains or losses by selling properties. Mortgage REITs, which invest the majority of<br />

their assets in real estate mortgages, derive their income primarily from interest payments. Hybrid REITs combine the characteristics<br />

of both Equity REITs and Mortgage REITs.<br />

As a fund that invests primarily in equity securities, the Portfolio will be subject to many of the same risks as other equity funds. The<br />

Portfolio also will be subject to certain risks related specifically to real estate securities, and may be subject to greater risk and share<br />

price fluctuation than other equity funds because of the concentration of its investments in a single industry.<br />

While the Portfolio will not invest in real estate directly, securities of real estate companies may be subject to risks similar to those<br />

associated with the direct ownership of real estate. These include risks related to general and local economic conditions, dependence<br />

on management skill, heavy cash flow dependency, possible lack of available mortgage funds, overbuilding, extended vacancies of<br />

properties, increases in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from<br />

environmental problems, casualty or condemnation losses, limitations on rents, and changes in neighborhood values, the appeal of<br />

properties to tenants and interest rates.<br />

In general, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage<br />

REITs may be affected by the quality of any credit extended. In the event of a default by a borrower or lessee, a REIT may experience<br />

delays and may incur substantial costs in enforcing its rights as a mortgagee or lessor.<br />

Non-Diversified Status. The Portfolio is classified as a “non-diversified” investment company under the 1940 Act, which means the<br />

Portfolio is not limited by the Investment Company Act of 1940 in the proportion of its assets that may be invested in the securities of<br />

a single issuer. However, the Portfolio intends to meet certain diversification standards under the Internal Revenue Code that must be<br />

met to relieve the Portfolio of liability for Federal income tax if its earnings are distributed to shareholders. As a non-diversified fund,<br />

a price decline in any one of the Portfolio’s holdings may have a greater effect on the Portfolio’s value than on the value of a fund that<br />

is more broadly diversified.<br />

Other Investments: The Portfolio may write (sell) put and covered call options and purchase put and call options on securities or<br />

stock indices that are listed on a national securities or commodities exchange. The Portfolio may buy and sell financial futures<br />

contracts, stock and bond index futures contracts, foreign currency futures contracts and options on the foregoing. The Portfolio may<br />

enter into forward foreign currency exchange contracts in connection with its investments in foreign securities. The Portfolio may also<br />

enter into short sales, which are transactions in which the Portfolio sells a security it does not own at the time of the sale in<br />

anticipation that the market price of the security will decline. The subadviser expects that the Portfolio will use these techniques on a<br />

relatively infrequent basis.<br />

Temporary Investments. When the subadviser believes that market or general economic conditions justify a temporary defensive<br />

position, the Portfolio will invest all or a portion of its assets in high-grade debt securities, including corporate debt securities, U.S.<br />

government securities, and short-term money market instruments, without regard to whether the issuer is a real estate company.<br />

While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of maximum total return will be<br />

limited. The Portfolio may also invest funds awaiting investment or funds held to satisfy redemption requests or to pay dividends and<br />

other distributions to shareholders in short-term money market instruments.<br />

AST T. Rowe Price Natural Resources Portfolio<br />

Investment Objective: to seek long-term capital growth primarily through the investment in common stocks of companies that own<br />

or develop natural resources (such as energy products, precious metals, and forest products) and other basic commodities.<br />

Principal Investment Policies and Risks:<br />

The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in the<br />

securities of natural resource companies. The 80% investment requirement applies at the time the Portfolio invests its assets.<br />

The Portfolio invests primarily in the common stocks of natural resource companies whose earnings and tangible assets could benefit<br />

from accelerating inflation. The Portfolio also may invest in non-resource companies with the potential for growth. The relative<br />

percentages invested in natural resource and non-resource companies can vary depending on economic and monetary conditions<br />

and the subadviser’s outlook for inflation. When selecting stocks, the subadviser looks for companies that have the ability to expand<br />

production, to maintain superior exploration programs and production facilities, and the potential to accumulate new resources.<br />

57


Natural resource companies in which the Portfolio invests generally own, develop, refine, service or transport resources, including<br />

energy sources, precious metals, nonferrous metals, forest products, real estate, diversified resources and other basic commodities<br />

that can be produced and marketed profitably when both labor costs and prices are rising.<br />

The Portfolio may sell securities for a variety of reasons, such as to secure gains, limit losses or re-deploy assets into more promising<br />

opportunities.<br />

As with all stock funds, the Portfolio’s share price can fall because of weakness in one or more securities markets, particular<br />

industries or specific holdings. In addition, the Portfolio is less diversified than most stock funds and could therefore experience sharp<br />

price declines when conditions are unfavorable in the natural resources sector. For instance, since the Portfolio attempts to invest in<br />

companies that may benefit from accelerating inflation, low inflation could lessen returns. The rate of earnings growth of natural<br />

resource companies may be irregular because these companies are strongly affected by natural forces, global economic cycles and<br />

international politics. For example, stock prices of energy companies can fall sharply when oil prices fall. Real estate companies are<br />

influenced by interest rates and other factors.<br />

Other Investments:<br />

Although the Portfolio will invest primarily in U.S. common stocks, it may also purchase other types of securities, for example,<br />

preferred stocks, convertible securities and warrants, when considered consistent with the Portfolio’s investment objective and<br />

policies. The Portfolio may purchase preferred stock or common stock for capital appreciation where the issuer has omitted, or is in<br />

danger of omitting, payment of the dividend on the stock, or is in default on its debt securities. The Portfolio may invest in debt<br />

securities, including up to 10% of its total assets in debt securities rated below investment grade. The Portfolio may invest in<br />

mortgage-backed securities, including stripped mortgage-backed securities. The Portfolio may invest up to 10% of its total assets in<br />

hybrid instruments, which combine the characteristics of futures, options and securities.<br />

Foreign Securities. The Portfolio may invest up to 50% of its total assets in foreign securities, including American Depositary Receipts<br />

and securities of companies in developing countries, which offer increasing opportunities for natural resource-related growth. The<br />

Portfolio may enter into forward foreign currency exchange contracts in connection with its foreign investments. The Portfolio’s<br />

investments in foreign securities, or even in U.S. companies with significant overseas investments, may decline in value because of<br />

declining foreign currencies or adverse political and economic events overseas, although currency risk may be somewhat reduced<br />

because many commodities markets are dollar based.<br />

Futures and Options. The Portfolio may enter into stock index or currency futures contracts (or options thereon) for hedging purposes<br />

or to provide an efficient means of regulating the Portfolio’s exposure to the equity markets. The Portfolio may write covered call<br />

options and purchase put and call options on foreign currencies, securities, and stock indices.<br />

Temporary Investments. The Portfolio may establish and maintain cash reserves without limitation for temporary defensive purposes.<br />

The Portfolio’s reserves may be invested in high-quality domestic and foreign money market instruments, including repurchase<br />

agreements and money market mutual funds managed by the subadviser. Cash reserves also provide flexibility in meeting<br />

redemptions and paying expenses. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective<br />

of long-term capital growth may be limited.<br />

AST UBS Dynamic Alpha Portfolio (formerly, AST Global Allocation Portfolio)<br />

Investment Objective: to seek to maximize total return.<br />

Principal Investment Policies and Risks:<br />

Asset Allocation and Risk Management. The Dynamic Alpha Portfolio will attempt to generate positive returns and manage risk<br />

through sophisticated asset allocation and currency management techniques. These decisions are integrated with analysis of global<br />

market and economic conditions.<br />

The Dynamic Alpha Portfolio will be a multi asset-class fund. The asset classes in which the Dynamic Alpha Portfolio may invest<br />

include, but are not limited to, the following: U.S. equity, non-U.S. equity, emerging market equity, U.S. fixed-income, non-U.S.<br />

fixed-income, emerging market debt, U.S. high-yield or “junk bond” fixed-income, and cash equivalents, including global<br />

currencies. The Dynamic Alpha Portfolio may invest in issuers located within and outside the United States or in investment<br />

companies advised by UBS or its affiliates to gain exposure to these asset classes. The Dynamic Alpha Portfolio will not pay<br />

investment management fees or other fund expenses in connection with its investment in the investment companies advised by UBS<br />

or an affiliate, but may pay expenses associated with such investments. Asset allocation decisions are tactical, based upon UBS’<br />

58


assessment of valuations and prevailing market conditions in the U.S. and abroad. Investments also may be made in selected sectors<br />

of these asset classes.<br />

The Dynamic Alpha Portfolio may, but is not required to, use derivative instruments for risk management purposes or as part of the<br />

Portfolio’s investment strategies. Generally, derivatives are financial contracts whose value depends upon, or is derived from, the<br />

value of an underlying asset, reference rate, or index, and may relate to stocks, bonds, interest rates, currencies, or currency<br />

exchange rates, and related indexes. Examples of derivatives include options, futures, forward agreements, swap agreements<br />

(including, but not limited to, interest rate and credit default swaps), and credit-linked securities. The Dynamic Alpha Portfolio may<br />

use derivatives to earn income and enhance returns, to manage or adjust the risk profile of the Portfolio, to replace more traditional<br />

direct investments, or to obtain exposure to certain markets. In addition, the Dynamic Alpha Portfolio may establish net short or net<br />

long positions for individual markets, currencies and securities. The Portfolio also may borrow money to purchase investments for the<br />

Portfolio and for temporary or emergency purposes, including for meeting redemptions, for the payment of dividends, for share<br />

repurchases, or for the clearance of transactions.<br />

As an open-end investment company registered with the Securities and Exchange Commission (the SEC), the Portfolio is subject to<br />

the federal securities laws, including the Investment Company Act of 1940, related rules, and various SEC and SEC staff positions. In<br />

accordance with these positions, with respect to certain kinds of Derivatives, the Portfolio must “set aside” (referred to sometimes as<br />

“asset segregation”) liquid assets, or engage in other SEC- or staff-approved measures, while the Derivatives contracts are open. For<br />

example, with respect to forwards and futures contracts that are not contractually required to “cash-settle,” the Portfolio must cover<br />

its open positions by setting aside liquid assets equal to the contracts’ full, notional value. With respect to forwards and futures that<br />

are contractually required to “cash-settle,” however, the Portfolio is permitted to set aside liquid assets in an amount equal to the<br />

Portfolio’s daily marked-to-market (net) obligations, if any (i.e., the Portfolio’s daily net liability, if any), rather than the notional value.<br />

By setting aside assets equal to only its net obligations under cash-settled forward and futures contracts, the Portfolio will have the<br />

ability to employ leverage to a greater extent than if the Portfolio were required to segregate assets equal to the full notional value of<br />

such contracts. The use of leverage involves certain risks. See “Risk/Return Summary-Principal Risks” below for more information. The<br />

Trust reserves the right to modify the Portfolio’s asset segregation policies in the future to comply with any changes in the positions<br />

articulated from time to time by the SEC and its staff.<br />

The Dynamic Alpha Portfolio’s risk will be carefully monitored with consideration given to the risk generated by individual positions,<br />

sector, country, and currency views. UBS will employ proprietary risk management systems and models that seek to ensure the<br />

Dynamic Alpha Portfolio is compensated for the level of risk it assumes at both the security and market levels.<br />

Equity Investments. Investments in equity securities may include common stock and preferred stock of issuers in developed nations<br />

(including the U.S.) and emerging markets. Equity investments may include large, intermediate, and small capitalization companies.<br />

Within the equity portion of the Dynamic Alpha Portfolio, UBS will primarily use value-oriented strategies but also may use growthoriented<br />

strategies from time to time. When using value-oriented equity strategies, UBS seeks to select securities whose fundamental<br />

values it believes are greater than their market prices. In this context, the fundamental value of a given security is the UBS’<br />

assessment of what a security is worth. UBS bases its estimates of value upon economic, industry and company analysis, as well as<br />

upon a company’s management team, competitive advantage and core competencies. UBS then compares its assessment of a<br />

security’s value against the prevailing market prices, with the aim of constructing a portfolio of stocks with attractive relative price/<br />

value characteristics. For each equity security under analysis, the fundamental value estimate is compared to the company’s current<br />

market price to ascertain whether a valuation anomaly exists. A stock with a market price below (above) the estimated intrinsic or<br />

fundamental value would be considered a long (short) candidate for inclusion in the Dynamic Alpha Portfolio. This comparison<br />

between price and intrinsic or fundamental value allows comparisons across industries and countries. Under certain circumstances,<br />

UBS may use growth-oriented strategies within its US equity asset class for a portion of the allocation; but only after subjecting such<br />

strategies to a rigorous due diligence process to judge their suitability for the Dynamic Alpha Portfolio. To invest in growth equities,<br />

UBS will seek to invest in companies that possess a dominant market position and franchise, a major technological edge or a unique<br />

competitive advantage, in part by using a proprietary quantitative screening system that ranks stocks using a series of growth,<br />

valuation and momentum metrics.<br />

Fixed-Income Investments. Investments in fixed-income securities may include debt securities of governments throughout the world<br />

(including the U.S.), their agencies and instrumentalities, debt securities of corporations and supranationals, inflation protected<br />

securities, convertible bonds, mortgage-backed securities, asset-backed securities, equipment trusts and other collateralized debt<br />

securities. Investments in fixed-income securities may include issuers in both developed (including the U.S.) and emerging markets.<br />

In selecting fixed-income securities, UBS uses an internally developed valuation model that quantifies return expectations for all<br />

major bond markets, domestic and foreign. The UBS model employs a qualitative credit review process that assesses the ways in<br />

which macroeconomic forces (such as inflation, risk premiums and interest rates) may affect industry trends. Against the output of this<br />

model, UBS considers the viability of specific debt securities compared to certain qualitative factors, such as management strength,<br />

market position, competitive environment and financial flexibility, as well as certain quantitative factors, such as historical operating<br />

59


esults, calculation of credit ratios, and expected future outlook. The Dynamic Alpha Portfolio’s fixed income investments may reflect<br />

a broad range of investment maturities, qualities and sectors, including convertible debt securities and debt securities rated below<br />

investment grade. These lower-rated fixed-income securities are often referred to as “high-yield securities” or “junk bonds”. UBS’<br />

fixed-income strategy combines judgments about the absolute value of the fixed income universe and the relative value of issuer<br />

sectors, maturity intervals, duration of securities, quality and coupon segments and specific circumstances facing the issuers of fixed<br />

income securities. Duration measures a fixed income security’s price sensitivity to interest rates by indicating the approximate change<br />

in a fixed income security’s price if interest rates move up or down in 1% increments. Duration management involves adjusting the<br />

sensitivity to interest rates of the holdings within a country. UBS manages duration by choosing a maturity mix that provides<br />

opportunity for appreciation while also limiting interest rate risks.<br />

The Dynamic Alpha Portfolio also may invest in cash or cash equivalent instruments. When political, economic, or market conditions<br />

warrant, the Portfolio may invest without limitation in cash equivalents, which may affect its ability to pursue its investment objective.<br />

Portfolio Turnover. UBS expects to actively manage the Dynamic Alpha Portfolio. As such, the Portfolio may have high portfolio<br />

turnover, which may result in higher costs for brokerage commissions, transaction costs, and taxable gains. The trading costs and tax<br />

effects associated with portfolio turnover may adversely affect the Portfolio’s performance.<br />

Temporary Investments. Up to 100% of the Dynamic Alpha Portfolio’s assets may be invested temporarily in cash or cash equivalents<br />

and the Dynamic Alpha Portfolio may otherwise deviate from its customary investment strategies in response to extraordinary adverse<br />

political, economic, financial, or stock market events. Temporary investments may include U.S. or foreign government obligations,<br />

commercial paper, bank obligations, and repurchase agreements. While the Dynamic Alpha Portfolio is in a defensive position, the<br />

opportunity to achieve its investment objective will be limited.<br />

AST T. Rowe Price Global Bond Portfolio<br />

Investment Objective: to provide high current income and capital growth by investing in high-quality, foreign and U.S. dollardenominated<br />

bonds.<br />

Prinicpal Investment Policies and Risks:<br />

The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in<br />

fixed income securities. The 80% investment requirement applies at the time the Portfolio invests its assets. To achieve its objectives,<br />

the Portfolio intends to invest primarily in all types of high quality bonds including those issued or guaranteed by the U.S. or foreign<br />

governments or their agencies and by foreign authorities, provinces and municipalities as well as investment grade corporate bonds<br />

and mortgage-related and asset-backed securities of U.S. and foreign issuers.<br />

The Portfolio may also invest in convertible securities and corporate commercial paper; inflation-indexed bonds issued by both<br />

governments and corporations; structured notes, including hybrid or “indexed” securities, event-linked bonds and loan participations;<br />

delayed portfolio loans and revolving credit securities; bank certificates of deposit, fixed time deposits and bankers’ acceptances;<br />

repurchase agreements and reverse repurchase agreements; debt securities issued by federal, state or local governments and their<br />

agencies and government-sponsored enterprises; obligations of foreign governments or their subdivisions, agencies and governmentsponsored<br />

enterprises; and obligations of international agencies or supranational entities.<br />

The Portfolio seeks to moderate price fluctuation by actively managing its maturity structure and currency exposure. The subadviser<br />

bases its investment decisions on fundamental market factors, currency trends, and credit quality. The Portfolio generally invests in<br />

countries where the combination of fixed-income returns and currency exchange rates appears attractive, or, if the currency trend is<br />

unfavorable, where the subadviser believes that the currency risk can be minimized through hedging. These bonds must, at the time<br />

of purchase, have received an investment-grade rating from at least one rating agency (or if unrated, must have a subadviser<br />

equivalent rating) but could be rated below investment-grade by other agencies. Such bonds are called “split-rated”). Although the<br />

Portfolio expects to maintain an intermediate-to-long weighted average maturity, there are no maturity restrictions on the overall<br />

portfolio or on individual securities. The Portfolio may and frequently does engage in foreign currency transactions such as forward<br />

foreign currency exchange contracts, hedging its foreign currency exposure back to the dollar or against other foreign currencies<br />

(“cross-hedging”). The subadviser also attempts to reduce currency risks through diversification among foreign securities and active<br />

management of currency exposures. The subadviser may use foreign forward currency contracts (“forwards”) to hedge the risk to the<br />

Portfolio when foreign currency exchange rate movements are expected to be unfavorable to U.S. investors. The subadviser may use<br />

forwards in an effort to benefit from a currency believed to be appreciating in value versus other currencies. The subadviser may also<br />

invest in currencies or forwards in cases where the Portfolio does not hold bonds denominated in that currency, for example, in<br />

situations where the subadviser wants currency exposure to a particular market but believes that the bonds are unattractive. Under<br />

certain circumstances, the subadviser may commit a substantial portion of the Portfolio to currencies and forwards If the subadviser’s<br />

60


forecast of currency movements proves wrong, this investment activity may cause a loss. Also, for emerging markets, it is often not<br />

possible to hedge the currency risk associated with emerging market bonds because their currency markets are not sufficiently<br />

developed.<br />

The Portfolio may also invest up to 20% of its assets in the aggregate in below investment-grade, high-risk bonds (“junk bonds”) and<br />

emerging market bonds. Some emerging market bonds, such as Brady Bonds, may be denominated in U.S. dollars. In addition, the<br />

Portfolio may invest up to 30% of its assets in mortgage-related (including mortgage-dollar rolls and derivatives, such as collateralized<br />

mortgage obligations and stripped mortgage securities) and asset-backed securities.<br />

Like any fixed income fund, the value of the Portfolio will fluctuate in response to changes in market interest rates and the credit<br />

quality of particular companies. International fixed income investing, however, involves additional risks that can increase the<br />

potential for losses. These additional risks include varying stages of economic and political development of foreign countries,<br />

differing regulatory and accounting standards in non-U.S. markets, and higher transaction costs. Because a substantial portion of the<br />

Portfolio’s investments are denominated in foreign currencies, exchange rates are also likely to have a significant impact on total<br />

Portfolio performance. For example, a rise in the U.S. dollar’s value relative to the Japanese yen will decrease the U.S. dollar value of<br />

a Japanese bond held in the Portfolio, even though the price of that bond in yen remains unchanged. Therefore, because of these<br />

currency risks and the risks of investing in foreign securities generally, the Portfolio will involve a greater degree of risk and share<br />

price fluctuation than a fund investing primarily in domestic fixed income securities, but ordinarily will involve less risk than a fund<br />

investing exclusively in foreign fixed income securities. In addition, the Portfolio’s focus on longer maturity bonds will tend to cause<br />

greater fluctuations in value when interest rates change. The Portfolio’s investments in mortgage-related and asset-backed securities<br />

could further result in increased volatility, as these securities are sensitive to interest rate changes. Further, these securities carry<br />

special risks in the event of declining interest rates, which would cause prepayments to increase, and the value of the securities to<br />

decrease.<br />

Types of Debt Securities. The Portfolio’s investments in debt securities may include securities issued or guaranteed by the U.S. and<br />

foreign governments, their agencies, instrumentalities or political subdivisions, securities issued or guaranteed by supranational<br />

organizations (e.g., European Investment Bank, InterAmerican Development Bank or the World Bank), bank or bank holding<br />

company securities, foreign and domestic corporate debt securities, and commercial paper.<br />

The Portfolio may invest in zero coupon securities, which are securities that are purchased at a discount from their face value, but<br />

that do not make cash interest payments. Zero coupon securities are subject to greater fluctuation in market value as a result of<br />

changing interest rates than debt obligations that make current cash interest payments.<br />

The Portfolio may invest in Brady Bonds, which are used as a means of restructuring the external debt burden of certain emerging<br />

countries. Even if the bonds are collateralized, they are often considered speculative investments because of the country’s credit<br />

history or other factors. The Portfolio may purchase the securities of certain foreign investment funds or trusts called passive foreign<br />

investment companies. Such trusts have been the only or primary way to invest in certain countries. In addition to bearing their<br />

proportionate share of the Trust’s expenses, shareholders will also indirectly bear similar expenses of such trusts.<br />

The Portfolio from time to time may invest in debt securities convertible into equities.<br />

Nondiversified Investment Company. The Portfolio intends to select its investments from a number of country and market sectors,<br />

and intends to have investments in securities of issuers from a minimum of three different countries (including the United States).<br />

However, the Portfolio is considered a “nondiversified” investment company for purposes of the Investment Company Act of 1940. As<br />

such, the Portfolio may invest more than 5% of its assets in the fixed-income securities of individual foreign governments. The<br />

Portfolio generally will not invest more than 5% of its assets in any individual corporate issuer, except with respect to certain shortterm<br />

investments. As a nondiversified fund, a price decline in any one of the Portfolio’s holdings may have a greater effect on the<br />

Portfolio’s value than on the value of a fund that is more broadly diversified.<br />

Other Investments:<br />

Swap Agreements. The Portfolio may enter into interest rate, index, total return, credit default and currency exchange rate swap<br />

agreements for the purposes of attempting to obtain a desired return at a lower cost than if the Portfolio had invested directly in an<br />

instrument that yielded the desired return or for the purpose of hedging a portfolio position. Swap agreements are two-party contracts<br />

entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard “swap”<br />

transaction, the two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular<br />

investments or instruments. The returns to be exchanged between the parties are calculated with respect to a “notional amount,” i.e.,<br />

a specified dollar amount that is hypothetically invested at a particular interest rate, in a particular foreign currency, or in a “basket”<br />

of securities representing a particular index. Commonly used swap agreements include interest rate caps, under which, in return for a<br />

premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate or “cap”; interest<br />

61


floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall<br />

below a specified level or “floor”; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an<br />

attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.<br />

Under most swap agreements entered into by the Portfolio, the parties’ obligations are determined on a “net basis.” Consequently, the<br />

Portfolio’s obligations (or rights) under a swap agreement will generally be equal only to a net amount based on the relative values of<br />

the positions held by each party.<br />

There are risks in the use of swaps. Whether the Portfolio’s use of swap agreements will be successful will depend on the subadvisor’s<br />

ability to predict that certain types of investments are likely to produce greater returns than other investments. Interest rate<br />

and currency swaps could result in losses if interest rate or currency changes are not correctly anticipated. Total return swaps could<br />

result in losses if the reference index, security or investments do not perform as anticipated. Credit default swaps could result in<br />

losses if the sub-advisor does not correctly evaluate the creditworthiness of the company on which the credit default swap is based.<br />

Moreover, the Portfolio may not receive the expected amount under a swap agreement if the other party to the agreement defaults or<br />

becomes bankrupt. The Portfolio will not enter into a swap agreement with any single counterparty if the net amount owed or to be<br />

received under existing contracts with that party would exceed 5% of total assets, or if the net amount owed or to be received by the<br />

Portfolio under all outstanding swap agreements will exceed 10% of total assets.<br />

The Portfolio may buy and sell futures contracts (and related options) for a number of reasons including: to manage exposure to<br />

changes in interest rates, securities prices and currency exchange rates; as an efficient means of adjusting overall exposure to certain<br />

markets; to earn income; to protect the value of portfolio securities; and to adjust the portfolio’s duration. The Portfolio may purchase<br />

or write call and put options on securities, financial indices, and foreign currencies. The Portfolio may invest up to 10% of its total<br />

assets in hybrid instruments, which combine the characteristics of futures, options and securities.<br />

The Portfolio may sell securities for a variety of reasons, such as to secure gains, limit losses or re-deploy assets into more promising<br />

opportunities.<br />

Temporary Investments. To protect against adverse movements of interest rates, the Portfolio may invest without limit in short-term<br />

obligations denominated in U.S. and foreign currencies such as certain bank obligations, commercial paper, short-term government<br />

and corporate obligations, repurchase agreements and money market mutual funds managed by the subadviser. Cash reserves also<br />

provide flexibility in meeting redemptions and paying expenses. While the Portfolio is in a defensive position, the opportunity to<br />

achieve its investment objective of high current income and capital growth may be limited.<br />

AST PIMCO Limited Maturity Bond Portfolio<br />

Investment Objective: to seek to maximize total return, consistent with preservation of capital.<br />

Principal Investment Policies and Risks:<br />

The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in<br />

fixed income securities. The 80% investment requirement applies at the time the Portfolio invests its assets. Fixed income securities<br />

include:<br />

· securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises; · corporate debt<br />

securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;<br />

· mortgage and other asset-backed securities;<br />

· inflation-indexed bonds issued by both governments and corporations;<br />

· structured notes, including hybrid or “indexed” securities, event-linked bonds;<br />

· loan participations and assignments;<br />

· delayed funding loans and revolving credit securities;<br />

· bank certificates of deposit, fixed time deposits and bankers’ acceptances;<br />

· repurchase agreements and reverse repurchase agreements;<br />

· debt securities issued by state or local governments and their agencies and government-sponsored enterprises;<br />

· derivative instruments, including futures, options and swap agreements;<br />

· obligations of foreign governments or their subdivisions, agencies and government-sponsored enterprises; and<br />

· obligations of international agencies or supranational entities.<br />

Portfolio holdings will be concentrated in areas of the bond market (based on quality, sector, interest rate or maturity) that the<br />

subadviser believes to be relatively undervalued. In selecting fixed income securities, the subadviser uses economic forecasting,<br />

62


interest rate anticipation, credit and call risk analysis, foreign currency exchange rate forecasting, and other securities selection<br />

techniques. The proportion of the Portfolio’s assets committed to investment in securities with particular characteristics (such as<br />

maturity, type and coupon rate) will vary based on the subadviser’s outlook for the U.S. and foreign economies, the financial markets,<br />

and other factors. The management of duration (a measure of a fixed income security’s expected life that incorporates its yield,<br />

coupon interest payments, final maturity and call features into one measure) is one of the fundamental tools used by the subadviser.<br />

The Portfolio will invest in fixed-income securities of varying maturities. The average portfolio duration of the Portfolio generally will<br />

vary within a one- to three-year time frame based on the subadviser’s forecast for interest rates. The Portfolio may invest up to 10% of<br />

its assets in fixed income securities that are rated below investment grade (“junk bonds”) but are rated B or higher by Moody’s<br />

Investors Services, Inc. (“Moody’s”) or Standard & Poor’s Corporation (“S&P”) (or, if unrated, determined by the subadviser to be of<br />

comparable quality).<br />

Generally, over the long term, the return obtained by a portfolio investing primarily in fixed income securities such as the Portfolio is<br />

not expected to be as great as that obtained by a portfolio investing in equity securities. At the same time, the risk and price<br />

fluctuation of a fixed income fund is expected to be less than that of an equity portfolio, so that a fixed income portfolio is generally<br />

considered to be a more conservative investment. However, the Portfolio can and routinely does invest in certain complex fixed<br />

income securities (including various types of mortgage-backed and asset-backed securities) and engage in a number of investment<br />

practices (including futures, swaps and dollar rolls) as described below, that many other fixed income funds do not utilize. These<br />

investments and practices are designed to increase the Portfolio’s return or hedge its investments, but may increase the risk to which<br />

the Portfolio is subject.<br />

Like other fixed income funds, the Portfolio is subject to market risk. Bond values fluctuate based on changes in interest rates, market<br />

conditions, investor confidence and announcements of economic, political or financial information. Generally, the value of fixed<br />

income securities will change inversely with changes in market interest rates. As interest rates rise, market value tends to decrease.<br />

This risk will be greater for long-term securities than for short-term securities. Therefore, the Portfolio’s share price is expected to<br />

fluctuate less than the AST PIMCO Total Return Bond Portfolio, because its average duration will be shorter. Certain mortgagebacked<br />

and asset-backed securities and derivative instruments in which the Portfolio may invest may be particularly sensitive to<br />

changes in interest rates. The Portfolio is also subject to credit risk, which is the possibility that an issuer of a security (or a<br />

counterparty to a derivative contract) will default or become unable to meet its obligation. Generally, the lower the rating of a<br />

security, the higher its degree of credit risk.<br />

The following paragraphs describe some specific types of fixed-income investments that the Portfolio may invest in, and some of the<br />

investment practices that the Portfolio will engage in.<br />

U.S. Government Securities. The Portfolio may invest in various types of U.S. Government securities, including those that are<br />

supported by the full faith and credit of the United States; those that are supported by the right of the issuing agency to borrow from<br />

the U.S. Treasury; those that are supported by the discretionary authority of the U.S. Government to purchase the agency’s<br />

obligations; and still others that are supported only by the credit of the instrumentality.<br />

Corporate Debt Securities. Corporate debt securities include corporate bonds, debentures, notes and other similar instruments,<br />

including convertible securities and preferred stock. Debt securities may be acquired with warrants attached. The rate of return or<br />

return of principal on some debt obligations may be linked or indexed to exchange rates between the U.S. dollar and a foreign<br />

currency or currencies.<br />

While the subadviser may regard some countries or companies as favorable investments, pure fixed income opportunities may be<br />

unattractive or limited due to insufficient supply or legal or technical restrictions. In such cases, the Portfolio may consider equity<br />

securities or convertible bonds to gain exposure to such investments.<br />

Variable and Floating Rate Securities. Variable and floating rate securities provide for a periodic adjustment in the interest rate paid<br />

on the obligations. The interest rates on these securities are tied to other interest rates, such as money-market indices or Treasury bill<br />

rates, and reset periodically. While these securities provide the Portfolio with a certain degree of protection against losses caused by<br />

rising interest rates, they will cause the Portfolio’s interest income to decline if market interest rates decline.<br />

Inflation-Indexed Bonds. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted<br />

according to the rate of inflation. The interest rate on these bonds is fixed at issuance, and is generally lower than the interest rate on<br />

typical bonds. Over the life of the bond, however, this interest will be paid based on a principal value that has been adjusted for<br />

inflation. Repayment of the adjusted principal upon maturity may be guaranteed, but the market value of the bonds is not<br />

guaranteed, and will fluctuate. The Portfolio may invest in inflation-indexed bonds that do not provide a repayment guarantee. While<br />

these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to losses.<br />

63


Event-Linked Bonds. Event-linked bonds are fixed income securities for which the return of principal and payment of interest is<br />

contingent upon the non-occurrence of a specific “trigger” event, such as a hurricane, earthquake or other physical or weatherrelated<br />

phenomenon. Some event-linked bonds are commonly referred to as “catastrophe bonds.” If the trigger event occurs, the<br />

Portfolio may lose all or a portion of the amount it invested in the bond. Event-linked bonds often provide for an extension of<br />

maturity to process and audit loss claims where a trigger event has, or possibly has, occurred. An extension of maturity may increase<br />

volatility. Event-linked bonds may also expose the Portfolio to certain unanticipated risks including credit risk, adverse regulatory or<br />

jurisdictional interpretations, and adverse tax consequences. Event-linked bonds may also be subject to liquidity risk.<br />

Mortgage-Related and Other Asset-Backed Securities. The Portfolio may invest all of its assets in mortgage-backed and other assetbacked<br />

securities, including collateralized mortgage obligations and stripped mortgage-backed securities. The value of some<br />

mortgage-backed and asset-backed securities in which the Portfolio invests may be particularly sensitive to changes in market interest<br />

rates.<br />

Reverse Repurchase Agreements and Dollar Rolls. In addition to entering into reverse repurchase agreements, the Portfolio may also<br />

enter into dollar rolls. In a dollar roll, the Portfolio sells mortgage-backed or other securities for delivery in the current month and<br />

simultaneously contracts to purchase substantially similar securities on a specified future date. The Portfolio forgoes principal and<br />

interest paid on the securities sold in a dollar roll, but the Portfolio is compensated by the difference between the sales price and the<br />

lower price for the future purchase, as well as by any interest earned on the proceeds of the securities sold. The Portfolio also could<br />

be compensated through the receipt of fee income. Reverse repurchase agreements and dollar rolls can be viewed as collateralized<br />

borrowings and, like other borrowings, will tend to exaggerate fluctuations in Portfolio’s share price and may cause the Portfolio to<br />

need to sell portfolio securities at times when it would otherwise not wish to do so.<br />

Foreign Securities. The Portfolio may invest up to 30% of its assets in securities denominated in foreign currencies and may invest<br />

beyond this limit in U.S. dollar-denominated securities of foreign issuers. The Portfolio may buy and sell foreign currency futures<br />

contracts and options on foreign currencies and foreign currency futures contracts, and enter into forward foreign currency exchange<br />

contracts for the purpose of hedging currency exchange risks arising from the Portfolio’s investment or anticipated investment in<br />

securities denominated in foreign currencies. The Portfolio may also use foreign currency options and foreign currency forward<br />

contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.<br />

Foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) normally will be limited to 20% of the<br />

Portfolio’s total assets. The Portfolio may invest up to 10% of its assets in securities of issuers based in developing countries (as<br />

determined by the subadviser).<br />

Short Sales and Short Sales"Against the Box.” Certain Portfolios may make short sales of securities, either as a hedge against potential<br />

declines in value of a portfolio security or to realize appreciation when a security that the Portfolio does not own declines in value.<br />

When a Portfolio makes a short sale, it borrows the security sold short and delivers it to the broker-dealer through which it made the<br />

short sale. A Portfolio may have to pay a fee to borrow particular securities and is often obligated to turn over any payments received<br />

on such borrowed securities to the lender of the securities.<br />

A Portfolio secures its obligation to replace the borrowed security by depositing collateral with the broker-dealer, usually in cash, U.<br />

S. Government securities or other liquid securities similar to those borrowed. With respect to the uncovered short positions, a<br />

Portfolio is required to (1) deposit similar collateral with its custodian or otherwise segregate collateral on its records, to the extent<br />

that the value of the collateral in the aggregate is at all times equal to at least 100% of the current market value of the security sold<br />

short, or (2) a Portfolio must otherwise cover its short position. Depending on arrangements made with the broker-dealer from which<br />

the Portfolio borrowed the security, regarding payment over of any payments received by a Portfolio on such security, a Portfolio may<br />

not receive any payments (including interest) on its collateral deposited with such broker-dealer. Because making short sales in<br />

securities that it does not own exposes a Portfolio to the risks associated with those securities, such short sales involve speculative<br />

exposure risk. As a result, if a Portfolio makes short sales in securities that increase in value, it will likely underperform similar mutual<br />

Portfolios that do not make short sales in securities they do not own. A Portfolio will incur a loss as a result of a short sale if the price<br />

of the security increases between the date of the short sale and the date on which the Portfolio replaces the borrowed security. A<br />

Portfolio will realize a gain if the security declines in price between those dates. There can be no assurance that a Portfolio will be<br />

able to close out a short sale position at any particular time or at an acceptable price. Although a Portfolio’s gain is limited to the<br />

price at which it sold the security short, its potential loss is limited only by the maximum attainable price of the security, less the<br />

price at which the security was sold and may, theoretically, be unlimited.<br />

Certain Portfolios may also make short sales against-the-box. A short sale against-the-box is a short sale in which the Portfolio owns<br />

an equal amount of the securities sold short, or securities convertible or exchangeable for, with or without payment of any further<br />

consideration, such securities. However, if further consideration is required in connection with the conversion or exchange, cash or<br />

other liquid assets, in an amount equal to such consideration must be segregated ona Portfolio’s records or with its Custodian.<br />

64


Derivative Instruments. The Portfolio may purchase and write call and put options on securities, securities indices and on foreign<br />

currencies. The Portfolio may invest in interest rate futures contracts, stock index futures contracts and foreign currency futures<br />

contracts and options thereon that are traded on U.S. or foreign exchanges or boards of trade. The Portfolio may also enter into swap<br />

agreements with respect to foreign currencies, interest rates and securities indices. The Portfolio may use these techniques to hedge<br />

against changes in interest rates, currency exchange rates or securities prices or as part of its overall investment strategy.<br />

Swap Agreements. The Portfolio may enter into interest rate, index, credit and currency exchange rate swap agreements for the<br />

purposes of attempting to obtain a desired return at a lower cost than if the Portfolio had invested directly in an instrument that<br />

yielded the desired return. The Portfolio may also enter into options on swap agreements. A swap option is a contract that gives a<br />

counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten,<br />

extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. Swap agreements<br />

are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year.<br />

In a standard “swap” transaction, the two parties agree to exchange the returns (or differentials in rates of return) earned or realized<br />

on particular investments or instruments. The returns to be exchanged between the parties are calculated with respect to a “notional<br />

amount,” i.e., a specified dollar amount that is hypothetically invested at a particular interest rate, in a particular foreign currency, or<br />

in a “basket” of securities representing a particular index. Commonly used swap agreements include interest rate caps, under which,<br />

in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate or<br />

“cap”; interest floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest<br />

rates fall below a specified level or “floor”; and interest rate collars, under which a party sells a cap and purchases a floor or vice<br />

versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.<br />

The Portfolio may enter into credit default swap agreements. The “buyer” in a credit default contract is obligated to pay the “seller” a<br />

periodic stream of payments over the term of the contract provided that no event of default on an underlying reference obligation has<br />

occurred. If an event of default occurs, the seller must pay the buyer the full notional value, or “par value,” of the reference<br />

obligation in exchange for the reference obligation. The Portfolio may be either the buyer or seller in a credit default swap<br />

transaction. If the Portfolio is a buyer and no event of default occurs, the Portfolio will lose its investment and recover nothing.<br />

However, if an event of default occurs, the Portfolio (if the buyer) will receive the full notional value of the reference obligation that<br />

may have little or no value. As a seller, the Portfolio receives a fixed rate of income throughout the term of the contract, which<br />

typically is between six months and three years, provided that there is no default event. If an event of default occurs, the seller must<br />

pay the buyer the full notional value of the reference obligation. Credit default swap transactions involve greater risks than if the<br />

Portfolio had invested in the reference obligation directly.<br />

Under most swap agreements entered into by the Portfolio, the parties’ obligations are determined on a “net basis.” Consequently, the<br />

Portfolio’s obligations (or rights) under a swap agreement will generally be equal only to a net amount based on the relative values of<br />

the positions held by each party.<br />

Whether the Portfolio’s use of swap agreements will be successful will depend on the subadviser’s ability to predict that certain types<br />

of investments are likely to produce greater returns than other investments. Moreover, the Portfolio may not receive the expected<br />

amount under a swap agreement if the other party to the agreement defaults or becomes bankrupt. The swaps market is relatively<br />

new and is largely unregulated.<br />

For purposes of applying the Portfolio’s investment policies and restrictions (as stated in this Prospectus and the Fund’s SAI) swap<br />

agreements are generally valued by the Portfolios at market value. In the case of a credit default swap sold by a Portfolio (i.e., where<br />

the Portfolio is selling credit default protection), however, the Portfolio will generally value the swap at its notional amount. The<br />

manner in which certain securities or other instruments are valued by the Portfolios for purposes of applying investment policies and<br />

restrictions may differ from the manner in which those investments are valued by other types of investors.<br />

Collateralized Debt Obligations. The Portfolio may invest in collateralized debt obligations (“CDOs”), which includes collateralized<br />

bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities. CBOs and CLOs are<br />

types of asset-backed securities. A CBO is a trust which is backed by a diversified pool of high risk, below investment grade fixed<br />

income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and<br />

foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below<br />

investment grade or equivalent unrated loans.<br />

For both CBOs and CLOs, the cashflows from the trust are split into two or more portions, called tranches, varying in risk and yield.<br />

The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect<br />

the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a<br />

senior tranche from a CBO trust or CLO trust typically have higher ratings and lower yields than their underlying securities, and can<br />

be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses<br />

65


due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market<br />

anticipation of defaults, as well as aversion to CBO or CLO securities as a class.<br />

The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a<br />

Portfolio invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the<br />

securities laws. As a result, investments in CDOs may be characterized by the Portfolios as illiquid securities, however an active<br />

dealer market may exist for CDOs allowing a CDO to qualify for Rule144A transactions. In addition to the normal risks associated<br />

with fixed income securities discussed elsewhere in this Prospectus and the Fund’s SAI (e.g., interest rate risk and default risk), CDOs<br />

carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be<br />

adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the Portfolio may<br />

invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the<br />

time of investment and may produce disputes with the issuer or unexpected investment results.<br />

66


MORE DETAILED INFORMATION ABOUT OTHER INVESTMENTS & STRATEGIES<br />

USED BY THE PORTFOLIOS<br />

ADDITIONAL INVESTMENTS & STRATEGIES<br />

As indicated in the descriptions of the Portfolios above, we may invest in the following types of securities and/or use the following<br />

investment strategies to increase a Portfolio’s return or protect its assets if market conditions warrant.<br />

American Depositary Receipts (ADRs) — Certificates representing the right to receive foreign securities that have been deposited<br />

with a U.S. bank or a foreign branch of a U.S. bank.<br />

Asset-Backed Securities — An asset-backed security is a type of pass-through instrument that pays interest based upon the cash flow<br />

of an underlying pool of assets, such as automobile loans or credit card receivables. Asset-backed securities may also be<br />

collateralized by a portfolio of corporate bonds, including junk bonds, or other securities.<br />

Collateralized Debt Obligations (CDOs) — A CDO is a security backed by an underlying portfolio of debt obligations, typically<br />

including one or more of the following types of investments: high yield securities, investment grade securities, bank loans, futures or<br />

swaps. A CDO provides a single security that has the economic characteristics of a diversified portfolio. The cash flows generated by<br />

the collateral are used to pay interest and principal to investors.<br />

Convertible Debt and Convertible Preferred Stock — A convertible security is a security — for example, a bond or preferred stock<br />

— that may be converted into common stock, the cash value of common stock or some other security of the same or different issuer.<br />

The convertible security sets the price, quantity of shares and time period in which it may be so converted. Convertible stock is senior<br />

to a company’s common stock but is usually subordinated to debt obligations of the company. Convertible securities provide a steady<br />

stream of income which is generally at a higher rate than the income on the company’s common stock but lower than the rate on the<br />

company’s debt obligations. At the same time, convertible securities offer — through their conversion mechanism — the chance to<br />

participate in the capital appreciation of the underlying common stock. The price of a convertible security tends to increase and<br />

decrease with the market value of the underlying common stock.<br />

Credit Default Swaps — In a credit default swap, the Portfolio and another party agree to exchange payment of the par (or other<br />

agreed-upon) value of a referenced debt obligation in the event of a default on that debt obligation in return for a periodic stream of<br />

payments over the term of the contract provided no event of default has occurred. See also “Swaps” defined below.<br />

Credit-Linked Securities — Credit linked securities are securities that are collateralized by one or more credit default swaps on<br />

corporate credits. The Portfolio has the right to receive periodic interest payments from the issuer of the credit-linked security at an<br />

agreed-upon interest rate, and a return of principal at the maturity date. See also “Credit Default Swaps” defined above.<br />

Derivatives — A derivative is an instrument that derives its price, performance, value, or cash flow from one or more underlying<br />

securities or other interests. Derivatives involve costs and can be volatile. With derivatives, the investment adviser tries to predict<br />

whether the underlying interest — a security, market index, currency, interest rate or some other benchmark — will go up or down at<br />

some future date. We may use derivatives to try to reduce risk or to increase return consistent with a Portfolio’s overall investment<br />

objective. The adviser will consider other factors (such as cost) in deciding whether to employ any particular strategy, or use any<br />

particular instrument. Any derivatives we use may not fully offset a Portfolio’s underlying positions and this could result in losses to<br />

the Portfolio that would not otherwise have occurred.<br />

Dollar Rolls — Dollar rolls involve the sale by the Portfolio of a security for delivery in the current month with a promise to<br />

repurchase from the buyer a substantially similar — but not necessarily the same — security at a set price and date in the future.<br />

During the “roll period,” the Portfolio does not receive any principal or interest on the security. Instead, it is compensated by the<br />

difference between the current sales price and the price of the future purchase, as well as any interest earned on the cash proceeds<br />

from the original sale.<br />

Equity Swaps — In an equity swap, the Portfolio and another party agree to exchange cash flow payments that are based on the<br />

performance of equities or an equity index. See also “Swaps” defined below.<br />

Event-Linked Bonds — Event-linked bonds are fixed income securities for which the return of principal and payment of interest is<br />

contingent on the non-occurrence of a specific “trigger” event, such as a hurricane, earthquake, or other physical or weather-related<br />

phenomenon. If a trigger event occurs, a Portfolio may lose a portion or all of its principal invested in the bond. Event-linked bonds<br />

often provide for an extension of maturity to process and audit loss claims where a trigger event has, or possibly has, occurred. An<br />

extension of maturity may increase volatility. Event-linked bonds may also expose the Portfolio to certain unanticipated risks<br />

67


including credit risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked bonds may also<br />

be subject to liquidity risk.<br />

Foreign Currency Forward Contracts — A foreign currency forward contract is an obligation to buy or sell a given currency on a<br />

future date at a set price. When a Portfolio enters into a contract for the purchase or sale of a security denominated in a foreign<br />

currency, or when a Portfolio anticipates the receipt in a foreign currency of dividends or interest payments on a security which it<br />

holds, the Portfolio may desire to “lock-in” the U.S. dollar price of the security or the U.S. dollar equivalent of such dividend or<br />

interest payment, as the case may be. By entering into a forward contract for a fixed amount of dollars, for the purchase or sale of the<br />

amount of foreign currency involved in the underlying transactions, the Portfolio will be able to protect itself against a possible loss<br />

resulting from an adverse change in the relationship between the U.S. dollar and the foreign currency during the period between the<br />

date on which the security is purchased or sold, or on which the dividend or interest payment is declared, and the date on which<br />

such payments are made or received. At the maturity of a forward contract, a Portfolio may either sell the security and make delivery<br />

of the foreign currency or it may retain the security and terminate its contractual obligation to deliver the foreign currency by<br />

purchasing an “offsetting” contract with the same currency trader obligating it to purchase, on the same maturity date, the same<br />

amount of the foreign currency.<br />

Futures Contracts — A futures contract is an agreement to buy or sell a set quantity of an underlying product at a future date, or to<br />

make or receive a cash payment based on the value of a securities index. When a futures contract is entered into, each party deposits<br />

with a futures commission merchant (or in a segregated account) approximately 5% of the contract amount. This is known as the<br />

“initial margin.” Every day during the futures contract, either the buyer or the futures commission merchant will make payments of<br />

“variation margin.” In other words, if the value of the underlying security, index or interest rate increases, then the buyer will have to<br />

add to the margin account so that the account balance equals approximately 5% of the value of the contract on that day. The next<br />

day, the value of the underlying security, index or interest rate may decrease, in which case the borrower would receive money from<br />

the account equal to the amount by which the account balance exceeds 5% of the value of the contract on that day. A stock index<br />

futures contract is an agreement between the buyer and the seller of the contract to transfer an amount of cash equal to the daily<br />

variation margin of the contract. No physical delivery of the underlying stocks in the index is made.<br />

Interest Rate Swaps — In an interest rate swap, the Portfolio and another party agree to exchange interest payments. For example, the<br />

Portfolio may wish to exchange a floating rate of interest for a fixed rate. We would enter into that type of a swap if we think interest<br />

rates are going down. See also “Swaps” defined below.<br />

Joint Repurchase Account — In a joint repurchase transaction, uninvested cash balances of various Portfolios are added together and<br />

invested in one or more repurchase agreements. Each of the participating Portfolios receives a portion of the income earned in the<br />

joint account based on the percentage of its investment.<br />

Loans and Assignments — Loans are privately negotiated between a corporate borrower and one or more financial institutions. The<br />

Portfolio acquires interests in loans directly (by way of assignment from the selling institution) or indirectly (by way of the purchase of<br />

a participation interest from the selling institution. Purchasers of loans depend primarily upon the creditworthiness of the borrower<br />

for payment of interest and repayment of principal. If scheduled interest or principal payments are not made, the value of the<br />

instrument may be adversely affected. Interests in loans are also subject to additional liquidity risks. Loans are not generally traded in<br />

organized exchange markets but are traded by banks and other institutional investors engaged in loan syndications. Consequently,<br />

the liquidity of a loan will depend on the liquidity of these trading markets at the time that the Portfolio sells the loan.<br />

In assignments, the Portfolio will have no recourse against the selling institution, and the selling institution generally makes no<br />

representations about the underlying loan, the borrowers, the documentation or the collateral. In addition, the rights against the<br />

borrower that are acquired by the Portfolio may be more limited than those held by the assigning lender.<br />

Mortgage-Related Securities — Mortgage-related securities are usually pass-through instruments that pay investors a share of all<br />

interest and principal payments from an underlying pool of fixed or adjustable rate mortgages. We may invest in mortgage-related<br />

securities issued and guaranteed by the U.S. Government or its agencies like the Federal National Mortgage Association (Fannie<br />

Maes) and the Government National Mortgage Association (Ginnie Maes) and debt securities issued (but not guaranteed) by the<br />

Federal Home Loan Mortgage Company (Freddie Macs). Private mortgage-related securities that are not guaranteed by U.S.<br />

Governmental entities generally have one or more types of credit enhancement to ensure timely receipt of payments and to protect<br />

against default.<br />

Mortgage-related securities include collateralized mortgage obligations, multi-class pass through securities and stripped mortgagebacked<br />

securities. A collateralized mortgage-backed obligation (CMO) is a security backed by an underlying portfolio of mortgages or<br />

mortgage-backed securities that may be issued or guaranteed by entities such as banks, U.S. Governmental entities or broker-dealers.<br />

A multi-class pass-through security is an equity interest in a trust composed of underlying mortgage assets.<br />

68


Payments of principal and interest on the mortgage assets and any reinvestment income provide the money to pay debt service on the<br />

CMO or to make scheduled distributions on the multi-class pass-through security. A stripped mortgage-backed security (MBS strip)<br />

may be issued by U.S. Governmental entities or by private institutions. MBS strips take the pieces of a debt security (principal and<br />

interest) and break them apart. The resulting securities may be sold separately and may perform differently. MBS strips are highly<br />

sensitive to changes in prepayment and interest rates.<br />

Options — A call option on stock is a short-term contract that gives the option purchaser or “holder” the right to acquire a particular<br />

equity security for a specified price at any time during a specified period. For this right, the option purchaser pays the option seller a<br />

certain amount of money or “premium” which is set before the option contract is entered into. The seller or “writer” of the option is<br />

obligated to deliver the particular security if the option purchaser exercises the option. A put option on stock is a similar contract. In a<br />

put option, the option purchaser has the right to sell a particular security to the option seller for a specified price at any time during a<br />

specified period. In exchange for this right, the option purchaser pays the option seller a premium. Options on debt securities are<br />

similar to stock options except that the option holder has the right to acquire or sell a debt security rather than an equity security.<br />

Options on stock indexes are similar to options on stocks, except that instead of giving the option holder the right to receive or sell a<br />

stock, it gives the holder the right to receive an amount of cash if the closing level of the stock index is greater than (in the case of a<br />

call) or less than (in the case of a put) the exercise price of the option. The amount of cash the holder will receive is determined by<br />

multiplying the difference between the index’s closing price and the option’s exercise price, expressed in dollars, by a specified<br />

“multiplier.” Unlike stock options, stock index options are always settled in cash, and gain or loss depends on price movements in the<br />

stock market generally (or a particular market segment, depending on the index) rather than the price movement of an individual<br />

stock.<br />

Private Investments in Public Equity (PIPEs) — A PIPE is an equity security in a private placement that are issued by issuers who have<br />

outstanding, publicly-traded equity securities of the same class. Shares in PIPEs generally are not registered with the SEC until after a<br />

certain time period from the date the private sale is completed. This restricted period can last many months. Until the public<br />

registration process is completed, PIPEs are restricted as to resale and the Fund cannot freely trade the securities. Generally, such<br />

restrictions cause the PIPEs to be illiquid during this time. PIPEs may contain provisions that the issuer will pay specified financial<br />

penalties to the holder if the issuer does not publicly register the restricted equity securities within a specified period of time, but<br />

there is no assurance that the restricted equity securities will be publicly registered, or that the registration will remain in effect.<br />

Real Estate Investment Trusts (REITs) — A REIT is a company that manages a portfolio of real estate to earn profits for its<br />

shareholders. Some REITs acquire equity interests in real estate and then receive income from rents and capital gains when the<br />

buildings are sold. Other REITs lend money to real estate developers and receive interest income from the mortgages. Some REITs<br />

invest in both types of interests.<br />

Repurchase Agreements — In a repurchase transaction, the Portfolio agrees to purchase certain securities and the seller agrees to<br />

repurchase the same securities at an agreed upon price on a specified date. This creates a fixed return for the Portfolio.<br />

Reverse Repurchase Agreements — In a reverse repurchase transaction, the Portfolio sells a security it owns and agrees to buy it back<br />

at a set price and date. During the period the security is held by the other party, the Portfolio may continue to receive principal and<br />

interest payments on the security.<br />

Short Sales — In a short sale, we sell a security we do not own to take advantage of an anticipated decline in the stock’s price. The<br />

Portfolio borrows the stock for delivery and if it can buy the stock later at a lower price, a profit results.<br />

Short Sales Against-the-Box — A short sale against the box involves selling a security that the Portfolio owns, or has the right to<br />

obtain without additional costs, for delivery at a specified date in the future. A Portfolio may make a short sale against the box to<br />

hedge against anticipated declines in the market price of a portfolio security. If the value of the security sold short increases instead,<br />

the Portfolio loses the opportunity to participate in the gain.<br />

Swap Options — A swap option is a contract that gives a counterparty the right (but not the obligation) to enter into a swap<br />

agreement or to shorten, extend cancel or otherwise modify an existing swap agreement at some designated future time on specified<br />

terms. See also “Options” defined above.<br />

Swaps — Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few<br />

weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of<br />

return) earned or realized on particular predetermined investments or instruments, which may be adjusted for an interest factor.<br />

Credit Default Swaps, Equity Swaps, Interest Rate Swaps and Total Return Swaps are four types of swap agreements.<br />

Total Return Swaps — In a total return swap, payment (or receipt) of an index’s total return is exchanged for the receipt (or payment)<br />

69


of a floating interest rate. See also “Swaps” defined above.<br />

When-Issued and Delayed Delivery Securities — With when-issued or delayed delivery securities, the delivery and payment can take<br />

place a month or more after the date of the transaction. A Portfolio will make commitments for when-issued transactions only with<br />

the intention of actually acquiring the securities. A Portfolio’s custodian will maintain in a segregated account, liquid assets having a<br />

value equal to or greater than such commitments. If the Portfolio chooses to dispose of the right to acquire a when-issued security<br />

prior to its acquisition, it could, as with the disposition of any other security, incur a gain or loss.<br />

70


HOW THE FUND IS MANAGED<br />

BOARD OF TRUSTEES<br />

The Board of Trustees oversees the actions of the Investment Managers, the subadvisers and the Distributor and decides on general<br />

policies. The Board also oversees the Fund’s officers who conduct and supervise the daily business operations of the Fund.<br />

INVESTMENT MANAGERS<br />

AST Investment Services, Inc., (“AST”) One Corporate Drive, Shelton, Connecticut, has served as Investment Manager to the Fund<br />

since 1992, and serves as co-investment manager to all of the Portfolios of the Fund. AST serves as co-manager of the Fund along<br />

with <strong>Prudential</strong> Investments LLC (“PI”). PI is located at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey, and also<br />

serves as investment manager to the investment companies that comprise the <strong>Prudential</strong> mutual funds.<br />

The Fund’s Investment Management Agreements, on behalf of each Portfolio, with AST and PI (the Management Agreements), provide<br />

that the Investment Managers will furnish each applicable Portfolio with investment advice and administrative services subject to the<br />

supervision of the Board of Trustees and in conformity with the stated policies of the applicable Portfolio. The Investment Managers<br />

must also provide, or obtain and supervise, the executive, administrative, accounting, custody, transfer agent and shareholder<br />

servicing services that are deemed advisable by the Trustees.<br />

The Investment Managers have engaged the subadvisers to conduct the investment programs of the Portfolios, including the purchase,<br />

retention and sale of portfolio securities. The Investment Managers are responsible for monitoring the activities of the subadvisers and<br />

reporting on such activities to the Trustees. The Fund has obtained an exemption from the Securities and Exchange Commission (the<br />

Commission) that permits the Investment Managers, subject to approval by the Board of Trustees of the Fund, to change subadvisers<br />

for a Portfolio and to enter into new subadvisory agreements, without obtaining shareholder approval of the changes. This exemption<br />

(which is similar to exemptions granted to other investment companies that are organized in a manner similar to the Trust) is intended<br />

to facilitate the efficient supervision and management of the Sub-advisors by the Investment Managers and the Trustees. As set forth<br />

above, PI also will conduct the investment program for a portion of the assets of the Advanced Strategies Portfolio.<br />

Under normal conditions, the Investment Managers will determine the division of the assets of the Portfolios among the applicable<br />

subadvisers and PI. All daily cash inflows (that is, purchases and reinvested distributions) and outflows (that is, redemptions and<br />

expense items) will be divided among the subadvisers and PI as the Investment Managers deem appropriate. The Investment<br />

Managers may change the target allocation of assets among subadvisers, transfer assets between subadvisers, or change the allocation<br />

of cash inflows or cash outflows among subadvisers for any reason and at any time without notice. As a consequence, the Investment<br />

Managers may allocate assets or cash flows from a portfolio segment that has appreciated more to another portfolio segment.<br />

Reallocations of assets among the subadvisers and PI may result in additional costs since sales of securities may result in higher<br />

portfolio turnover. Also, because the subadvisers and PI select portfolio securities independently, it is possible that a security held by<br />

a portfolio segment may also be held by another portfolio segment of the Portfolio or that certain subadvisers or PI may<br />

simultaneously favor the same industry. The Investment Managers will monitor the overall portfolio to ensure that any such overlaps<br />

do not create an unintended industry concentration. In addition, if a subadviser or PI buys a security as another subadviser or PI sells<br />

it, the net position of the Portfolio in the security may be approximately the same as it would have been with a single portfolio and no<br />

such sale and purchase, but the Portfolio will have incurred additional costs. The Investment Managers will consider these costs in<br />

determining the allocation of assets or cash flows. The Investment Managers will consider the timing of asset and cash flow<br />

reallocations based upon the best interests of each Portfolio and its shareholders.<br />

A discussion regarding the basis for the Board’s approval of the Fund’s investment advisory agreements is available in the Fund’s semiannual<br />

report (for agreements approved during the six month period ended June 30) and in the Fund’s annual report (for agreements<br />

approved during the six month period ended December 31).<br />

71


INVESTMENT MANAGEMENT FEES<br />

The following chart lists the total effective annualized investment management fees paid by each Portfolio of the Fund to ASISI during<br />

2006:<br />

Investment Management Fees Paid by the Portfolios<br />

Portfolio<br />

Total investment<br />

management fees<br />

as % of average<br />

net assets<br />

AST JPMorgan International Equity .86<br />

AST MFS Global Equity .96<br />

AST Neuberger Berman Small-Cap Growth (formerly, AST DeAM Small-Cap<br />

Growth) .91<br />

AST Federated Aggressive Growth .95<br />

AST Small-Cap Value .90<br />

AST DeAM Small-Cap Value .86<br />

AST Goldman Sachs Mid-Cap Growth .97<br />

AST Neuberger Berman Mid-Cap Growth .87<br />

AST MFS Growth .88<br />

AST Marsico Capital Growth .89<br />

AST DeAM Large-Cap Value .85<br />

AST Cohen & Steers Realty 1.00<br />

AST T. Rowe Price Natural Resources .90<br />

AST UBS Dynamic Alpha (formerly, AST Global Allocation)* 1.00<br />

AST T. Rowe Price Global Bond .80<br />

AST PIMCO Limited Maturity Bond .64<br />

Notes to Investment Management Fees Table:<br />

* The contractual investment management fee rate for the AST Global Allocation Portfolio for the fiscal year ended December 31, 2006 and the four months ended April 30, 2007 was 0.10% of the<br />

Portfolio's average daily net assets. Effective May 1, 2007, the contractual investment management fee rate for the AST UBS Dynamic Alpha Portfolio is 1.00% of the Portfolio's average daily net<br />

assets.<br />

72


INVESTMENT SUBADVISERS<br />

The Portfolios of the Fund each have one more or more investment subadvisers providing the day-to-day investment management of<br />

the Portfolio. PI provides for the day-to-day investment management of the five AST Dynamic Asset Allocation Portfolio. AST pays<br />

each investment subadviser a subadvisory fee out of the fee that AST receives from the Fund. The investment subadvisers for each<br />

Portfolio of the Fund are listed in the table below:<br />

Investment Subadvisers<br />

Portfolio<br />

Investment Subadviser<br />

AST JPMorgan International Equity J.P. Morgan Investment Management, Inc.<br />

AST MFS Global Equity<br />

Massachusetts Financial Services Company<br />

AST Neuberger Berman Small-Cap Growth Neuberger Berman Management, Inc.<br />

AST Federated Aggressive Growth Federated Equity Management Company of Pennsylvania<br />

Federated MDTA LLC<br />

AST Small-Cap Value<br />

J.P. Morgan Investment Management, Inc.<br />

Lee Munder Investments, Ltd.<br />

ClearBridge Advisors, LLC<br />

Dreman Value Management LLC<br />

AST DeAM Small-Cap Value<br />

Deutsche Investment Management Americas, Inc.<br />

AST Goldman Sachs Mid-Cap Growth Goldman Sachs Asset Management, L.P.<br />

AST Neuberger Berman Mid-Cap Growth Neuberger Berman Management, Inc.<br />

AST MFS Growth<br />

Massachusetts Financial Services Company<br />

AST Marsico Capital Growth<br />

Marsico Capital Management, LLC<br />

AST DeAM Large-Cap Value<br />

Deutsche Investment Management Americas, Inc.<br />

AST Cohen & Steers Realty<br />

Cohen & Steers Capital Management, Inc.<br />

T. Rowe Price Natural Resources T. Rowe Price Associates, Inc.<br />

AST UBS Dynamic Alpha<br />

UBS Global Asset Management (Americas), Inc.<br />

AST T. Rowe Price Global Bond<br />

T. Rowe Price International, Inc.<br />

AST PIMCO Limited Maturity Bond Pacific Investment Management Company LLC<br />

Descriptions of each subadviser are set out below:<br />

ClearBridge Advisors, LLC (ClearBridge) has offices at 399 Park Avenue, New York, New York, 10022, and is a recently-organized<br />

investment adviser that has been formed to succeed to the equity securities portfolio management business of Citigroup Asset<br />

Management, which was acquired by Legg Mason, Inc. in December 2005. ClearBridge is a wholly-owned subsidiary of Legg<br />

Mason. Legg Mason, whose principal executive offices are at 100 Light Street, Baltimore, Maryland 21202, is a global asset<br />

management company. As of December 31, 2006, ClearBridge had assets under management of approximately $115.8 billion.<br />

Cohen & Steers Capital Management, Inc. (Cohen & Steers) is the leading U.S. manager of portfolios dedicated to investments in<br />

real estate investment trusts (“REITs”). As of December 31, 2006, Cohen & Steers managed approximately $29.9 billion in assets.<br />

Cohen & Steers is a wholly owned subsidiary of Cohen & Steers, Inc. (“CNS”), a publicly traded company whose common stock is<br />

listed on the New York Stock Exchange. Cohen & Steers is located at 280 Park Avenue, New York, New York 10017.<br />

Deutsche Investment Management Americas, Inc. (DIMA) was founded in 1838 as Morgan Grenfell Inc. and has provided asset<br />

management services since 1953. As of December 31, 2006, as part of Deutsche Asset Management group (DeAM), DIMA managed<br />

approximately $214 billion of DeAM Americas’ $716 billion in assets. DIMA’s address is 345 Park Avenue, New York, New York<br />

10154.<br />

Dreman Value Management LLC (Dreman) had approximately $21.6 billion under management as of December 29, 2006. Dreman’s<br />

address is Harborside Financial Center, Plaza 10, Suite 800, Jersey City, NJ 07311.<br />

Federated Equity Management Company of Pennsylvania (Federated Equity). Federated Advisory Services Company (Federated<br />

Services), an affiliate of the Adviser, provides research, quantitative analysis, equity trading and transaction settlement and certain<br />

support services to Federated Equity. The fee for these services is paid by the Federated Equity and not by the Fund. Federated Global<br />

Investment Management Corp. (Federated Global), 450 Lexington Avenue, Suite 3700, New York, New York 10017-3943 serves as<br />

subadviser. Federated Equity was organized in 2003, and Federated Global was organized in 1995. Federated Equity, Federated<br />

Global and their affiliates serve as investment advisors to a number of investment companies and private accounts. Total assets under<br />

73


management or administration by Federated and its affiliates as of December 31, 2006 were approximately $237 billion. Federated<br />

Equity’s address is Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779.<br />

Federated MDTA LLC (Federated MDTA). Federated MDTA LLC (Federated MDTA) is responsible for the day-to-day management of<br />

the Fund in accordance with the Fund’s investment objectives and policies, including making investment decisions, and buying and<br />

selling securities. Federated MDTA and their affiliates serve as investment advisors to a number of investment companies and private<br />

accounts. Total assets under management of administration by Federated and its affiliates as of December 31, 2006 were<br />

approximately $237 billion. Federated MDTA’s address is 125 Cambridge Park Drive, Cambridge, Massachusetts, 02140.<br />

Goldman Sachs Asset Management, L.P. (GSAM) has been registered as an investment adviser with the SEC since 1990 and is an<br />

affiliate of Goldman, Sachs & Co. (“Goldman Sachs”). As of December 31, 2006, GSAM had assets under management of $627.6<br />

billion. GSAM’s address is 32 Old Slip, New York, New York 10005.<br />

J.P. Morgan Investment Management Inc. (J.P. Morgan) is an indirect wholly-owned subsidiary of J.P. Morgan Chase Co., a publicly<br />

held bank holding company and global financial services firm. JP Morgan manages assets for governments, corporations,<br />

endowments, foundations and individuals worldwide. As of December 31, 2006, J.P. Morgan and its affiliated companies had<br />

approximately $1,013 billion in assets under management worldwide. J.P. Morgan’s address is 245 Park Avenue, New York, New York<br />

10167.<br />

Lee Munder Investments, Ltd. (Lee Munder) was founded in 2000 and is 77% owned by its employees with the remainder of the<br />

firm owned by Castanea Partners. As of December 31, 2006, Lee Munder managed approximately $4.5 billion in assets. Lee<br />

Munder’s address is 200 Clarendon Street, Boston, Massachusetts 02116.<br />

Marsico Capital Management, LLC (Marsico) was organized in September 1997 as a registered investment adviser and became a<br />

wholly-owned indirect subsidiary of Bank of America Corporation in January 2001. Marsico provides investment management<br />

services to other mutual funds and private accounts and, as of December 31, 2006, had approximately $83.7 billion under<br />

management. Thomas F. Marsico is the founder and Chief Executive Officer of Marsico. Marsico’s address is 1200 17th Street, Suite<br />

1600, Denver, Colorado 80202.<br />

Massachusetts Financial Services Company (MFS). MFS and its predecessor organizations have a history of money management<br />

dating from 1924. As of December 31, 2006, the net assets under the management of the MFS organization were approximately<br />

$187 billion. MFS’ address is 500 Boylston Street, Boston, Massachusetts 02116.<br />

Neuberger Berman Management Inc. (Neuberger Berman) is a wholly owned subsidiary of Neuberger Berman Inc. (“NBI”), which is<br />

a wholly owned subsidiary of Lehman Brothers Holdings Inc. (“LBHI”). LBHI, which trades on the New York Stock Exchange under<br />

the ticker symbol “LEH” through its subsidiaries (LBHI and its subsidiaries collectively “Lehman Brothers”), is one of the leading<br />

global investment banks, serving institutional, corporate, government and high net worth individual clients. Lehman Brothers, which<br />

is a registered broker-dealer, futures commission merchant and investment adviser, provides a full array of capital markets products,<br />

investment banking services and investment management and advisory services worldwide. Neuberger Berman and its affiliates had<br />

approximately $126.9 billion in assets under management as of December 31, 2006. Neuberger Berman’s address is 605 Third<br />

Avenue, New York, New York 10158.<br />

Pacific Investment Management Company LLC (PIMCO) a Delaware limited liability company, is a majority-owned subsidiary of<br />

Allianz Global Investors of America L.P., (“AGI LP”). Allianz SE (“Allianz SE”) is the indirect majority owner of AGI LP. Allianz SE is a<br />

European-based, multinational insurance and financial services holding company. As of December 31, 2006, PIMCO managed over<br />

$667.8 billion in assets. PIMCO’s address is 840 Newport Center Drive, Newport Beach, California 92660.<br />

T. Rowe Price Associates, Inc. (T. Rowe Price) and its affiliates managed approximately $334.7 billion in assets as of December 31,<br />

2006, including $41.6 billion in assets managed by T. Rowe Price International, Inc. T. Rowe Price’s address is 100 East Pratt Street,<br />

Baltimore, Maryland 21202.<br />

UBS Global Asset Management (Americas) Inc. (UBS) is a Delaware corporation and an investment adviser registered with the SEC.<br />

As of December 31, 2006, UBS had approximately $142.9 billion in assets under management. UBS is an indirect, wholly owned<br />

subsidiary of UBS AG and a member of the UBS Global Asset Management Division, which had approximately $657.9 billion in<br />

74


assets under management as of December 31, 2006. UBS AG is an internationally diversified organization headquartered in Zurich<br />

and Basel, Switzerland, with operations in many areas of the financial services industry. UBS’ address is One North Wacker Drive,<br />

Chicago, Illinois 60606.<br />

75


PORTFOLIO MANAGERS<br />

Information about the portfolio managers responsible for the day-to-day management of the Fund’s Portfolios is set forth below.<br />

In addition to the information set forth below, the Fund’s Statement of Additional Information (SAI) provides additional information<br />

about each Portfolio Manager’s compensation, other accounts managed by each Portfolio Manager, and each Portfolio Manager’s<br />

ownership of shares of the Fund’s Portfolios.<br />

AST JPMorgan International Equity Portfolio<br />

The portfolio manager responsible for the day-to-day management of the Portfolio is James WT Fisher. Mr. Fisher, a Managing<br />

Director of J.P. Morgan, is a portfolio manager in the Global Portfolios Group based in London. He joined J.P. Morgan in 1985. He<br />

has managed the Portfolio since J. P. Morgan became its subadviser in February 2004.<br />

AST MFS Global Equity Portfolio<br />

David R. Mannheim, a Senior Vice President of MFS, manages the Portfolio. He is the Director of Equity Portfolio Management and<br />

serves on the MFS Investment Management Committee. He participates in the research process and strategy discussions, and<br />

maintains overall responsibility for portfolio construction, final buy and sell decisions, and risk management. Mr.Mannheim joined<br />

MFS in 1988 as an Equity Research Analyst following non-U.S. Securities. He was named a Portfolio Manager in 1992. Prior to<br />

joining MFS, Mr.Mannheim worked as a lending officier for Midlantic National Bank. He has earned a master’s degree from MIT and<br />

a bachelor’s from Amherst College.<br />

Simon Todd, ASIP, CFA, acts as a co-portfolio manager to the Global Equity Portfolio. Mr. Todd is a Vice President of MFS and a<br />

Global Equity Research Analyst. He joined MFS in 2000. Before that, he spent three years as a U.K. and European Equity Analyst for<br />

Phillips Drew in London and one year as a Trainee Chartered Accountant for KPMG in London. Mr. Todd is an Associate of the<br />

Society of Investment Professionals as well as a member of the CFA insititute. He received an M.A. degree from Oxford University,<br />

Brasenose College.<br />

AST Neuberger Berman Small-Cap Growth Portfolio (formerly, AST DeAM Small-Cap Growth Portfolio)<br />

The portfolio manager responsible for the day-to-day management of thePortfolio is David Burshtan. Mr. Burshtan is a Vice President<br />

of Neuberger Berman Management, Inc. and a Managing Director of Neuberger Berman LLC. He joined the firm in 2002. Previously,<br />

he held portfolio manager and analyst positions at Northern Trust, Scudder-Kemper Investments and Texas Commerce Bank. He<br />

began his investment career in 1988 as an analyst at Rotan Mosle. David graduated from Brown University with a B.A. and received<br />

an M.B.A. from the University of Chicago.<br />

AST Federated Aggressive Growth Portfolio<br />

The portfolio managers responsible for management of the Federated Equity portion of the Portfolio are Aash M. Shah, Lawrence<br />

Auriana, Hans P. Utsch and John Ettinger. Mr. Shah has managed the Portfolio since its inception in October 2000. Mr. Shah joined<br />

Federated Equity’s parent company in 1993, has been a Portfolio Manager since 1995, and has been a Vice President of the parent<br />

company since January 1997. Mr. Shah served as an Assistant Vice President of the parent company from 1995 through 1996. Mr.<br />

Auriana has managed the portfolio since May 2002. He and Mr. Utsch are Co-Heads of Federated Global’s Kaufman Investment Area.<br />

They joined Federated Global’s parent company in April 2001. Mr.Auriana was the portfolio manager of The Kaufmann Fund, from<br />

1985 to 2001. From 1984 to 2001, he was the President and Treasurer of Edgemont Asset Management Corp., the adviser to The<br />

Kaufmann Fund. Mr. Auriana has been engaged in the securities business since 1965. Mr.Utsch has managed the portfolio since May<br />

2002. Mr. Utsch was the portfolio manager of The Kaufmann Fund, from 1985 to 2001. From 1984 to 2001, he was Chairman of the<br />

Board and Secretary of Edgemont Asset Management Corp. Mr. Utsch has been engaged in the securities business since 1962. Mr.<br />

Ettinger was named a portfolio manager of the Portfolio in May 2004. Mr. Ettinger has been an investment analyst with Federated<br />

Equity’s parent company since April 2001. He served as an investment analyst with Edgemont Asset Management Corp. from 1996 to<br />

2001.<br />

The portion of the portfolio managed by the Federated MDTA LLC Investment Team (Investment Team), is headed by David M.<br />

Goldsmith, Ph.D., who is primarily responsible for the day-to-day management of the Portfolio. Dr. Goldsmith, Chief Investment<br />

76


Officer, has been the portfolio manager of the Portfolio since May 1, 2007. Dr. Goldsmith joined MDT Advisers (the predecessor to<br />

the subadviser) in 1990. He was responsible for the initial development and launch of the Optimum Q Process which drives the<br />

Federated MDT equity strategies. Dr. Goldsmith currently leads the Investment Team which is responsible for the ongoing<br />

development and implementation of the Optimum Q Process. He received an A.B., Summa Cum Laude, in Economics from<br />

Princeton University, where he won the Wolf Balleison Memorial Prize for the outstanding senior thesis in economics. Dr. Goldsmith<br />

also received a Ph.D. in Economics with a concentration in Finance from Harvard University.<br />

AST Small-Cap Value Portfolio<br />

The portfolio managers responsible for day-to-day management of the portion of the Portfolio managed by J.P. Morgan are<br />

Christopher T. Blum and Dennis S. Ruhl. Mr. Blum, a Managing Director, is a portfolio manager in the U.S. Small Cap Equity Group.<br />

He rejoined the firm in 2001 and is currently responsible for managing structured small-cap core and small-cap value accounts.<br />

Previously, Mr. Blum spent two years as a research analyst responsible for the valuation and acquisition of private equity assets at<br />

Pomona Capital. Prior to that, he spent over three years in the U.S. Structured Equity Group at J.P. Morgan where he focused on<br />

structured small-cap core and small-cap value accounts. Mr. Blum earned his B.B.A. in finance at the Bernard M. Baruch School for<br />

Business and is a CFA charterholder. Mr. Ruhl, a vice president, is a portfolio manager in the U.S. Small Cap Equity Group. An<br />

employee since 1999, his current responsibility includes managing structured small cap core and value accounts. Previously, he<br />

worked on quantitative equity research (focusing on trading) as well as business development. Mr. Ruhl holds dual bachelor’s degrees<br />

in mathematics and computer science and a master’s degree in computer science, all from MIT. Mr. Ruhl serves on the Board of<br />

Directors of Minds Matter, a nonprofit mentoring organization, as well as the MIT Club of New York, and is a CFA charterholder. Mr.<br />

Blum and Mr. Ruhl have managed the Portfolio since J.P. Morgan became one of its subadvisers in November 2004.<br />

R. Todd Vingers serves as the portfolio manager for the portion of the Portfolio managed by Lee Munder. Mr.Vingers joined Lee<br />

Munder in June 2002 as a small cap value portfolio manager. Mr.Vingers has over 16 years of investment experience and most<br />

recently served as vice president and senior portfolio manager for American Century Investments. Prior to joining American Century<br />

Investments, Mr.Vingers was a valuation analyst for the Hawthorne Company. Mr.Vingers earned a B.A. from the University of St.<br />

Thomas and an M.B.A. from the University of Chicago Graduate School of Business. Mr.Vingers is a member of the Institute of<br />

Chartered Financial Analysts and the Association for Investment Management and Research (AIMR). Mr.Vingers has managed the<br />

Portfolio since Lee Munder became one of its subadvisers in November 2004.<br />

Peter Hable is a managing director of ClearBridge and is responsible for the day-to-day management for the portion of the Portfolio<br />

managed by ClearBridge. Mr.Hable has more than 23 years of investment industry experience and has managed the ClearBridge<br />

portion of the Portfolio since its inception. Mr. Hable has a B.S. in Economics from Southern Methodist University and an MBA from<br />

the University of Pennsylvania’s Wharton School of Finance.<br />

David N. Dreman, E. Clifton Hoover and Mark Roach manage the portion of the Portfolio assigned to Dreman. David N. Dreman is<br />

the Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and Co-Lead Portfolio Manager. Mr. Dreman began<br />

his investment career in 1957, and is the founder of Dreman Value Management, LLC. Mr. Dreman serves as the co-lead portfolio<br />

manager. Mr. Dreman founded his first investment firm, Dreman Value Management, Inc., in 1977 and served as its President and<br />

then Chairman to 1995, followed by a similar role at Dreman Value Advisors, Inc. from 1995 to 1997.<br />

E. Clifton Hoover has over 20 years of experience in the investment management industry. He has built his career on the low P/E<br />

approach to investing, that is at the center of the Dreman philosophy. Prior to joining Dreman Value Management LLC. Mr. Hoover<br />

was a Managing Director and Portfolio Manager at NFJ Investment Group. In this role Mr. Hoover managed a Dividend Value<br />

portfolio and Small Cap portfolio. In addition, he assisted with consultant relationship building and retail channel support for both<br />

mutual fund and wrap accounts. Mr. Hoover also has experience from Credit Lyonnais where he was responsible for the financial<br />

analysis and client servicing of a $5 billion diversified corporate portfolio, involving various debt instruments and equity investments.<br />

At Citibank Financial where he worked earlier in his career, Mr. Hoover gained experience as a Financial Analyst. In this position he<br />

was responsible for the in-depth financial analysis of US companies and their respective industries with regard to potential debt or<br />

equity transactions. At RepublicBank where Mr. Hoover began his career in finance he worked as a Credit Analyst a progressed up<br />

the ranks to Vice President of Corporate Banking. Mr. Hoover graduated from Texas Tech University in 1984 with his BBA in Finance.<br />

He then went on to complete his MS in Finance at Texas Tech the following year.<br />

Mark Roach is a Managing Director of Dreman. Mark Roach joined Dreman Value Management in November 2006 as a Managing<br />

Director and Portfolio Manager of Small and Mid Cap products. Prior to joining Dreman, Mr. Roach was a Portfolio Manager at<br />

Vaughan Nelson Investment Management, managing a small cap product from 2002 through 2006. In April of 2006, Mr. Roach was<br />

also given the responsibility for the management of the newly seeded MidCap product with approximately $770 million in assets<br />

which was benchmarked against the Russell Mid Cap Value Index and the Russell 2500 Value Index. Mr. Roach has significant<br />

77


experience in working with institutions, pensions and endowments and is well known in the consulting and high net worth<br />

community. Mr. Roach served as a security analyst from 1997 to 2001 for various institutions including Fifth-Third Bank, Lynch, Jones<br />

Ryan and USAA. Mr. Roach also serves as a Board Member on the Rice University Wright Fund since 2003. He has an MBA from the<br />

University of Chicago’s Graduate School of Business and a bachelors Degree from the Baldwin Wallace College.<br />

AST DeAM Small-Cap Value Portfolio<br />

AST DeAM Large-Cap Value Portfolio<br />

Robert Wang, Julie Abbett and Jin Chen, CFA, are the portfolio managers for the Portfolios. Mr. Wang, a Managing Director of DIMA,<br />

joined DIMA in 1995 and serves as Head of Quantitative Strategies Portfolio Management: New York. Ms. Abbett, a Director of<br />

DIMA, joined DIMA in 2000 and is a senior portfolio manager for Active Quantitative Equity: New York. Ms. Abbett has served as a<br />

portfolio manager of the Portfolios since July 2002. Ms. Chen, a Director of DIMA, joined DIMA in 1999 and is a senior portfolio<br />

manager for Active Quantitative Equity: New York. Ms. Chen has served as a portfolio manager for the Portfolios since March 2005.<br />

AST Goldman Sachs Mid-Cap Growth Portfolio<br />

The portfolio managers responsible for the day-to-day management of the Portfolio is Steve Barry, Dave Shell and Greg Ekizian.<br />

Steven M. Barry is a Managing Director/Partner of Goldman, Sachs & Co. He is a Chief Investment Officer and a senior portfolio<br />

manager for the Growth Team. He has primary responsibility for investment research in industrials and multi-industry companies. He<br />

is also responsible for the team’s Mid Cap Growth strategy. Prior to joining Goldman Sachs in June 1999, he was a portfolio manager<br />

at Alliance Capital Management. During Steve’s eleven year tenure at Alliance, he managed growth portfolios with varying mandates<br />

including Small Capitalization, All-Capitalization, and Mid-Capitalization. His past experiences also include 3 years with Hutton<br />

Asset Management. He graduated from Boston College in 1985 with a B.A. in Mathematics and Economics.<br />

David G. Shell is a Managing Director/Partner of Goldman, Sachs & Co. He is a Chief Investment Officer and a senior portfolio<br />

manager for the Growth Team. He has primary responsibility for investment research in entertainment, cable television, broadcasting,<br />

telecommunications, and wireless communications. Dave was a senior portfolio manager at Liberty Investment Management prior to<br />

Goldman Sachs Asset Management’s acquisition of Liberty in January 1997. He joined Liberty’s predecessor firm, Eagle Asset<br />

Management, in 1987. Dave graduated from the University of South Florida in 1987 with a B.A. in Finance.<br />

Gregory H. Ekizian is a Chief Investment Officer and a senior portfolio manager for the Growth Team. He has primary responsibility<br />

for investment research in the consumer discretionary and health care industries. Greg was a senior portfolio manager at Liberty<br />

Investment Management prior to Goldman Sachs Asset Management’s acquisition of Liberty in January 1997. He joined Liberty’s<br />

predecessor firm, Eagle Asset Management, in 1990. His prior experience includes investment research analysis, portfolio<br />

management and mergers and acquisitions analysis with Shearson Lehman Hutton and PaineWebber. Greg is a 1985 graduate of<br />

Lehigh University and received his M.B.A. in Finance at the University of Chicago Graduate School of Business in 1990.<br />

AST Neuberger Berman Mid-Cap Growth Portfolio<br />

The Portfolio is managed by Kenneth J. Turek. Mr. Turek has managed or co-managed two equity mutual funds and other equity<br />

portfolios for several other investment managers since 1985. Mr. Turek is a Vice President of NB Management and a Managing<br />

Director of Neuberger Berman, LLC.<br />

AST MFS Growth Portfolio<br />

The portfolio manager responsible for the management of the Portfolio is Stephen Pesek. Mr. Pesek, a Senior Vice President of MFS,<br />

has managed the Portfolio since its inception and has been employed by MFS in the investment management area since 1994.<br />

AST Marsico Capital Growth Portfolio<br />

Thomas F. Marsico is the Chief Investment Officer of Marsico Capital Management and manages the Portfolio. Mr. Marsico has over<br />

20 years of experience as a securities analyst and a portfolio manager.<br />

78


AST Cohen & Steers Realty Portfolio<br />

The portfolio managers responsible for the day-to-day management of the Portfolio are: Martin Cohen, Robert H. Steers, Joseph M.<br />

Harvey and James S. Corl.<br />

Martin Cohen, co-chairman and co-CEO, is a senior portfolio manager for all of Cohen Steers’ portfolios and a member of the firm’s<br />

investment committee. He has 31 years of experience. Prior to co-founding the firm in 1986 with Mr. Steers, Mr. Cohen was a senior<br />

vice president and portfolio manager at National Securities and Research Corporation from 1984 to 1986, where, in 1985, he and<br />

Mr. Steers organized and managed the nation’s first real estate securities mutual fund. Mr. Cohen has a BS degree from the City<br />

College of New York and an MBA degree from New York University. He has served as a member of the Board of Governors of the<br />

National Association of Real Estate Investment Trusts. In 2001, he was the recipient of the National Association of Real Estate<br />

Investment Trusts Industry Achievement Award. He is based in New York.<br />

Robert H. Steers, co-chairman and co-CEO, is a senior portfolio manager for all of Cohen Steers’ portfolios and a member of the<br />

firm’s investment committee. He has 30 years of experience. Prior to co-founding the firm in 1986 with Mr. Cohen, Mr. Steers was a<br />

senior vice president and the chief investment officer of National Securities and Research Corporation from 1982 to 1986, where, in<br />

1985, he and Mr. Cohen organized and managed the nation’s first real estate securities mutual fund. Mr. Steers has a BS degree from<br />

Georgetown University and an MBA degree from George Washington University. He is based in New York.<br />

Joseph M. Harvey, president, is global chief investment officer and senior portfolio manager for all of Cohen Steers’ portfolios and a<br />

member of the firm’s investment committee. He has 20 years of experience. Prior to joining the firm in 1992, Mr. Harvey was a vice<br />

president with Robert A. Stanger Co. for five years, where he was an analyst specializing in real estate and related securities for the<br />

firm’s research and consulting activities. Mr. Harvey has a BSE degree from Princeton University. He is based in New York.<br />

James Corl, executive vice president, is the chief investment officer for all of Cohen Steers’ real estate securities portfolios, a portfolio<br />

manager for the firm’s global and international real estate securities portfolios and a member of the investment committee. He has 17<br />

years of experience. Prior to joining the firm in 1997, Mr. Corl was a vice president and co-portfolio manager for two years with<br />

Heitman/PRA Securities Advisors, a REIT fund manager. Previously, he was an associate in the real estate investment banking group<br />

of Credit Suisse First Boston, where he specialized in the initial public offerings of REITs. Mr. Corl has a BA degree with honors from<br />

Stanford University and an MBA degree from the Wharton School. He is based in New York.<br />

Cohen & Steers utilizes a team-based approach in managing the Portfolio. Mr.Cohen, Mr. Steers and Mr. Harvey are the leaders of<br />

this team and they act in a supervisory capacity. Mr. Corl directs and supervises the execution of the Portfolio’s investment strategy,<br />

and leads and guides the other members of the real estate securities investment team. In addition, Mr. Corl serves as chief investment<br />

officer of real estate securities investment management for Cohen & Steers and in this role he oversees Cohen & Steers’ securities<br />

research analysts.<br />

AST T. Rowe Price Natural Resources Portfolio<br />

T. Rowe Price manages the Portfolio through an Investment Advisory Committee. The Committee Chairman has day-to-day<br />

responsibility for managing the Portfolio and works with the Committee in developing and executing the Portfolio’s investment<br />

program.Charles M. Ober is the Investment Advisory Committee Chairman for the Portfolio.<br />

Mr. Ober is a Vice President of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc. He is also a Portfolio Manager and<br />

Research Analyst in the Equity Division. As an analyst, he covers global energy majors. Mr. Ober is President of the T. Rowe Price<br />

New Era Fund and Chairman of the Fund’s Investment Advisory Committee. He also serves as a Vice President and Investment<br />

Advisory Committee member of the T. Rowe Price Real Estate Fund. Before joining the firm in 1980, Mr. Ober was employed as an<br />

Equity Analyst with Morgan Guaranty Trust in New York for five years, during which period he followed 12 industries. Mr. Ober<br />

earned a B.A. from Cornell University and an M.B.A. in Finance from Columbia University. He has also earned the Chartered<br />

Financial Analyst accreditation.<br />

AST UBS Dynamic Alpha Portfolio (formerly, AST Global Allocation Portfolio)<br />

Brian D. Singer is the lead portfolio manager for the Portfolio. Mr. Singer has access to certain members of the UBS fixed-income and<br />

equities investment management teams, each of whom is allocated a specified portion of the portfolio over which he or she has<br />

independent responsibility for research, security selection, and portfolio construction. The team members also have access to<br />

79


additional portfolio managers and analysts within the various asset classes and markets in which the Portfolio invests. Mr. Singer, as<br />

lead portfolio manager and coordinator for management of the Portfolio, has responsibility for allocating the Portfolio’s assets among<br />

the various managers and analysts, occasionally implementing trades on behalf of analysts on the team and reviewing the overall<br />

composition of the Portfolio to ensure its compliance with its stated investment objectives and strategies.<br />

Mr. Singer is the Chief Investment Officer, Americas, at UBS Global Asset Management. Mr. Singer is a member of the UBS Group<br />

Managing Board of UBS Global Asset Management (Americas) and portfolio manager of the UBS Global Allocation Fund since 2000<br />

and the UBS Dynamic Alpha Fund since its inception in 2005.<br />

AST T. Rowe Price Global Bond Portfolio<br />

The Portfolio has an investment advisory group that has day-to-day responsibility for managing the Portfolio and developing and<br />

executing the Portfolio’s investment program. The advisory group consists of Ian Kelson, Christopher Rothery, Daniel O. Shackelford,<br />

Brian Brennan and Michael Conelius.<br />

Mr. Kelson is the lead member of the Portfolio’s advisory group, responsible for implementing and monitoring the Portfolio’s overall<br />

investment strategy. Mr. Kelson joined T. Rowe Price International in November 2000 and is the firm’s Head of International Fixed<br />

Income. From 1989 to 1999, Mr. Kelson was Head of Fixed Income at Morgan Grenfell/Deutsche Asset Management (“Morgan<br />

Grenfell”) where he was responsible for $50 billion in global fixed income assets.<br />

Mr. Rothery joined T. Rowe Price International in 1994 and has 16 years of experience managing multi-currency fixed-income<br />

portfolios. Mr. Rothery is responsible for making recommendations regarding the Portfolio’s non-U.S. investment grade investments.<br />

Mr. Shackelford joined T. Rowe Price in 1999; prior to that he was the Principal and Head of Fixed Income for Investment Counselors<br />

of Maryland.<br />

Mr. Brennan joined T. Rowe Price in 2000; prior to that he was a fixed income manager at Howard Hughes Medical Institute.<br />

Mr. Shackelford and Mr. Brennan are responsible for making recommendations regarding the fund’s U.S. investment-grade<br />

investments. Mr. Conelius joined T. Rowe Price International in 1995 and focuses on the Portfolio’s emerging market sovereign debt<br />

investments.<br />

AST PIMCO Limited Maturity Bond Portfolio<br />

Paul A. McCulley is managing director, generalist portfolio manager, member of the investment committee and head of PIMCO’s<br />

Short-Term Desk. He also leads PIMCO’s Cyclical Economic Forum and is author of the monthly research publication Fed Focus. Mr.<br />

McCulley joined the firm in 1999, previously serving as Chief Economist for the Americas for UBS Warburg. From 1996 and 1998, he<br />

was named to six seats on the Institutional Investor All-America Fixed Income Research team. He has twenty-one years of investment<br />

experience and holds a bachelor’s degree from Grinnell College and an MBA from Columbia University Graduate School of Business.<br />

80


HOW TO BUY AND SELL SHARES OF THE PORTFOLIOS<br />

PURCHASING SHARES OF THE PORTFOLIOS<br />

The way to invest in the Portfolios is through certain variable life insurance and variable annuity contracts. Together with this<br />

prospectus, you should have received a prospectus for such a Contract. You should refer to that prospectus for further information on<br />

investing in the Portfolios.<br />

Shares are redeemed for cash within seven days of receipt of a proper notice of redemption or sooner if required by law. There is no<br />

redemption charge. We may suspend the right to redeem shares or receive payment when the New York Stock Exchange (NYSE) is<br />

closed (other than weekends or holidays), when trading on the NYSE is restricted, or as permitted by the SEC.<br />

FREQUENT PURCHASES OR REDEMPTIONS OF PORTFOLIO SHARES<br />

The Fund is part of the group of investment companies advised by PI that seeks to prevent patterns of frequent purchases and<br />

redemptions of shares by its investors (the “PI funds”). Each Asset Allocation Portfolio discussed in this prospectus, which invests<br />

primarily in one or more Underlying Portfolios, may as a result own a significant portion of the shares of one or more Underlying<br />

Portfolios. To the extent shares of the Underlying Portfolios are held by the Asset Allocation Portfolios, the Underlying Portfolios’<br />

policies and procedures designed to discourage or prevent frequent trading by investors are enforced by the Asset Allocation Funds<br />

rather than by the Underlying Portfolios. Transactions by the Asset Allocation Portfolios may be disruptive to the management of an<br />

Underlying Portfolio. For example, in order to handle large flows of cash in and out of an Asset Allocation Portfolio, the Investment<br />

Managers may need to allocate more assets to cash or other short-term investments or redeem shares of an Underlying Portfolio.<br />

Purchases and sales of shares of the Underlying Portfolios by an Asset Allocation Portfolio in furtherance of an Asset Allocation<br />

Portfolio’s investment objective are not considered to be frequent or short-term trading.<br />

Frequent purchases and redemptions may adversely affect performance and the interests of long-term investors. When an investor<br />

engages in frequent or short-term trading, the PI funds may have to sell portfolio securities to have the cash necessary to pay the<br />

redemption amounts. This can happen when it is not advantageous to sell any securities, so the PI funds’ performance may be hurt.<br />

When large dollar amounts are involved, frequent trading can also make it difficult to use long-term investment strategies because the<br />

PI funds cannot predict how much cash they will have to invest. In addition, if a PI fund is forced to liquidate investments due to<br />

short-term trading activity, it may incur increased brokerage and tax costs.<br />

Similarly, the PI funds may bear increased administrative costs as a result of the asset level and investment volatility that accompanies<br />

patterns of short-term trading. Moreover, frequent or short-term trading by certain investors may cause dilution in the value of PI fund<br />

shares held by other investors. PI funds that invest in foreign securities may be particularly susceptible to frequent trading, because<br />

time zone differences among international stock markets can allow an investor engaging in short-term trading to exploit fund share<br />

prices that may be based on closing prices of foreign securities established some time before the fund calculates its own share price.<br />

PI funds that invest in certain fixed income securities, such as high-yield bonds or certain asset-backed securities, may also constitute<br />

effective vehicles for an investor’s frequent trading strategies.<br />

The Boards of Directors of the PI funds, including the Fund, have adopted policies and procedures designed to discourage or prevent<br />

frequent trading by investors. The policies and procedures for the Fund are limited, however, because <strong>Prudential</strong> and other insurance<br />

companies maintain the individual contract owner accounts for investors in the Fund’s Portfolios. In particular, each insurance<br />

company submits to the Fund transfer agent aggregate orders combining the transactions of many investors, and therefore the Fund<br />

and its transfer agent cannot monitor investments by individual investors. The policies and procedures require the Fund to<br />

communicate in writing to each investing insurance company that the Fund expects the insurance company to impose restrictions on<br />

transfers by contract owners. In addition, the Fund receives reports on the trading restrictions imposed by <strong>Prudential</strong> and its affiliates<br />

on variable contract owners investing in the Portfolios, and the Fund monitors the aggregate cash flows received from unaffiliated<br />

insurance companies. The Fund also employs fair value pricing procedures to deter frequent trading. Finally, the Fund and its transfer<br />

agent reserve the right to reject all or a portion of a purchase order from an investing insurance company. If a purchase order is<br />

rejected, the purchase amount will be returned to the insurance company.<br />

Investors seeking to engage in frequent trading activities may use a variety of strategies to avoid detection and, despite the efforts of<br />

the Fund and the insurance companies to prevent such trading, there is no guarantee that the Fund or the insurance companies will<br />

be able to identify these investors or curtail their trading practices. Therefore, some Fund investors may be able to engage in frequent<br />

trading, and, if they do, the other Fund investors would bear any harm caused by that frequent trading. The Fund does not have any<br />

arrangements intended to permit trading in contravention of the policies described above.<br />

Each Asset Allocation Portfolio discussed in this prospectus, which invests primarily in one or more Underlying Portfolios, may, as a<br />

81


esult, own a significant portion of the shares of one or more Underlying Portfolios. To the extent shares of the Underlying Portfolios<br />

are held by the Asset Allocation Portfolios, the Underlying Portfolios’ policies and procedures designed to discourage or prevent<br />

frequent trading by investors are enforced by the Asset Allocation Portfolios rather than by the Underlying Portfolios. Transactions by<br />

the Asset Allocation Portfolios may be disruptive to the management of an Underlying Portfolio. For example, in order to handle large<br />

flows of cash in and out of an Asset Allocation Portfolio, the Managers may need to allocate more assets to cash or other short-term<br />

investments or redeem shares of an Underlying Portfolio. Reallocations in the Underlying Portfolios by an Asset Allocation Portfolio<br />

in furtherance of an Asset Allocation Portfolios’ investment objective are not considered to be frequent or short-term trading.<br />

For information about the trading limitations applicable to you, please see the prospectus for your variable contract or contact your<br />

insurance company.<br />

NET ASSET VALUE<br />

Any purchase or sale of Portfolio shares is made at the net asset value, or NAV, of such shares. The price at which a purchase or<br />

redemption is made is based on the next calculation of the NAV after the order is received in good order. The NAV of each share<br />

class of each Portfolio is determined on each day the NYSE is open for trading as of the close of the exchange’s regular trading session<br />

(which is generally 4:00 p.m. New York time). The NYSE is closed on most national holidays and Good Friday. The Fund does not<br />

price, and shareholders will not be able to purchase or redeem, the Fund’s shares on days when the NYSE is closed but the primary<br />

markets for the Fund’s foreign securities are open, even though the value of these securities may have changed. Conversely, the Fund<br />

will ordinarily price its shares, and shareholders may purchase and redeem shares, on days that the NYSE is open but foreign<br />

securities markets are closed.<br />

The securities held by each of the Fund’s portfolios are valued based upon market quotations or, if not readily available, at fair value<br />

as determined in good faith under procedures established by the Fund’s Board of Trustees. The Fund may use fair value pricing if it<br />

determines that a market quotation is not reliable based, among other things, on market conditions that occur after the quotation is<br />

derived or after the closing of the primary market on which the security is traded, but before the time that the NAV is determined.<br />

This use of fair value pricing most commonly occurs with securities that are primarily traded outside of the U.S., because such<br />

securities present time-zone arbitrage opportunities when events or conditions affecting the prices of specific securities or the prices<br />

of securities traded in such markets generally occur after the close of the foreign markets but prior to the time that a Portfolio<br />

determines its NAV.<br />

The Fund may also use fair value pricing with respect to U.S. traded securities if, for example, trading in a particular security is halted<br />

and does not resume before a Portfolio calculates its NAV or the exchange on which a security is traded closes early. In addition, fair<br />

value pricing is used for securities where the pricing agent or principal market maker does not provide a valuation or methodology or<br />

provides a valuation or methodology that, in the judgment of the Manager (or Subadviser) does not represent fair value. Different<br />

valuation methods may result in differing values for the same security. The fair value of a portfolio security that a Portfolio uses to<br />

determine its NAV may differ from the security’s published or quoted price. If a Portfolio needs to implement fair value pricing after<br />

the NAV publishing deadline but before shares of the Portfolio are processed, the NAV you receive or pay may differ from the<br />

published NAV price. For purposes of computing the Fund’s NAV, we will value the Fund’s futures contracts 15 minutes after the<br />

close of regular trading on the NYSE. Except when we fair value securities, we normally value each foreign security held by the Fund<br />

as of the close of the security’s primary market.<br />

Fair value pricing procedures are designed to result in prices for a Portfolio’s securities and its NAV that are reasonable in light of the<br />

circumstances which make or have made market quotations unavailable or unreliable, and to reduce arbitrage opportunities<br />

available to short-term traders. There is no assurance, however, that fair value pricing will more accurately reflect the market value of<br />

a security than the market price of such security on that day or that it will prevent dilution of a Portfolio’s NAV by short-term traders.<br />

The NAV for each of the Portfolios other than the Money Market Portfolio is determined by a simple calculation. It’s the total value of<br />

a Portfolio (assets minus liabilities) divided by the total number of shares outstanding. The NAV for the Money Market Portfolio will<br />

ordinarily remain at $1 per share. (The price of each share remains the same but you will have more shares when dividends are<br />

declared.)<br />

To determine a Portfolio’s NAV, its holdings are valued as follows:<br />

Equity Securities for which the primary market is on an exchange (whether domestic or foreign) shall be valued at the last sale price<br />

on such exchange or market on the day of valuation or, if there was no sale on such day, at the mean between the last bid and asked<br />

prices on such day or at the last bid price on such day in the absence of an asked price. Securities included within the NASDAQ<br />

market shall be valued at the NASDAQ official closing price (NOCP) on the day of valuation, or if there was no NOCP issued, at the<br />

last sale price on such day. Securities included within the NASDAQ market for which there is no NOCP and no last sale price on the<br />

82


day of valuation shall be valued at the mean between the last bid and asked prices on such day or at the last bid price on such day in<br />

the absence of an asked price. Equity securities that are not sold on an exchange or NASDAQ are generally valued by an<br />

independent pricing agent or principal market maker.<br />

A Portfolio may own securities that are primarily listed on foreign exchanges that trade on weekends or other days when the<br />

Portfolios do not price their shares. Therefore, the value of a Portfolio’s assets may change on days when shareholders cannot<br />

purchase or redeem Portfolio shares.<br />

All short-term debt securities held by the Money Market Portfolio are valued at amortized cost. The amortized cost valuation method<br />

is widely used by mutual funds. It means that the security is valued initially at its purchase price and then decreases in value by equal<br />

amounts each day until the security matures. It almost always results in a value that is extremely close to the actual market value. The<br />

Fund’s Board of Trustees has established procedures to monitor whether any material deviation between valuation and market value<br />

occurs and if so, will promptly consider what action, if any, should be taken to prevent unfair results to Contract owners.<br />

For each Portfolio other than the Money Market Portfolio, short-term debt securities, including bonds, notes, debentures and other<br />

debt securities, and money market instruments such as certificates of deposit, commercial paper, bankers’ acceptances and<br />

obligations of domestic and foreign banks, with remaining maturities of more than 60 days, for which market quotations are readily<br />

available, are valued by an independent pricing agent or principal market maker (if available, otherwise a primary market dealer).<br />

Short-term debt securities with remaining maturities of 60 days or less are valued at cost with interest accrued or discount amortized<br />

to the date of maturity, unless such valuation, in the judgment of PI or a subadviser, does not represent fair value.<br />

Convertible debt securities that are traded in the over-the-counter market, including listed convertible debt securities for which the<br />

primary market is believed by PI or a subadviser to be over-the-counter, are valued at the mean between the last bid and asked prices<br />

provided by a principal market maker (if available, otherwise a primary market dealer).<br />

Other debt securities — those that are not valued on an amortized cost basis — are valued using an independent pricing service.<br />

Options on stock and stock indexes that are traded on a national securities exchange are valued at the last sale price on such<br />

exchange on the day of valuation or, if there was no such sale on such day, at the mean between the most recently quoted bid and<br />

asked prices on such exchange.<br />

Futures contracts and options on futures contracts are valued at the last sale price at the close of the commodities exchange or<br />

board of trade on which they are traded. If there has been no sale that day, the securities will be valued at the mean between the<br />

most recently quoted bid and asked prices on that exchange or board of trade.<br />

Forward currency exchange contracts are valued at the cost of covering or offsetting such contracts calculated on the day of<br />

valuation. Securities which are valued in accordance herewith in a currency other than U.S. dollars shall be converted to U.S. dollar<br />

equivalents at a rate obtained from a recognized bank, dealer or independent service on the day of valuation.<br />

Over-the-counter (OTC) options are valued at the mean between bid and asked prices provided by a dealer (which may be the<br />

counterparty). A subadviser will monitor the market prices of the securities underlying the OTC options with a view to determining<br />

the necessity of obtaining additional bid and ask quotations from other dealers to assess the validity of the prices received from the<br />

primary pricing dealer.<br />

DISTRIBUTOR<br />

The Trust currently sells its shares only to insurance company separate accounts to fund variable annuity and variable life insurance<br />

contracts. The Trust has no principal underwriter or distributor.<br />

83


OTHER INFORMATION<br />

FEDERAL INCOME TAXES<br />

Each Portfolio currently intends to be treated as a partnership for federal income tax purposes. As a result, each Portfolio’s income,<br />

gains, losses, deductions, and credits will be “passed through” pro rata directly to the participating insurance companies and retain<br />

the same character for federal income tax purposes. Distributions may be made to the various separate accounts of the Participating<br />

Insurance Companies in the form of additional shares (not in cash).<br />

Holders of variable annuity contracts or variable life insurance policies should consult the prospectuses of their respective contracts<br />

or policies for information on the federal income tax consequences to such holders. In addition, variable contract owners may wish<br />

to consult with their own tax advisors as to the tax consequences of investments in the Fund, including the application of state and<br />

local taxes.<br />

MONITORING FOR POSSIBLE CONFLICTS<br />

The Fund sells its shares to fund variable life insurance contracts and variable annuity contracts and is authorized to offer its shares to<br />

qualified retirement plans. Because of differences in tax treatment and other considerations, it is possible that the interest of variable<br />

life insurance contract owners, variable annuity contract owners and participants in qualified retirement plans could conflict. The<br />

Fund will monitor the situation and in the event that a material conflict did develop, the Fund would determine what action, if any, to<br />

take in response.<br />

DISCLOSURE OF PORTFOLIO HOLDINGS<br />

A description of the Fund’s policies and procedures with respect to the disclosure of each Portfolio’s portfolio securities is described<br />

in the Fund’s SAI and on the Fund’s website.<br />

84


FINANCIAL HIGHLIGHTS<br />

INTRODUCTION<br />

The financial highlights which follow will help you evaluate the financial performance of each Portfolio available under your<br />

Contract. The total return in each chart represents the rate that a shareholder earned on an investment in that share class of the<br />

Portfolio, assuming reinvestment of all dividends and other distributions. The charts do not reflect any charges under any variable<br />

contract. Because Contract Charges are not included, the actual return that you will receive will be lower than the total return in<br />

each chart.<br />

The financial highlights for the years ended December 31, 2006, 2005 and 2004 were part of the financial statements audited by<br />

KPMG LLP, the Fund’s independent registered public accounting firm, whose reports on these financial statements were unqualified.<br />

The financial highlights for the periods presented through December 31, 2003 were part of financial statements audited by another<br />

independent registered public accounting firm whose reports on those financial statements were unqualified.<br />

85


Financial Highlights<br />

Financial Highlights<br />

AST JPMorgan International Equity<br />

–––——————————––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

AST International Value<br />

–––——————————––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December Year Ended 31,<br />

–––——————————––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

December 31,<br />

–––——————————––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

2006– 2005 –——— 2004 –———— — 2003 –——— — 2002 –———<br />

Per Share Operating Performance:<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20.10 $18.31 $15.81 $12.22 $15.07<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14.92 –——— –———— –——— –———<br />

Income (Loss) From Investment Operations:<br />

–<br />

$13.31<br />

–———<br />

$11.15<br />

–————<br />

$<br />

—<br />

8.38<br />

–———<br />

$10.10<br />

— –———<br />

Income (Loss) From Investment Operations:<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.36 0.24 0.22 0.14 0.10<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.16 0.23 0.13 0.11 0.06<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . 4.18 1.75 2.46 3.56 (2.87)<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . . 3.91 –——— –———— –——— –———<br />

– –———<br />

1.57<br />

–————<br />

2.19<br />

—<br />

2.71<br />

–——— —<br />

(1.78)<br />

–———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.54 –———<br />

1.99<br />

–————<br />

2.68 3.70<br />

–——— (2.77)<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.07 –———<br />

Less Dividends and Distributions:<br />

– –———<br />

1.80<br />

–————<br />

2.32<br />

—<br />

2.82<br />

–——— —<br />

(1.72)<br />

–———<br />

Dividends Less Dividends from net and investment Distributions: income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.20) (0.18) (0.11) (0.08)<br />

Dividends Distributions from . . net . . . investment . . . . . . . . . income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.27) — (0.19)<br />

– –———<br />

— (0.16)<br />

–————<br />

— (0.05)<br />

— –———<br />

—<br />

— –———<br />

—<br />

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.15)<br />

Total dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.27) – (0.20) –———<br />

—<br />

–————<br />

—<br />

–——— –————<br />

(0.18) — (0.11) –———<br />

—<br />

—<br />

–——— (0.08) –———<br />

—<br />

Total dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.15) –———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $24.37 –<br />

(0.19) $20.10 –——— $18.31 –————<br />

(0.16) $15.81 —<br />

(0.05)<br />

–——— $12.22 — –———<br />

—<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18.84 –——— –———— –——— –———<br />

Total Investment Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22.79% $14.92 $13.31 $11.15 $ 8.38<br />

– 11.01% –——— 17.11% –———— — 30.60% –——— — (18.42)% –———<br />

Total Ratios/Supplemental Investment Return(a) Data: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27.45% 13.71% 21.04% 33.91% (17.03)%<br />

Ratios/Supplemental Net assets, end of year Data: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $524.2 $469.4 $379.6 $339.0 $316.2<br />

Ratios Net assets, to average end ofnet year assets: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,038.6 $258.6 $193.7 $172.1 $129.0<br />

Ratios Expenses to average After net Advisory assets: Fee Waiver and Reimbursement . . . . . . . . . 1.02% 1.07% 1.13%(b) 1.14%(b) 1.21%(b)<br />

Expenses Before After Advisory Advisory Fee Fee Waiver Waiver and and Expense ExpenseReimbursement . . . . . . . . . . 1.03% 1.13% 1.07% 1.13% 1.13%(b) 1.22%(b) 1.14%(b) 1.12%(b) 1.21%(b) 1.34%(b)<br />

Net Expenses investment Before income Advisory . . . Fee . . . . Waiver . . . . . . and . . . Expense . . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . . . 1.13% 1.54% 1.26% 1.41% 1.37%(b) 1.34% 1.27%(b) 1.02% 0.84% 1.44%(b)<br />

Portfolio Net investment turnover rate income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.03% 16% 2.11% 7% 1.08% 91% 1.22% 50% 0.59% 50%<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 108% 30% 242% 138% 354%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes<br />

(a) reinvestment Total investment of dividends return is calculated and distributions assuming and a does purchase not reflect of shares the on effect the first of insurance day and a contract sale on charges. the last day Total of return each year does reported not reflect and expenses includes<br />

reinvestment associated with of the dividends separate and account distributions such as and administrative does not reflect fees, account the effect charges of insurance and surrender contract charges. which, Total if return reflected, does would not reflect reduce expenses the total<br />

associated returns for all with periods the separate shown. account Performance such figures as administrative may reflect fees, voluntary account fee charges waivers and/or surrender expense charges reimbursements. which, if reflected, In the absence would reduce of voluntary the total fee<br />

returns waivers for and/or all periods expense shown. reimbursements, Performance the figures total may return reflect would voluntary be lower. fee Past waivers performance and/or expense is no guarantee reimbursements. of future In results. the absence of voluntary fee<br />

(b) waivers Includes and/or commissions expense received reimbursements, by American the Skandia total return Marketing, would be Inc. lower. under Past the performance Portfolio’s Distribution no guarantee Plan. The of future Distribution results. Plan was terminated by<br />

(b) the Includes Boardcommissions of Trustees of received the Trust by effective American November Skandia 18, Marketing, 2004. Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

AST International Growth<br />

–––——————————––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

AST MFS Global Equity<br />

–––——————————––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December Year Ended 31,<br />

–––——————————––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

December 31,<br />

–––——————————––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

–——— –———— –——— –———<br />

Per Share Operating Performance:<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Net Per Asset Share Value, Operating beginning Performance: of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13.85 $12.01<br />

–———<br />

$10.44<br />

–———— 7.46<br />

–——— $10.39<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.98 –———<br />

Income (Loss) From Investment Operations:<br />

–<br />

$12.11<br />

–———<br />

$10.25<br />

–————<br />

$<br />

—<br />

8.08<br />

–———<br />

$<br />

—<br />

9.21<br />

–———<br />

Net Income investment (Loss) income From Investment (loss) . . . . Operations:<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.08 0.07 0.06 (0.06) 0.11<br />

Net realized investment and income unrealized . . . . gain . . . .(loss) . . . . . on . . investments . . . . . . . . . . ... .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . 2.80 0.25 –———<br />

1.90 0.08<br />

–————<br />

1.62 0.04 0.02 3.04<br />

–——— (2.71) 0.02<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . . 2.71 –———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.88– –———<br />

0.82<br />

1.97 –————<br />

1.84<br />

1.68 —<br />

2.17<br />

2.98 –——— —<br />

(1.15)<br />

(2.60) –———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.96 –——— –———— –——— –———<br />

Less Dividends and Distributions:<br />

– –———<br />

0.90<br />

–————<br />

1.88<br />

—<br />

2.19<br />

–——— —<br />

(1.13)<br />

–———<br />

Dividends Less Dividends from net and investment Distributions: income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.13) (0.11) — (0.33)<br />

Distributions Dividends from . . net . . . investment . . . . . . . . . income . . . . . . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . (0.18) — (0.03) –——— (0.02)<br />

–———— (0.02) –——— –———<br />

—<br />

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.34) — — — —<br />

Total dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.18) – (0.13) –——— –————<br />

–——— –————<br />

(0.11) — –——— –———<br />

— — (0.33) –———<br />

Total dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.34) –———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16.55 –<br />

(0.03) $13.85 –——— $12.01 –————<br />

(0.02) $10.44 —<br />

(0.02)<br />

–——— — 7.46 –———<br />

—<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14.60 $12.98 –——— $12.11 –———— $10.25 –——— $ 8.08 –———<br />

Total Investment Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.97% – 16.56% –——— 16.15% –———— — 39.95% –——— — (25.67)% –———<br />

Total Investment Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24.30% 7.57% 18.39% 27.14% (12.26)%<br />

Ratios/Supplemental Data:<br />

Ratios/Supplemental Net assets, end of year Data: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $2,280.5 $1,811.2 $1,342.9 $641.5 $318.8<br />

Net Ratios assets, to average end ofnet year assets: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $250.6 $152.7 $166.3 $102.9 $60.2<br />

Ratios Expenses to average After net Advisory assets: Fee Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.10% 1.08% 1.15%(b) 1.24%(b) 1.32%(b)<br />

Expenses After Before Advisory Advisory Fee Fee Waiver Waivers and . . Expense . . . . . . . Reimbursement . . . . . . . . . . . . . .. .. .. .. .. .. .. .. .. . 1.21% 1.15% 1.26% 1.18% 1.35%(b) 1.26%(b) 1.40%(b) 1.34%(b) 1.41%(b) 1.32%(b)<br />

Expenses Net investment Before income Advisory . . . Fee . . . . Waiver . . . . . . and . . . Expense . . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . . . 1.25% 0.55% 1.26% 0.48% 1.35%(b) 0.31% 1.40%(b) 0.46% 0.41% 1.41%(b)<br />

Portfolio Net investment turnover rate income . . . . .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. .. . 2.33% 111% 0.58% 82% 0.41% 94% 0.32% 88% 0.25% 94%<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47% 49% 48% 54% 74%<br />

(a) Total investment return is calculated assuming purchase of shares on the first day and sale on the last day of each year reported and includes<br />

(a) reinvestment Total investment of dividends return is calculated and distributions assuming and a does purchase not reflect of shares the on effect the first of insurance day and a contract sale on charges. the last day Total of return each year does reported not reflect and expenses includes<br />

reinvestment associated with of the dividends separate and account distributions such as and administrative does not reflect fees, account the effect charges of insurance and surrender contract charges charges. which, Total if return reflected, does would not reflect reduce expenses the total<br />

associated returns for all with periods the separate shown. account Performance such figures as administrative may reflect fees, voluntary account fee charges waivers and/or surrender expense charges reimbursements. which, if reflected, In the absence would reduce of voluntary the total fee<br />

returns waivers for and/or all periods expense shown. reimbursements, Performance the figures total may return reflect would voluntary be lower. fee Past waivers performance and/or expense is no guarantee reimbursements. of future In results. the absence of voluntary fee<br />

(b)<br />

waivers<br />

Includes<br />

and/or<br />

commissions<br />

expense<br />

received<br />

reimbursements,<br />

by American<br />

the<br />

Skandia<br />

total return<br />

Marketing,<br />

would be<br />

Inc.<br />

lower.<br />

under<br />

Past<br />

the<br />

performance<br />

Portfolio’s Distribution<br />

is no guarantee<br />

Plan. The<br />

of future<br />

Distribution<br />

results.<br />

Plan was terminated by<br />

(b)<br />

the<br />

Includes<br />

Board<br />

commissions<br />

of Trustees of<br />

received<br />

the Trust<br />

by<br />

effective<br />

American<br />

November<br />

Skandia<br />

18,<br />

Marketing,<br />

2004.<br />

Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

D1<br />

D2<br />

86


eturns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee<br />

waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

AST DeAM Small-Cap Growth<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8.38 $ 8.35 $ 7.63 $ 5.17 $ 7.03<br />

– –——— –———— — –——— — –———<br />

Income (Loss) From Investment Operations:<br />

Net investment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.04) (0.06) (0.06) (0.01) (0.01)<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . 0.69<br />

–<br />

0.09<br />

–———<br />

0.78<br />

–————<br />

2.47<br />

— –———<br />

(1.85)<br />

— –———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.65<br />

–<br />

0.03<br />

–———<br />

0.72<br />

–————<br />

2.46<br />

— –———<br />

(1.86)<br />

— –———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.03 $ 8.38 $ 8.35 $ 7.63 $ 5.17<br />

– –——— –———— — –——— — –———<br />

Total Investment Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.76% 0.36% 9.44% 47.58% (26.46)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $214.4 $256.9 $340.8 $403.4 $293.3<br />

Ratios to average net assets:<br />

Expenses After Advisory Fee Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.07% 1.07% 1.02%(b) 1.02%(b) 1.00%(b)<br />

Expenses Before Advisory Fee Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.11% 1.15% 1.17%(b) 1.17%(b) 1.15%(b)<br />

Net investment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.37)% (0.62)% (0.66)% (0.19)% (0.12)%<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 199% 150% 145% 185% 132%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes<br />

reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses<br />

associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total<br />

returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee<br />

waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

Financial Highlights<br />

AST Federated Aggressive Growth<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.46<br />

–<br />

$10.41<br />

–———<br />

$<br />

–————<br />

8.61 $<br />

—<br />

5.09<br />

–———<br />

$<br />

—<br />

7.22<br />

–———<br />

Income (Loss) From Investment Operations:<br />

Net investment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.05) (0.04) (0.07) (0.05) (0.04)<br />

Net realized and unrealized gain (loss) on investments SEE NOTES . . . . . . . TO . . . FINANCIAL . . . . . . . . . . . STATEMENTS.<br />

1.39<br />

– –———<br />

0.90<br />

–————<br />

2.03<br />

—<br />

3.57<br />

–——— —<br />

(2.05)<br />

–———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.34 0.86 1.96 3.52 (2.09)<br />

D3<br />

– –——— –———— — –——— — –———<br />

Less Dividends and Distributions:<br />

Distributions from net realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.81) (0.16) — (0.04)<br />

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.31) — — — —<br />

– –——— –———— — –——— — –———<br />

Total dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.31)<br />

–<br />

(0.81)<br />

–——— –————<br />

(0.16)<br />

— –———<br />

—<br />

—<br />

(0.04)<br />

–———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.49 $10.46 $10.41 $ 8.61 $ 5.09<br />

– –——— –———— — –——— — –———<br />

Total Investment Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12.91% 9.44% 23.07% 69.16% (29.19)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $643.9 $554.0 $347.7 $187.6 $39.1<br />

Ratios to average net assets:<br />

Expenses After Advisory Fee Waiver and Expense Reimbursement . . . . . . . . . 1.09% 1.12% 1.19%(b) 1.22%(b) 1.35%(b)<br />

Expenses Before Advisory Fee Waiver and Expense Reimbursement . . . . . . . . 1.09% 1.12% 1.19%(b) 1.22%(b) 1.38%(b)<br />

Net investment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.43)% (0.66)% (0.88)% (0.99)% (1.02)%<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58% 39% 81% 96% 250%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes<br />

reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses<br />

associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total<br />

returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee<br />

waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

AST Goldman Sachs Small-Cap Value<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18.53 $21.45 $18.12 $12.96 $15.55<br />

– –——— –———— — –——— — –———<br />

Income (Loss) From Investment Operations:<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.09 0.09 0.11 0.08 0.11<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . 2.83 0.64 3.50 5.19 (1.21)<br />

– –——— –———— — –——— — –———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.92<br />

– –———<br />

0.73<br />

–————<br />

3.61<br />

—<br />

5.27<br />

–——— —<br />

(1.10)<br />

–———<br />

Less Dividends and Distributions:<br />

Dividends from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.07) (0.04) (0.11) (0.06)<br />

Distributions from net realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (3.58) (0.24) — (1.43)<br />

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.27)<br />

–<br />

—<br />

–———<br />

—<br />

–————<br />

—<br />

— –———<br />

—<br />

— –———<br />

Total dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3.27) (3.65) (0.28) (0.11) (1.49)<br />

– –——— –———— — –——— — –———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 87 . . . . . . . . . $18.18 $18.53 $21.45 $18.12 $12.96<br />

– –——— –———— — –——— — –———<br />

Total Investment Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17.24% 4.98% 20.18% 41.08% (7.93)%<br />

Ratios/Supplemental Data:


Financial Highlights<br />

Financial Highlights<br />

AST Small-Cap Value<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

AST Small-Cap Value<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December Year Ended 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

– –——— –———— — –——— — –———<br />

2006 2005 2004 2003 2002<br />

Net Per Asset Share Value, Operating beginning Performance: of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15.04<br />

–<br />

–<br />

$18.28<br />

–———<br />

–———<br />

$15.70<br />

–————<br />

–————<br />

$11.59<br />

— –———<br />

— –———<br />

$13.07<br />

— –———<br />

— –———<br />

Income Net Asset (Loss) Value, From beginning Investment of year Operations:<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $15.04<br />

–<br />

$18.28<br />

–———<br />

$15.70<br />

–————<br />

$11.59<br />

— –———<br />

$13.07<br />

— –———<br />

Net Income investment (Loss) income From Investment . . . . . . . . Operations:<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.15 0.09 0.02 0.01 0.03<br />

Net realized investment and income unrealized . . . gain . . . .(loss) . . . . . on . . . investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.79 0.15<br />

– –———<br />

0.71 0.09<br />

–————<br />

2.56 0.02<br />

—<br />

4.13 0.01<br />

–——— —<br />

(1.23) 0.03<br />

–———<br />

Net Total realized from and investment unrealized operations gain (loss) . . on . . . investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.79 2.94 – –———<br />

0.71 0.80 –————<br />

2.56 2.58 —<br />

4.13 4.14 –——— —<br />

(1.23) (1.20)<br />

–———<br />

Less Total Dividends from investment and Distributions: operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.94<br />

– –———<br />

0.80<br />

–————<br />

2.58<br />

—<br />

4.14<br />

–——— —<br />

(1.20)<br />

–———<br />

Dividends Less Dividends from net and investment Distributions: income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.01) —(c) (0.03) (0.06)<br />

Distributions Dividends from from net net investment realized gains income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.01) (4.03) —(c)— (0.03) — (0.22) (0.06)<br />

Distributions from . . . . net . . . realized . . . . . . . gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.85) — (4.03)<br />

– –———<br />

—<br />

–———— —<br />

— –——— — (0.22)<br />

— –———<br />

—<br />

Distributions Total dividends . . . . . and . . . distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.85) – (4.04) –———<br />

— –————<br />

——(c) —(0.03) –———<br />

— —(0.28)<br />

–———<br />

—<br />

Net Total Asset dividends Value, and end distributions of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17.13 (0.85) – $15.04 (4.04) –——— $18.28 –————<br />

—(c) $15.70 —<br />

(0.03) –——— $11.59<br />

–——— –———— –——— —<br />

(0.28)<br />

–———<br />

–———<br />

Total<br />

Net<br />

Investment<br />

Asset Value,<br />

Return(a)<br />

end of year<br />

. . .<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17.13<br />

20.04% $15.04<br />

6.64%<br />

$18.28<br />

16.44%<br />

$15.70<br />

35.78%<br />

$11.59<br />

– –——— –———— — –——— — (9.38)% –———<br />

Ratios/Supplemental Total Investment Return(a) Data: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20.04% 6.64% 16.44% 35.78% (9.38)%<br />

Net Ratios/Supplemental assets, end of year Data: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,126.8 $1,067.8 $922.1 $774.4 $501.1<br />

Ratios Net assets, to average end ofnet year assets: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,126.8 $1,067.8 $922.1 $774.4 $501.1<br />

Ratios Expenses to average After net Advisory assets: Fee Waiver and Expense Reimbursement . . . . . . 1.03% 1.07% 1.08%(b) 1.10%(b) 1.10%(b)<br />

Expenses Before After Advisory Fee Fee Waiver and and Expense Reimbursement . . . . . . 1.03% 1.07% 1.08%(b) 1.10%(b) 1.10%(b)<br />

Net Expenses investment Before income Advisory . . . Fee . . . . Waiver . . . . . . and . . . Expense . . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . 1.03% 0.89% 1.07% 0.64% 1.08%(b) 0.15% 1.10%(b) 0.04% 1.10%(b) 0.20%<br />

Portfolio Net investment turnover rate income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.89% 70% 0.64% 59% 0.15% 124% 0.04% 26% 0.20% 24%<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70% 59% 124% 26% 24%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes<br />

(a) reinvestment Total of dividends return is calculated and distributions assuming and a purchase does not reflect of shares the on effect the first of insurance day and a contract sale charges. the last day Total of return each year does reported not reflect and expenses includes<br />

associated reinvestment with of the dividends separate and account distributions such as and administrative does not reflect fees, account the effect charges of insurance and surrender contract charges. which, Total if return reflected, does would not reflect reduce expenses the total<br />

returns associated for all with periods the separate shown. account Performance such figures as administrative may reflect fees, voluntary account fee charges waivers and/or surrender expense charges reimbursements. which, if reflected, In the absence would reduce of voluntary the total fee<br />

waivers returns for and/or all periods expense shown. reimbursements, Performance the figures total may return reflect would voluntary be lower. fee Past waivers performance and/or expense is no guarantee reimbursements. of future In results. the absence of voluntary fee<br />

(b) waivers Includes and/or commissions expense received reimbursements, by American the Skandia total return Marketing, would be Inc. lower. under Past the performance Portfolio’s Distribution no guarantee Plan. The of future Distribution results. Plan was terminated by<br />

(b) the Includes Board commissions of Trustees of received the Trust by effective American November Skandia 18, Marketing, 2004. Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

(c) the LessBoard than of $0.005 Trustees per share. of the Trust effective November 18, 2004.<br />

(c) Less than $0.005 per share.<br />

AST DeAM Small-Cap Value<br />

–––———————––———–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

AST DeAM Small-Cap Value<br />

–––———————––———–––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

May 1, 2002(e)<br />

December Year Ended<br />

May 1, 2002(e)<br />

31,<br />

————––——––––––———————————––––—————————— December through31,<br />

2006 2005 December 31,<br />

————––——––––––———————————––––—————————— 2004 2003 December 2002 31,<br />

Per Share Operating Performance:<br />

2006 – 2005 –——— 2004 –——— 2003 –———— — 2002 –———<br />

Net Per Asset Share Value, Operating beginning Performance: of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.95 –<br />

–<br />

$12.85 –———<br />

–———<br />

$11.10 –———<br />

–———<br />

$ –————<br />

–————<br />

7.75 $10.00 — –———<br />

—–———<br />

Income Net Asset (Loss) Value, From beginning Investment of period Operations: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.95<br />

–<br />

$12.85<br />

–———<br />

$11.10<br />

–———<br />

$<br />

–————<br />

7.75 $10.00<br />

—–———<br />

Net Income investment (Loss) income From Investment . . . . . . . . Operations:<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.09 0.06 0.03 0.03 0.02<br />

Net realized investment and income unrealized . . . gain . . . .(loss) . . . . . on . . . investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.20 0.09<br />

– 0.06<br />

–——— –———<br />

2.31 0.03<br />

–————<br />

3.33 0.03<br />

—–———<br />

(2.27) 0.02<br />

Net Total realized from and investment unrealized operations gain (loss) . . on . . . investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.20 2.29 –<br />

0.06 0.12 –——— –———<br />

2.31 2.34 –————<br />

3.33 3.36 —–———<br />

(2.27) (2.25)<br />

Less Total Dividends from investment and Distributions: operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.29<br />

–<br />

0.12<br />

–——— –———<br />

2.34<br />

–————<br />

3.36<br />

—–———<br />

(2.25)<br />

Dividends Less Dividends from net and investment Distributions: income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.02) (0.02) (0.01) —<br />

Distributions Dividends from from net net investment realized gains income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.02) (1.00) (0.57) (0.02) (0.01) — —<br />

Distributions from . . . . net . . . realized . . . . . . . gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.80) — (1.00) — (0.57) — — —<br />

– –——— –——— –———— —–———<br />

Distributions Total dividends . . . . . and . . . distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.80) (1.02) — (0.59) — (0.01) — —<br />

– –——— –——— –———— —–———<br />

Net Total Asset dividends Value, and end distributions of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13.44 (0.80) $11.95 (1.02) $12.85 (0.59) $11.10 (0.01) $ 7.75 —<br />

– –——— –——— –———— —–———<br />

–——— –——— –———— —–———<br />

Total<br />

Net<br />

Investment<br />

Asset Value,<br />

Return(a)<br />

end of period<br />

. . . . .<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13.44<br />

19.95%<br />

$11.95<br />

1.19%<br />

$12.85<br />

22.11%<br />

$11.10<br />

43.46%<br />

$<br />

(22.50)%<br />

7.75<br />

– –——— –——— –———— —–———<br />

Ratios/Supplemental Total Investment Return(a) Data: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19.95% 1.19% 22.11% 43.46% (22.50)%<br />

Net Ratios/Supplemental assets, end of period Data: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $120.6 $108.6 $111.8 $52.0 $13.4<br />

Ratios Net assets, to average end ofnet period assets: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $120.6 $108.6 $111.8 $52.0 $13.4<br />

Ratios Expenses to average After net Advisory assets: Fee Waiver and Expense Reimbursement . . . . . . . . 1.08% 1.05% 1.13%(b) 1.15%(b) 1.15%(b)(c)<br />

Expenses Before After Advisory Fee Fee Waiver and and Expense Reimbursement . . . . . . . . 1.18% 1.08% 1.19% 1.05% 1.28%(b) 1.13%(b) 1.36%(b) 1.15%(b) 1.48%(b)(c)<br />

1.15%(b)(c)<br />

Net Expenses investment Before income Advisory . . . Fee . . . . Waiver . . . . . . and . . . Expense . . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . 1.18% 0.76% 1.19% 0.50% 1.28%(b) 0.47% 1.36%(b) 0.62% 0.43%(c) 1.48%(b)(c)<br />

Portfolio Net investment turnover rate income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.76% 195% 0.50% 226% 0.47% 215% 0.62% 193% 0.43%(c) 122%(d)<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 195% 226% 215% 193% 122%(d)<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes<br />

(a) reinvestment Total of dividends return is calculated and distributions assuming and a purchase does not of reflect shares the on effect the first of insurance day and a contract sale the charges. last day Total of each return period does reported not reflect and expenses includes<br />

associated reinvestment with of the dividends separate and account distributions such as and administrative does not reflect fees, account the effect charges of insurance and surrender contract charges. which, Total if return reflected, does would not reflect reduce expenses the total<br />

returns associated for all with periods the separate shown. account Performance such figures as administrative may reflect fees, voluntary account fee charges waivers and/or surrender expense charges reimbursements. which, if reflected, In the absence would reduce of voluntary the total fee<br />

waivers returns for and/or all periods expense shown. reimbursements, Performance the figures total may return reflect would voluntary be lower. fee Past waivers performance and/or expense is no guarantee reimbursements. of future results. In the absence Total returns of voluntary for periods fee<br />

of waivers less than and/or one expense full year reimbursements, are not annualized. the total return would be lower. Past performance is no guarantee of future results. Total returns for periods<br />

(b) of Includes less than commissions one full year received are not by annualized. American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

(b) the Includes Board commissions of Trustees of received the Trust by effective American November Skandia 18, Marketing, 2004. Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

(c) the Annualized. Board of Trustees of the Trust effective November 18, 2004.<br />

(d) (c) Not Annualized. annualized.<br />

(e) (d) Commencement Not annualized. of operations.<br />

(e) Commencement of operations.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

D5<br />

D5<br />

88


Financial Highlights<br />

Financial Highlights<br />

AST Goldman Sachs Mid-Cap Growth<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

AST Goldman Sachs Mid-Cap Growth<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December Year Ended 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Net Per Asset Share Value, Operating beginning Performance: of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.62 $ 4.41 $ 3.79 $ 2.88 $ 3.97<br />

– –——— –———— — –——— — –———<br />

Income<br />

Net Asset<br />

(Loss)<br />

Value,<br />

From<br />

beginning<br />

Investment<br />

of year<br />

Operations:<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.62 $ 4.41 $ 3.79 $ 2.88 $ 3.97<br />

– –——— –———— — –——— — –———<br />

Net Income investment (Loss) loss From . Investment . . . . . . . . . . Operations:<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.03) (0.02) (0.02) (0.01) (0.02)<br />

Net realized investment and loss unrealized . . . . . . gain . . . .(loss) . . . . . on . . investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.03) 0.32 (0.02) 0.23 (0.02) 0.64 (0.01) 0.92 (0.02) (1.07)<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . 0.32<br />

– –———<br />

0.23<br />

–————<br />

0.64<br />

—<br />

0.92<br />

–——— —<br />

(1.07)<br />

–———<br />

Total from investment operations . . . . . . . . . . . . . . . 0.29– –——— 0.21 –———— 0.62 — 0.91 –——— —(1.09)<br />

–———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.29 –———<br />

0.21<br />

–————<br />

0.62 0.91<br />

–——— (1.09)<br />

–———<br />

Net Asset Value, end of year . . . . $ 4.91 – $ –——— 4.62 $ –———— 4.41 $ — 3.79 –——— $ — 2.88 –———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4.91 – $ –——— 4.62 $ –———— 4.41 $ — 3.79 –——— $ — 2.88 –———<br />

Total Investment Return(a) . . 6.28% – –——— 4.76% 16.36% –———— — 31.60% –——— — (27.46)% –———<br />

Ratios/Supplemental Total Investment Return(a) Data: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.28% 4.76% 16.36% 31.60% (27.46)%<br />

Net Ratios/Supplemental assets, end of year Data: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $316.3 $394.8 $276.7 $160.5 $61.4<br />

Ratios Net assets, to average end ofnet year assets: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $316.3 $394.8 $276.7 $160.5 $61.4<br />

Ratios Expenses to average After net Advisory assets: Fee Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.12% 1.12% 1.20%(b) 1.31%(b) 1.31%(b)<br />

Expenses After Before Advisory Fee Fee Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.15% 1.12% 1.18% 1.12% 1.32%(b) 1.20%(b) 1.41%(b) 1.31%(b) 1.33%(b) 1.31%(b)<br />

Net Expenses investment Before loss Advisory . . . . . . Fee . . . Waivers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.54)% 1.15% (0.62)% 1.18% (0.48)% 1.32%(b) (0.54)% 1.41%(b) (0.65)% 1.33%(b)<br />

Portfolio Net investment turnover rate loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.54)% 67% (0.62)% 71% (0.48)% 54% (0.54)% 59% (0.65)% 162%<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67% 71% 54% 59% 162%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes<br />

(a) reinvestment Total of dividends return is calculated and distributions assuming and a purchase does not reflect of shares the on effect the first of insurance day and a contract sale charges. the last day Total of return each year does reported not reflect and expenses includes<br />

associated reinvestment with of the dividends separate and account distributions such as and administrative does not reflect fees, account the effect charges of insurance and surrender contract charges. which, Total if return reflected, does would not reflect reduce expenses the total<br />

returns associated for all with periods the separate shown. account Performance such figures as administrative may reflect fees, voluntary account fee charges waivers and/or surrender expense charges reimbursements. which, if reflected, In the absence would reduce of voluntary the total fee<br />

waivers returns for and/or all periods expense shown. reimbursements, Performance the figures total may return reflect would voluntary be lower. fee Past waivers performance and/or expense is no guarantee reimbursements. of future In results. the absence of voluntary fee<br />

(b) waivers Includes and/or commissions expense received reimbursements, by American the Skandia total return Marketing, would be Inc. lower. under Past the performance Portfolio’s Distribution no guarantee Plan. The of future Distribution results. Plan was terminated by<br />

(b) the Includes Board commissions of Trustees of received the Trust by effective American November Skandia 18, Marketing, 2004. Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

AST Neuberger Berman Mid-Cap Growth<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

AST Neuberger Berman Mid-Cap Growth<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December Year Ended 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Net Per Asset Share Value, Operating beginning Performance: of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16.15 $14.23 $12.26 $ 9.39 $13.65<br />

– –——— –———— — –——— — –———<br />

Income<br />

Net Asset<br />

(Loss)<br />

Value,<br />

From<br />

beginning<br />

Investment<br />

of year<br />

Operations:<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $16.15 $14.23 $12.26 $ 9.39 $13.65<br />

– –——— –———— — –——— — –———<br />

Net Income investment (Loss) loss From . Investment . . . . . . . . . . Operations:<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.05) (0.05) (0.09) (0.09) (0.13)<br />

Net realized investment and loss unrealized . . . . . . gain . . . .(loss) . . . . . on . . investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.05) 2.32 (0.05) 1.97 (0.09) 2.06 (0.09) 2.96 (0.13) (4.13)<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . 2.32<br />

– –———<br />

1.97<br />

–————<br />

2.06<br />

—<br />

2.96<br />

–——— —<br />

(4.13)<br />

–———<br />

Total from investment operations . . . . . . . . . . . . . . . 2.27– –——— 1.92 –———— 1.97 — 2.87 –——— —(4.26)<br />

–———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.27 –———<br />

1.92<br />

–————<br />

1.97 2.87<br />

–——— (4.26)<br />

–———<br />

Net Asset Value, end of year . . . . $18.42 – $16.15 –——— $14.23 –———— $12.26 — –——— $ — 9.39 –———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $18.42 – $16.15 –——— $14.23 –———— $12.26 — –——— $ — 9.39 –———<br />

Total Investment Return(a) . . 14.06% – 13.49% –——— 16.07% –———— — 30.56% –——— — (31.21)% –———<br />

Ratios/Supplemental Total Investment Return(a) Data: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14.06% 13.49% 16.07% 30.56% (31.21)%<br />

Net Ratios/Supplemental assets, end of year Data: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $659.0 $718.1 $400.6 $360.0 $287.5<br />

Ratios Net assets, to average end ofnet year assets: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $659.0 $718.1 $400.6 $360.0 $287.5<br />

Ratios Expenses to average After net Advisory assets: Fee Waiver and Expense Reimbursement . . . . . . . . . 1.01% 1.04% 1.15%(b) 1.17%(b) 1.16%(b)<br />

Expenses Before After Advisory Fee Fee Waiver and and Expense Reimbursement . . . . . . . . . 1.04% 1.01% 1.08% 1.04% 1.16%(b) 1.15%(b) 1.17%(b) 1.16%(b)<br />

Net Expenses investment Before loss Advisory . . . . . . Fee . . . Waiver . . . . . . and . . . . Expense . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . . . (0.28)% 1.04% (0.58)% 1.08% (0.71)% 1.16%(b) (0.83)% 1.17%(b) (0.84)% 1.16%(b)<br />

Portfolio Net investment turnover rate loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.28)% 33% (0.58)% 105% (0.71)% 90% (0.83)% 150% (0.84)% 104%<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33% 105% 90% 150% 104%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes<br />

(a) reinvestment Total of dividends return is calculated and distributions assuming and a purchase does not reflect of shares the on effect the first of insurance day and a contract sale charges. the last day Total of return each year does reported not reflect and expenses includes<br />

associated reinvestment with of the dividends separate and account distributions such as and administrative does not reflect fees, account the effect charges of insurance and surrender contract charges. which, Total if return reflected, does would not reflect reduce expenses the total<br />

returns associated for all with periods the separate shown. account Performance such figures as administrative may reflect fees, voluntary account fee charges waivers and/or surrender expense charges reimbursements. which, if reflected, In the absence would reduce of voluntary the total fee<br />

waivers returns for and/or all periods expense shown. reimbursements, Performance the figures total may return reflect would voluntary be lower. fee Past waivers performance and/or expense is no guarantee reimbursements. of future In results. the absence of voluntary fee<br />

(b) waivers Includes and/or commissions expense received reimbursements, by American the Skandia total return Marketing, would be Inc. lower. under Past the performance Portfolio’s Distribution no guarantee Plan. The of future Distribution results. Plan was terminated by<br />

(b) the Includes Board commissions of Trustees of received the Trust by effective American November Skandia 18, Marketing, 2004. Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

D6<br />

D6<br />

89


Financial Highlights<br />

Financial Highlights<br />

AST MFS Growth<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

AST<br />

Year<br />

MFS<br />

Ended<br />

Growth<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

2006 2005 2004 2003 2002<br />

– –——— December –———— 31, — –——— — –———<br />

Per Share Operating Performance:<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2006 8.59 $ 2005 8.08 $ 2004 7.30 $ 2003 5.94 $ 2002<br />

– 8.27<br />

–——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

Income (Loss) From Investment Operations:<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 8.59 $ 8.08 $ 7.30 $ 5.94 $ 8.27<br />

Net investment loss . . . . . . . . . . . . —– –———— –————— —(0.01) –——— —(0.02)<br />

–———<br />

Net Income realized (Loss) and From unrealized Investment gain (loss) Operations:<br />

investments . . . . . . . . . . . . . . . . . . . . . 0.83 0.51 0.78 1.37 (2.31)<br />

Net investment loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . —– –——— — –———— — —(0.01) –——— —(0.02)<br />

–———<br />

Net Total realized from and investment unrealized operations gain (loss) . . on . . investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.83 1.36 (2.33)<br />

0.51 0.78 1.37 (2.31)<br />

– –——— –———— — –——— — –———<br />

Less Dividends From Net Investment Income: — —(c) — — —<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.83 –——— 0.51 –———— 0.78 1.36 –——— (2.33) –———<br />

– –——— –———— — –——— — –———<br />

Less Net Dividends Asset Value, From end Net of year Investment . . . . . . Income: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.42 — $ 8.59 $ 8.08 $ 7.30 $ 5.94<br />

—(c) — — —<br />

– –——— –———— — –——— — –———<br />

Total Net Investment Asset Value, Return(a) end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9.42 9.66% $ 8.59 6.32% $ 10.69% 8.08 $ 22.90% 7.30 $ (28.17)% 5.94<br />

Ratios/Supplemental Data:<br />

– –——— –———— — –——— — –———<br />

Net Total assets, Investment end ofReturn(a) year (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $450.4 9.66% $557.4 6.32% $534.9 10.69% $593.3 22.90% $526.1 (28.17)%<br />

Ratios/Supplemental to average net assets: Data:<br />

Net Expenses assets, end After of year Advisory (in millions) Fee Waiver . . . and . . . Expense . . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . . . . $450.4 1.02% $557.4 1.05% $534.9 1.08%(b) $593.3 1.25%(b) $526.1 1.18%(b)<br />

Ratios Expenses to average Before net Advisory assets: Fee Waiver and Expense Reimbursement . . . . . . . . 1.03% 1.08% 1.11%(b) 1.25%(b) 1.18%(b)<br />

Net Expenses investment After income Advisory (loss) Fee Waiver . . . . . . and . . . Expense . . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . . . . 1.02% 0.03% 1.05% 0.00% 1.08%(b) 0.01% (0.20)% 1.25%(b) (0.28)% 1.18%(b)<br />

Portfolio Expenses turnover Before rate Advisory . . . . . . . Fee . . . Waiver . . . . . . and . . . . Expense . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . . . 1.03% 210% 1.08% 200% 1.11%(b) 201% 1.25%(b) 262% 1.18%(b) 198%<br />

Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.03% 0.00% 0.01% (0.20)% (0.28)%<br />

(a) Portfolio Total turnover investment rate return . . . . . is . . calculated . . . . . . . . assuming . . . . . . . . . a . purchase . . . . . . . . of . . shares . . . . . . on . . . the . . . first . day 210% and a sale on 200% the last day 201% of each year 262% reported and 198% includes<br />

reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses<br />

(a) associated Total investment with the return separate is calculated account assuming such administrative a purchase of fees, shares account on the charges first day and and surrender a sale on charges the last which, day of if each reflected, year would reported reduce and includes the total<br />

returns reinvestment for all of periods dividends shown. and Performance distributions figures and does may reflect not reflect voluntary the effect fee waivers of insurance and/or contract expense charges. reimbursements. Total return In the does absence not reflect of voluntary expenses fee<br />

waivers associated and/or with expense the separate reimbursements, account such the as total administrative return would fees, be account lower. Past charges performance and surrender is no guarantee charges which, of future if reflected, results. would reduce the total<br />

(b) returns Includes for commissions all periods shown. received Performance by American figures Skandia may Marketing, reflect voluntary Inc. under fee waivers the Portfolio’s and/or Distribution expense reimbursements. Plan. The Distribution In the absence Plan was of terminated voluntary fee by<br />

the waivers Board and/or of Trustees expense of reimbursements, the Trust effective the November total return 18, would 2004. be lower. Past performance is no guarantee of future results.<br />

(c) (b) Less Includes than commissions $0.005 per share. received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

(c) Less than $0.005 per share.<br />

AST Marsico Capital Growth<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

AST Marsico Year Capital Ended Growth<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

2006 2005 2004 2003 2002<br />

– –——— December –———— 31, — –——— — –———<br />

Per Share Operating Performance:<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19.08 2006 $17.86 2005 $15.44 2004 $11.72 2003 $13.88 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

Income (Loss) From Investment Operations:<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $19.08 $17.86 $15.44 $11.72 $13.88<br />

Net investment income (loss) . . . . . 0.05– –——— 0.01 –————(c) —(0.02) –——— —(0.04)<br />

–———<br />

Net Income realized (Loss) and From unrealized Investment gain (loss) Operations:<br />

investments . . . . . . . . . . . . . . . . . . . . . 1.33 1.21 2.42 3.74 (2.12)<br />

Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.05– –——— 0.01 –———— —(c) —(0.02) –——— —(0.04)<br />

–———<br />

Net Total realized from and investment unrealized operations gain (loss) . . on . . investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.33 1.38 1.22 3.72 (2.16)<br />

1.21 2.42 3.74 (2.12)<br />

– –——— –———— — –——— — –———<br />

Less Distributions . . . . . . . . . . . . . (0.01) — — — —<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.38 –——— 1.22 –———— 2.42 3.72 –——— (2.16) –———<br />

– –——— –———— — –——— — –———<br />

Less Net Distributions Asset Value, end . . . of . . year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20.45 (0.01) $19.08 $17.86 $15.44 $11.72<br />

— — — —<br />

– –——— –———— — –——— — –———<br />

Total Net Investment Asset Value, Return(a) end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20.45 7.24% $19.08 6.83% $17.86 15.67% $15.44 31.74% $11.72 (15.56)%<br />

Ratios/Supplemental Data:<br />

– –——— –———— — –——— — –———<br />

Net Total assets, Investment end ofReturn(a) year (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $4,194.2 7.24% $3,296.1 6.83% $2,295.0 15.67% $1,710.6 31.74% $1,081.1 (15.56)%<br />

Ratios/Supplemental to average net assets: Data:<br />

Net Expenses assets, end After of year Advisory (in millions) Fee Waiver . . . and . . . Expense . . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . . . . $4,194.2 1.00% $3,296.1 1.00% $2,295.0 1.05%(b) $1,710.6 1.10%(b) $1,081.1 1.09%(b)<br />

Ratios Expenses to average Before net Advisory assets: Fee Waiver and Expense Reimbursement . . . . . . . . 1.01% 1.03% 1.07%(b) 1.11%(b) 1.10%(b)<br />

Net Expenses investment After income Advisory (loss) Fee Waiver . . . . . . and . . . Expense . . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . . . . 1.00% 0.26% 1.00% 0.07% (0.01)% 1.05%(b) (0.21)% 1.10%(b) (0.29)% 1.09%(b)<br />

Portfolio Expenses turnover Before rate Advisory . . . . . . . Fee . . . Waiver . . . . . . and . . . . Expense . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . . . 1.01% 58% 1.03% 66% 1.07%(b) 72% 1.11%(b) 82% 1.10%(b) 109%<br />

Net investment income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.26% 0.07% (0.01)% (0.21)% (0.29)%<br />

(a) Portfolio Total turnover investment rate return . . . . . is . . calculated . . . . . . . . assuming . . . . . . . . . a . purchase . . . . . . . . of . . shares . . . . . . on . . . the . . . first . day and 58% a sale on the 66% last day of 72% each year reported 82% and 109% includes<br />

reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses<br />

(a) associated Total investment with the return separate is calculated account assuming such administrative a purchase of fees, shares account on the charges first day and and surrender a sale on charges the last which, day of if each reflected, year would reported reduce and includes the total<br />

returns reinvestment for all of periods dividends shown. and Performance distributions figures and does may reflect not reflect voluntary the effect fee waivers of insurance and/or contract expense charges. reimbursements. Total return In the does absence not reflect of voluntary expenses fee<br />

waivers associated and/or with expense the separate reimbursements, account such the as total administrative return would fees, be account lower. Past charges performance and surrender is no guarantee charges which, of future if reflected, results. would reduce the total<br />

(b) returns Includes for commissions all periods shown. received Performance by American figures Skandia may Marketing, reflect voluntary Inc. under fee waivers the Portfolio’s and/or Distribution expense reimbursements. Plan. The Distribution In the absence Plan was of terminated voluntary fee by<br />

the waivers Board and/or of Trustees expense of reimbursements, the Trust effective the November total return 18, would 2004. be lower. Past performance is no guarantee of future results.<br />

(c) (b) Less Includes than commissions $0.005 per share. received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

(c) Less than $0.005 per share.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

SEE NOTES TO FINANCIAL D9<br />

STATEMENTS.<br />

D9<br />

90


waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

(c) Less than $0.005 per share.<br />

AST DeAM Large-Cap Value<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.50 $11.54 $ 9.85 $ 7.85 $ 9.30<br />

– –——— –———— — –——— — –———<br />

Income (Loss) From Investment Operations:<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.13 0.14 0.11 0.09 0.06<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . 2.40<br />

–<br />

0.93<br />

–———<br />

1.67<br />

–————<br />

1.98<br />

— –———<br />

(1.48)<br />

— –———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.53<br />

–<br />

1.07<br />

–———<br />

1.78<br />

–————<br />

2.07<br />

— –———<br />

(1.42)<br />

— –———<br />

Less Dividends and Distributions:<br />

Dividends from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.11) (0.09) (0.07) (0.03)<br />

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.47)<br />

–<br />

—<br />

–———<br />

—<br />

–————<br />

—<br />

— –———<br />

—<br />

— –———<br />

Total dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1.47)<br />

–<br />

(0.11)<br />

–———<br />

(0.09)<br />

–————<br />

(0.07)<br />

— –———<br />

(0.03)<br />

— –———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13.56 $12.50 $11.54 $ 9.85 $ 7.85<br />

– –——— –———— — –——— — –———<br />

Total Investment Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21.73% 9.33% 18.17% 26.59% (15.30)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $349.5 $174.1 $191.9 $133.8 $110.0<br />

Ratios to average net assets:<br />

Expenses After Advisory Fee Waiver and Expense Reimbursement . . . . . . . . . 1.00% 1.01% 0.99%(b) 0.99%(b) 1.07%(b)<br />

Expenses Before Advisory Fee Waiver and Expense Reimbursement . . . . . . . . 1.00% 1.07% 1.11%(b) 1.09%(b) 1.15%(b)<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.53% 1.20% 1.24% 1.13% 0.96%<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 167% 233% 189% 161% 202%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes<br />

reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses<br />

associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total<br />

returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee<br />

waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

Financial Highlights<br />

(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

AST Cohen & Steers Realty<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

–<br />

Per Share Operating Performance:<br />

–——— –———— — –——— — –———<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $17.78<br />

–<br />

$17.17<br />

–———<br />

$12.91<br />

–————<br />

$10.05<br />

— –———<br />

$10.11<br />

— –———<br />

Income (Loss) From Investment Operations:<br />

D10<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.48 0.59 0.41 0.49 0.49<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . 5.54<br />

– –———<br />

1.58<br />

–————<br />

4.36<br />

—<br />

3.02<br />

–——— —<br />

(0.22)<br />

–———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.02<br />

– –———<br />

2.17<br />

–————<br />

4.77<br />

—<br />

3.51<br />

–——— —<br />

0.27<br />

–———<br />

Less Dividends and Distributions:<br />

Dividends from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.26) (0.32) (0.41) (0.33)<br />

Distributions from net realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1.30) (0.19) (0.24) —<br />

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.94) — — — —<br />

– –——— –———— — –——— — –———<br />

Total dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.94) (1.56) (0.51) (0.65) (0.33)<br />

– –——— –———— — –——— — –———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $20.86 $17.78 $17.17 $12.91 $10.05<br />

– –——— –———— — –——— — –———<br />

Total Investment Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36.73% 14.82% 37.95% 37.43% 2.65%<br />

Ratios/Supplemental Data:<br />

Net assets, end ofyear (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $563.0 $410.3 $423.5 $289.5 $177.5<br />

Ratios to average net assets:<br />

Expenses After Advisory Fee Waiver and Expense Reimbursement . . . . . . . . . 1.13% 1.09% 1.12%(b) 1.24%(b) 1.26%(b)<br />

Expenses Before Advisory Fee Waiver and Expense Reimbursement . . . . . . . . 1.13% 1.18% 1.23%(b) 1.24%(b) 1.26%(b)<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.73% 3.27% 3.49% 5.43% 5.11%<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36% 32% 32% 34% 60%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes<br />

reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses<br />

associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total<br />

returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee<br />

waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

AST AllianceBernstein Managed Index 500<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.23<br />

–<br />

$11.97<br />

–———<br />

$10.98<br />

–————<br />

$<br />

—<br />

8.75<br />

–———<br />

$11.14<br />

— –———<br />

Income (Loss) From Investment Operations:<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.18 0.12 0.15 0.11 0.11<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . 1.35 0.29 0.94 2.24 (2.39)<br />

– –——— –———— — –——— — –———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.53<br />

– –———<br />

0.41<br />

–————<br />

1.09<br />

—<br />

2.35<br />

–——— —<br />

(2.28)<br />

–———<br />

Less Dividends and Distributions:<br />

Dividends from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.15) (0.10) (0.12) (0.11)<br />

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 91 . . . . . . . . (0.13) — — — —<br />

– –——— –———— — –——— — –———<br />

Total dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.13)<br />

–<br />

(0.15)<br />

–——— –————<br />

(0.10)<br />

—<br />

(0.12)<br />

–——— —<br />

(0.11)<br />

–———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $13.63<br />

–<br />

$12.23<br />

–———<br />

$11.97<br />

–————<br />

$10.98<br />

— –———<br />

$<br />

—<br />

8.75<br />

–———


Financial Highlights<br />

AST T. Rowe Price Natural Resources<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $27.55 $22.63 $17.45 $13.56 $15.12<br />

– –——— –———— — –——— — –———<br />

Income (Loss) From Investment Operations:<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.25 0.12 0.10 0.12 0.07<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . 3.92<br />

–<br />

6.58<br />

–———<br />

5.28<br />

–————<br />

4.25<br />

— –———<br />

(0.85)<br />

— –———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.17 6.70 5.38 4.37 (0.78)<br />

– –——— –———— — –——— — –———<br />

Less Dividends and Distributions:<br />

Dividends from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.06) (0.20) (0.20) (0.24)<br />

Distributions from net realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (1.72) — (0.28) (0.54)<br />

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.34)<br />

–<br />

—<br />

–———<br />

—<br />

–————<br />

—<br />

— –———<br />

—<br />

— –———<br />

Total dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2.34)<br />

–<br />

(1.78)<br />

–———<br />

(0.20)<br />

–————<br />

(0.48)<br />

— –———<br />

(0.78)<br />

— –———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $29.38 $27.55 $22.63 $17.45 $13.56<br />

– –——— –———— — –——— — –———<br />

Total Investment Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.87% 31.40% 31.19% 33.52% (5.53)%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $590.6 $418.4 $238.1 $170.9 $122.7<br />

Ratios to average net assets:<br />

Expenses After Advisory Fee Waiver and Expense Reimbursement . . . . . . . . . 1.03% 1.08% 1.17%(b) 1.17%(b) 1.16%(b)<br />

Expenses Before Advisory Fee Waiver and Expense Reimbursement . . . . . . . . 1.03% 1.08% 1.17%(b) 1.17%(b) 1.16%(b)<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.95% 0.59% 0.49% 0.77% 0.54%<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28% 47% 63% 43% 56%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported reinvestment<br />

of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with<br />

the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all<br />

periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers<br />

and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

Financial the Board Highlights of Trustees of the Trust effective November 18, 2004.<br />

AST T. Rowe Price Large-Cap Growth<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

AST Global Allocation<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

Year December Ended31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Net Share Asset Operating Value, beginning Performance: of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.28 $ 8.83 $ 8.35 $ 6.75 $ 9.78<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $12.56 – $12.16 –——— $11.07 –———— $ — 9.38 –——— $11.46 — –———<br />

Income (Loss) From Investment Operations:<br />

– –——— –———— — –——— — –———<br />

Income Net investment (Loss) From income Investment (loss) . . . Operations:<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.02 (0.02) (0.01) (0.01) (0.03)<br />

Net Net investment realized and income unrealized . . . . gain . . . .(loss) . . . . on . . . investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.25 0.56 0.24 1.47 0.28 0.49 0.12 1.61 0.11 (3.00)<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . 1.09– 0.56 –——— –———— 0.94 — 1.69 –——— —(1.84)<br />

–———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.58 – –——— 1.45 –———— 0.48 — –——— 1.60 — –——— (3.03)<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.34– 0.80 –——— –———— 1.22 — 1.81 –——— —(1.73)<br />

–———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10.86 – $10.28 –——— $ –———— 8.83 — $ –——— 8.35 — $ –——— 6.75<br />

Less Dividends and Distributions:<br />

– –——— –———— — –——— — –———<br />

Dividends Total Investment from net Return(a) investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.64% — (0.40) 16.42% (0.13) 5.75% (0.12) 23.70% (30.98)% (0.35)<br />

Distributions Ratios/Supplemental . . . . . . . . . Data: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.33) — — — —<br />

Net assets, end of year (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,504.6<br />

–<br />

$337.5<br />

–———<br />

$258.1<br />

–———— —<br />

$237.1<br />

–——— —<br />

$240.5<br />

–———<br />

Ratios<br />

Total<br />

to<br />

dividends<br />

average<br />

and<br />

net assets:<br />

distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.33) (0.40) (0.13) (0.12) (0.35)<br />

– –——— –———— — –——— — –———<br />

Net Expenses Asset Value, After Advisory end of year Fee . Waiver . . . . . . and . . . Expense . . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . . . . $13.57 1.01% $12.56 1.06% $12.16 1.14%(b) $11.07 1.16%(b) $ 9.38 1.13%(b)<br />

Expenses Before Advisory Fee Waiver and Expense Reimbursement . . . . . . . . 1.01% – –——— 1.11% –———— 1.17%(b) — –——— 1.16%(b) — –———<br />

1.13%(b)<br />

Total Net Investment investment Return(a) income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.14% 0.29% 6.94% (0.32)% 11.09% (0.07)% 19.53% (0.14)% (15.43)% (0.31)%<br />

Ratios/Supplemental Portfolio turnover rate Data: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35% 165% 95% 63% 59%<br />

Net assets, end of year (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $186.2 $202.2 $231.7 $264.8 $284.4<br />

Ratios (a) Total to average investment net assets: return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported and includes<br />

Expenses reinvestment After of Advisory dividends Fee and Waiver distributions and Expense and Reimbursement does not reflect the . . . . effect . . . . . of insurance 0.19% contract 0.16% charges. Total 0.14%(b) return does 0.14%(b) not reflect 0.47%(b) expenses<br />

Expenses associated Before with Advisory the separate Fee account Waiver and such Expense as administrative Reimbursement fees, account . . . . . . charges . . and 0.19% surrender 0.16% charges which, 0.14%(b) if reflected, 0.14%(b) would reduce 0.47%(b) the total<br />

Net<br />

returns<br />

investment<br />

for all<br />

income<br />

periods shown.<br />

. . . . . .<br />

Performance<br />

. . . . . . . . . . .<br />

figures<br />

. . . . . .<br />

may<br />

. . . .<br />

reflect<br />

. . . . .<br />

voluntary<br />

. . . . . . . .<br />

fee<br />

. . .<br />

waivers<br />

.<br />

and/or<br />

1.70%<br />

expense<br />

1.72%<br />

reimbursements.<br />

2.12%<br />

In the absence<br />

1.08%<br />

of voluntary<br />

0.91%<br />

fee<br />

Portfolio<br />

waivers<br />

turnover<br />

and/or<br />

rate<br />

expense<br />

. . . . . .<br />

reimbursements,<br />

. . . . . . . . . . . . . .<br />

the<br />

. . .<br />

total<br />

. . . .<br />

return<br />

. . . . .<br />

would<br />

. . . . . .<br />

be<br />

. .<br />

lower.<br />

. . . . .<br />

Past<br />

. . .<br />

performance<br />

27%<br />

is no guarantee<br />

81%<br />

of future<br />

93%<br />

results.<br />

18% 160%<br />

(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

(a) Total the Board investment of Trustees return of is the calculated Trust effective assuming November a purchase 18, 2004. of shares on the first day and a sale on the last day of each year reported and includes<br />

reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses<br />

associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total<br />

returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee<br />

waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

AST American Century Strategic Balanced<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

D8<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $14.29 $13.89 $12.92 $11.14 $12.62<br />

– –——— –———— — –——— — –———<br />

Income (Loss) From Investment Operations:<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.32 0.26 0.21 0.18 0.26<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . 92 . . . . . . 1.02<br />

–<br />

0.37<br />

–———<br />

0.94<br />

–————<br />

1.87<br />

— –———<br />

(1.47)<br />

— –———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1.34<br />

–<br />

0.63<br />

–———<br />

1.15<br />

–————<br />

2.05<br />

— –———<br />

(1.21)<br />

— –———


eturns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee<br />

waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

AST PIMCO Total Return Bond<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

AST T. Rowe Year Price Ended Global Bond<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

2006 2005 December 2004 31, 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.45 2006 2005 2004 2003 2002<br />

Per Share Operating Performance:<br />

–<br />

$12.01<br />

–———<br />

$11.99<br />

–————<br />

$12.24<br />

— –———<br />

$11.93<br />

— –———<br />

Income (Loss) From Investment Operations:<br />

Net<br />

Net<br />

Asset<br />

investment<br />

Value,<br />

income<br />

beginning<br />

. .<br />

of<br />

. .<br />

year<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .<br />

$11.18<br />

0.28– $12.16<br />

–——— 0.52<br />

$12.10<br />

–———— 0.23<br />

$11.10<br />

— 0.35 –———<br />

$<br />

—<br />

9.65<br />

0.39 –———<br />

Net Income realized (Loss) and From unrealized Investment gain (loss) Operations:<br />

investments . . . . . . . . . . . . . . . . . . . . . 0.11<br />

Net investment income . . . . . . . . . . 0.41– (0.23)<br />

–——— 0.28 –————<br />

0.36<br />

0.17 —<br />

0.27<br />

0.27 –——— —<br />

0.66<br />

0.05 –———<br />

Net Total realized from and investment unrealized operations gain (loss) . . on . . investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.27 0.39 – (0.81) –———<br />

0.29 –———— 0.81 0.59 — 1.12 0.62 –——— — 1.40 1.05<br />

–———<br />

Less Dividends and Distributions:<br />

Dividends<br />

Total from<br />

from<br />

investment<br />

net investment<br />

operations<br />

income<br />

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .<br />

0.68<br />

—– (0.53)<br />

(0.45) –——— –———— (0.48)<br />

0.98<br />

—(0.43) 1.39<br />

–——— —(0.52)<br />

1.45<br />

–———<br />

Distributions Less Dividends from and net Distributions:<br />

realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.40) (0.09) (0.44) (0.22)<br />

Distributions Dividends from . . net . . . investment . . . . . . . . . income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.41) (0.43) (0.72) (0.37) Distributions from net realized gains —– (0.02) –———<br />

—<br />

–————<br />

—<br />

(0.20) —(0.02) –———<br />

—<br />

— –———<br />

—<br />

Distributions Total dividends . . . . . and . . . distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.41) (0.29) –<br />

(0.85) –———— –————<br />

(0.57) — —<br />

(0.87) –———— —<br />

(0.74)<br />

–——— —<br />

Total Net Asset dividends Value, and end distributions of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.43 (0.29) $11.45 (0.45) $12.01 (0.92) $11.99 (0.39) $12.24<br />

– –——— –———— — –——— — –———<br />

—<br />

Total Net Investment Asset Value, Return(a) end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.57 3.74% $11.18 2.50% $12.16 4.96% $12.10 5.32% $11.10 9.22%<br />

– –——— –———— — –——— — –———<br />

Total Ratios/Supplemental Investment Return(a) Data: . . . . . . 6.27% (4.49)% 8.64% 12.86% 15.03%<br />

Ratios/Supplemental Net assets, end of year Data: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $3,347.2 $1,790.7 $2,318.2 $ 2,107.9 $2,255.0<br />

Ratios Net assets, to average end ofnet year assets: (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $507.7 $539.6 $362.0 $229.6 $ 209.6<br />

Ratios Expenses to average After net Advisory assets: Fee Waiver and Expense Reimbursement . . . . . . . . 0.77%(c) 0.79% 0.78%(b) 0.78%(b) 0.78%(b)<br />

Expenses After Before Advisory Advisory Fee Fee Waiver Waiver and and Expense Expense Reimbursement Reimbursement . . . . . . . . 0.96% 0.77%(c) 1.01% 0.80% 1.07%(b) 0.81%(b) 1.06%(b) 0.80%(b) 1.06%(b) 0.80%(b)<br />

Expenses Net investment Before income Advisory . . . Fee . . . Waiver . . . . . . and . . . . Expense . . . . . . . Reimbursement . . . . . . . . . . . . . . . . . . . . . 0.96% 4.30% 1.01% 3.62% 1.07%(b) 2.08% 1.06%(b) 2.85% 3.90% 1.06%(b)<br />

Portfolio Net investment turnover rate income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.64% 238% 2.87% 238% 2.58% 253% 2.57% 222% 3.13% 229%<br />

Portfolio (a) Total turnover investment rate return . . . . . is . . calculated . . . . . . . . assuming . . . . . . . . . a . purchase . . . . . . . . of . . shares . . . . . . on . . . the . . . first . day and 131% a sale on 109% the last day of 111% each year 196% reported and 323% includes<br />

(a) reinvestment Total of dividends return is calculated and distributions assuming and a purchase does not reflect of shares the on effect the first of insurance day and a contract sale charges. the last day Total of return each year does reported not reflect and expenses includes<br />

reinvestment associated with of the dividends separate and account distributions such as and administrative does not reflect fees, account the effect charges of insurance and surrender contract charges. which, Total if return reflected, does would not reflect reduce expenses the total<br />

associated returns for all with periods the separate shown. account Performance such figures as administrative may reflect fees, voluntary account fee charges waivers and/or surrender expense charges reimbursements. which, if reflected, In the absence would reduce of voluntary the total fee<br />

returns waivers for and/or all periods expense shown. reimbursements, Performance the figures total may return reflect would voluntary be lower. fee Past waivers performance and/or expense is no guarantee reimbursements. of future In results. the absence of voluntary fee<br />

(b) waivers Includes and/or commissions expense received reimbursements, by American the Skandia total return Marketing, would be Inc. lower. under Past the performance Portfolio’s Distribution no guarantee Plan. The of future Distribution results. Plan was terminated by<br />

(b) the Includes Board commissions of Trustees of received the Trust by effective American November Skandia 18, Marketing, 2004. Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

(c) the The Board expense of Trustees ratio reflects of the the Trust interest effective and November fees expense 18, 2004. related to the liability for the floating rate notes issued in conjunction with inverse floater<br />

securities. The total expense ratio excluding interest and fees expense is 0.76%.<br />

AST PIMCO Limited Maturity Bond<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

Year Ended<br />

December 31,<br />

–––———————––———––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––——<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

2006 2005 2004 2003 2002<br />

– –——— –———— — –——— — –———<br />

Per Share Operating Performance:<br />

D15<br />

Net Asset Value, beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.10<br />

–<br />

$11.12<br />

–———<br />

$11.37<br />

–————<br />

$11.36<br />

— –———<br />

$11.30<br />

— –———<br />

Income (Loss) From Investment Operations:<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.52 0.27 0.17 0.22 0.24<br />

Net realized and unrealized gain (loss) on investments . . . . . . . . . . . . . . . . . . . . . (0.11)<br />

–<br />

(0.09)<br />

–——— –————<br />

0.06<br />

—<br />

0.14<br />

–——— —<br />

0.43<br />

–———<br />

Total from investment operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.41 0.18 0.23 0.36 0.67<br />

– –——— –———— — –——— — –———<br />

Less Dividends and Distributions:<br />

Dividends from net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.14) (0.35) (0.22) (0.47)<br />

Distributions from net realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — (0.06) (0.13) (0.13) (0.14)<br />

Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.33)<br />

–<br />

—<br />

–———<br />

—<br />

–————<br />

—<br />

— –———<br />

—<br />

— –———<br />

Total dividends and distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.33)<br />

–<br />

(0.20)<br />

–———<br />

(0.48)<br />

–————<br />

(0.35)<br />

— –———<br />

(0.61)<br />

— –———<br />

Net Asset Value, end of year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $11.18 $11.10 $11.12 $11.37 $11.36<br />

– –——— –———— — –——— — –———<br />

Total Investment Return(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.82% 1.63% 2.07% 3.28% 6.21%<br />

Ratios/Supplemental Data:<br />

Net assets, end of year (in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $1,366.9 $1,683.2 $1,232.8 $1,005.9 $1,058.8<br />

Ratios to average net assets:<br />

Expenses After Advisory Fee Waiver and Expense Reimbursement . . . . . . . . . 0.76% 0.76% 0.79%(b) 0.82%(b) 0.83%(b)<br />

Expenses Before Advisory Fee Waiver and Expense Reimbursement . . . . . . . . 0.77% 0.80% 0.82%(b) 0.82%(b) 0.83%(b)<br />

Net investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.04% 2.86% 1.65% 1.74% 2.87%<br />

Portfolio turnover rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 140% 153% 103% 208% 271%<br />

(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each year reported reinvestment<br />

of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with<br />

the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all<br />

periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers<br />

and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.<br />

(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolio’s Distribution Plan. The Distribution Plan was terminated by<br />

the Board of Trustees of the Trust effective November 18, 2004.<br />

SEE NOTES TO FINANCIAL STATEMENTS.<br />

D17<br />

93


Notes<br />

94


INVESTOR INFORMATION SERVICES:<br />

Shareholder inquiries should be made by calling (800) 778-2255 or by writing to Advanced Series Trust at Gateway Center Three, 100<br />

Mulberry Street, Newark, New Jersey 07102. Additional information about the Portfolios is included in a Statement of Additional<br />

Information, which is incorporated by reference into this Prospectus. Additional information about the Portfolios’ investments is<br />

available in the annual and semi-annual reports to holders of variable annuity contracts and variable life insurance policies. In the<br />

annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected each Portfolio’s<br />

performance during its last fiscal year. The Statement of Additional Information and additional copies of annual and semi-annual<br />

reports are available without charge by calling the above number. The Statement of Additional Information and the annual and semiannual<br />

reports are also available without charge on the Fund’s website at www.prudential.com.<br />

Delivery of Prospectus and Other Documents to Households. To lower costs and eliminate duplicate documents sent to your address,<br />

the Fund, in accordance with applicable laws and regulations, may begin mailing only one copy of the Fund’s prospectus, prospectus<br />

supplements, annual and semi-annual reports, proxy statements and information statements, or any other required documents to your<br />

address even if more than one shareholder lives there. If you have previously consented to have any of these documents delivered to<br />

multiple investors at a shared address, as required by law, and you wish to revoke this consent or would otherwise prefer to continue<br />

to receive your own copy, you should call the number above, or write to the Fund at the above address. The Fund will begin sending<br />

individual copies to you within thirty days of revocation.<br />

The information in the Fund’s filings with the Securities and Exchange Commission (including the Statement of Additional<br />

Information) is available from the Commission. Copies of this information may be obtained, upon payment of duplicating fees, by<br />

electronic request to publicinfo@sec.gov or by writing the Public Reference Section of the Commission, Washington, DC<br />

20549-0102. The information can also be reviewed and copied at the Commission’s Public Reference Room in Washington, DC.<br />

Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-942-8090. Finally,<br />

information about the Fund is available on the EDGAR database on the Commission’s internet site at www.sec.gov.<br />

Investment Company File Act No. 811-05186<br />

AST-Lifeside


Privacy Notice<br />

This notice is being provided on behalf of the companies listed in this Notice. It describes how information about<br />

you is handled and the steps we take to protect your privacy. We call this information “customer data” or just<br />

“data.” If you have other <strong>Prudential</strong> products or relationships, you may receive a separate privacy notice describing<br />

the practices that apply to those products or relationships. If your relationship with us ends, we will continue to<br />

handle data about you the same way we handle customer data.<br />

Protecting <strong>Custom</strong>er Data<br />

We maintain physical, electronic, and procedural safeguards to protect customer data. The only persons who are<br />

authorized to have access to it are those who need access to do their jobs. We require them to keep the data<br />

secure and confidential.<br />

Information We Collect<br />

We collect data you give us and data about the products and relationships you have with us, so that we can serve<br />

you, including offering products and services to you. It includes, for example:<br />

your name and address,<br />

income and Social Security number.<br />

We also collect data others give us about you, for example:<br />

medical information for insurance applications,<br />

consumer reports from consumer reporting agencies and<br />

participant information from organizations that purchase products or services from us for the benefit<br />

of their members or employees, for example, group life insurance.<br />

Sharing Data<br />

We may share data with affiliated companies and with other companies so that they can perform services for us<br />

or on our behalf. We may, for example, disclose data to other companies for customer service or administrative<br />

purposes. We may disclose limited information such as:<br />

your name,<br />

address, and<br />

the types of products you own<br />

to service providers so they can provide marketing services to us.<br />

We may also disclose data as permitted or required by law, for example:<br />

to law enforcement officials,<br />

in response to subpoenas,<br />

to regulators, or<br />

to prevent fraud.<br />

We do not disclose data to <strong>Prudential</strong> affiliates or other companies to allow them to market their products or<br />

services to you. We may tell you about a product or service that a <strong>Prudential</strong> company or other companies offer. If<br />

you respond, that company will know that you were in the group selected to receive the information.<br />

Annual Notices<br />

We will send notices at least once a year, as federal and state laws require. We reserve the right to modify this<br />

policy at any time.<br />

If you have questions about <strong>Prudential</strong>’s Privacy Notice please call us. The toll-free number is (800) 236-6848.<br />

<strong>Prudential</strong>, <strong>Prudential</strong> Financial and the <strong>Prudential</strong> Financial logo are registered service marks of The <strong>Prudential</strong> Insurance Company of America, Newark,<br />

NJ and its affiliates. The <strong>Prudential</strong> Insurance Company of America, 751 Broad Street, Newark, NJ 07102-3777.<br />

Your Financial Security, Your Satisfaction & Your Privacy Privacy 0001 Ed. 2/2007


Many <strong>Prudential</strong> Financial companies are required to send privacy notices to their customers. This notice is being<br />

provided to customers of the <strong>Prudential</strong> Financial companies listed below:<br />

Insurance Companies and Separate Accounts<br />

<strong>Prudential</strong> Insurance Company of America, The<br />

American Skandia Life Assurance Corporation<br />

Pruco Life Insurance Company<br />

Pruco Life Insurance Company of New Jersey<br />

Separate accounts of The <strong>Prudential</strong> Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company<br />

of New Jersey, and American Skandia Life Assurance Corporation<br />

<strong>Prudential</strong> Retirement Insurance and Annuity Company (PRIAC)<br />

PRIAC Variable Contract Account A<br />

Insurance Agencies<br />

<strong>Prudential</strong> Direct Insurance Agency of Massachusetts, Inc.<br />

<strong>Prudential</strong> General Agency of Ohio, Inc.<br />

<strong>Prudential</strong> General Insurance Agency of New Mexico, Inc.<br />

<strong>Prudential</strong> General Agency of Texas, Inc.<br />

<strong>Prudential</strong> Insurance Agency, LLC<br />

Broker-Dealers and Registered Investment Advisers<br />

American Skandia Investment Services, Inc.<br />

American Skandia Marketing, Inc.<br />

Global Portfolio Strategies, Inc.<br />

<strong>Prudential</strong> Bache Securities, LLC<br />

Pruco Securities, LLC<br />

Pramerica Asset Management, Inc.<br />

<strong>Prudential</strong> Equity Investors, Inc.<br />

<strong>Prudential</strong> Investment Management, Inc.<br />

<strong>Prudential</strong> Investment Management Services LLC<br />

<strong>Prudential</strong> Investments LLC<br />

<strong>Prudential</strong> Equity Group, LLC<br />

Bank and Trust Companies<br />

<strong>Prudential</strong> Bank & Trust, FSB<br />

<strong>Prudential</strong> Trust Company<br />

Investment Companies and Other Investment Vehicles<br />

High Yield Income Fund, Inc., The<br />

JennisonDryden Mutual Funds<br />

Nicholas-Applegate Fund, Inc.<br />

<strong>Prudential</strong> Capital Partners, L.P.<br />

<strong>Prudential</strong> Bache Commodities, LLC<br />

<strong>Prudential</strong> Institutional Liquidity Portfolio, Inc.<br />

Strategic Partners Mutual Funds<br />

Target Portfolio Trust, The<br />

PB Financial Services, Inc.<br />

ILIX-D2695


PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong><br />

VARIABLE UNIVERSAL LIFE INSURANCE<br />

Having you as our customer means a great<br />

deal to us. We value your business. Should<br />

you have any questions, or want to review your<br />

insurance needs, contact one of our licensed<br />

financial professionals for prompt and<br />

personalized service.<br />

You may also call our customer service<br />

office at (800) 944-8786, Monday through<br />

Friday between 8:00 a.m. to 9:00 p.m.<br />

Eastern time.<br />

PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong> is issued by Pruco Life Insurance<br />

Company in all states except New York, where it is issued by Pruco<br />

Life Insurance Company of New Jersey, 213 Washington Street,<br />

Newark, NJ 07102-2992, and is offered through Pruco Securities,<br />

LLC, 751 Broad Street Newark, NJ 07102-3777. All are<br />

<strong>Prudential</strong> Financial, Inc. companies.<br />

PruLife ® is a registered mark of <strong>Prudential</strong>.<br />

<strong>Prudential</strong> Financial and the Rock logo are registered service marks<br />

of The <strong>Prudential</strong> Insurance Company of America, and its affiliates.<br />

For online access to your policy information, visit<br />

www.prudential.com<br />

If you would like to receive this document through<br />

the internet next time, please enroll for electronic<br />

delivery at www.prudential.com/edelivery now.<br />

Pruco Life Insurance Company<br />

213 Washington Street, Newark, NJ 07102-2992<br />

VUL2004 ED 5/2007


STATEMENT OF ADDITIONAL INFORMATION<br />

Pruco Life Variable Universal Account<br />

Pruco Life Insurance Company<br />

PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong><br />

VARIABLE UNIVERSAL LIFE INSURANCE CONTRACTS<br />

This Statement of Additional Information is not a prospectus. Please review the PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong><br />

prospectus (the “prospectus”), which contains information concerning the Contracts described above. You may<br />

obtain a copy of the prospectus without charge by calling us at 1-800-944-8786. You can also view the Statement of<br />

Additional Information located with the prospectus at www.prudential.com, or request a copy by writing to us.<br />

The defined terms used in this Statement of Additional Information are as defined in the prospectus.<br />

Pruco Life Insurance Company<br />

213 Washington Street<br />

Newark, New Jersey 07102<br />

The Date of this Statement of Additional Information and of the related prospectus is May 1, 2007.<br />

TABLE OF CONTENTS<br />

Page<br />

GENERAL INFORMATION AND HISTORY....................................................................................................................1<br />

Description of Pruco Life Insurance Company........................................................................................................1<br />

Control of Pruco Life Insurance Company...............................................................................................................1<br />

State Regulation..........................................................................................................................................................1<br />

Records........................................................................................................................................................................1<br />

Services and Third Party Administration Agreements ...........................................................................................1<br />

INITIAL PREMIUM PROCESSING ..................................................................................................................................2<br />

ADDITIONAL INFORMATION ABOUT OPERATION OF CONTRACTS.......................................................................3<br />

Legal Considerations Relating to Sex-Distinct Premiums and Benefits ..............................................................3<br />

How a Type A (Fixed) Contract's Death Benefit Will Vary ......................................................................................3<br />

How a Type B (Variable) Contract's Death Benefit Will Vary..................................................................................4<br />

How a Type C (Return of Premium) Contract’s Death Benefit Will Vary...............................................................5<br />

Reports to Contract Owners......................................................................................................................................6<br />

UNDERWRITING PROCEDURES...................................................................................................................................6<br />

ADDITIONAL INFORMATION ABOUT CHARGES........................................................................................................7<br />

Charges for Increases in Basic Insurance Amount.................................................................................................7<br />

ADDITIONAL INFORMATION ABOUT CONTRACTS IN DEFAULT.............................................................................7<br />

DISTRIBUTION AND COMPENSATION.........................................................................................................................7<br />

EXPERTS .........................................................................................................................................................................7<br />

PERFORMANCE DATA...................................................................................................................................................8<br />

Average Annual Total Return ....................................................................................................................................8<br />

Non-Standard Total Return ........................................................................................................................................8<br />

Money Market Subaccount Yield...............................................................................................................................8<br />

FINANCIAL STATEMENTS.............................................................................................................................................9


GENERAL INFORMATION AND HISTORY<br />

Description of Pruco Life Insurance Company<br />

Pruco Life Insurance Company ("Pruco Life", “us”, “we”, or “our”) is a stock life insurance company, organized on<br />

December 23, 1971 under the laws of the State of Arizona. It is licensed to sell life insurance and annuities in the<br />

District of Columbia, Guam, and in all states except New York. Pruco Life’s principal Executive Office is located at<br />

213 Washington Street, Newark, New Jersey 07102.<br />

Control of Pruco Life Insurance Company<br />

Pruco Life is a wholly-owned subsidiary of The <strong>Prudential</strong> Insurance Company of America ("<strong>Prudential</strong>"), a New<br />

Jersey stock life insurance company that has been doing business since October 13, 1875. <strong>Prudential</strong> is an indirect<br />

wholly-owned subsidiary of <strong>Prudential</strong> Financial, Inc. (“<strong>Prudential</strong> Financial”), a New Jersey insurance holding<br />

company for financial services businesses offering a wide range of insurance, investment management, and other<br />

financial products and services. The principal Executive Office each of <strong>Prudential</strong> and <strong>Prudential</strong> Financial is<br />

<strong>Prudential</strong> Plaza, 751 Broad Street, Newark, New Jersey 07102-3777.<br />

As Pruco Life’s ultimate parent, <strong>Prudential</strong> Financial exercises significant influence over the operations and capital<br />

structure of Pruco Life and <strong>Prudential</strong>. However, neither <strong>Prudential</strong> Financial, <strong>Prudential</strong>, nor any other related<br />

company has any legal responsibility to pay amounts that Pruco Life may owe under the Contract.<br />

State Regulation<br />

Pruco Life is subject to regulation and supervision by the Department of Insurance of the State of Arizona, which<br />

periodically examines its operations and financial condition. It is also subject to the insurance laws and regulations of<br />

all jurisdictions in which it is authorized to do business.<br />

Pruco Life is required to submit annual statements of its operations, including financial statements, to the insurance<br />

departments of the various jurisdictions in which it does business to determine solvency and compliance with local<br />

insurance laws and regulations.<br />

In addition to the annual statements referred to above, Pruco Life is required to file with Arizona and other<br />

jurisdictions, a separate statement with respect to the operations of all of its variable contract accounts, in a form<br />

promulgated by the National Association of Insurance Commissioners.<br />

Records<br />

We maintain all records and accounts relating to the Account at our Principle Executive Office. As presently required<br />

by the Investment Company Act of 1940, as amended, and regulations promulgated thereunder, reports containing<br />

such information as may be required under the Act or by any other applicable law or regulation will be sent to you<br />

semi-annually at your last address known to us.<br />

Services and Third Party Administration Agreements<br />

Pruco Life and <strong>Prudential</strong> have entered into a Service Agreement pursuant to which <strong>Prudential</strong> furnishes to Pruco Life<br />

various services, including preparation, maintenance, and filing of accounts, books, records, and other documents<br />

required under federal or state law, and various other accounting, administrative, and legal services, which are<br />

customarily performed by the officers and employees of <strong>Prudential</strong>. Pruco Life reimburses <strong>Prudential</strong> for its costs in<br />

providing such services. Under this Agreement, Pruco Life has reimbursed <strong>Prudential</strong> $653,795,842 in 2006,<br />

$510,368,375 in 2005, and $426,034,442 in 2004.<br />

Pruco Life and <strong>Prudential</strong> have entered into an agreement under which <strong>Prudential</strong> furnishes Pruco Life the same<br />

administrative support services that it provides in the operation of its own business with regard to the payment of<br />

death claim proceeds by way of <strong>Prudential</strong>’s Alliance Account, <strong>Prudential</strong>’s retained asset settlement option. Pruco<br />

Life transfers to <strong>Prudential</strong> an amount equal to the amount of the death claim, and <strong>Prudential</strong> establishes a retained<br />

asset settlement option for the beneficiary within its General Account and makes all payments necessary to satisfy<br />

such obligations. As soon as the Pruco Life death claim is processed, the beneficiaries are furnished with an<br />

1


information kit that describes the settlement option and a check book on which they may write checks. Pruco Life<br />

pays no fees or other compensation to <strong>Prudential</strong> under this agreement.<br />

Our individual life reinsurance treaties covering PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong> Contracts provide for the reinsurance of<br />

the mortality risk on a Yearly Renewable Term basis. Reinsurance is on a first-dollar quota share basis, with Pruco<br />

Life retaining 10% of the face amount, up to a limit of $100,000 per Contract, and the remainder is reinsured by<br />

<strong>Prudential</strong>. <strong>Prudential</strong> then reinsures some portion of this business with various reinsurers.<br />

Pruco Life, Pruco Life of New Jersey, and <strong>Prudential</strong> entered into an administrative agreement with First Tennessee<br />

Bank National Association (“First Express”), in which First Express provides remittance processing expertise and<br />

research and development capabilities providing Pruco Life, Pruco Life of New Jersey, and <strong>Prudential</strong> with the<br />

benefits of remittance processing, improved quality, increased productivity, decreased costs, and improved service<br />

levels. Fees for such services vary monthly, depending on the number of remittances and processing methods used<br />

for varying types of remittance. Under this Agreement, First Express received $3,339,870 in 2006, $3,722,833 in<br />

2005, $4,078,758 in 2004 from Pruco Life, Pruco Life of New Jersey, and <strong>Prudential</strong> for services rendered. First<br />

Tennessee Bank National Association’s principal business address is 165 Madison Avenue, Memphis, Tennessee<br />

38103. A chart showing fees that Pruco Life, Pruco Life of New Jersey, and <strong>Prudential</strong> pay for remittance processing<br />

is shown below.<br />

Remittance Processing Fees<br />

Total # of remittances per month<br />

Less than<br />

4,500,000<br />

4,500,001 to<br />

5,600,000<br />

Greater than<br />

5,600,000<br />

Power Encode and single item payments $0.10 $0.10 $0.09<br />

Multiple item payments $0.12 $0.10 $0.10<br />

Unprocessable payments $0.09 $0.09 $0.09<br />

Express mail payments $0.41 $0.41 $0.41<br />

Cash payments $1.28 $1.28 $1.28<br />

INITIAL PREMIUM PROCESSING<br />

In general, the invested portion of the minimum initial premium will be placed in the Contract Fund as of the later of<br />

the Contract Date and the date we receive the premium.<br />

Upon receipt of a request for life insurance from a prospective Contract owner, we will follow certain insurance<br />

underwriting (i.e. evaluation of risk) procedures designed to determine whether the proposed insured is insurable.<br />

The process may involve such verification procedures as medical examinations and may require that further<br />

information be provided by the proposed insured before a determination can be made. A Contract cannot be issued<br />

until this underwriting procedure has been completed.<br />

These processing procedures are designed to provide temporary life insurance coverage to every prospective owner<br />

who pays the minimum initial premium at the time the request for coverage is submitted, subject to the terms of the<br />

Limited Insurance Agreement. Since a Contract cannot be issued until after the underwriting process has been<br />

completed, we will provide temporary life insurance coverage through use of the Limited Insurance Agreement. This<br />

coverage is for the total death benefit applied for, up to the maximum described by the Limited Insurance Agreement.<br />

The Contract Date is the date we determine the proposed insured’s issue age. It represents the first day of the<br />

Contract year and the commencement of the suicide and contestable periods for purposes of the basic insurance<br />

amount.<br />

If the minimum initial premium is received on or before the Contract is issued, the premium will be applied as of the<br />

Contract date. If an unusual delay is encountered in the underwriting procedure (for example, if a request for further<br />

information is not met promptly), the Contract Date will be 21 days prior to the date on which the Contract is<br />

physically issued. If a medical examination is required, the Contract Date will ordinarily be the date the examination<br />

is completed, subject to the same qualification as that noted above.<br />

2


If the initial premium paid is less than the minimum initial premium, the Contract Date will be determined as described<br />

above. Upon receipt of the balance of the minimum initial premium, the total premiums received will be applied as of<br />

the date that the minimum initial premium was satisfied.<br />

If the minimum initial premium is received after the Contract Date, it will be applied as of the date of receipt.<br />

There is one principal variation from the foregoing procedure. If permitted by the insurance laws of the state in which<br />

the Contract is issued, the Contract may be backdated up to six months.<br />

In situations where the Contract Date precedes the date that the minimum initial premium is received, charges due<br />

prior to the initial premium receipt date will be deducted from the initial premium.<br />

ADDITIONAL INFORMATION ABOUT<br />

OPERATION OF CONTRACTS<br />

Legal Considerations Relating to Sex-Distinct Premiums and Benefits<br />

The Contract generally employs mortality tables that distinguish between males and females. Thus, premiums and<br />

benefits differ under Contracts issued on males and females of the same age. However, in those states that have<br />

adopted regulations prohibiting sex-distinct insurance rates, premiums and cost of insurance charges will be based<br />

on male rates, whether the insureds are male or female. In addition, employers and employee organizations<br />

considering purchase of a Contract should consult their legal advisers to determine whether purchase of a Contract<br />

based on sex-distinct actuarial tables is consistent with Title V<strong>II</strong> of the Civil Rights Act of 1964 or other applicable law.<br />

How a Type A (Fixed) Contract's Death Benefit Will Vary<br />

There are three types of death benefit available under the Contract: (1) Type A, a generally fixed death benefit; (2)<br />

Type B, a variable death benefit; and (3) Type C, a return of premium death benefit. A Type C (return of premium)<br />

death benefit generally varies by the amount of premiums paid, a Type B (variable) death benefit varies with<br />

investment performance, and a Type A (fixed) death benefit does not vary unless it must be increased to comply with<br />

the Internal Revenue Code's definition of life insurance.<br />

Under the Type A (fixed) Contract, the death benefit is generally equal to the basic insurance amount, before the<br />

reduction of any Contract debt. If the Contract is kept in-force for several years, depending on how much premium<br />

you pay, and/or if investment performance is reasonably favorable, the Contract Fund may grow to the point where<br />

we will increase the death benefit in order to ensure that the Contract will satisfy the Internal Revenue Code's<br />

definition of life insurance.<br />

Assuming no Contract debt, the death benefit of a Type A (fixed) Contract will always be the greater of:<br />

(1) the basic insurance amount; and<br />

(2) the Contract Fund before the deduction of any monthly charges due on that date, multiplied by the attained age<br />

factor that applies.<br />

A listing of attained age factors can be found on your Contract Data pages. The latter provision ensures that the<br />

Contract will always have a death benefit large enough so that the Contract will be treated as life insurance for tax<br />

purposes under current law. Before the Contract is issued, the Contract owner may choose between two methods<br />

that we use to determine the tax treatment of the Contract.<br />

The following table illustrates at different ages how the attained age factor affects the death benefit for different<br />

Contract Fund amounts. The table assumes a $250,000 Type A (fixed) Contract was issued when the insured was a<br />

male nonsmoker, age 35, and there is no Contract debt.<br />

3


Type A (Fixed) Death Benefit<br />

the insured is<br />

age<br />

IF<br />

and the<br />

Contract Fund<br />

is<br />

the attained age<br />

factor is**<br />

THEN<br />

the Contract Fund multiplied<br />

by the attained age factor is<br />

and the Death<br />

Benefit is<br />

40<br />

40<br />

40<br />

$ 25,000<br />

$ 75,000<br />

$100,000<br />

3.57<br />

3.57<br />

3.57<br />

89,250<br />

267,750<br />

357,000<br />

$250,000<br />

$267,750*<br />

$357,000*<br />

60<br />

60<br />

60<br />

$ 75,000<br />

$125,000<br />

$150,000<br />

1.92<br />

1.92<br />

1.92<br />

144,000<br />

240,000<br />

288,000<br />

$250,000<br />

$250,000<br />

$288,000*<br />

80<br />

80<br />

80<br />

$150,000<br />

$200,000<br />

$225,000<br />

1.26<br />

1.26<br />

1.26<br />

189,000<br />

252,000<br />

283,500<br />

$250,000<br />

$252,000*<br />

$283,500*<br />

* Note that the death benefit has been increased to comply with the Internal Revenue Code’s definition of life insurance.<br />

** Assumes the Contract owner selected the Cash Value Accumulation Test.<br />

This means, for example, that if the insured has reached the age of 60, and the Contract Fund is $150,000, the death<br />

benefit will be $288,000, even though the basic insurance amount is $250,000. In this situation, for every $1 increase<br />

in the Contract Fund, the death benefit will be increased by $1.92. We reserve the right to refuse to accept any<br />

premium payment that increases the death benefit by more than it increases the Contract Fund. If we exercise this<br />

right, in certain situations it may result in the loss of the No-Lapse Guarantee.<br />

How a Type B (Variable) Contract's Death Benefit Will Vary<br />

Under the Type B (variable) Contract, while the Contract is in-force, the death benefit will never be less than the basic<br />

insurance amount, before the reduction of any Contract debt, but will also vary immediately after it is issued, with the<br />

investment results of the selected variable investment options. The death benefit may be increased to ensure that<br />

the Contract will satisfy the Internal Revenue Code's definition of life insurance.<br />

Assuming no Contract debt, the death benefit of a Type B (variable) Contract will always be the greater of:<br />

(1) the basic insurance amount plus the Contract Fund before the deduction of any monthly charges due on that<br />

date; and<br />

(2) the Contract Fund before the deduction of any monthly charges due on that date, multiplied by the attained age<br />

factor that applies.<br />

For purposes of computing the death benefit, if the Contract Fund is less than zero, we will consider it to be zero. A<br />

listing of attained age factors can be found on your Contract Data pages. The latter provision ensures that the<br />

Contract will always have a death benefit large enough so that the Contract will be treated as life insurance for tax<br />

purposes under current law. Before the Contract is issued, the Contract owner may choose between two methods<br />

that we use to determine the tax treatment of the Contract.<br />

The following table illustrates various attained age factors and Contract Funds and the corresponding death benefits.<br />

The table assumes a $250,000 Type B (variable) Contract was issued when the insured was a male nonsmoker, age<br />

35, and there is no Contract debt.<br />

4


Type B (Variable) Death Benefit<br />

the insured is<br />

age<br />

IF<br />

and the<br />

Contract Fund<br />

is<br />

the attained age<br />

factor is**<br />

THEN<br />

the Contract Fund multiplied<br />

by the attained age factor is<br />

and the Death<br />

Benefit is<br />

40<br />

40<br />

40<br />

$25,000<br />

$75,000<br />

$100,000<br />

3.57<br />

3.57<br />

3.57<br />

89,250<br />

267,750<br />

357,000<br />

$275,000<br />

$325,000<br />

$357,000*<br />

60<br />

60<br />

60<br />

$ 75,000<br />

$125,000<br />

$150,000<br />

1.92<br />

1.92<br />

1.92<br />

144,000<br />

240,000<br />

288,000<br />

$325,000<br />

$375,000<br />

$400,000<br />

80<br />

80<br />

80<br />

$150,000<br />

$200,000<br />

$225,000<br />

1.26<br />

1.26<br />

1.26<br />

189,000<br />

252,000<br />

283,500<br />

$400,000<br />

$450,000<br />

$475,000<br />

* Note that the death benefit has been increased to comply with the Internal Revenue Code’s definition of life insurance.<br />

** Assumes the Contract owner selected the Cash Value Accumulation Test.<br />

This means, for example, that if the insured has reached the age of 40, and the Contract Fund is $100,000, the death<br />

benefit will be $357,000, even though the basic insurance amount is $250,000. In this situation, for every $1 increase<br />

in the Contract Fund, the death benefit will be increased by $3.57. We reserve the right to refuse to accept any<br />

premium payment that increases the death benefit by more than it increases the Contract Fund. If we exercise this<br />

right, in certain situations it may result in the loss of the No-Lapse Guarantee.<br />

How a Type C (Return of Premium) Contract’s Death Benefit Will Vary<br />

Under the Type C (return of premium) Contract, while the Contract is in-force, the death benefit will vary by the<br />

amount of premiums paid, less any withdrawals, both accumulated with interest at the rate(s) chosen by the Contract<br />

owner and shown in the Contract Data pages. The interest rate will range from 0% to 8%; in ½% increments. The<br />

death benefit on a Type C Contract is limited to the basic insurance amount plus an amount equal to: the Contract<br />

Fund plus the Type C Limiting Amount (the sum of the initial basic insurance amount plus any initial Target Term<br />

Rider coverage amount) multiplied by the Type C Death Benefit Factor, both located in the Contract Limitations<br />

section of your Contract. The death benefit may be increased to ensure that the Contract will satisfy the Internal<br />

Revenue Code’s definition of life insurance. Unlike Type A and Type B Contracts, the death benefit of a Type C<br />

Contract may be less than the basic insurance amount in the event total withdrawals are greater than total premiums<br />

paid.<br />

Assuming no Contract debt, the death benefit of a Type C (return of premium) Contract will always be the lesser of:<br />

(1) the basic insurance amount plus the total premiums paid into the Contract less any withdrawals, both<br />

accumulated with interest at the rate(s) displayed in the Contract Data pages; and<br />

(2) the basic insurance amount plus the Contract Fund before deduction of any monthly charges due on that date<br />

plus the product of the Type C Limiting Amount multiplied by the Type C Death Benefit Factor, both found in the<br />

Contract Limitations section of the Contract Data pages.<br />

However, if the product of the Contract Fund, before any monthly charges, multiplied by the attained age factor is<br />

greater than either (1) or (2), described above, then it will become the death benefit.<br />

A listing of attained age factors can be found on your Contract Data pages. The latter provision ensures that the<br />

Contract will always have a death benefit large enough so that the Contract will be treated as life insurance for tax<br />

purposes under current law. Before the Contract is issued, the Contract owner may choose between two methods<br />

that we use to determine the tax treatment of the Contract.<br />

5


The following table illustrates various attained age factors and Contract Funds and the corresponding death<br />

benefits. The table assumes a $250,000 Type C (return of premium) Contract was issued when the insured was a<br />

male nonsmoker, age 35, and there is no Contract debt.<br />

Type C (Return of Premium) Death Benefit<br />

the<br />

insured<br />

is age<br />

IF<br />

and the Contract and the premiums paid<br />

Fund is less any withdrawals<br />

is<br />

the attained age<br />

factor is**<br />

THEN<br />

the Contract Fund<br />

multiplied by the<br />

attained age factor is<br />

and the Death<br />

Benefit is<br />

40<br />

40<br />

40<br />

$25,000<br />

$75,000<br />

$100,000<br />

$15,000<br />

$60,000<br />

$80,000<br />

3.57<br />

3.57<br />

3.57<br />

89,250<br />

267,750<br />

357,000<br />

$265,000<br />

$310,000<br />

$357,000*<br />

60<br />

60<br />

60<br />

$75,000<br />

$125,000<br />

$150,000<br />

$ 60,000<br />

$100,000<br />

$125,000<br />

1.92<br />

1.92<br />

1.92<br />

144,000<br />

240,000<br />

288,000<br />

$310,000<br />

$350,000<br />

$375,000<br />

80<br />

80<br />

80<br />

$150,000<br />

$200,000<br />

$225,000<br />

$125,000<br />

$150,000<br />

$175,000<br />

1.26<br />

1.26<br />

1.26<br />

189,000<br />

252,000<br />

283,500<br />

$375,000<br />

$400,000<br />

$425,000<br />

* Note that the death benefit has been increased to comply with the Internal Revenue Code’s definition of life insurance.<br />

** Assumes the Contract owner selected the Cash Value Accumulation Test.<br />

This means, for example, that if the insured has reached the age of 40, and the premiums paid less any withdrawals<br />

equals $80,000, the death benefit will be $357,000, even though the basic insurance amount is $250,000. In this<br />

situation, for every $1 increase in the Contract Fund, the death benefit will be increased by $3.57. We reserve the<br />

right to refuse to accept any premium payment that increases the death benefit by more than it increases the Contract<br />

Fund. If we exercise this right, in certain situations it may result in the loss of the No-Lapse Guarantee.<br />

Reports to Contract Owners<br />

Once each year, we will send you a statement that provides certain information pertinent to your Contract. This<br />

statement will detail values, transactions made, and specific Contract data that apply only to your particular Contract.<br />

You will also be sent annual and semi-annual reports of the Funds showing the financial condition of the portfolios<br />

and the investments held in each portfolio.<br />

UNDERWRITING PROCEDURES<br />

When you express interest in obtaining insurance from us, you may apply for coverage in one of two ways, via a<br />

paper application or through our Worksheet process. When using the paper application, a registered representative<br />

completes a full application and submits it to our underwriting unit to commence the underwriting process. A<br />

registered representative may be an agent/broker who is a representative of Pruco Securities, LLC (“Prusec”), a<br />

broker dealer affiliate of <strong>Prudential</strong>, or in some cases, a broker dealer not directly affiliated with <strong>Prudential</strong>.<br />

When using the Worksheet process, a registered representative typically collects enough applicant information to<br />

start the underwriting process. The representative will submit the information to our New Business Department to<br />

begin processing, which includes scheduling a direct call to the applicant to obtain medical information, and to<br />

confirm other data.<br />

Regardless of which of the two underwriting processes is followed, once we receive the necessary information, which<br />

may include doctors’ statements, medical examinations from physicians or paramedical vendors, test results, and<br />

other information, we will make a decision regarding our willingness to accept the risk, and the price at which we will<br />

accept the risk. We will issue the Contract when the risk has been accepted and priced.<br />

6


ADDITIONAL INFORMATION ABOUT CHARGES<br />

Charges for Increases in Basic Insurance Amount<br />

Each time you increase your basic insurance amount, we will send you new Contract Data pages showing the<br />

amount and effective date of the change and the recomputed charges, values, and limitations. No transaction charge<br />

is currently being made in connection with an increase in basic insurance amount. However, we reserve the right to<br />

make such a charge in an amount of up to $25.<br />

The Sales Load Target Premium is calculated separately for each coverage segment. When premiums are paid,<br />

each payment is allocated to each coverage segment based on the proportion of the Sales Load Target Premium in<br />

each segment to the total Sales Load Target Premiums of all segments. Currently, the sales load charge for each<br />

coverage segment is equal to 4% of the allocated premium paid in each Contract year up to the Sales Load Target<br />

Premium and 2% of allocated premiums paid in excess of this amount for the first 10 Contract years; 0% thereafter.<br />

ADDITIONAL INFORMATION ABOUT CONTRACTS IN DEFAULT<br />

When your Contract is in default, no part of your Contract Fund is available to you. Consequently, you are not able to<br />

take any loans, partial withdrawals or surrenders, or make any transfers among the investment options. In addition,<br />

during any period in which your Contract is in default, you may not change the way in which subsequent premiums<br />

are allocated or increase the amount of your insurance by increasing the basic insurance amount of the Contract.<br />

DISTRIBUTION AND COMPENSATION<br />

In an effort to promote the sale of our variable products (which may include the placement of our Contracts on a<br />

preferred or recommended company or product list and/or access to a broker-dealer’s registered representatives), we<br />

or Prusec may enter into compensation arrangements with certain broker-dealer firms authorized by Prusec to sell<br />

the Contract, or branches of such firms, with respect to certain or all registered representatives of such firms under<br />

which such firms may receive separate compensation or reimbursement for, among other things, training of sales<br />

personnel, marketing and / or administrative and / or other services they provide to us or our affiliates. To the extent<br />

permitted by NASD rules and other applicable laws and regulations, Prusec may pay or allow other promotional<br />

incentives or payments in the form of cash or non-cash compensation. These arrangements may not be offered to all<br />

firms, and the terms of such arrangements may differ between firms. You should note that firms and individual<br />

registered representatives and branch managers within some firms participating in one of these compensation<br />

arrangements might receive greater compensation for selling the Contract than for selling a different Contract that is<br />

not eligible for these compensation arrangements.<br />

Pruco Life makes these promotional payments directly to or in sponsorship of the firm (or its affiliated broker/dealers).<br />

Examples of arrangements under which such payments may be made currently include, but are not limited to,<br />

sponsorships, conferences (national, regional and top producer), speaker fees, promotional items and<br />

reimbursements to firms for marketing activities or services paid by the firms and/or their individual representatives.<br />

The amount of these payments varies widely because some payments may encompass only a single event, such as<br />

a conference, and others have a much broader scope.<br />

Your registered representative can provide you with more information about the compensation arrangements that<br />

apply upon the sale of the Contract.<br />

EXPERTS<br />

The consolidated financial statements of Pruco Life and Subsidiaries as of December 31, 2006 and 2005 and for<br />

each of the three years in the period ended December 31, 2006 and the financial statements of Pruco Life Variable<br />

Universal Account as of December 31, 2006 and for each of the two years in the period then ended included in this<br />

Statement of Additional Information have been so included in reliance on the reports of PricewaterhouseCoopers<br />

LLP, independent registered public accounting firm, given on the authority of said firm as experts in auditing and<br />

accounting. PricewaterhouseCoopers LLP's principal business address is 300 Madison Avenue, New York, New York<br />

10017.<br />

Actuarial matters included in this Statement of Additional Information have been examined by Nancy D. Davis, MAAA,<br />

FSA, Vice President and Actuary of <strong>Prudential</strong>, whose opinion is filed as an exhibit to the registration statement.<br />

7


PERFORMANCE DATA<br />

Average Annual Total Return<br />

The Account may advertise average annual total return information calculated according to a formula prescribed by<br />

the U.S. Securities and Exchange Commission (“SEC”). Average annual total return shows the average annual<br />

percentage increase, or decrease, in the value of a hypothetical contribution allocated to a Subaccount from the<br />

beginning to the end of each specified period of time. The SEC standardized version of this performance information<br />

is based on an assumed contribution of $1,000 allocated to a Subaccount at the beginning of each period and full<br />

withdrawal of the value of that amount at the end of each specified period. This method of calculating performance<br />

further assumes that (i) a $1,000 contribution was allocated to a Subaccount and (ii) no transfers or additional<br />

payments were made. Premium taxes are not included in the term “charges” for purposes of this calculation.<br />

Average annual total return is calculated by finding the average annual compounded rates of return of a hypothetical<br />

contribution that would compare the Unit Value on the first day of a specified period to the ending redeemable value<br />

at the end of the period according to the following formula:<br />

P(1+T)n = ERV<br />

Where T equals average annual total return, where ERV (the ending redeemable value) is the value at the end of the<br />

applicable period of a hypothetical contribution of $1,000 made at the beginning of the applicable period, where P<br />

equals a hypothetical contribution of $1,000, and where n equals the number of years.<br />

Non-Standard Total Return<br />

In addition to the standardized average annual total return information described above, we may present total return<br />

information computed on bases different from that standardized method. The Account may also present aggregate<br />

total return figures for various periods, reflecting the cumulative change in value of an investment in the Account for<br />

the specified period.<br />

For the periods prior to the date the Subaccounts commenced operations, non-standard performance information for<br />

the Contracts will be calculated based on the performance of the Funds and the assumption that the Subaccounts<br />

were in existence for the same periods as those indicated for the Funds, with the level of Contract charges that were<br />

in effect at the inception of the Subaccounts (this is referred to as “hypothetical performance data”). Standard and<br />

non-standard average annual return calculations include the mortality and expense risk charge under the Contract,<br />

but do not reflect other life insurance contract charges (sales, administration, and actual cost of insurance) nor any<br />

applicable surrender or lapse charges, which would significantly lower the returns. Information stated for any given<br />

period does not indicate or represent future performance.<br />

Money Market Subaccount Yield<br />

The “total return” figures for the Money Market Subaccount are calculated using historical investment returns of the<br />

Money Market Portfolio of The <strong>Prudential</strong> Series Fund, Inc. as if PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong> had been investing in<br />

that subaccount during a specified period. Fees associated with the Series Fund are reflected; however, all fees,<br />

expenses, and charges associated with PruLife ® <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong> are not reflected.<br />

The yield is computed by determining the net change, exclusive of capital changes, in the value of a hypothetical preexisting<br />

account having a balance of one accumulation unit of the Money Market Subaccount at the beginning of a<br />

specified period, subtracting a hypothetical charge reflecting deductions from Contract owner accounts, and dividing<br />

the difference by the value of the subaccount at the beginning of the base period to obtain the base period return, and<br />

then multiplying the base period return by (365/7), with the resulting figure carried to the nearest ten-thousandth of<br />

1%. The effective yield is obtained by taking the base period return, adding 1, raising the sum to a power equal to<br />

365 divided by 7, and subtracting 1 from the result, according to the following formula: Effective Yield ([base period<br />

return + 1] 365/7)-1.<br />

The yields on amounts held in the Money Market Subaccount will fluctuate on a daily basis. Therefore, the stated<br />

yields for any given period are not an indication of future yields.<br />

8


FINANCIAL STATEMENTS<br />

The financial statements of the Account should be distinguished from the consolidated financial statements of Pruco<br />

Life and its subsidiaries, which should be considered only as bearing upon the ability of Pruco Life to meet its<br />

obligations under the Contracts.<br />

9


FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

STATEMENT OF NET ASSETS<br />

December 31, 2006<br />

SUBACCOUNTS<br />

<strong>Prudential</strong><br />

Money Market<br />

Portfolio<br />

<strong>Prudential</strong><br />

Diversified Bond<br />

Portfolio<br />

<strong>Prudential</strong><br />

Equity<br />

Portfolio<br />

<strong>Prudential</strong><br />

Flexible<br />

Managed<br />

Portfolio<br />

ASSETS<br />

Investment in the portfolios, at value $ 209,027,639 $ 86,903,169 $ 64,825,110 $ 4,505,765<br />

Net Assets $ 209,027,639 $ 86,903,169 $ 64,825,110 $ 4,505,765<br />

NET ASSETS, representing:<br />

Accumulation units $ 209,027,639 $ 86,903,169 $ 64,825,110 $ 4,505,765<br />

$ 209,027,639 $ 86,903,169 $ 64,825,110 $ 4,505,765<br />

Units outstanding 134,946,037 41,664,687 37,182,960 3,207,896<br />

Portfolio shares held 20,902,764 8,009,509 2,361,570 245,412<br />

Portfolio net asset value per share $ 10.00 $ 10.85 $ 27.45 $ 18.36<br />

Investment in portfolio shares, at cost $ 209,027,639 $ 88,889,906 $ 51,084,188 $ 3,788,958<br />

STATEMENT OF OPERATIONS<br />

For the period ended December 31, 2006<br />

SUBACCOUNTS<br />

<strong>Prudential</strong><br />

Money Market<br />

Portfolio<br />

<strong>Prudential</strong><br />

Diversified Bond<br />

Portfolio<br />

<strong>Prudential</strong><br />

Equity<br />

Portfolio<br />

<strong>Prudential</strong><br />

Flexible<br />

Managed<br />

Portfolio<br />

INVESTMENT INCOME<br />

Dividend income $ 8,508,504 $ 4,253,938 $ 678,859 $ 87,110<br />

EXPENSES<br />

Charges to contract owners for assuming<br />

mortality risk and expense risk 887,534 419,430 259,766 31,060<br />

NET INVESTMENT INCOME (LOSS) 7,620,970 3,834,508 419,093 56,050<br />

NET REALIZED AND UNREALIZED GAIN<br />

(LOSS) ON INVESTMENTS<br />

Capital gains distributions received 0 867,916 0 63,481<br />

Realized gain (loss) on shares redeemed 0 (712,864) 3,083,566 54,993<br />

Net change in unrealized gain (loss) on<br />

investments 0 (371,171) 2,823,999 282,530<br />

NET GAIN (LOSS) ON INVESTMENTS 0 (216,119) 5,907,565 401,004<br />

NET INCREASE (DECREASE) IN NET ASSETS<br />

RESULTING FROM OPERATIONS $ 7,620,970 $ 3,618,389 $ 6,326,658 $ 457,054<br />

The accompanying notes are an integral part of these financial statements.<br />

A1


SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong><br />

Conservative<br />

Balanced<br />

Portfolio<br />

<strong>Prudential</strong><br />

High Yield Bond<br />

Portfolio<br />

<strong>Prudential</strong><br />

Stock Index<br />

Portfolio<br />

<strong>Prudential</strong><br />

Value<br />

Portfolio<br />

<strong>Prudential</strong><br />

Natural Resources<br />

Portfolio<br />

<strong>Prudential</strong><br />

Global<br />

Portfolio<br />

$ 40,520,674 $ 8,961,785 $ 200,140,309 $ 18,546,879 $ 4,154,826 $ 18,279,870<br />

$ 40,520,674 $ 8,961,785 $ 200,140,309 $ 18,546,879 $ 4,154,826 $ 18,279,870<br />

$ 40,520,674 $ 8,961,785 $ 200,140,309 $ 18,546,879 $ 4,154,826 $ 18,279,870<br />

$ 40,520,674 $ 8,961,785 $ 200,140,309 $ 18,546,879 $ 4,154,826 $ 18,279,870<br />

16,371,387 6,078,309 107,742,561 7,174,371 375,866 13,093,431<br />

2,499,733 1,681,386 5,615,609 707,626 90,975 811,357<br />

$ 16.21 $ 5.33 $ 35.64 $ 26.21 $ 45.67 $ 22.53<br />

$ 36,233,889 $ 8,870,423 $ 168,842,201 $ 13,840,166 $ 2,651,992 $ 13,239,182<br />

SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong><br />

Conservative<br />

Balanced<br />

Portfolio<br />

<strong>Prudential</strong><br />

High Yield Bond<br />

Portfolio<br />

<strong>Prudential</strong><br />

Stock Index<br />

Portfolio<br />

<strong>Prudential</strong><br />

Value<br />

Portfolio<br />

<strong>Prudential</strong><br />

Natural Resources<br />

Portfolio<br />

<strong>Prudential</strong><br />

Global<br />

Portfolio<br />

$ 1,274,648 $ 670,666 $ 3,072,815 $ 251,249 $ 73,290 $ 119,256<br />

241,278 24,960 845,117 89,811 22,786 60,379<br />

1,033,370 645,706 2,227,698 161,438 50,504 58,877<br />

107,204 0 575,014 591,603 590,838 0<br />

311,703 (118,029) 3,738,659 553,654 303,921 1,205,168<br />

1,987,382 291,020 19,881,795 1,649,779 (177,646) 1,831,676<br />

2,406,289 172,991 24,195,468 2,795,036 717,113 3,036,844<br />

$ 3,439,659 $ 818,697 $ 26,423,166 $ 2,956,474 $ 767,617 $ 3,095,721<br />

The accompanying notes are an integral part of these financial statements.<br />

A2


FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

STATEMENT OF NET ASSETS<br />

December 31, 2006<br />

SUBACCOUNTS<br />

<strong>Prudential</strong><br />

Government<br />

Income<br />

Portfolio<br />

<strong>Prudential</strong><br />

Jennison<br />

Portfolio<br />

<strong>Prudential</strong><br />

Small<br />

Capitalization<br />

Stock Portfolio<br />

T. Rowe Price<br />

International<br />

Stock<br />

Portfolio<br />

ASSETS<br />

Investment in the portfolios, at value $ 71,045,674 $ 48,749,041 $ 28,691,950 $ 8,125,603<br />

Net Assets $ 71,045,674 $ 48,749,041 $ 28,691,950 $ 8,125,603<br />

NET ASSETS, representing:<br />

Accumulation units $ 71,045,674 $ 48,749,041 $ 28,691,950 $ 8,125,603<br />

$ 71,045,674 $ 48,749,041 $ 28,691,950 $ 8,125,603<br />

Units outstanding 24,962,904 49,111,498 7,275,481 6,605,593<br />

Portfolio shares held 6,309,562 2,313,671 1,231,943 452,176<br />

Portfolio net asset value per share $ 11.26 $ 21.07 $ 23.29 $ 17.97<br />

Investment in portfolio shares, at cost $ 76,286,681 $ 40,358,385 $ 19,595,297 $ 5,642,576<br />

STATEMENT OF OPERATIONS<br />

For the period ended December 31, 2006<br />

SUBACCOUNTS<br />

<strong>Prudential</strong><br />

Government<br />

Income<br />

Portfolio<br />

<strong>Prudential</strong><br />

Jennison<br />

Portfolio<br />

<strong>Prudential</strong><br />

Small<br />

Capitalization<br />

Stock Portfolio<br />

T. Rowe Price<br />

International<br />

Stock<br />

Portfolio<br />

INVESTMENT INCOME<br />

Dividend income $ 3,398,184 $ 141,772 $ 163,445 $ 89,130<br />

EXPENSES<br />

Charges to contract owners for assuming mortality risk and<br />

expense risk 414,576 143,673 162,806 37,060<br />

NET INVESTMENT INCOME (LOSS) 2,983,608 (1,901) 639 52,070<br />

NET REALIZED AND UNREALIZED GAIN (LOSS) ON<br />

INVESTMENTS<br />

Capital gains distributions received 0 0 1,238,388 26,739<br />

Realized gain (loss) on shares redeemed (79,797) 1,135,190 212,272 714,630<br />

Net change in unrealized gain (loss) on investments (750,768) (348,369) 2,076,243 633,390<br />

NET GAIN (LOSS) ON INVESTMENTS (830,565) 786,821 3,526,903 1,374,759<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS $ 2,153,043 $ 784,920 $ 3,527,542 $ 1,426,829<br />

The accompanying notes are an integral part of these financial statements.<br />

A3


SUBACCOUNTS (Continued)<br />

Janus Aspen<br />

Large Cap<br />

Growth Portfolio -<br />

Institutional<br />

Shares<br />

MFS<br />

Emerging<br />

Growth<br />

Series<br />

American<br />

Century<br />

VP Value<br />

Fund<br />

Franklin<br />

Small-Mid Cap<br />

Growth<br />

Securities<br />

Fund<br />

American<br />

Century VP<br />

Income &<br />

Growth<br />

Fund<br />

<strong>Prudential</strong> SP<br />

T.Rowe Price<br />

Large-Cap<br />

Growth<br />

Portfolio<br />

$ 4,792,537 $ 2,046,000 $ 11,300,038 $ 5,117,796 $ 1,713,103 $ 10,968,041<br />

$ 4,792,537 $ 2,046,000 $ 11,300,038 $ 5,117,796 $ 1,713,103 $ 10,968,041<br />

$ 4,792,537 $ 2,046,000 $ 11,300,038 $ 5,117,796 $ 1,713,103 $ 10,968,041<br />

$ 4,792,537 $ 2,046,000 $ 11,300,038 $ 5,117,796 $ 1,713,103 $ 10,968,041<br />

5,986,643 3,001,571 5,923,781 5,953,011 1,366,013 10,296,528<br />

207,290 99,128 1,292,910 231,261 198,506 1,529,713<br />

$ 23.12 $ 20.64 $ 8.74 $ 22.13 $ 8.63 $ 7.17<br />

$ 4,161,737 $ 1,843,961 $ 9,548,348 $ 4,015,660 $ 1,342,873 $ 10,067,038<br />

SUBACCOUNTS (Continued)<br />

Janus Aspen<br />

Large Cap<br />

Growth Portfolio -<br />

Institutional<br />

Shares<br />

MFS<br />

Emerging<br />

Growth<br />

Series<br />

American<br />

Century<br />

VP Value<br />

Fund<br />

Franklin<br />

Small-Mid Cap<br />

Growth<br />

Securities<br />

Fund<br />

American<br />

Century VP<br />

Income &<br />

Growth<br />

Fund<br />

<strong>Prudential</strong> SP<br />

T.Rowe Price<br />

Large-Cap<br />

Growth<br />

Portfolio<br />

$ 22,778 $ 0 $ 150,818 $ 0 $ 27,628 $ 0<br />

29,050 14,521 62,216 23,165 3,114 23,570<br />

(6,272) (14,521) 88,602 (23,165) 24,514 (23,570)<br />

0 0 951,386 0 0 1,173,356<br />

149,121 72,304 179,684 663,345 52,894 76,763<br />

336,862 198,043 549,322 (48,831) 172,976 (630,771)<br />

485,983 270,347 1,680,392 614,514 225,870 619,348<br />

$ 479,711 $ 255,826 $ 1,768,994 $ 591,349 $ 250,384 $ 595,778<br />

The accompanying notes are an integral part of these financial statements.<br />

A4


FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

STATEMENT OF NET ASSETS<br />

December 31, 2006<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> SP<br />

Davis Value<br />

Portfolio<br />

Dreyfus<br />

MidCap Stock<br />

Portfolio<br />

Dreyfus<br />

Developing<br />

Leaders<br />

Portfolio<br />

<strong>Prudential</strong> SP<br />

Small Cap Value<br />

Portfolio<br />

ASSETS<br />

Investment in the portfolios, at value $ 44,754,833 $ 452,272 $ 2,539,381 $ 37,000,156<br />

Net Assets $ 44,754,833 $ 452,272 $ 2,539,381 $ 37,000,156<br />

NET ASSETS, representing:<br />

Accumulation units $ 44,754,833 $ 452,272 $ 2,539,381 $ 37,000,156<br />

$ 44,754,833 $ 452,272 $ 2,539,381 $ 37,000,156<br />

Units outstanding 30,460,223 311,420 3,852,099 22,004,171<br />

Portfolio shares held 3,732,680 26,008 60,418 2,704,690<br />

Portfolio net asset value per share $ 11.99 $ 17.39 $ 42.03 $ 13.68<br />

Investment in portfolio shares, at cost $ 35,967,773 $ 422,770 $ 2,296,331 $ 34,024,568<br />

STATEMENT OF OPERATIONS<br />

For the period ended December 31, 2006<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> SP<br />

Davis Value<br />

Portfolio<br />

Dreyfus<br />

MidCap Stock<br />

Portfolio<br />

Dreyfus<br />

Developing<br />

Leaders<br />

Portfolio<br />

<strong>Prudential</strong> SP<br />

Small Cap Value<br />

Portfolio<br />

INVESTMENT INCOME<br />

Dividend income $ 288,028 $ 13,187 $ 18,045 $ 164,701<br />

EXPENSES<br />

Charges to contract owners for assuming mortality risk<br />

and expense risk 101,138 3,040 6,478 85,088<br />

NET INVESTMENT INCOME (LOSS) 186,890 10,147 11,567 79,613<br />

NET REALIZED AND UNREALIZED GAIN (LOSS) ON<br />

INVESTMENTS<br />

Capital gains distributions received 580,775 562,232 373,173 5,008,268<br />

Realized gain (loss) on shares redeemed 460,376 276,982 336,727 141,143<br />

Net change in unrealized gain (loss) on investments 4,239,706 (527,425) (529,702) (840,376)<br />

NET GAIN (LOSS) ON INVESTMENTS 5,280,857 311,789 180,198 4,309,035<br />

NET INCREASE (DECREASE) IN NET ASSETS<br />

RESULTING FROM OPERATIONS $ 5,467,747 $ 321,936 $ 191,765 $ 4,388,648<br />

The accompanying notes are an integral part of these financial statements.<br />

A5


SUBACCOUNTS (Continued)<br />

Janus Aspen<br />

Goldman Sachs <strong>Prudential</strong> SP Mid-Cap Janus Aspen<br />

Structured AIM V.I. Small-Cap Growth Balanced<br />

Small Cap AIM V.I. Technology Growth Portfolio - Portfolio -<br />

Equity Fund Utilities Fund Fund Portfolio Service Shares Service Shares<br />

$ 1,955,635 $ 40,766 $ 580,473 $ 7,069,272 $ 1,201,621 $ 21,728,933<br />

$ 1,955,635 $ 40,766 $ 580,473 $ 7,069,272 $ 1,201,621 $ 21,728,933<br />

$ 1,955,635 $ 40,766 $ 580,473 $ 7,069,272 $ 1,201,621 $ 21,728,933<br />

$ 1,955,635 $ 40,766 $ 580,473 $ 7,069,272 $ 1,201,621 $ 21,728,933<br />

1,125,643 37,317 1,869,117 6,594,655 1,778,625 17,141,114<br />

135,432 1,920 41,403 950,171 37,329 753,692<br />

$ 14.44 $ 21.23 $ 14.02 $ 7.44 $ 32.19 $ 28.83<br />

$ 1,732,451 $ 34,382 $ 468,837 $ 5,979,223 $ 1,097,790 $ 17,879,558<br />

SUBACCOUNTS (Continued)<br />

Janus Aspen<br />

Goldman Sachs <strong>Prudential</strong> SP Mid-Cap Janus Aspen<br />

Structured AIM V.I. Small-Cap Growth Balanced<br />

Small Cap AIM V.I. Technology Growth Portfolio - Portfolio -<br />

Equity Fund Utilities Fund Fund Portfolio Service Shares Service Shares<br />

$ 12,011 $ 1,283 $ 0 $ 0 $ 0 $ 394,683<br />

4,288 470 1,061 16,266 1,578 42,036<br />

7,723 813 (1,061) (16,266) (1,578) 352,647<br />

131,101 792 0 0 0 0<br />

153,655 64,524 14,024 100,886 371,753 657,340<br />

(60,125) (27,554) 46,994 612,260 (203,481) 1,079,261<br />

224,631 37,762 61,018 713,146 168,272 1,736,601<br />

$ 232,354 $ 38,575 $ 59,957 $ 696,880 $ 166,694 $ 2,089,248<br />

The accompanying notes are an integral part of these financial statements.<br />

A6


FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

STATEMENT OF NET ASSETS<br />

December 31, 2006<br />

SUBACCOUNTS<br />

Janus Aspen<br />

<strong>Prudential</strong> SP <strong>Prudential</strong> SP Large Cap<br />

Oppenheimer PIMCO PIMCO Growth<br />

MidCap Total Return High Yield Portfolio -<br />

Fund/VA Portfolio Portfolio Service Shares<br />

ASSETS<br />

Investment in the portfolios, at value $ 2,842,147 $ 41,589,889 $ 8,398,989 $ 2,182,501<br />

Net Assets $ 2,842,147 $ 41,589,889 $ 8,398,989 $ 2,182,501<br />

NET ASSETS, representing:<br />

Accumulation units $ 2,842,147 $ 41,589,889 $ 8,398,989 $ 2,182,501<br />

$ 2,842,147 $ 41,589,889 $ 8,398,989 $ 2,182,501<br />

Units outstanding 4,251,974 30,333,158 5,555,820 2,142,310<br />

Portfolio shares held 56,628 3,733,383 813,068 95,556<br />

Portfolio net asset value per share $ 50.19 $ 11.14 $ 10.33 $ 22.84<br />

Investment in portfolio shares, at cost $ 2,498,747 $ 42,137,155 $ 8,246,310 $ 1,780,823<br />

STATEMENT OF OPERATIONS<br />

For the period ended December 31, 2006<br />

SUBACCOUNTS<br />

Janus Aspen<br />

<strong>Prudential</strong> SP <strong>Prudential</strong> SP Large Cap<br />

Oppenheimer PIMCO PIMCO Growth<br />

MidCap Total Return High Yield Portfolio -<br />

Fund/VA Portfolio Portfolio Service Shares<br />

INVESTMENT INCOME<br />

Dividend income $ 0 $ 1,733,959 $ 595,831 $ 5,713<br />

EXPENSES<br />

Charges to contract owners for assuming mortality risk<br />

and expense risk 4,713 101,033 21,572 5,007<br />

NET INVESTMENT INCOME (LOSS) (4,713) 1,632,926 574,259 706<br />

NET REALIZED AND UNREALIZED GAIN (LOSS) ON<br />

INVESTMENTS<br />

Capital gains distributions received 0 0 78,811 0<br />

Realized gain (loss) on shares redeemed 41,516 (269,060) 14,375 46,668<br />

Net change in unrealized gain (loss) on investments (7,051) (92,991) 49,556 165,754<br />

NET GAIN (LOSS) ON INVESTMENTS 34,465 (362,051) 142,742 212,422<br />

NET INCREASE (DECREASE) IN NET ASSETS<br />

RESULTING FROM OPERATIONS $ 29,752 $ 1,270,875 $ 717,001 $ 213,128<br />

The accompanying notes are an integral part of these financial statements.<br />

A7


SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong> SP <strong>Prudential</strong> SP<br />

<strong>Prudential</strong> SP <strong>Prudential</strong> SP Strategic <strong>Prudential</strong> SP SP <strong>Prudential</strong> Conservative<br />

Large Cap AIM Core Partners Mid Cap U.S. Emerging Asset<br />

Value Equity Focused Growth Growth Growth Allocation<br />

Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio<br />

$ 14,387,741 $ 4,125,201 $ 3,389,331 $ 15,137,652 $ 21,901,111 $ 8,547,582<br />

$ 14,387,741 $ 4,125,201 $ 3,389,331 $ 15,137,652 $ 21,901,111 $ 8,547,582<br />

$ 14,387,741 $ 4,125,201 $ 3,389,331 $ 15,137,652 $ 21,901,111 $ 8,547,582<br />

$ 14,387,741 $ 4,125,201 $ 3,389,331 $ 15,137,652 $ 21,901,111 $ 8,547,582<br />

9,635,543 3,266,964 3,007,325 17,780,234 15,875,847 6,214,026<br />

1,085,048 498,213 452,514 2,141,111 2,741,065 733,069<br />

$ 13.26 $ 8.28 $ 7.49 $ 7.07 $ 7.99 $ 11.66<br />

$ 11,609,378 $ 3,480,859 $ 3,083,526 $ 13,264,567 $ 18,811,696 $ 7,668,723<br />

SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong> SP <strong>Prudential</strong> SP<br />

<strong>Prudential</strong> SP <strong>Prudential</strong> SP Strategic <strong>Prudential</strong> SP SP <strong>Prudential</strong> Conservative<br />

Large Cap AIM Core Partners Mid Cap U.S. Emerging Asset<br />

Value Equity Focused Growth Growth Growth Allocation<br />

Portfolio Portfolio Portfolio Portfolio Portfolio Portfolio<br />

$ 140,882 $ 28,914 $ 0 $ 0 $ 39 $ 259,699<br />

30,108 10,575 8,404 38,664 51,286 21,332<br />

110,774 18,339 (8,404) (38,664) (51,247) 238,367<br />

526,333 171,096 204,956 0 1,390,124 113,171<br />

220,820 33,578 51,323 254,228 204,047 128,904<br />

1,212,534 290,509 (263,525) (533,942) 130,877 169,420<br />

1,959,687 495,183 (7,246) (279,714) 1,725,048 411,495<br />

$ 2,070,461 $ 513,522 $ (15,650) $ (318,378) $ 1,673,801 $ 649,862<br />

The accompanying notes are an integral part of these financial statements.<br />

A8


FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

STATEMENT OF NET ASSETS<br />

December 31, 2006<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> SP<br />

Balanced<br />

Asset Allocation<br />

Portfolio<br />

<strong>Prudential</strong> SP<br />

Growth<br />

Asset Allocation<br />

Portfolio<br />

<strong>Prudential</strong> SP<br />

Aggressive<br />

Growth<br />

Asset Allocation<br />

Portfolio<br />

Janus Aspen<br />

International<br />

Growth<br />

Portfolio -<br />

Service Shares<br />

ASSETS<br />

Investment in the portfolios, at value $ 40,489,918 $ 66,682,720 $ 22,552,478 $ 8,025,655<br />

Net Assets $ 40,489,918 $ 66,682,720 $ 22,552,478 $ 8,025,655<br />

NET ASSETS, representing:<br />

Accumulation units $ 40,489,918 $ 66,682,720 $ 22,552,478 $ 8,025,655<br />

$ 40,489,918 $ 66,682,720 $ 22,552,478 $ 8,025,655<br />

Units outstanding 29,277,540 47,120,851 15,877,737 5,167,141<br />

Portfolio shares held 3,493,522 5,969,805 2,166,424 158,547<br />

Portfolio net asset value per share $ 11.59 $ 11.17 $ 10.41 $ 50.62<br />

Investment in portfolio shares, at cost $ 35,061,870 $ 56,075,608 $ 19,104,236 $ 5,120,326<br />

STATEMENT OF OPERATIONS<br />

For the period ended December 31, 2006<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> SP<br />

Balanced<br />

Asset Allocation<br />

Portfolio<br />

<strong>Prudential</strong> SP<br />

Growth<br />

Asset Allocation<br />

Portfolio<br />

<strong>Prudential</strong> SP<br />

Aggressive<br />

Growth<br />

Asset Allocation<br />

Portfolio<br />

Janus Aspen<br />

International<br />

Growth<br />

Portfolio -<br />

Service Shares<br />

INVESTMENT INCOME<br />

Dividend income $ 803,065 $ 892,895 $ 294,710 $ 104,466<br />

EXPENSES<br />

Charges to contract owners for assuming mortality<br />

risk and expense risk 83,009 126,320 41,869 11,606<br />

NET INVESTMENT INCOME (LOSS) 720,056 766,575 252,841 92,860<br />

NET REALIZED AND UNREALIZED GAIN (LOSS)<br />

ON INVESTMENTS<br />

Capital gains distributions received 506,801 709,057 369,744 0<br />

Realized gain (loss) on shares redeemed 476,665 624,795 243,714 1,669,523<br />

Net change in unrealized gain (loss) on<br />

investments 1,852,524 4,643,659 1,552,876 1,052,040<br />

NET GAIN (LOSS) ON INVESTMENTS 2,835,990 5,977,511 2,166,334 2,721,563<br />

NET INCREASE (DECREASE) IN NET ASSETS<br />

RESULTING FROM OPERATIONS $ 3,556,046 $ 6,744,086 $ 2,419,175 $ 2,814,423<br />

The accompanying notes are an integral part of these financial statements.<br />

A9


SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong> SP<br />

International<br />

Growth<br />

Portfolio<br />

<strong>Prudential</strong> SP<br />

International<br />

Value<br />

Portfolio<br />

M Financial<br />

Turner Core<br />

Growth Fund<br />

M Financial<br />

Frontier Capital<br />

Appreciation<br />

Fund<br />

M Financial<br />

Brandes<br />

International<br />

Equity Fund<br />

M Financial<br />

Business<br />

Opportunity<br />

Value Fund<br />

$ 11,967,449 $ 21,355,684 $ 1,204,102 $ 1,063,861 $ 2,231,466 $ 462,339<br />

$ 11,967,449 $ 21,355,684 $ 1,204,102 $ 1,063,861 $ 2,231,466 $ 462,339<br />

$ 11,967,449 $ 21,355,684 $ 1,204,102 $ 1,063,861 $ 2,231,466 $ 462,339<br />

$ 11,967,449 $ 21,355,684 $ 1,204,102 $ 1,063,861 $ 2,231,466 $ 462,339<br />

7,142,288 13,643,612 84,653 70,289 122,403 29,469<br />

1,441,861 1,873,306 69,925 43,852 110,743 36,840<br />

$ 8.30 $ 11.40 $ 17.22 $ 24.26 $ 20.15 $ 12.55<br />

$ 9,584,345 $ 15,613,469 $ 1,145,777 $ 1,036,496 $ 2,005,235 $ 436,720<br />

SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong> SP<br />

International<br />

Growth<br />

Portfolio<br />

<strong>Prudential</strong> SP<br />

International<br />

Value<br />

Portfolio<br />

M Financial<br />

Turner Core<br />

Growth Fund<br />

M Financial<br />

Frontier Capital<br />

Appreciation<br />

Fund<br />

M Financial<br />

Brandes<br />

International<br />

Equity Fund<br />

M Financial<br />

Business<br />

Opportunity<br />

Value Fund<br />

$ 148,957 $ 225,688 $ 7,069 $ 0 $ 27,031 $ 2,196<br />

25,493 42,738 0 0 0 0<br />

123,464 182,950 7,069 0 27,031 2,196<br />

606,704 184,072 46,443 96,201 159,399 30,762<br />

143,510 331,677 42,965 24,891 50,451 2,379<br />

900,072 3,499,407 (21,434) (12,169) 147,320 11,632<br />

1,650,286 4,015,156 67,974 108,923 357,170 44,773<br />

$ 1,773,750 $ 4,198,106 $ 75,043 $ 108,923 $ 384,201 $ 46,969<br />

The accompanying notes are an integral part of these financial statements.<br />

A10


FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

STATEMENT OF NET ASSETS<br />

December 31, 2006<br />

SUBACCOUNTS<br />

ProFund VP<br />

Asia 30 Fund<br />

ProFund VP<br />

Banks Fund<br />

ProFund VP<br />

Basic Materials<br />

Fund<br />

ProFund VP<br />

Bear Fund<br />

ASSETS<br />

Investment in the portfolios, at value $ 486 $ 6 $ 130 $ 43,312<br />

Net Assets $ 486 $ 6 $ 130 $ 43,312<br />

NET ASSETS, representing:<br />

Accumulation units $ 486 $ 6 $ 130 $ 43,312<br />

$ 486 $ 6 $ 130 $ 43,312<br />

Units outstanding 175 4 74 70,206<br />

Portfolio shares held 8 0* 3 1,680<br />

Portfolio net asset value per share $ 61.61 $ 34.74 $ 39.75 $ 25.78<br />

Investment in portfolio shares, at cost $ 440 $ 6 $ 131 $ 43,415<br />

STATEMENT OF OPERATIONS<br />

For the period ended December 31, 2006<br />

SUBACCOUNTS<br />

ProFund VP<br />

Asia 30 Fund<br />

ProFund VP<br />

Banks Fund<br />

ProFund VP<br />

Basic Materials<br />

Fund<br />

ProFund VP<br />

Bear Fund<br />

INVESTMENT INCOME<br />

Dividend income $ 2 $ 0 $ 1,276 $ 94<br />

EXPENSES<br />

Charges to contract owners for assuming mortality risk and<br />

expense risk 311 35 117 211<br />

NET INVESTMENT INCOME (LOSS) (309) (35) 1,159 (117)<br />

NET REALIZED AND UNREALIZED GAIN (LOSS) ON<br />

INVESTMENTS<br />

Capital gains distributions received 0 0 0 0<br />

Realized gain (loss) on shares redeemed (1,777) 1,653 41,235 (17,954)<br />

Net change in unrealized gain (loss) on investments 30 0 (2,185) (99)<br />

NET GAIN (LOSS) ON INVESTMENTS (1,747) 1,653 39,050 (18,053)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS $ (2,056) $ 1,618 $ 40,209 $ (18,170)<br />

* Represents less than one share<br />

The accompanying notes are an integral part of these financial statements.<br />

A11


SUBACCOUNTS (Continued)<br />

ProFund VP<br />

Biotechnology<br />

Fund<br />

ProFund VP<br />

UltraBull Fund<br />

ProFund VP<br />

Consumer<br />

Services Fund<br />

ProFund VP<br />

Consumer<br />

Goods Fund<br />

ProFund VP<br />

Oil & Gas Fund<br />

ProFund VP<br />

Europe 30 Fund<br />

$ 50,827 $ 78,365 $ 8 $ 644 $ 14,768 $ 31,062<br />

$ 50,827 $ 78,365 $ 8 $ 644 $ 14,768 $ 31,062<br />

$ 50,827 $ 78,365 $ 8 $ 644 $ 14,768 $ 31,062<br />

$ 50,827 $ 78,365 $ 8 $ 644 $ 14,768 $ 31,062<br />

29,991 36,410 6 462 5,903 15,679<br />

2,440 3,287 0* 19 287 971<br />

$ 20.83 $ 23.84 $ 32.02 $ 33.48 $ 51.51 $ 31.99<br />

$ 52,190 $ 78,497 $ 8 $ 631 $ 15,173 $ 30,971<br />

SUBACCOUNTS (Continued)<br />

ProFund VP<br />

Biotechnology<br />

Fund<br />

ProFund VP<br />

UltraBull Fund<br />

ProFund VP<br />

Consumer<br />

Services Fund<br />

ProFund VP<br />

Consumer<br />

Goods Fund<br />

ProFund VP<br />

Oil & Gas Fund<br />

ProFund VP<br />

Europe 30 Fund<br />

$ 0 $ 141 $ 0 $ 0 $ 0 $ 93<br />

120 109 11 25 333 354<br />

(120) 32 (11) (25) (333) (261)<br />

0 2,074 0 0 31,323 530<br />

(1,273) 14,930 807 (189) 42,082 16,138<br />

(1,106) (132) 0 13 (405) 177<br />

(2,379) 16,872 807 (176) 73,000 16,845<br />

$ (2,499) $ 16,904 $ 796 $ (201) $ 72,667 $ 16,584<br />

The accompanying notes are an integral part of these financial statements.<br />

A12


FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

STATEMENT OF NET ASSETS<br />

December 31, 2006<br />

SUBACCOUNTS<br />

ProFund VP<br />

Financials Fund<br />

ProFund VP<br />

Health Care Fund<br />

ProFund VP<br />

Industrials Fund<br />

ProFund VP<br />

Internet Fund<br />

ASSETS<br />

Investment in the portfolios, at value $ 50,239 $ 31,485 $ 1 $ 855<br />

Net Assets $ 50,239 $ 31,485 $ 1 $ 855<br />

NET ASSETS, representing:<br />

Accumulation units $ 50,239 $ 31,485 $ 1 $ 855<br />

$ 50,239 $ 31,485 $ 1 $ 855<br />

Units outstanding 30,111 24,235 1 454<br />

Portfolio shares held 1,236 1,068 0* 17<br />

Portfolio net asset value per share $ 40.64 $ 29.48 $ 37.45 $ 48.95<br />

Investment in portfolio shares, at cost $ 49,173 $ 30,860 $ 1 $ 862<br />

STATEMENT OF OPERATIONS<br />

For the period ended December 31, 2006<br />

SUBACCOUNTS<br />

ProFund VP<br />

Financials Fund<br />

ProFund VP<br />

Health Care Fund<br />

ProFund VP<br />

Industrials Fund<br />

ProFund VP<br />

Internet Fund<br />

INVESTMENT INCOME<br />

Dividend income $ 246 $ 0 $ 0 $ 0<br />

EXPENSES<br />

Charges to contract owners for assuming mortality<br />

risk and expense risk 166 124 7 10<br />

NET INVESTMENT INCOME (LOSS) 80 (124) (7) (10)<br />

NET REALIZED AND UNREALIZED GAIN (LOSS) ON<br />

INVESTMENTS<br />

Capital gains distributions received 0 0 0 57<br />

Realized gain (loss) on shares redeemed 7,865 (14,311) 437 1,115<br />

Net change in unrealized gain (loss) on investments 4,716 253 0 (42)<br />

NET GAIN (LOSS) ON INVESTMENTS 12,581 (14,058) 437 1,130<br />

NET INCREASE (DECREASE) IN NET ASSETS<br />

RESULTING FROM OPERATIONS $ 12,661 $ (14,182) $ 430 $ 1,120<br />

* Represents less than one share<br />

The accompanying notes are an integral part of these financial statements.<br />

A13


SUBACCOUNTS (Continued)<br />

ProFund VP<br />

Japan Fund<br />

ProFund VP<br />

Mid-Cap Growth<br />

Fund<br />

ProFund VP<br />

Mid-Cap Value<br />

Fund<br />

ProFund VP<br />

Money Market<br />

Fund<br />

ProFund VP<br />

OTC Fund<br />

ProFund VP<br />

Pharmaceuticals<br />

Fund<br />

$ 12,100 $ 3,445 $ 18,798 $ 2,805,690 $ 127,129 $ 108<br />

$ 12,100 $ 3,445 $ 18,798 $ 2,805,690 $ 127,129 $ 108<br />

$ 12,100 $ 3,445 $ 18,798 $ 2,805,690 $ 127,129 $ 108<br />

$ 12,100 $ 3,445 $ 18,798 $ 2,805,690 $ 127,129 $ 108<br />

5,202 2,169 9,868 2,683,792 79,388 108<br />

423 100 579 2,805,690 8,031 4<br />

$ 28.59 $ 34.62 $ 32.46 $ 1.00 $ 15.83 $ 25.27<br />

$ 11,680 $ 3,438 $ 18,984 $ 2,805,690 $ 127,371 $ 102<br />

SUBACCOUNTS (Continued)<br />

ProFund VP<br />

Japan Fund<br />

ProFund VP<br />

Mid-Cap Growth<br />

Fund<br />

ProFund VP<br />

Mid-Cap Value<br />

Fund<br />

ProFund VP<br />

Money Market<br />

Fund<br />

ProFund VP<br />

OTC Fund<br />

ProFund VP<br />

Pharmaceuticals<br />

Fund<br />

$ 152 $ 0 $ 4 $ 70,201 $ 0 $ 0<br />

79 11 75 4,909 459 6<br />

73 (11) (71) 65,292 (459) (6)<br />

4,522 150 3,155 0 0 0<br />

(4,714) (1,004) (9,898) 0 (2,145) (1,224)<br />

(2,187) 78 (776) 0 (1,783) 3<br />

(2,379) (776) (7,519) 0 (3,928) (1,221)<br />

$ (2,306) $ (787) $ (7,590) $ 65,292 $ (4,387) $ (1,227)<br />

The accompanying notes are an integral part of these financial statements.<br />

A14


FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

STATEMENT OF NET ASSETS<br />

December 31, 2006<br />

SUBACCOUNTS<br />

ProFund VP<br />

Precious Metals<br />

Fund<br />

ProFund VP<br />

Real Estate<br />

Fund<br />

ProFund VP<br />

Rising Rates<br />

Opportunity<br />

Fund<br />

ProFund VP<br />

Semiconductor<br />

Fund<br />

ASSETS<br />

Investment in the portfolios, at value $ 587 $ 56,088 $ 13 $ 1<br />

Net Assets $ 587 $ 56,088 $ 13 $ 1<br />

NET ASSETS, representing:<br />

Accumulation units $ 587 $ 56,088 $ 13 $ 1<br />

$ 587 $ 56,088 $ 13 $ 1<br />

Units outstanding 303 24,294 16 1<br />

Portfolio shares held 13 854 1 0*<br />

Portfolio net asset value per share $ 43.80 $ 65.64 $ 20.70 $ 20.35<br />

Investment in portfolio shares, at cost $ 585 $ 55,594 $ 13 $ 1<br />

STATEMENT OF OPERATIONS<br />

For the period ended December 31, 2006<br />

SUBACCOUNTS<br />

ProFund VP<br />

Precious Metals<br />

Fund<br />

ProFund VP<br />

Real Estate<br />

Fund<br />

ProFund VP<br />

Rising Rates<br />

Opportunity<br />

Fund<br />

ProFund VP<br />

Semiconductor<br />

Fund<br />

INVESTMENT INCOME<br />

Dividend income $ 3,241 $ 292 $ 6,310 $ 0<br />

EXPENSES<br />

Charges to contract owners for assuming mortality risk and expense<br />

risk 153 146 116 0<br />

NET INVESTMENT INCOME (LOSS) 3,088 146 6,194 0<br />

NET REALIZED AND UNREALIZED GAIN (LOSS) ON<br />

INVESTMENTS<br />

Capital gains distributions received 0 2,230 0 0<br />

Realized gain (loss) on shares redeemed 19,006 9,152 554 (272)<br />

Net change in unrealized gain (loss) on investments 558 1,491 89 0<br />

NET GAIN (LOSS) ON INVESTMENTS 19,564 12,873 643 (272)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS $ 22,652 $ 13,019 $ 6,837 $ (272)<br />

* Represents less than one share<br />

The accompanying notes are an integral part of these financial statements.<br />

A15


SUBACCOUNTS (Continued)<br />

ProFund VP<br />

Short OTC<br />

Fund<br />

ProFund VP<br />

Short Small-Cap<br />

Fund<br />

ProFund VP<br />

Small-Cap Fund<br />

ProFund VP<br />

Small Cap-Growth<br />

Fund<br />

ProFund VP<br />

Small-Cap Value<br />

Fund<br />

ProFund VP<br />

Technology<br />

Fund<br />

$ 36,534 $ 8 $ 125,165 $ 5,719 $ 1 $ 113<br />

$ 36,534 $ 8 $ 125,165 $ 5,719 $ 1 $ 113<br />

$ 36,534 $ 8 $ 125,165 $ 5,719 $ 1 $ 113<br />

$ 36,534 $ 8 $ 125,165 $ 5,719 $ 1 $ 113<br />

65,783 15 65,112 3,136 1 74<br />

2,010 1 3,361 176 0* 8<br />

$ 18.18 $ 14.58 $ 37.24 $ 32.53 $ 36.64 $ 14.77<br />

$ 36,534 $ 8 $ 121,241 $ 6,520 $ 1 $ 111<br />

SUBACCOUNTS (Continued)<br />

ProFund VP<br />

Short OTC<br />

Fund<br />

ProFund VP<br />

Short Small-Cap<br />

Fund<br />

ProFund VP<br />

Small-Cap Fund<br />

ProFund VP<br />

Small Cap-Growth<br />

Fund<br />

ProFund VP<br />

Small-Cap Value<br />

Fund<br />

ProFund VP<br />

Technology<br />

Fund<br />

$ 0 $ 37 $ 0 $ 0 $ 0 $ 0<br />

364 121 175 17 5 8<br />

(364) (84) (175) (17) (5) (8)<br />

0 0 1,304 1,382 0 211<br />

(31,789) (20,248) 5,525 2,865 (493) 2,346<br />

(467) (457) 3,924 (692) 0 86<br />

(32,256) (20,705) 10,753 3,555 (493) 2,643<br />

$ (32,620) $ (20,789) $ 10,578 $ 3,538 $ (498) $ 2,635<br />

The accompanying notes are an integral part of these financial statements.<br />

A16


FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

STATEMENT OF NET ASSETS<br />

December 31, 2006<br />

SUBACCOUNTS<br />

ProFund VP<br />

Telecommunications<br />

Fund<br />

ProFund VP<br />

U.S. Government<br />

Plus Fund<br />

ProFund VP<br />

UltraMid-Cap<br />

Fund<br />

ProFund VP<br />

UltraOTC Fund<br />

ASSETS<br />

Investment in the portfolios, at value $ 7,022 $ 968 $ 2 $ 83,439<br />

Net Assets $ 7,022 $ 968 $ 2 $ 83,439<br />

NET ASSETS, representing:<br />

Accumulation units $ 7,022 $ 968 $ 2 $ 83,439<br />

$ 7,022 $ 968 $ 2 $ 83,439<br />

Units outstanding 4,849 849 1 39,729<br />

Portfolio shares held 390 32 0* 3,979<br />

Portfolio net asset value per share $ 18.00 $ 30.20 $ 33.34 $ 20.97<br />

Investment in portfolio shares, at cost $ 6,916 $ 1,004 $ 2 $ 83,440<br />

STATEMENT OF OPERATIONS<br />

For the period ended December 31, 2006<br />

SUBACCOUNTS<br />

ProFund VP<br />

Telecommunications<br />

Fund<br />

ProFund VP<br />

U.S. Government<br />

Plus Fund<br />

ProFund VP<br />

UltraMid-Cap<br />

Fund<br />

ProFund VP<br />

UltraOTC Fund<br />

INVESTMENT INCOME<br />

Dividend income $ 71 $ 698 $ 0 $ 0<br />

EXPENSES<br />

Charges to contract owners for assuming mortality<br />

risk and expense risk 24 55 60 65<br />

NET INVESTMENT INCOME (LOSS) 47 643 (60) (65)<br />

NET REALIZED AND UNREALIZED GAIN (LOSS)<br />

ON INVESTMENTS<br />

Capital gains distributions received 0 0 0 234<br />

Realized gain (loss) on shares redeemed (4,129) 3,081 7,067 14,275<br />

Net change in unrealized gain (loss) on investments 109 229 (19) 16<br />

NET GAIN (LOSS) ON INVESTMENTS (4,020) 3,310 7,048 14,525<br />

NET INCREASE (DECREASE) IN NET ASSETS<br />

RESULTING FROM OPERATIONS $ (3,973) $ 3,953 $ 6,988 $ 14,460<br />

* Represents less than one share<br />

The accompanying notes are an integral part of these financial statements.<br />

A17


SUBACCOUNTS (Continued)<br />

ProFund VP<br />

UltraSmall-Cap<br />

Fund<br />

ProFund VP<br />

Bull Fund<br />

ProFund VP<br />

Utilities Fund<br />

AST Cohen &<br />

Steers Realty<br />

Portfolio<br />

AST Global<br />

Allocation<br />

Porfolio<br />

AST DeAm<br />

Large-Cap Value<br />

Porfolio<br />

$ 12 $ 132,849 $ 1,287 $ 479,577 $ 130,075 $ 693,482<br />

$ 12 $ 132,849 $ 1,287 $ 479,577 $ 130,075 $ 693,482<br />

$ 12 $ 132,849 $ 1,287 $ 479,577 $ 130,075 $ 693,482<br />

$ 12 $ 132,849 $ 1,287 $ 479,577 $ 130,075 $ 693,482<br />

4 86,173 630 32,252 11,177 53,207<br />

0* 4,370 37 22,990 9,585 51,142<br />

$ 27.10 $ 30.40 $ 34.84 $ 20.86 $ 13.57 $ 13.56<br />

$ 12 $ 132,042 $ 1,289 $ 429,068 $ 121,371 $ 645,738<br />

SUBACCOUNTS (Continued)<br />

ProFund VP<br />

UltraSmall-Cap<br />

Fund<br />

ProFund VP<br />

Bull Fund<br />

ProFund VP<br />

Utilities Fund<br />

AST Cohen &<br />

Steers Realty<br />

Portfolio<br />

AST Global<br />

Allocation<br />

Porfolio<br />

AST DeAm<br />

Large-Cap Value<br />

Porfolio<br />

$ 9 $ 247 $ 5 $ 669 $ 744 $ 600<br />

94 506 26 189 62 247<br />

(85) (259) (21) 480 682 353<br />

0 4,848 0 6,623 0 5,833<br />

15,082 13,945 (561) 3,277 400 850<br />

0 642 (1) 50,494 8,697 47,774<br />

15,082 19,435 (562) 60,394 9,097 54,457<br />

$ 14,997 $ 19,176 $ (583) $ 60,874 $ 9,779 $ 54,810<br />

The accompanying notes are an integral part of these financial statements.<br />

A18


FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

STATEMENT OF NET ASSETS<br />

December 31, 2006<br />

SUBACCOUNTS<br />

AST DeAm<br />

Small-Cap Growth<br />

Porfolio<br />

AST DeAm<br />

Small-Cap Value<br />

Porfolio<br />

AST Federated<br />

Aggressive<br />

Growth<br />

Portfolio<br />

AST<br />

Small Cap Value<br />

Portfolio<br />

ASSETS<br />

Investment in the portfolios, at value $ 165,955 $ 198,084 $ 193,411 $ 498,285<br />

Net Assets $ 165,955 $ 198,084 $ 193,411 $ 498,285<br />

NET ASSETS, representing:<br />

Accumulation units $ 165,955 $ 198,084 $ 193,411 $ 498,285<br />

$ 165,955 $ 198,084 $ 193,411 $ 498,285<br />

Units outstanding 14,352 15,883 15,511 39,127<br />

Portfolio shares held 18,378 14,738 16,833 29,088<br />

Portfolio net asset value per share $ 9.03 $ 13.44 $ 11.49 $ 17.13<br />

Investment in portfolio shares, at cost $ 161,441 $ 183,369 $ 184,139 $ 467,151<br />

STATEMENT OF OPERATIONS<br />

For the period ended December 31, 2006<br />

SUBACCOUNTS<br />

AST DeAm<br />

Small-Cap Growth<br />

Porfolio<br />

AST DeAm<br />

Small-Cap Value<br />

Porfolio<br />

AST Federated<br />

Aggressive<br />

Growth<br />

Portfolio<br />

AST<br />

Small Cap Value<br />

Portfolio<br />

INVESTMENT INCOME<br />

Dividend income $ 0 $ 49 $ 0 $ 318<br />

EXPENSES<br />

Charges to contract owners for assuming mortality risk and<br />

expense risk 88 80 67 191<br />

NET INVESTMENT INCOME (LOSS) (88) (31) (67) 127<br />

NET REALIZED AND UNREALIZED GAIN (LOSS) ON<br />

INVESTMENTS<br />

Capital gains distributions received 0 1,109 357 3,580<br />

Realized gain (loss) on shares redeemed (192) 847 (111) 2,655<br />

Net change in unrealized gain (loss) on investments 4,569 14,725 9,259 31,399<br />

NET GAIN (LOSS) ON INVESTMENTS 4,377 16,681 9,505 37,634<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS $ 4,289 $ 16,650 $ 9,438 $ 37,761<br />

The accompanying notes are an integral part of these financial statements.<br />

A19


SUBACCOUNTS (Continued)<br />

AST<br />

Goldman Sachs<br />

Mid-Cap Growth<br />

Portfolio<br />

AST Marsico<br />

Capital Growth<br />

Portfolio<br />

AST MFS<br />

Growth Portfolio<br />

AST<br />

Neuberger Berman<br />

Mid-Cap Growth<br />

Portfolio<br />

AST PIMCO<br />

Limited Maturity<br />

Bond Portfolio<br />

AST<br />

T. Rowe Price<br />

Natural Resources<br />

Portfolio<br />

$ 198,431 $ 1,138,687 $ 76,908 $ 404,448 $ 82,035 $ 2,247,376<br />

$ 198,431 $ 1,138,687 $ 76,908 $ 404,448 $ 82,035 $ 2,247,376<br />

$ 198,431 $ 1,138,687 $ 76,908 $ 404,448 $ 82,035 $ 2,247,376<br />

$ 198,431 $ 1,138,687 $ 76,908 $ 404,448 $ 82,035 $ 2,247,376<br />

17,642 98,958 6,629 32,448 7,854 175,664<br />

40,414 55,682 8,164 21,957 7,338 76,493<br />

$ 4.91 $ 20.45 $ 9.42 $ 18.42 $ 11.18 $ 29.38<br />

$ 188,781 $ 1,091,971 $ 72,442 $ 379,694 $ 80,494 $ 2,170,794<br />

SUBACCOUNTS (Continued)<br />

AST<br />

Goldman Sachs<br />

Mid-Cap Growth<br />

Portfolio<br />

AST Marsico<br />

Capital Growth<br />

Portfolio<br />

AST MFS<br />

Growth Portfolio<br />

AST<br />

Neuberger Berman<br />

Mid-Cap Growth<br />

Portfolio<br />

AST PIMCO<br />

Limited Maturity<br />

Bond Portfolio<br />

AST<br />

T. Rowe Price<br />

Natural Resources<br />

Portfolio<br />

$ 0 $ 45 $ 0 $ 0 $ 261 $ 1,391<br />

89 456 47 198 44 1,070<br />

(89) (411) (47) (198) 217 321<br />

0 0 0 0 0 32,271<br />

1,761 (352) 1,423 (745) 283 (199)<br />

9,738 46,752 4,477 24,781 1,540 74,765<br />

11,499 46,400 5,900 24,036 1,823 106,837<br />

$ 11,410 $ 45,989 $ 5,853 $ 23,838 $ 2,040 $ 107,158<br />

The accompanying notes are an integral part of these financial statements.<br />

A20


FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

STATEMENT OF NET ASSETS<br />

December 31, 2006<br />

SUBACCOUNTS<br />

AST MFS<br />

Global Equity<br />

Portfolio<br />

AST JPMorgan<br />

International<br />

Equity<br />

Portfolio<br />

AST<br />

T. Rowe Price<br />

Global Bond<br />

Portfolio<br />

AIM V.I.<br />

<strong>Premier</strong><br />

Equity Fund<br />

ASSETS<br />

Investment in the portfolios, at value $ 93,909 $ 778,615 $ 263,640 $ 0<br />

Net Assets $ 93,909 $ 778,615 $ 263,640 $ 0<br />

NET ASSETS, representing:<br />

Accumulation units $ 93,909 $ 778,615 $ 263,640 $ 0<br />

$ 93,909 $ 778,615 $ 263,640 $ 0<br />

Units outstanding 7,197 59,853 24,971 0<br />

Portfolio shares held 6,432 31,950 22,787 0<br />

Portfolio net asset value per share $ 14.60 $ 24.37 $ 11.57 $ 0.00<br />

Investment in portfolio shares, at cost $ 88,839 $ 710,461 $ 257,363 $ 0<br />

STATEMENT OF OPERATIONS<br />

For the period ended December 31, 2006<br />

SUBACCOUNTS<br />

AST MFS<br />

Global Equity<br />

Portfolio<br />

AST JPMorgan<br />

International<br />

Equity<br />

Portfolio<br />

AST<br />

T. Rowe Price<br />

Global Bond<br />

Portfolio<br />

AIM V.I.<br />

<strong>Premier</strong><br />

Equity Fund<br />

INVESTMENT INCOME<br />

Dividend income $ 43 $ 1,737 $ 494 $ 0<br />

EXPENSES<br />

Charges to contract owners for assuming mortality risk and expense risk 25 339 110 4,370<br />

NET INVESTMENT INCOME (LOSS) 18 1,398 384 (4,370)<br />

NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS<br />

Capital gains distributions received 700 0 301 0<br />

Realized gain (loss) on shares redeemed 385 2,302 938 168,534<br />

Net change in unrealized gain (loss) on investments 5,051 67,497 6,192 (64,961)<br />

NET GAIN (LOSS) ON INVESTMENTS 6,136 69,799 7,431 103,573<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS $ 6,154 $ 71,197 $ 7,815 $ 99,203<br />

The accompanying notes are an integral part of these financial statements.<br />

A21


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> Money<br />

Market Portfolio<br />

<strong>Prudential</strong> Diversified<br />

Bond Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 7,620,970 $ 3,295,966 $ 3,834,508 $ 4,471,826<br />

Capital gains distributions received 0 0 867,916 667,019<br />

Realized gain (loss) on shares redeemed 0 0 (712,864) 123,445<br />

Net change in unrealized gain (loss) on investments 0 0 (371,171) (2,687,657)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS 7,620,970 3,295,966 3,618,389 2,574,633<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 41,580,263 46,274,344 8,233,519 8,706,957<br />

Policy loans (457,829) (1,800,212) (510,751) (233,046)<br />

Policy loan repayments and interest 291,226 468,694 78,823 76,038<br />

Surrenders, withdrawals and death benefits (26,777,567) (12,252,696) (4,595,976) (6,601,591)<br />

Net transfers between other subaccounts or fixed rate option 37,545,364 (2,406,229) (7,538,332) 597,421<br />

Withdrawal and other charges (9,424,934) (9,946,209) (4,336,673) (4,691,219)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM CONTRACT OWNER TRANSACTIONS 42,756,523 20,337,692 (8,669,390) (2,145,440)<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 50,377,493 23,633,658 (5,051,001) 429,193<br />

NET ASSETS<br />

Beginning of period 158,650,146 135,016,488 91,954,170 91,524,977<br />

End of period $ 209,027,639 $ 158,650,146 $ 86,903,169 $ 91,954,170<br />

Beginning units 112,502,114 101,072,327 45,623,554 44,852,781<br />

Units issued 83,106,456 83,624,290 7,838,309 8,881,825<br />

Units redeemed (60,662,533) (72,194,503) (11,797,176) (8,111,052)<br />

Ending units 134,946,037 112,502,114 41,664,687 45,623,554<br />

The accompanying notes are an integral part of these financial statements.<br />

A22


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> Equity Portfolio<br />

<strong>Prudential</strong> Flexible<br />

Managed Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 419,093 $ 427,846 $ 56,050 $ 44,072<br />

Capital gains distributions received 0 0 63,481 0<br />

Realized gain (loss) on shares redeemed 3,083,566 1,078,836 54,993 20,324<br />

Net change in unrealized gain (loss) on investments 2,823,999 6,039,622 282,530 81,052<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS 6,326,658 7,546,304 457,054 145,448<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 10,145,626 10,094,935 339,156 352,939<br />

Policy loans (596,255) (407,875) (4,042) (12,990)<br />

Policy loan repayments and interest 62,751 44,280 5,565 4,664<br />

Surrenders, withdrawals and death benefits (5,321,398) (2,573,258) (244,823) (43,664)<br />

Net transfers between other subaccounts or fixed rate option (15,475,356) 4,150,753 (182,293) 165,823<br />

Withdrawal and other charges (5,202,223) (5,119,456) (121,984) (130,193)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS (16,386,855) 6,189,379 (208,421) 336,579<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS (10,060,197) 13,735,683 248,633 482,027<br />

NET ASSETS<br />

Beginning of period 74,885,307 61,149,624 4,257,132 3,775,105<br />

End of period $ 64,825,110 $ 74,885,307 $ 4,505,765 $ 4,257,132<br />

Beginning units 44,549,096 38,699,197 3,345,352 3,029,971<br />

Units issued 10,834,081 17,817,137 367,861 600,267<br />

Units redeemed (18,200,217) (11,967,238) (505,317) (284,886)<br />

Ending units 37,182,960 44,549,096 3,207,896 3,345,352<br />

The accompanying notes are an integral part of these financial statements.<br />

A23


<strong>Prudential</strong> Conservative<br />

Balanced Portfolio<br />

SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong> High Yield<br />

Bond Portfolio<br />

<strong>Prudential</strong> Stock<br />

Index Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ 1,033,370 $ 1,118,901 $ 645,706 $ 585,375 $ 2,227,698 $ 2,212,768<br />

107,204 618,199 0 0 575,014 4,925,036<br />

311,703 231,637 (118,029) (29,143) 3,738,659 1,506,585<br />

1,987,382 (335,495) 291,020 (278,407) 19,881,795 (541,784)<br />

3,439,659 1,633,242 818,697 277,825 26,423,166 8,102,605<br />

490,286 686,638 2,306,702 2,301,039 23,315,751 23,296,190<br />

(133,989) (23,218) (151,828) (185,696) (1,432,167) (1,228,453)<br />

31,120 33,339 26,068 8,317 589,257 361,322<br />

(145,148) (11,630,588) (2,380,813) (488,676) (16,045,478) (6,950,865)<br />

(11,696,884) 1,055,092 119,152 229,627 (30,402,521) (5,933,051)<br />

(589,951) (964,683) (1,061,094) (1,170,330) (10,944,974) (10,948,605)<br />

(12,044,566) (10,843,420) (1,141,813) 694,281 (34,920,132) (1,403,462)<br />

(8,604,907) (9,210,178) (323,116) 972,106 (8,496,966) 6,699,143<br />

49,125,581 58,335,759 9,284,901 8,312,795 208,637,275 201,938,132<br />

$ 40,520,674 $ 49,125,581 $ 8,961,785 $ 9,284,901 $ 200,140,309 $ 208,637,275<br />

22,180,516 25,514,928 6,876,987 6,416,328 128,179,403 126,516,251<br />

3,478,072 4,802,566 2,261,263 2,525,502 23,710,672 31,567,026<br />

(9,287,201) (8,136,978) (3,059,941) (2,064,843) (44,147,514) (29,903,874)<br />

16,371,387 22,180,516 6,078,309 6,876,987 107,742,561 128,179,403<br />

The accompanying notes are an integral part of these financial statements.<br />

A24


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> Value Portfolio<br />

<strong>Prudential</strong> Natural<br />

Resources Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 161,438 $ 117,686 $ 50,504 $ (16,680)<br />

Capital gains distributions received 591,603 0 590,838 219,910<br />

Realized gain (loss) on shares redeemed 553,654 914,704 303,921 234,469<br />

Net change in unrealized gain (loss) on investments 1,649,779 1,388,825 (177,646) 831,486<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS 2,956,474 2,421,215 767,617 1,269,185<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 1,305,450 1,098,262 45,677 54,213<br />

Policy loans (243,691) (16,484) 0 (1)<br />

Policy loan repayments and interest 3,402 13,482 0 8<br />

Surrenders, withdrawals and death benefits (1,519,583) (2,978,473) (76,332) (257,754)<br />

Net transfers between other subaccounts or<br />

fixed rate option 1,941,039 187,042 42,071 155,516<br />

Withdrawal and other charges (466,001) (442,213) (64,251) (54,841)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS 1,020,616 (2,138,384) (52,835) (102,859)<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 3,977,090 282,831 714,782 1,166,326<br />

NET ASSETS<br />

Beginning of period 14,569,789 14,286,958 3,440,044 2,273,718<br />

End of period $ 18,546,879 $ 14,569,789 $ 4,154,826 $ 3,440,044<br />

Beginning units 6,521,346 7,805,399 378,012 387,223<br />

Units issued 2,081,490 2,059,990 63,765 78,905<br />

Units redeemed (1,428,465) (3,344,043) (65,911) (88,116)<br />

Ending units 7,174,371 6,521,346 375,866 378,012<br />

The accompanying notes are an integral part of these financial statements.<br />

A25


<strong>Prudential</strong> Global Portfolio<br />

SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong> Government<br />

Income Portfolio<br />

<strong>Prudential</strong><br />

Jennison Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ 58,877 $ 34,882 $ 2,983,608 $ 2,864,056 $ (1,901) $ (82,817)<br />

0 0 0 0 0 0<br />

1,205,168 341,566 (79,797) (372,801) 1,135,190 488,888<br />

1,831,676 2,022,275 (750,768) (1,053,506) (348,369) 5,272,981<br />

3,095,721 2,398,723 2,153,043 1,437,749 784,920 5,679,052<br />

3,052,431 2,743,412 0 0 10,681,272 10,177,498<br />

(221,201) (81,930) (56,520) (1,275,325) (804,786) (433,802)<br />

80,340 59,193 50,599 33,955 140,061 101,427<br />

(2,706,383) (1,131,611) (626) (6,706,204) (3,965,217) (1,484,898)<br />

(794,324) 68,064 55,318 (433,459) 230,036 594,117<br />

(1,386,514) (1,217,375) (365,130) (339,546) (4,736,174) (4,780,366)<br />

(1,975,651) 439,753 (316,359) (8,720,579) 1,545,192 4,173,976<br />

1,120,070 2,838,476 1,836,684 (7,282,830) 2,330,112 9,853,028<br />

17,159,800 14,321,324 69,208,990 76,491,820 46,418,929 36,565,901<br />

$ 18,279,870 $ 17,159,800 $ 71,045,674 $ 69,208,990 $ 48,749,041 $ 46,418,929<br />

14,792,848 14,272,225 25,075,993 28,242,751 48,383,715 43,861,738<br />

3,964,103 4,345,122 127,250 573,498 13,141,529 14,674,121<br />

(5,663,520) (3,824,499) (240,339) (3,740,256) (12,413,746) (10,152,144)<br />

13,093,431 14,792,848 24,962,904 25,075,993 49,111,498 48,383,715<br />

The accompanying notes are an integral part of these financial statements.<br />

A26


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> Small Capitalization T. Rowe Price International<br />

Stock Portfolio Stock Portfolio<br />

01/01/2006 01/01/2005 01/01/2006 01/01/2005<br />

to to to to<br />

12/31/2006 12/31/2005 12/31/2006 12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 639 $ 4,926 $ 52,070 $ 84,934<br />

Capital gains distributions received 1,238,388 1,394,371 26,739 25,128<br />

Realized gain (loss) on shares redeemed 212,272 137,134 714,630 135,587<br />

Net change in unrealized gain (loss) on investments 2,076,243 34,815 633,390 822,937<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS 3,527,542 1,571,246 1,426,829 1,068,586<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 28,070 21,737 516,957 494,248<br />

Policy loans 0 0 (86,171) (24,922)<br />

Policy loan repayments and interest 0 0 40,456 17,913<br />

Surrenders, withdrawals and death benefits 0 0 (1,568,409) (125,463)<br />

Net transfers between other subaccounts or fixed rate option 53,474 418,962 136,606 428,013<br />

Withdrawal and other charges (245,123) (228,058) (217,885) (221,499)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM CONTRACT OWNER TRANSACTIONS (163,579) 212,641 (1,178,446) 568,290<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 3,363,963 1,783,887 248,383 1,636,876<br />

NET ASSETS<br />

Beginning of period 25,327,987 23,544,100 7,877,220 6,240,344<br />

End of period $ 28,691,950 $ 25,327,987 $ 8,125,603 $ 7,877,220<br />

Beginning units 7,320,883 7,256,037 7,623,831 7,022,102<br />

Units issued 113,753 197,894 1,482,060 1,639,280<br />

Units redeemed (159,155) (133,048) (2,500,298) (1,037,551)<br />

Ending units 7,275,481 7,320,883 6,605,593 7,623,831<br />

The accompanying notes are an integral part of these financial statements.<br />

A27


SUBACCOUNTS (Continued)<br />

Janus Aspen Large Cap Growth<br />

Portfolio - Institutional Shares MFS Emerging Growth Series American Century VP Value Fund<br />

01/01/2006 01/01/2005 01/01/2006 01/01/2005 01/01/2006 01/01/2005<br />

to to to to to to<br />

12/31/2006 12/31/2005 12/31/2006 12/31/2005 12/31/2006 12/31/2005<br />

$ (6,272) $ (13,282) $ (14,521) $ (16,486) $ 88,602 $ 30,292<br />

0 0 0 0 951,386 1,058,397<br />

149,121 37,918 72,304 (258,722) 179,684 116,959<br />

336,862 163,212 198,043 526,266 549,322 (725,343)<br />

479,711 187,848 255,826 251,058 1,768,994 480,305<br />

543,895 644,839 159,179 373,107 574,982 700,782<br />

(27,261) (16,790) (45,697) (17,664) (10,567) (24,013)<br />

21,781 33,070 20,578 740 1,699 852<br />

(467,953) (483,832) (2,139,825) (487,168) (535,365) (456,800)<br />

(1,103,962) (307,535) 31,284 (665,102) (1,397,892) 1,119,270<br />

(241,238) (275,122) (78,930) (119,457) (179,375) (200,941)<br />

(1,274,738) (405,370) (2,053,411) (915,544) (1,546,518) 1,139,150<br />

(795,027) (217,522) (1,797,585) (664,486) 222,476 1,619,455<br />

5,587,564 5,805,086 3,843,585 4,508,071 11,077,562 9,458,107<br />

$ 4,792,537 $ 5,587,564 $ 2,046,000 $ 3,843,585 $ 11,300,038 $ 11,077,562<br />

7,562,485 8,094,772 5,485,360 6,854,795 6,834,380 6,078,843<br />

993,360 1,438,853 465,966 639,389 418,779 1,199,880<br />

(2,569,202) (1,971,140) (2,949,755) (2,008,824) (1,329,378) (444,343)<br />

5,986,643 7,562,485 3,001,571 5,485,360 5,923,781 6,834,380<br />

The accompanying notes are an integral part of these financial statements.<br />

A28


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

Franklin Small-Mid Cap<br />

Growth Securities Fund<br />

American Century VP<br />

Income & Growth Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ (23,165) $ (27,949) $ 24,514 $ 63,159<br />

Capital gains distributions received 0 0 0 0<br />

Realized gain (loss) on shares redeemed 663,345 546,233 52,894 363,795<br />

Net change in unrealized gain (loss) on investments (48,831) (199,470) 172,976 (310,769)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS 591,349 318,814 250,384 116,185<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 380,440 400,952 95,317 95,774<br />

Policy loans (206,316) (30,608) 0 0<br />

Policy loan repayments and interest 31,746 980 0 0<br />

Surrenders, withdrawals and death benefits (2,523,758) (2,450,188) (226,795) (1,238,367)<br />

Net transfers between other subaccounts or fixed rate option (71,015) (190,404) 299,515 (759,345)<br />

Withdrawal and other charges (127,650) (200,630) (27,756) (57,272)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM CONTRACT OWNER TRANSACTIONS (2,516,553) (2,469,898) 140,281 (1,959,210)<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS (1,925,204) (2,151,084) 390,665 (1,843,025)<br />

NET ASSETS<br />

Beginning of period 7,043,000 9,194,084 1,322,438 3,165,463<br />

End of period $ 5,117,796 $ 7,043,000 $ 1,713,103 $ 1,322,438<br />

Beginning units 8,854,866 12,067,460 1,232,238 3,079,514<br />

Units issued 711,862 2,270,518 439,889 721,640<br />

Units redeemed (3,613,717) (5,483,112) (306,114) (2,568,916)<br />

Ending units 5,953,011 8,854,866 1,366,013 1,232,238<br />

The accompanying notes are an integral part of these financial statements.<br />

A29


<strong>Prudential</strong> SP T.Rowe Price<br />

Large-Cap Growth Portfolio<br />

SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong> SP<br />

Davis Value Portfolio<br />

Dreyfus MidCap<br />

Stock Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ (23,570) $ (20,665) $ 186,890 $ 173,405 $ 10,147 $ (5,116)<br />

1,173,356 0 580,775 2,755,364 562,232 9,416<br />

76,763 190,584 460,376 514,633 276,982 30,246<br />

(630,771) 1,161,193 4,239,706 (674,265) (527,425) 273,183<br />

595,778 1,331,112 5,467,747 2,769,137 321,936 307,729<br />

2,682,239 2,481,060 9,610,240 8,629,754 49,779 35,868<br />

(133,956) (102,740) (552,784) (363,407) (45,402) 0<br />

14,711 37,218 107,532 158,131 346 0<br />

(739,688) (1,885,662) (1,439,157) (1,498,069) (3,313,758) (13,190)<br />

493,045 173,922 1,512,088 1,428,773 28,059 816,821<br />

(1,114,325) (1,123,625) (4,103,823) (4,097,939) (28,087) (43,285)<br />

1,202,026 (419,827) 5,134,096 4,257,243 (3,309,063) 796,214<br />

1,797,804 911,285 10,601,843 7,026,380 (2,987,127) 1,103,943<br />

9,170,237 8,258,952 34,152,990 27,126,610 3,439,399 2,335,456<br />

$ 10,968,041 $ 9,170,237 $ 44,754,833 $ 34,152,990 $ 452,272 $ 3,439,399<br />

9,205,742 10,311,707 26,836,137 23,360,351 2,546,552 1,883,994<br />

3,716,197 4,282,918 9,262,168 9,743,214 61,947 985,841<br />

(2,625,411) (5,388,883) (5,638,082) (6,267,428) (2,297,079) (323,283)<br />

10,296,528 9,205,742 30,460,223 26,836,137 311,420 2,546,552<br />

The accompanying notes are an integral part of these financial statements.<br />

A30


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

Dreyfus Developing<br />

Leaders Portfolio<br />

<strong>Prudential</strong> SP Small<br />

Cap Value Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 11,567 $ (7,752) $ 79,613 $ 57,145<br />

Capital gains distributions received 373,173 0 5,008,268 2,748,572<br />

Realized gain (loss) on shares redeemed 336,727 84,288 141,143 524,336<br />

Net change in unrealized gain (loss) on investments (529,702) 146,061 (840,376) (2,098,925)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS 191,765 222,597 4,388,648 1,231,128<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 367,343 431,779 8,872,929 8,418,966<br />

Policy loans (139,059) 0 (565,482) (382,481)<br />

Policy loan repayments and interest 1,464 0 134,663 144,653<br />

Surrenders, withdrawals and death benefits (1,386,521) (84,319) (1,434,888) (1,323,294)<br />

Net transfers between other subaccounts or fixed rate option (778,426) 267,251 439,463 1,189,455<br />

Withdrawal and other charges (93,888) (88,720) (3,981,984) (4,048,905)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM CONTRACT OWNER TRANSACTIONS (2,029,087) 525,991 3,464,701 3,998,394<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS (1,837,322) 748,588 7,853,349 5,229,522<br />

NET ASSETS<br />

Beginning of period 4,376,703 3,628,115 29,146,807 23,917,285<br />

End of period $ 2,539,381 $ 4,376,703 $ 37,000,156 $ 29,146,807<br />

Beginning units 6,876,311 6,019,470 19,661,573 16,697,840<br />

Units issued 1,143,343 2,000,005 6,971,164 7,972,358<br />

Units redeemed (4,167,555) (1,143,164) (4,628,566) (5,008,625)<br />

Ending units 3,852,099 6,876,311 22,004,171 19,661,573<br />

The accompanying notes are an integral part of these financial statements.<br />

A31


SUBACCOUNTS (Continued)<br />

Goldman Sachs Structured<br />

Small Cap Equity Fund AIM V.I. Utilities Fund AIM V.I. Technology Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ 7,723 $ 837 $ 813 $ 13,385 $ (1,061) $ (1,005)<br />

131,101 190,488 792 0 0 0<br />

153,655 50,402 64,524 1,510 14,024 29,400<br />

(60,125) (117,382) (27,554) 32,408 46,994 (8,824)<br />

232,354 124,345 38,575 47,303 59,957 19,571<br />

267,956 322,549 13,847 4,652 1,438 0<br />

(6,057) (6,324) 0 0 0 0<br />

0 0 0 0 0 0<br />

(244,739) (98,784) (616,988) (385) (10,854) (1,819)<br />

(591,420) 121,084 (7,984) 558,443 (10,667) (241,758)<br />

(119,835) (122,894) (4,190) (4,013) (4,993) (6,568)<br />

(694,095) 215,631 (615,315) 558,697 (25,076) (250,145)<br />

(461,741) 339,976 (576,740) 606,000 34,881 (230,574)<br />

2,417,376 2,077,400 617,506 11,506 545,592 776,166<br />

$ 1,955,635 $ 2,417,376 $ 40,766 $ 617,506 $ 580,473 $ 545,592<br />

1,559,034 1,418,263 707,776 15,378 1,936,715 2,810,465<br />

182,492 322,559 27,114 726,591 205,381 981,902<br />

(615,883) (181,788) (697,573) (34,193) (272,979) (1,855,652)<br />

1,125,643 1,559,034 37,317 707,776 1,869,117 1,936,715<br />

The accompanying notes are an integral part of these financial statements.<br />

A32


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> SP Small-Cap<br />

Growth Portfolio<br />

Janus Aspen Mid-Cap Growth<br />

Portfolio - Service Shares<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ (16,266) $ (12,367) $ (1,578) $ (6,140)<br />

Capital gains distributions received 0 0 0 0<br />

Realized gain (loss) on shares redeemed 100,886 39,628 371,753 658,492<br />

Net change in unrealized gain (loss) on investments 612,260 121,345 (203,481) (358,731)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS 696,880 148,606 166,694 293,621<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 1,959,078 1,723,207 121,085 16,785<br />

Policy loans (131,156) (70,436) (30,678) (525)<br />

Policy loan repayments and interest 28,888 36,704 35,349 450<br />

Surrenders, withdrawals and death benefits (472,299) (170,676) (1,224,322) (2,112,882)<br />

Net transfers between other subaccounts or fixed rate option 307,936 345,330 799,101 (252,893)<br />

Withdrawal and other charges (837,932) (808,911) (29,861) (60,644)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS 854,515 1,055,218 (329,326) (2,409,709)<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 1,551,395 1,203,824 (162,632) (2,116,088)<br />

NET ASSETS<br />

Beginning of period 5,517,877 4,314,053 1,364,253 3,480,341<br />

End of period $ 7,069,272 $ 5,517,877 $ 1,201,621 $ 1,364,253<br />

Beginning units 5,892,432 4,798,680 2,285,066 6,517,859<br />

Units issued 2,524,636 2,676,875 1,765,320 1,805,349<br />

Units redeemed (1,822,413) (1,583,123) (2,271,761) (6,038,142)<br />

Ending units 6,594,655 5,892,432 1,778,625 2,285,066<br />

The accompanying notes are an integral part of these financial statements.<br />

A33


Janus Aspen Balanced<br />

Portfolio - Service Shares<br />

SUBACCOUNTS (Continued)<br />

Oppenheimer MidCap Fund/VA<br />

<strong>Prudential</strong> SP PIMCO<br />

Total Return Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ 352,647 $ 412,123 $ (4,713) $ (2,392) $ 1,632,926 $ 1,912,179<br />

0 0 0 0 0 711,958<br />

657,340 77,385 41,516 21,650 (269,060) 17,101<br />

1,079,261 1,080,265 (7,051) 137,730 (92,991) (1,744,299)<br />

2,089,248 1,569,773 29,752 156,988 1,270,875 896,939<br />

44,073 54,990 210,139 268,026 7,447,475 7,718,287<br />

0 0 0 0 (387,898) (279,402)<br />

0 0 0 0 241,392 44,517<br />

(3,708,376) (16,574) (52,451) (46,061) (8,224,676) (5,740,990)<br />

946,506 430,396 1,359,266 3,240 754,763 3,886,075<br />

(414,320) (405,919) (52,614) (43,812) (3,186,888) (3,354,955)<br />

(3,132,117) 62,893 1,464,340 181,393 (3,355,832) 2,273,532<br />

(1,042,869) 1,632,666 1,494,092 338,381 (2,084,957) 3,170,471<br />

22,771,802 21,139,136 1,348,055 1,009,674 43,674,846 40,504,375<br />

$ 21,728,933 $ 22,771,802 $ 2,842,147 $ 1,348,055 $ 41,589,889 $ 43,674,846<br />

19,794,338 19,744,023 2,066,935 1,730,227 32,938,377 30,947,725<br />

856,713 972,099 2,587,815 516,579 7,586,221 10,945,720<br />

(3,509,937) (921,784) (402,776) (179,871) (10,191,440) (8,955,068)<br />

17,141,114 19,794,338 4,251,974 2,066,935 30,333,158 32,938,377<br />

The accompanying notes are an integral part of these financial statements.<br />

A34


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> SP PIMCO Janus Aspen Large Cap<br />

High Yield Portfolio Growth Portfolio - Service Shares<br />

01/01/2006 01/01/2005 01/01/2006 01/01/2005<br />

to to to to<br />

12/31/2006 12/31/2005 12/31/2006 12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 574,259 $ 482,516 $ 706 $ (1,973)<br />

Capital gains distributions received 78,811 92,983 0 0<br />

Realized gain (loss) on shares redeemed 14,375 44,961 46,668 25,747<br />

Net change in unrealized gain (loss) on investments 49,556 (317,766) 165,754 43,172<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS 717,001 302,694 213,128 66,946<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 2,186,555 2,028,448 562,049 627,229<br />

Policy loans (74,381) (101,617) (35,101) (28,354)<br />

Policy loan repayments and interest 7,863 40,993 4,582 4,158<br />

Surrenders, withdrawals and death benefits (2,089,929) (265,999) (69,974) (98,781)<br />

Net transfers between other subaccounts or fixed rate option (71,364) 1,237,465 (166,651) 72,276<br />

Withdrawal and other charges (973,513) (935,566) (254,827) (291,353)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM CONTRACT OWNER TRANSACTIONS (1,014,769) 2,003,724 40,078 285,175<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS (297,768) 2,306,418 253,206 352,121<br />

NET ASSETS<br />

Beginning of period 8,696,757 6,390,339 1,929,295 1,577,174<br />

End of period $ 8,398,989 $ 8,696,757 $ 2,182,501 $ 1,929,295<br />

Beginning units 6,202,786 4,685,253 2,099,433 1,780,789<br />

Units issued 2,125,534 2,824,752 624,474 904,341<br />

Units redeemed (2,772,500) (1,307,219) (581,597) (585,697)<br />

Ending units 5,555,820 6,202,786 2,142,310 2,099,433<br />

The accompanying notes are an integral part of these financial statements.<br />

A35


SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong> SP Large <strong>Prudential</strong> SP AIM Core <strong>Prudential</strong> SP Strategic Partners<br />

Cap Value Portfolio Equity Portfolio Focused Growth Portfolio<br />

01/01/2006 01/01/2005 01/01/2006 01/01/2005 01/01/2006 01/01/2005<br />

to to to to to to<br />

12/31/2006 12/31/2005 12/31/2006 12/31/2005 12/31/2006 12/31/2005<br />

$ 110,774 $ 42,628 $ 18,339 $ 14,648 $ (8,404) $ (6,482)<br />

526,333 197,294 171,096 0 204,956 0<br />

220,820 270,973 33,578 34,979 51,323 25,681<br />

1,212,534 84,576 290,509 72,892 (263,525) 343,928<br />

2,070,461 595,471 513,522 122,519 (15,650) 363,127<br />

3,851,610 3,255,986 959,499 813,119 947,263 842,843<br />

(233,916) (91,598) (32,796) (25,482) (45,753) (16,706)<br />

27,167 19,432 5,191 2,334 2,370 732<br />

(923,179) (662,781) (139,108) (148,672) (119,662) (66,970)<br />

621,164 1,476,785 349,474 483,381 60,551 367,175<br />

(1,714,618) (1,541,178) (440,865) (381,293) (426,015) (352,153)<br />

1,628,228 2,456,646 701,395 743,387 418,754 774,921<br />

3,698,689 3,052,117 1,214,917 865,906 403,104 1,138,048<br />

10,689,052 7,636,935 2,910,284 2,044,378 2,986,227 1,848,179<br />

$ 14,387,741 $ 10,689,052 $ 4,125,201 $ 2,910,284 $ 3,389,331 $ 2,986,227<br />

8,468,277 6,476,373 2,671,882 1,960,344 2,655,701 1,917,342<br />

3,800,181 4,332,807 1,201,845 1,309,596 1,201,575 1,250,731<br />

(2,632,915) (2,340,903) (606,763) (598,058) (849,951) (512,372)<br />

9,635,543 8,468,277 3,266,964 2,671,882 3,007,325 2,655,701<br />

The accompanying notes are an integral part of these financial statements.<br />

A36


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> SP Mid Cap<br />

Growth Portfolio<br />

SP <strong>Prudential</strong> U.S.<br />

Emerging Growth Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ (38,664) $ (29,529) $ (51,247) $ (34,771)<br />

Capital gains distributions received 0 0 1,390,124 1,640,413<br />

Realized gain (loss) on shares redeemed 254,228 217,127 204,047 149,335<br />

Net change in unrealized gain (loss) on investments (533,942) 980,076 130,877 820,518<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS (318,378) 1,167,674 1,673,801 2,575,495<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 4,864,243 4,217,570 5,943,636 4,684,108<br />

Policy loans (305,281) (273,857) (315,329) (237,359)<br />

Policy loan repayments and interest 53,761 106,981 94,169 81,354<br />

Surrenders, withdrawals and death benefits (888,102) (588,860) (798,185) (516,632)<br />

Net transfers between other subaccounts or fixed rate option (332,883) 3,849,871 1,236,047 3,070,825<br />

Withdrawal and other charges (2,087,702) (2,036,195) (2,629,963) (2,306,818)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS 1,304,036 5,275,510 3,530,375 4,775,478<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 985,658 6,443,184 5,204,176 7,350,973<br />

NET ASSETS<br />

Beginning of period 14,151,994 7,708,810 16,696,935 9,345,962<br />

End of period $ 15,137,652 $ 14,151,994 $ 21,901,111 $ 16,696,935<br />

Beginning units 16,521,636 9,615,603 13,419,551 8,887,756<br />

Units issued 5,950,238 11,374,699 5,817,761 7,869,603<br />

Units redeemed (4,691,640) (4,468,666) (3,361,465) (3,337,808)<br />

Ending units 17,780,234 16,521,636 15,875,847 13,419,551<br />

The accompanying notes are an integral part of these financial statements.<br />

A37


<strong>Prudential</strong> SP Conservative<br />

Asset Allocation Portfolio<br />

SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong> SP Balanced<br />

Asset Allocation Portfolio<br />

<strong>Prudential</strong> SP Growth Asset<br />

Allocation Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ 238,367 $ 63,866 $ 720,056 $ 145,853 $ 766,575 $ 109,656<br />

113,171 205,698 506,801 745,238 709,057 1,134,575<br />

128,904 59,456 476,665 300,217 624,795 362,929<br />

169,420 51,539 1,852,524 668,310 4,643,659 1,783,162<br />

649,862 380,559 3,556,046 1,859,618 6,744,086 3,390,322<br />

2,489,046 2,349,658 13,226,357 10,932,248 25,678,338 19,328,984<br />

(152,484) (54,148) (254,043) (404,628) (1,002,294) (586,364)<br />

22,897 3,079 56,587 82,865 150,561 98,841<br />

(599,022) (259,828) (2,332,659) (641,787) (2,247,720) (825,291)<br />

(132,422) 762,463 2,670,672 3,517,442 5,421,527 4,473,354<br />

(1,344,148) (1,280,628) (6,549,182) (5,531,038) (11,838,418) (9,405,761)<br />

283,867 1,520,596 6,817,732 7,955,102 16,161,994 13,083,763<br />

933,729 1,901,155 10,373,778 9,814,720 22,906,080 16,474,085<br />

7,613,853 5,712,698 30,116,140 20,301,420 43,776,640 27,302,555<br />

$ 8,547,582 $ 7,613,853 $ 40,489,918 $ 30,116,140 $ 66,682,720 $ 43,776,640<br />

5,789,516 4,690,269 24,000,767 17,278,574 34,936,466 23,745,682<br />

2,344,770 2,555,072 13,006,932 13,183,602 24,288,326 21,184,897<br />

(1,920,260) (1,455,825) (7,730,159) (6,461,409) (12,103,941) (9,994,113)<br />

6,214,026 5,789,516 29,277,540 24,000,767 47,120,851 34,936,466<br />

The accompanying notes are an integral part of these financial statements.<br />

A38


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

<strong>Prudential</strong> SP Aggressive Growth<br />

Asset Allocation Portfolio<br />

Janus Aspen International Growth<br />

Portfolio - Service Shares<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 252,841 $ (11,719) $ 92,860 $ 49,795<br />

Capital gains distributions received 369,744 351,101 0 0<br />

Realized gain (loss) on shares redeemed 243,714 142,706 1,669,523 775,362<br />

Net change in unrealized gain (loss) on investments 1,552,876 728,747 1,052,040 827,262<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS 2,419,175 1,210,835 2,814,423 1,652,419<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 9,474,188 6,961,804 457,104 140,436<br />

Policy loans (532,721) (210,694) 0 0<br />

Policy loan repayments and interest 47,522 234,879 0 0<br />

Surrenders, withdrawals and death benefits (722,682) (194,460) (3,181,074) (2,312,700)<br />

Net transfers between other subaccounts or fixed rate option 2,142,877 1,474,269 2,501,945 963,902<br />

Withdrawal and other charges (4,365,173) (3,212,935) (182,484) (124,997)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM CONTRACT OWNER TRANSACTIONS 6,044,011 5,052,863 (404,509) (1,333,359)<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 8,463,186 6,263,698 2,409,914 319,060<br />

NET ASSETS<br />

Beginning of period 14,089,292 7,825,594 5,615,741 5,296,681<br />

End of period $ 22,552,478 $ 14,089,292 $ 8,025,655 $ 5,615,741<br />

Beginning units 11,372,377 7,027,569 5,290,831 6,570,749<br />

Units issued 9,181,669 7,965,650 2,749,750 1,925,804<br />

Units redeemed (4,676,309) (3,620,842) (2,873,440) (3,205,722)<br />

Ending units 15,877,737 11,372,377 5,167,141 5,290,831<br />

The accompanying notes are an integral part of these financial statements.<br />

A39


<strong>Prudential</strong> SP International<br />

Growth Portfolio<br />

SUBACCOUNTS (Continued)<br />

<strong>Prudential</strong> SP International<br />

Value Portfolio<br />

M Financial Turner Core<br />

Growth Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ 123,464 $ 13,716 $ 182,950 $ 15,310 $ 7,069 $ 2,432<br />

606,704 223,428 184,072 942,415 46,443 0<br />

143,510 99,293 331,677 334,611 42,965 3,084<br />

900,072 619,684 3,499,407 228,626 (21,434) 61,091<br />

1,773,750 956,121 4,198,106 1,520,962 75,043 66,607<br />

3,145,460 2,108,584 4,313,078 3,209,318 51,431 21,756<br />

(101,799) (81,781) (355,430) (265,644) 0 0<br />

10,093 53,571 88,218 134,342 0 0<br />

(467,955) (120,784) (850,620) (647,986) (8,859) (4,762)<br />

1,603,576 856,958 2,506,413 874,619 522,056 342,967<br />

(1,253,058) (997,988) (1,827,708) (1,667,361) (46,569) (34,888)<br />

2,936,317 1,818,560 3,873,951 1,637,288 518,059 325,073<br />

4,710,067 2,774,681 8,072,057 3,158,250 593,102 391,680<br />

7,257,382 4,482,701 13,283,627 10,125,377 611,000 219,320<br />

$ 11,967,449 $ 7,257,382 $ 21,355,684 $ 13,283,627 $ 1,204,102 $ 611,000<br />

5,436,112 3,916,946 11,301,150 9,887,155 46,615 19,061<br />

3,204,236 2,830,959 4,998,937 4,843,260 46,172 30,833<br />

(1,498,060) (1,311,793) (2,656,475) (3,429,265) (8,134) (3,279)<br />

7,142,288 5,436,112 13,643,612 11,301,150 84,653 46,615<br />

The accompanying notes are an integral part of these financial statements.<br />

A40


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

M Financial Frontier Capital<br />

Appreciation Fund<br />

M Financial Brandes<br />

International Equity Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 0 $ 0 $ 27,031 $ 14,716<br />

Capital gains distributions received 96,201 42,321 159,399 56,675<br />

Realized gain (loss) on shares redeemed 24,891 3,885 50,451 4,887<br />

Net change in unrealized gain (loss) on investments (12,169) 14,334 147,320 28,424<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS 108,923 60,540 384,201 104,702<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 73,396 39,055 99,758 63,946<br />

Policy loans 0 0 0 0<br />

Policy loan repayments and interest 0 0 0 0<br />

Surrenders, withdrawals and death benefits (10,053) (4,910) (9,228) (4,974)<br />

Net transfers between other subaccounts or fixed rate option 393,797 163,230 750,501 358,367<br />

Withdrawal and other charges (59,865) (47,846) (94,765) (72,190)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS 397,275 149,529 746,266 345,149<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 506,198 210,069 1,130,467 449,851<br />

NET ASSETS<br />

Beginning of period 557,663 347,594 1,100,999 651,148<br />

End of period $ 1,063,861 $ 557,663 $ 2,231,466 $ 1,100,999<br />

Beginning units 42,867 30,761 76,567 50,060<br />

Units issued 37,234 20,479 58,432 32,341<br />

Units redeemed (9,812) (8,373) (12,596) (5,834)<br />

Ending units 70,289 42,867 122,403 76,567<br />

The accompanying notes are an integral part of these financial statements.<br />

A41


SUBACCOUNTS (Continued)<br />

M Financial Business<br />

Opportunity Value Fund ProFund VP Asia 30 Fund ProFund VP Banks Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ 2,196 $ 1,689 $ (309) $ 48 $ (35) $ (3)<br />

30,762 22,098 0 0 0 0<br />

2,379 4,076 (1,777) 501 1,653 (551)<br />

11,632 (8,181) 30 16 0 0<br />

46,969 19,682 (2,056) 565 1,618 (554)<br />

63,797 51,612 0 113 0 0<br />

0 0 0 0 0 0<br />

0 0 0 0 0 0<br />

(8,387) (4,848) (6,955) 0 0 0<br />

123,622 22,921 9,979 507 (1,567) 555<br />

(42,885) (38,427) (797) (870) (46) 0<br />

136,147 31,258 2,227 (250) (1,613) 555<br />

183,116 50,940 171 315 5 1<br />

279,223 228,283 315 0 1 0<br />

$ 462,339 $ 279,223 $ 486 $ 315 $ 6 $ 1<br />

20,269 17,865 158 0 1 0<br />

12,786 5,756 1,160,906 104,007 875,514 196,754<br />

(3,586) (3,352) (1,160,889) (103,849) (875,511) (196,753)<br />

29,469 20,269 175 158 4 1<br />

The accompanying notes are an integral part of these financial statements.<br />

A42


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

ProFund VP Basic<br />

Materials Fund ProFund VP Bear Fund<br />

01/01/2006 01/01/2005 01/01/2006 01/01/2005<br />

to to to to<br />

12/31/2006 12/31/2005 12/31/2006 12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 1,159 $ (92) $ (117) $ (43)<br />

Capital gains distributions received 0 3 0 0<br />

Realized gain (loss) on shares redeemed 41,235 (1,094) (17,954) 1,132<br />

Net change in unrealized gain (loss) on investments (2,185) 2,144 (99) (4)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS 40,209 961 (18,170) 1,085<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 247 112 835 0<br />

Policy loans 0 0 0 0<br />

Policy loan repayments and interest 0 0 0 0<br />

Surrenders, withdrawals and death benefits 0 0 0 (1)<br />

Net transfers between other subaccounts or fixed rate option (676,911) 637,459 53,763 9,700<br />

Withdrawal and other charges (478) (2,022) (2,090) (1,811)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS (677,142) 635,549 52,508 7,888<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS (636,933) 636,510 34,338 8,973<br />

NET ASSETS<br />

Beginning of period 637,063 553 8,974 1<br />

End of period $ 130 $ 637,063 $ 43,312 $ 8,974<br />

Beginning units 418,226 371 13,423 1<br />

Units issued 1,666,657 1,039,174 8,049,037 925,225<br />

Units redeemed (2,084,809) (621,319) (7,992,254) (911,803)<br />

Ending units 74 418,226 70,206 13,423<br />

The accompanying notes are an integral part of these financial statements.<br />

A43


SUBACCOUNTS (Continued)<br />

ProFund VP Biotechnology Fund<br />

ProFund VP UltraBull Fund<br />

ProFund VP Consumer<br />

Services Fund<br />

01/01/2006 01/01/2005 01/01/2006 01/01/2005 01/01/2006 01/01/2005<br />

to to to to to to<br />

12/31/2006 12/31/2005 12/31/2006 12/31/2005 12/31/2006 12/31/2005<br />

$ (120) $ (46) $ 32 $ (123) $ (11) $ (42)<br />

0 1,408 2,074 3 0 0<br />

(1,273) 3,356 14,930 20,163 807 5,852<br />

(1,106) (355) (132) (491) 0 0<br />

(2,499) 4,363 16,904 19,552 796 5,810<br />

8,567 8,507 94 0 0 0<br />

0 0 0 0 0 0<br />

0 0 0 0 0 0<br />

0 0 0 (10,593) 0 (1)<br />

30,347 205 63,030 (183,103) (794) (5,408)<br />

(3,158) (2,463) (1,676) (1,361) 0 (395)<br />

35,756 6,249 61,448 (195,057) (794) (5,804)<br />

33,257 10,612 78,352 (175,505) 2 6<br />

17,570 6,958 13 175,518 6 0<br />

$ 50,827 $ 17,570 $ 78,365 $ 13 $ 8 $ 6<br />

9,917 4,672 7 102,473 5 0<br />

74,510 152,159 2,492,636 4,271,275 646,894 460,205<br />

(54,436) (146,914) (2,456,233) (4,373,741) (646,893) (460,200)<br />

29,991 9,917 36,410 7 6 5<br />

The accompanying notes are an integral part of these financial statements.<br />

A44


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

ProFund VP<br />

Consumer Goods Fund ProFund VP Oil & Gas Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ (25) $ (42) $ (333) $ (73)<br />

Capital gains distributions received 0 0 31,323 395<br />

Realized gain (loss) on shares redeemed (189) 5,518 42,082 11,122<br />

Net change in unrealized gain (loss) on investments 13 0 (405) 0<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS (201) 5,476 72,667 11,444<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 117 60 0 0<br />

Policy loans 0 0 0 0<br />

Policy loan repayments and interest 0 0 0 0<br />

Surrenders, withdrawals and death benefits 0 0 (8,045) (1)<br />

Net transfers between other subaccounts or fixed rate option 933 (5,070) (46,349) (8,767)<br />

Withdrawal and other charges (232) (439) (3,509) (2,673)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS 818 (5,449) (57,903) (11,441)<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 617 27 14,764 3<br />

NET ASSETS<br />

Beginning of period 27 0 4 1<br />

End of period $ 644 $ 27 $ 14,768 $ 4<br />

Beginning units 22 0 2 1<br />

Units issued 947,391 418,232 2,924,704 1,015,115<br />

Units redeemed (946,951) (418,210) (2,918,803) (1,015,114)<br />

Ending units 462 22 5,903 2<br />

The accompanying notes are an integral part of these financial statements.<br />

A45


SUBACCOUNTS (Continued)<br />

ProFund VP Europe 30 Fund ProFund VP Financials Fund ProFund VP Health Care Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ (261) $ (23) $ 80 $ 111 $ (124) $ (108)<br />

530 6,316 0 0 0 0<br />

16,138 (7,551) 7,865 6,747 (14,311) 3,112<br />

177 (586) 4,716 (3,897) 253 (18)<br />

16,584 (1,844) 12,661 2,961 (14,182) 2,986<br />

973 1,738 22,709 22,499 14,155 14,104<br />

0 0 0 0 0 0<br />

0 0 0 0 0 0<br />

0 0 0 0 0 0<br />

(10,215) 26,276 (651,637) 630,096 9,581 (10,736)<br />

(5,448) (6,633) (2,743) (4,846) (3,085) (2,579)<br />

(14,690) 21,381 (631,671) 647,749 20,651 789<br />

1,894 19,537 (619,010) 650,710 6,469 3,775<br />

29,168 9,631 669,249 18,539 25,016 21,241<br />

$ 31,062 $ 29,168 $ 50,239 $ 669,249 $ 31,485 $ 25,016<br />

17,257 6,144 469,543 13,491 20,217 18,154<br />

1,989,254 1,173,253 594,906 1,114,008 1,000,407 781,541<br />

(1,990,832) (1,162,140) (1,034,338) (657,956) (996,389) (779,478)<br />

15,679 17,257 30,111 469,543 24,235 20,217<br />

The accompanying notes are an integral part of these financial statements.<br />

A46


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

ProFund VP Industrials Fund ProFund VP Internet Fund<br />

01/01/2006 01/01/2005 01/01/2006 01/01/2005<br />

to to to to<br />

12/31/2006 12/31/2005 12/31/2006 12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ (7) $ (1) $ (10) $ (8)<br />

Capital gains distributions received 0 0 57 0<br />

Realized gain (loss) on shares redeemed 437 (688) 1,115 462<br />

Net change in unrealized gain (loss) on investments 0 0 (42) (223)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS 430 (689) 1,120 231<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 0 1 132 1<br />

Policy loans 0 0 0 0<br />

Policy loan repayments and interest 0 0 0 0<br />

Surrenders, withdrawals and death benefits (1) 0 0 0<br />

Net transfers between other subaccounts or fixed rate option (268) 689 (2,944) (6,882)<br />

Withdrawal and other charges (161) 0 (182) (209)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM CONTRACT OWNER TRANSACTIONS (430) 690 (2,994) (7,090)<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 0 1 (1,874) (6,859)<br />

NET ASSETS<br />

Beginning of period 1 0 2,729 9,588<br />

End of period $ 1 $ 1 $ 855 $ 2,729<br />

Beginning units 1 0 1,466 5,520<br />

Units issued 20,174 113,623 491,345 114,563<br />

Units redeemed (20,174) (113,622) (492,357) (118,617)<br />

Ending units 1 1 454 1,466<br />

The accompanying notes are an integral part of these financial statements.<br />

A47


SUBACCOUNTS (Continued)<br />

ProFund VP Mid-Cap<br />

ProFund VP Mid-Cap<br />

ProFund VP Japan Fund Growth Fund Value Fund<br />

01/01/2006 01/01/2005 01/01/2006 01/01/2005 01/01/2006 01/01/2005<br />

to to to to to to<br />

12/31/2006 12/31/2005 12/31/2006 12/31/2005 12/31/2006 12/31/2005<br />

$ 73 $ (40) $ (11) $ (41) $ (71) $ (79)<br />

4,522 0 150 289 3,155 1,832<br />

(4,714) 4,377 (1,004) 458 (9,898) 906<br />

(2,187) 2,607 78 (1,833) (776) (794)<br />

(2,306) 6,944 (787) (1,127) (7,590) 1,865<br />

321 0 493 248 340 0<br />

0 0 0 0 0 0<br />

0 0 0 0 0 0<br />

0 (80) 0 (10,662) 0 (15,110)<br />

(48,881) 61,993 (4,111) (7,198) 9,182 1,508<br />

(2,848) (3,043) (1,412) (2,381) (3,127) (5,288)<br />

(51,408) 58,870 (5,030) (19,993) 6,395 (18,890)<br />

(53,714) 65,814 (5,817) (21,120) (1,195) (17,025)<br />

65,814 0 9,262 30,382 19,993 37,018<br />

$ 12,100 $ 65,814 $ 3,445 $ 9,262 $ 18,798 $ 19,993<br />

31,276 0 6,049 22,015 11,757 23,637<br />

782,626 220,235 147,760 329,402 779,129 357,569<br />

(808,700) (188,959) (151,640) (345,368) (781,018) (369,449)<br />

5,202 31,276 2,169 6,049 9,868 11,757<br />

The accompanying notes are an integral part of these financial statements.<br />

A48


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

ProFund VP<br />

Money Market Fund ProFund VP OTC Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 65,292 $ 25,907 $ (459) $ (55)<br />

Capital gains distributions received 0 0 0 567<br />

Realized gain (loss) on shares redeemed 0 0 (2,145) (13)<br />

Net change in unrealized gain (loss) on investments 0 0 (1,783) 1,067<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS 65,292 25,907 (4,387) 1,566<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 445,620 442,661 60,414 52,391<br />

Policy loans 0 0 0 0<br />

Policy loan repayments and interest 0 0 0 0<br />

Surrenders, withdrawals and death benefits (350,205) (44) 0 0<br />

Net transfers between other subaccounts or fixed rate option 1,251,348 (125,306) 0 0<br />

Withdrawal and other charges (102,178) (125,164) 0 0<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM CONTRACT OWNER TRANSACTIONS 1,244,585 192,147 60,414 52,391<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 1,309,877 218,054 56,027 53,957<br />

NET ASSETS<br />

Beginning of period 1,495,813 1,277,759 71,102 17,145<br />

End of period $ 2,805,690 $ 1,495,813 $ 127,129 $ 71,102<br />

Beginning units 1,479,289 1,282,994 46,711 11,256<br />

Units issued 30,658,543 27,673,571 1,732,696 490,051<br />

Units redeemed (29,454,040) (27,477,276) (1,700,019) (454,596)<br />

Ending units 2,683,792 1,479,289 79,388 46,711<br />

The accompanying notes are an integral part of these financial statements.<br />

A49


ProFund VP<br />

Pharmaceuticals Fund<br />

SUBACCOUNTS (Continued)<br />

ProFund VP<br />

Precious Metals Fund<br />

ProFund VP Real Estate Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ (6) $ (11) $ 3,088 $ (52) $ 146 $ 1,828<br />

0 0 0 0 2,230 0<br />

(1,224) 205 19,006 6,837 9,152 (2,120)<br />

3 3 558 (556) 1,491 (1,071)<br />

(1,227) 197 22,652 6,229 13,019 (1,363)<br />

115 111 0 0 11,193 11,610<br />

0 0 0 0 0 0<br />

0 0 0 0 0 0<br />

0 0 (8,259) (28,416) 0 0<br />

1,329 (102) (56,420) 69,580 5,896 6,038<br />

(165) (150) (2,298) (2,481) (4,699) (4,509)<br />

1,279 (141) (66,977) 38,683 12,390 13,139<br />

52 56 (44,325) 44,912 25,409 11,776<br />

56 0 44,912 0 30,679 18,903<br />

$ 108 $ 56 $ 587 $ 44,912 $ 56,088 $ 30,679<br />

63 0 24,811 0 17,562 11,522<br />

332,363 384,955 2,014,927 670,435 770,037 1,657,044<br />

(332,318) (384,892) (2,039,435) (645,624) (763,305) (1,651,004)<br />

108 63 303 24,811 24,294 17,562<br />

The accompanying notes are an integral part of these financial statements.<br />

A50


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

ProFund VP Rising Rates<br />

ProFund VP<br />

Opportunity Fund Semiconductor Fund<br />

01/01/2006 01/01/2005 01/01/2006 01/01/2005<br />

to to to to<br />

12/31/2006 12/31/2005 12/31/2006 12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 6,194 $ (48) $ 0 $ (6)<br />

Capital gains distributions received 0 0 0 0<br />

Realized gain (loss) on shares redeemed 554 (5,581) (272) 1,048<br />

Net change in unrealized gain (loss) on investments 89 748 0 0<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS 6,837 (4,881) (272) 1,042<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 763 17 0 2<br />

Policy loans 0 0 0 0<br />

Policy loan repayments and interest 0 0 0 0<br />

Surrenders, withdrawals and death benefits 0 (9,215) (279) 0<br />

Net transfers between other subaccounts or fixed rate option (8,988) (3,433) 562 (928)<br />

Withdrawal and other charges (264) (2,754) (11) (115)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS (8,489) (15,385) 272 (1,041)<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS (1,652) (20,266) 0 1<br />

NET ASSETS<br />

Beginning of period 1,665 21,931 1 0<br />

End of period $ 13 $ 1,665 $ 1 $ 1<br />

Beginning units 2,281 27,603 1 0<br />

Units issued 6,545,379 673,382 8,077 29,811<br />

Units redeemed (6,547,644) (698,704) (8,077) (29,810)<br />

Ending units 16 2,281 1 1<br />

The accompanying notes are an integral part of these financial statements.<br />

A51


SUBACCOUNTS (Continued)<br />

ProFund VP ProFund VP Short ProFund VP<br />

Short OTC Fund Small-Cap Fund Small-Cap Fund<br />

01/01/2006 01/01/2005 01/01/2006 01/01/2005 01/01/2006 01/01/2005<br />

to to to to to to<br />

12/31/2006 12/31/2005 12/31/2006 12/31/2005 12/31/2006 12/31/2005<br />

$ (364) $ (2,365) $ (84) $ (23) $ (175) $ (27)<br />

0 0 0 0 1,304 0<br />

(31,789) (120,409) (20,248) 3,105 5,525 2,017<br />

(467) 218,177 (457) 457 3,924 (145)<br />

(32,620) 95,403 (20,789) 3,539 10,578 1,845<br />

0 0 830 0 0 9<br />

0 0 0 0 0 0<br />

0 0 0 0 0 0<br />

(59,053) (50,784) 0 (1,069) 0 0<br />

170,023 (1,144,950) (198,532) 160,046 164,709 2,470<br />

(59,417) (18,514) (4,893) (189) (50,131) (9,444)<br />

51,553 (1,214,248) (202,595) 158,788 114,578 (6,965)<br />

18,933 (1,118,845) (223,384) 162,327 125,156 (5,120)<br />

17,601 1,136,446 223,392 61,065 9 5,129<br />

$ 36,534 $ 17,601 $ 8 $ 223,392 $ 125,165 $ 9<br />

31,176 2,024,127 365,857 96,846 5 3,132<br />

10,417,481 1,088,651 2,985,026 1,140,692 362,022 111,426<br />

(10,382,874) (3,081,602) (3,350,868) (871,681) (296,915) (114,553)<br />

65,783 31,176 15 365,857 65,112 5<br />

The accompanying notes are an integral part of these financial statements.<br />

A52


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

ProFund VP Small<br />

Cap-Growth Fund<br />

ProFund VP<br />

Small-Cap Value Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ (17) $ (25) $ (5) $ (19)<br />

Capital gains distributions received 1,382 0 0 59<br />

Realized gain (loss) on shares redeemed 2,865 (208) (493) 598<br />

Net change in unrealized gain (loss) on investments (692) (709) 0 (1,199)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS 3,538 (942) (498) (561)<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 564 572 0 1,259<br />

Policy loans 0 0 0 0<br />

Policy loan repayments and interest 0 0 0 0<br />

Surrenders, withdrawals and death benefits 0 (8,527) 0 (11,628)<br />

Net transfers between other subaccounts or fixed rate option 896 (6,134) 524 (1,847)<br />

Withdrawal and other charges (5,587) (2,001) (26) (658)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS (4,127) (16,090) 498 (12,874)<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS (589) (17,032) 0 (13,435)<br />

NET ASSETS<br />

Beginning of period 6,308 23,340 1 13,436<br />

End of period $ 5,719 $ 6,308 $ 1 $ 1<br />

Beginning units 3,748 14,878 1 8,393<br />

Units issued 212,955 81,102 94,302 83,300<br />

Units redeemed (213,567) (92,232) (94,302) (91,692)<br />

Ending units 3,136 3,748 1 1<br />

The accompanying notes are an integral part of these financial statements.<br />

A53


ProFund VP Technology Fund<br />

SUBACCOUNTS (Continued)<br />

ProFund VP<br />

Telecommunications Fund<br />

ProFund VP U.S.<br />

Government Plus Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ (8) $ 7 $ 47 $ 2,663 $ 643 $ 367<br />

211 88 0 4,079 0 0<br />

2,346 506 (4,129) (4,388) 3,081 7,308<br />

86 (84) 109 79 229 (401)<br />

2,635 517 (3,973) 2,433 3,953 7,274<br />

304 113 565 113 393 511<br />

0 0 0 0 0 0<br />

0 0 0 0 0 0<br />

0 0 0 0 0 0<br />

(4,989) 1,818 10,798 (12,287) (144,549) 27,029<br />

(179) (106) (424) (179) (4,015) (2,288)<br />

(4,864) 1,825 10,939 (12,353) (148,171) 25,252<br />

(2,229) 2,342 6,966 (9,920) (144,218) 32,526<br />

2,342 0 56 9,976 145,186 112,660<br />

$ 113 $ 2,342 $ 7,022 $ 56 $ 968 $ 145,186<br />

1,648 0 52 8,591 121,197 102,264<br />

488,135 147,131 685,065 346,143 762,224 577,716<br />

(489,709) (145,483) (680,268) (354,682) (882,572) (558,783)<br />

74 1,648 4,849 52 849 121,197<br />

The accompanying notes are an integral part of these financial statements.<br />

A54


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

ProFund VP<br />

UltraMid-Cap Fund ProFund VP UltraOTC Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ (60) $ (118) $ (65) $ (62)<br />

Capital gains distributions received 0 1,262 234 3,374<br />

Realized gain (loss) on shares redeemed 7,067 29,506 14,275 (6,158)<br />

Net change in unrealized gain (loss) on investments (19) (771) 16 (443)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS 6,988 29,879 14,460 (3,289)<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 76 0 1 0<br />

Policy loans 0 0 0 0<br />

Policy loan repayments and interest 0 0 0 0<br />

Surrenders, withdrawals and death benefits 0 0 0 (24,383)<br />

Net transfers between other subaccounts or fixed rate option (9,514) (48,397) 1,239 (77,892)<br />

Withdrawal and other charges (157) (1,626) (374) (180)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS (9,595) (50,023) 866 (102,455)<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS (2,607) (20,144) 15,326 (105,744)<br />

NET ASSETS<br />

Beginning of period 2,609 22,753 68,113 173,857<br />

End of period $ 2 $ 2,609 $ 83,439 $ 68,113<br />

Beginning units 1,060 10,872 33,931 83,146<br />

Units issued 1,431,960 1,896,256 1,902,950 2,159,414<br />

Units redeemed (1,433,019) (1,906,068) (1,897,152) (2,208,629)<br />

Ending units 1 1,060 39,729 33,931<br />

The accompanying notes are an integral part of these financial statements.<br />

A55


SUBACCOUNTS (Continued)<br />

ProFund VP<br />

UltraSmall-Cap Fund ProFund VP Bull Fund ProFund VP Utilities Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

$ (85) $ (111) $ (259) $ (99) $ (21) $ 9<br />

0 4 4,848 0 0 124<br />

15,082 27,815 13,945 7,108 (561) 11,389<br />

0 (434) 642 (903) (1) (2)<br />

14,997 27,274 19,176 6,106 (583) 11,520<br />

0 0 725 670 172 113<br />

0 0 0 0 0 0<br />

0 0 0 0 0 0<br />

0 (5,835) 0 (10,387) 0 0<br />

(14,570) (44,339) 94,723 67,010 2,379 (10,198)<br />

(424) (219) (63,987) (12,452) (989) (1,142)<br />

(14,994) (50,393) 31,461 44,841 1,562 (11,227)<br />

3 (23,119) 50,637 50,947 979 293<br />

9 23,128 82,212 31,265 308 15<br />

$ 12 $ 9 $ 132,849 $ 82,212 $ 1,287 $ 308<br />

4 9,010 60,459 23,562 179 10<br />

1,536,912 1,990,129 2,807,629 1,110,471 1,028,402 1,634,040<br />

(1,536,912) (1,999,135) (2,781,915) (1,073,574) (1,027,951) (1,633,871)<br />

4 4 86,173 60,459 630 179<br />

The accompanying notes are an integral part of these financial statements.<br />

A56


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

AST Cohen & Steers<br />

Realty Portfolio AST Global Allocation Porfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 480 $ (1) $ 682 $ 0<br />

Capital gains distributions received 6,623 0 0 0<br />

Realized gain (loss) on shares redeemed 3,277 2 400 0<br />

Net change in unrealized gain (loss) on investments 50,494 15 8,697 7<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS 60,874 16 9,779 7<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 231,463 194 56,072 187<br />

Policy loans (1,805) 0 0 0<br />

Policy loan repayments and interest 12 0 0 0<br />

Surrenders, withdrawals and death benefits (59) 0 0 0<br />

Net transfers between other subaccounts or fixed rate option 299,051 13,382 90,339 2,792<br />

Withdrawal and other charges (123,323) (228) (29,003) (98)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS 405,339 13,348 117,408 2,881<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 466,213 13,364 127,187 2,888<br />

NET ASSETS<br />

Beginning of period 13,364 0 2,888 0<br />

End of period $ 479,577 $ 13,364 $ 130,075 $ 2,888<br />

Beginning units 1,228 0 276 0<br />

Units issued 42,740 1,252 13,851 285<br />

Units redeemed (11,716) (24) (2,950) (9)<br />

Ending units 32,252 1,228 11,177 276<br />

* Date subaccounts became available for investment<br />

The accompanying notes are an integral part of these financial statements.<br />

A57


AST DeAm<br />

Large-Cap Value Porfolio<br />

SUBACCOUNTS (Continued)<br />

AST DeAm<br />

Small-Cap Growth Porfolio<br />

AST DeAm<br />

Small-Cap Value Porfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

$ 353 $ 0 $ (88) $ 0 $ (31) $ 0<br />

5,833 0 0 0 1,109 0<br />

850 0 (192) 0 847 0<br />

47,774 (30) 4,569 (55) 14,725 (10)<br />

54,810 (30) 4,289 (55) 16,650 (10)<br />

307,946 615 96,668 19 96,249 116<br />

(12,525) 0 0 0 (1,821) 0<br />

3,687 0 727 0 733 0<br />

(885) 0 (234) 0 (73) 0<br />

455,891 5,725 101,210 5,947 131,624 882<br />

(121,525) (227) (42,576) (40) (46,120) (146)<br />

632,589 6,113 155,795 5,926 180,592 852<br />

687,399 6,083 160,084 5,871 197,242 842<br />

6,083 0 5,871 0 842 0<br />

$ 693,482 $ 6,083 $ 165,955 $ 5,871 $ 198,084 $ 842<br />

568 0 547 0 81 0<br />

66,651 589 18,312 550 20,818 95<br />

(14,012) (21) (4,507) (3) (5,016) (14)<br />

53,207 568 14,352 547 15,883 81<br />

The accompanying notes are an integral part of these financial statements.<br />

A58


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

AST Federated Aggressive<br />

Growth Portfolio<br />

AST Small Cap Value Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ (67) $ 0 $ 127 $ (1)<br />

Capital gains distributions received 357 0 3,580 0<br />

Realized gain (loss) on shares redeemed (111) 0 2,655 0<br />

Net change in unrealized gain (loss) on investments 9,259 13 31,399 (265)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM OPERATIONS 9,438 13 37,761 (266)<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 83,748 89 231,358 1,030<br />

Policy loans 0 0 0 0<br />

Policy loan repayments and interest 0 0 0 0<br />

Surrenders, withdrawals and death benefits (2,394) 0 (645) 0<br />

Net transfers between other subaccounts or fixed rate option 142,460 1,770 333,997 26,695<br />

Withdrawal and other charges (41,645) (68) (131,356) (289)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING<br />

FROM CONTRACT OWNER TRANSACTIONS 182,169 1,791 433,354 27,436<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 191,607 1,804 471,115 27,170<br />

NET ASSETS<br />

Beginning of period 1,804 0 27,170 0<br />

End of period $ 193,411 $ 1,804 $ 498,285 $ 27,170<br />

Beginning units 163 0 2,559 0<br />

Units issued 21,052 169 52,552 2,586<br />

Units redeemed (5,704) (6) (15,984) (27)<br />

Ending units 15,511 163 39,127 2,559<br />

* Date subaccounts became available for investment<br />

The accompanying notes are an integral part of these financial statements.<br />

A59


AST Goldman Sachs<br />

Mid-Cap Growth Portfolio<br />

SUBACCOUNTS (Continued)<br />

AST Marsico<br />

Capital Growth Portfolio<br />

AST MFS Growth Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005 *<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

$ (89) $ 0 $ (411) $ 0 $ (47) $ 0<br />

0 0 0 0 0 0<br />

1,761 (1) (352) 0 1,423 1<br />

9,738 (88) 46,752 (36) 4,477 (11)<br />

11,410 (89) 45,989 (36) 5,853 (10)<br />

114,705 2,107 562,898 264 62,089 522<br />

0 0 (856) 0 0 0<br />

521 0 2,291 0 0 0<br />

(78) 0 (653) 0 (146) 0<br />

123,170 7,232 625,045 5,226 46,831 2,262<br />

(60,268) (279) (101,359) (122) (40,278) (215)<br />

178,050 9,060 1,087,366 5,368 68,496 2,569<br />

189,460 8,971 1,133,355 5,332 74,349 2,559<br />

8,971 0 5,332 0 2,559 0<br />

$ 198,431 $ 8,971 $ 1,138,687 $ 5,332 $ 76,908 $ 2,559<br />

847 0 496 0 242 0<br />

27,899 874 110,711 508 21,597 262<br />

(11,104) (27) (12,249) (12) (15,210) (20)<br />

17,642 847 98,958 496 6,629 242<br />

The accompanying notes are an integral part of these financial statements.<br />

A60


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

AST Neuberger Berman<br />

Mid-Cap Growth Portfolio<br />

AST PIMCO Limited<br />

Maturity Bond Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ (198) $ 0 $ 217 $ 0<br />

Capital gains distributions received 0 0 0 0<br />

Realized gain (loss) on shares redeemed (745) 0 283 0<br />

Net change in unrealized gain (loss) on investments 24,781 (27) 1,540 1<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS 23,838 (27) 2,040 1<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 155,905 324 48,077 116<br />

Policy loans (1,555) 0 0 0<br />

Policy loan repayments and interest 1,467 0 2,593 0<br />

Surrenders, withdrawals and death benefits (600) 0 (7) 0<br />

Net transfers between other subaccounts or fixed rate option 293,522 3,500 47,632 826<br />

Withdrawal and other charges (71,808) (118) (19,215) (28)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS 376,931 3,706 79,080 914<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 400,769 3,679 81,120 915<br />

NET ASSETS<br />

Beginning of period 3,679 0 915 0<br />

End of period $ 404,448 $ 3,679 $ 82,035 $ 915<br />

Beginning units 336 0 91 0<br />

Units issued 42,847 347 11,246 94<br />

Units redeemed (10,735) (11) (3,483) (3)<br />

Ending units 32,448 336 7,854 91<br />

* Date subaccounts became available for investment<br />

The accompanying notes are an integral part of these financial statements.<br />

A61


AST T. Rowe Price<br />

Natural Resources Portfolio<br />

SUBACCOUNTS (Continued)<br />

AST MFS Global Equity Portfolio<br />

AST JPMorgan International<br />

Equity Portfolio<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

$ 321 $ (10) $ 18 $ 0 $ 1,398 $ (3)<br />

32,271 0 700 0 0 0<br />

(199) 5 385 1 2,302 4<br />

74,765 1,817 5,051 19 67,497 657<br />

107,158 1,812 6,154 20 71,197 658<br />

1,270,637 14,802 57,977 52 384,295 2,462<br />

(2,406) 0 0 0 (1,203) 0<br />

1,054 0 0 0 2,604 0<br />

(3,725) 0 0 0 (1,353) 0<br />

1,231,309 129,499 54,668 1,456 462,548 40,080<br />

(499,965) (2,799) (26,297) (121) (181,856) (817)<br />

1,996,904 141,502 86,348 1,387 665,035 41,725<br />

2,104,062 143,314 92,502 1,407 736,232 42,383<br />

143,314 0 1,407 0 42,383 0<br />

$ 2,247,376 $ 143,314 $ 93,909 $ 1,407 $ 778,615 $ 42,383<br />

12,966 0 134 0 3,997 0<br />

209,491 13,221 9,465 145 75,122 4,075<br />

(46,793) (255) (2,402) (11) (19,266) (78)<br />

175,664 12,966 7,197 134 59,853 3,997<br />

The accompanying notes are an integral part of these financial statements.<br />

A62


STATEMENT OF CHANGES IN NET ASSETS<br />

For the periods ended December 31, 2006 and 2005<br />

FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

SUBACCOUNTS<br />

AST T. Rowe Price<br />

Global Bond Portfolio<br />

AIM V.I. <strong>Premier</strong><br />

Equity Fund<br />

01/01/2006<br />

to<br />

12/31/2006<br />

10/17/2005*<br />

to<br />

12/31/2005<br />

01/01/2006<br />

to<br />

12/31/2006<br />

01/01/2005<br />

to<br />

12/31/2005<br />

OPERATIONS<br />

Net investment income (loss) $ 384 $ (1) $ (4,370) $ 3,854<br />

Capital gains distributions received 301 0 0 0<br />

Realized gain (loss) on shares redeemed 938 1 168,534 8,734<br />

Net change in unrealized gain (loss) on investments 6,192 85 (64,961) 94,605<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

OPERATIONS 7,815 85 99,203 107,193<br />

CONTRACT OWNER TRANSACTIONS<br />

Contract owner net payments 134,001 1,027 48,352 234,758<br />

Policy loans (2,920) 0 (47,374) (5,235)<br />

Policy loan repayments and interest 3,137 0 689 567<br />

Surrenders, withdrawals and death benefits (176) 0 (27,691) (331,756)<br />

Net transfers between other subaccounts or fixed rate option 171,299 15,994 (2,201,267) 106,432<br />

Withdrawal and other charges (66,146) (476) (20,979) (84,296)<br />

NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM<br />

CONTRACT OWNER TRANSACTIONS 239,195 16,545 (2,248,270) (79,530)<br />

TOTAL INCREASE (DECREASE) IN NET ASSETS 247,010 16,630 (2,149,067) 27,663<br />

NET ASSETS<br />

Beginning of period 16,630 0 2,149,067 2,121,404<br />

End of period $ 263,640 $ 16,630 $ 0 $ 2,149,067<br />

Beginning units 1,672 0 2,956,092 3,075,106<br />

Units issued 31,699 1,720 73,437 621,721<br />

Units redeemed (8,400) (48) (3,029,529) (740,735)<br />

Ending units 24,971 1,672 0 2,956,092<br />

* Date subaccounts became available for investment<br />

The accompanyint notes are an integral part of these financial statements.<br />

A63


NOTES TO FINANCIAL STATEMENTS OF<br />

PRUCO LIFE VARIABLE UNIVERSAL ACCOUNT<br />

December 31, 2006<br />

Note 1:<br />

General<br />

Pruco Life Variable Universal Account (the “Account”) was established on April 17, 1989 under Arizona law as a separate investment<br />

account of Pruco Life Insurance Company (“Pruco Life”) which is a wholly-owned subsidiary of The <strong>Prudential</strong> Insurance Company of<br />

America (“<strong>Prudential</strong>”), a wholly-owned subsidiary of <strong>Prudential</strong> Financial, Inc. (“PFI”). Under applicable insurance law, the assets and<br />

liabilities of the Account are clearly identified and distinguished from <strong>Prudential</strong>’s other assets and liabilities. The portion of the Account’s<br />

assets applicable to the variable life contracts is not chargeable with liabilities arising out of any other business <strong>Prudential</strong> may conduct.<br />

Proceeds from purchases of Pruselect I, Pruselect <strong>II</strong>, Pruselect <strong>II</strong>I, Survivorship Variable Universal Life (“SVUL”), PruLife <strong>Custom</strong><br />

<strong>Premier</strong> (“VUL<strong>II</strong>”), PruLife Advisor Select (“PROSEL”), M<strong>Premier</strong> VUL (“MPVUL”) and PruLife <strong>Custom</strong> <strong>Premier</strong> <strong>II</strong> (“ENVUL”) contracts<br />

are invested in the Account.<br />

Effective May 1, 2007, American Skandia Trust and American Skandia Investment Services, Inc. will be renamed Advanced Series<br />

Trust and AST Investment Services, Inc., respectively.<br />

The Account is registered under the Investment Company Act of 1940, as amended, as a unit investment trust. The Account is a funding<br />

vehicle for individual variable life insurance contracts. There are one hundred and three subaccounts within the Account. Each contract<br />

offers the option to invest in various sub-accounts, each of which invests in either a corresponding portfolio of The <strong>Prudential</strong> Series<br />

Fund, American Skandia Trust, (collectively the “Series Funds”) or one of the non-<strong>Prudential</strong> administered funds (collectively, the<br />

“portfolios”). Investment options vary by contract.<br />

The name of each Portfolio and the corresponding subaccount name are as follows:<br />

<strong>Prudential</strong> Series Fund<br />

Money Market Portfolio<br />

Diversified Bond Portfolio<br />

Equity Portfolio<br />

Flexible Managed Portfolio<br />

Conservative Balanced Portfolio<br />

High Yield Bond Portfolio<br />

Stock Index Portfolio<br />

Value Portfolio<br />

Natural Resources Portfolio<br />

Global Portfolio<br />

Government Income Portfolio<br />

Jennison Portfolio<br />

Small Capitalization Stock Portfolio<br />

SP T.Rowe Price Large-Cap Growth Portfolio<br />

SP Davis Value Portfolio<br />

SP Small Cap Value Portfolio<br />

SP Small-Cap Growth Portfolio<br />

SP PIMCO Total Return Portfolio<br />

SP PIMCO High Yield Portfolio<br />

SP Large Cap Value Portfolio<br />

SP AIM Core Equity Portfolio<br />

SP Strategic Partners Focused Growth Portfolio<br />

SP Mid Cap Growth Portfolio<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio<br />

SP Conservative Asset Allocation Portfolio<br />

A64


Note 1:<br />

General (continued)<br />

SP Balanced Asset Allocation Portfolio<br />

SP Growth Asset Allocation Portfolio<br />

SP Aggressive Growth Asset Allocation Portfolio<br />

SP International Growth Portfolio<br />

SP International Value Portfolio<br />

AST Cohen & Steers Realty Portfolio<br />

AST Global Allocation Portfolio<br />

AST DeAm Large-Cap Value Portfolio<br />

AST DeAm Small-Cap Growth Portfolio<br />

AST DeAm Small-Cap Value Portfolio<br />

AST Federated Aggressive Growth Portfolio<br />

AST Small Cap Value Portfolio<br />

AST Goldman Sachs Mid-Cap Growth Portfolio<br />

AST Marsico Capital Growth Portfolio<br />

AST MFS Growth Portfolio<br />

AST Neuberger Berman Mid-Cap Growth Portfolio<br />

AST PIMCO Limited Maturity Bond Portfolio<br />

AST T.Rowe Price Natural Resources Portfolio<br />

AST MFS Global Equity Portfolio<br />

AST JPMorgan International Equity Portfolio<br />

AST T.Rowe Price Global Bond Portfolio<br />

AIM Variable Insurance<br />

Utilities Fund<br />

Technology Fund<br />

American Century Variable Portfolios<br />

VP Value Fund<br />

VP Income & Growth Fund<br />

Dreyfus Funds<br />

MidCap Stock Portfolio<br />

Developing Leaders Portfolio<br />

Franklin Templeton Funds<br />

Small-Mid Cap Growth Securities Fund<br />

Goldman Sachs Funds<br />

Structured Small Cap Equity Fund<br />

Janus Aspen Series<br />

Large Cap Growth Portfolio - Institutional Shares<br />

Mid-Cap Growth Portfolio - Service Shares<br />

Balanced Portfolio - Service Shares<br />

Large Cap Growth Portfolio-Service Shares<br />

International Growth Portfolio-Service Shares<br />

M Financial Funds<br />

Brandes International Equity Fund<br />

Business Opportunity Value Fund<br />

Frontier Capital Appreciation Fund<br />

Turner Core Growth Fund<br />

MFS Variable Insurance Trust<br />

Emerging Growth Series<br />

A65


Note 1:<br />

General (continued)<br />

Oppenheimer Funds<br />

Midcap Fund/VA<br />

ProFunds VP<br />

Asia 30 Fund<br />

Banks Fund<br />

Basic Materials Fund<br />

Bear Fund<br />

Biotechnology Fund<br />

UltraBull Fund<br />

Consumer Services Fund<br />

Consumer Goods Fund<br />

Oil & Gas Fund<br />

Europe 30 Fund<br />

Financials Fund<br />

Health Care Fund<br />

Industrials Fund<br />

Internet Fund<br />

Japan Fund<br />

Mid-Cap Growth Fund<br />

Mid-Cap Value Fund<br />

Money Market Fund<br />

OTC Fund<br />

Pharmaceuticals Fund<br />

Precious Metals Fund<br />

Real Estate Fund<br />

Rising Rates Opportunity Fund<br />

Semiconductor Fund<br />

Short OTC Fund<br />

Short Small-Cap Fund<br />

Small-Cap Fund<br />

Small Cap-Growth Fund<br />

Small-Cap Value Fund<br />

Technology Fund<br />

Telecommunications Fund<br />

U.S. Government Plus Fund<br />

UltraMid-Cap Fund<br />

UltraOTC Fund<br />

UltraSmall-Cap Fund<br />

Bull Fund<br />

Utilities Fund<br />

T. Rowe Price<br />

International Stock Portfolio<br />

The Series Funds are diversified open-ended management investment companies, and are managed by affiliates of <strong>Prudential</strong>.<br />

On April 24, 2006, the following fund was merged into an existing fund. The transfer from the old subaccount to the new subaccount is<br />

reflected in the Statement of Changes in the year 2006 as a transfer in.<br />

Retired Portfolio Existing Portfolio Assets Moved<br />

AIM V.I. <strong>Premier</strong> Equity Fund <strong>Prudential</strong> Money Market Portfolio $157,643,557<br />

A66


Note 2:<br />

Note 3:<br />

Note 4:<br />

Significant Accounting Policies<br />

The accompanying financial statements are prepared in conformity with accounting principles generally accepted in the United States of<br />

America (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and<br />

assumptions that affect the reported amounts and disclosures. Actual results could differ from those estimates.<br />

Investments — The investments in shares of the portfolios are stated at the net asset values of the respective portfolios, whose<br />

investment securities are stated at value.<br />

Security Transactions — Realized gains and losses on security transactions are determined based upon an average cost. Purchase and<br />

sale transactions are recorded as of the trade date of the security being purchased or sold.<br />

Dividend and Distributions Received — Dividend and capital gain distributions received are reinvested in additional shares of the<br />

portfolios and are recorded on the ex distribution date.<br />

Taxes<br />

Pruco Life is taxed as a “life insurance company” as defined by the Internal Revenue Code. The results of operations of the Account<br />

form a part of PFI’s consolidated federal tax return. Under current federal law, no federal income taxes are payable by the Account. As<br />

such, no provision for tax liability has been recorded in these financial statements. Pruco Life Management will review periodically the<br />

status of the policy in the event of changes in the tax law. A charge may be made in future years for any federal income taxes that would<br />

be attributable to the contracts.<br />

Purchases and Sales of Investments<br />

The aggregate costs of purchases and proceeds from sales, excluding distributions received and invested, of investments in the<br />

portfolios for the year ended December 31, 2006 were as follows:<br />

Purchases<br />

Sales<br />

<strong>Prudential</strong> Money Market Portfolio $ 104,885,403 $ (63,016,414)<br />

<strong>Prudential</strong> Diversified Bond Portfolio $ 8,276,956 $ (17,365,776)<br />

<strong>Prudential</strong> Equity Portfolio $ 11,095,285 $ (27,741,905)<br />

<strong>Prudential</strong> Flexible Managed Portfolio $ 398,607 $ (638,089)<br />

<strong>Prudential</strong> Conservative Balanced Portfolio $ 6,388,970 $ (18,674,814)<br />

<strong>Prudential</strong> High Yield Bond Portfolio $ 2,287,741 $ (3,454,514)<br />

<strong>Prudential</strong> Stock Index Portfolio $ 19,317,405 $ (55,082,655)<br />

<strong>Prudential</strong> Value Portfolio $ 3,646,696 $ (2,715,890)<br />

<strong>Prudential</strong> Natural Resources Portfolio $ 646,091 $ (721,712)<br />

<strong>Prudential</strong> Global Portfolio $ 3,571,680 $ (5,607,710)<br />

<strong>Prudential</strong> Government Income Portfolio $ 289,238 $ (1,020,173)<br />

<strong>Prudential</strong> Jennison Portfolio $ 8,365,830 $ (6,964,311)<br />

<strong>Prudential</strong> Small Capitalization Stock Portfolio $ 415,034 $ (741,419)<br />

T. Rowe Price International Stock Portfolio $ 1,527,171 $ (2,742,676)<br />

Janus Aspen Large Cap Growth Portfolio - Institutional Shares $ 597,069 $ (1,900,857)<br />

MFS Emerging Growth Series $ 450,858 $ (2,518,790)<br />

American Century VP Value Fund $ 958,498 $ (2,567,232)<br />

Franklin Small-Mid Cap Growth Securities Fund $ 527,185 $ (3,066,902)<br />

American Century VP Income & Growth Fund $ 485,717 $ (348,549)<br />

A67


Note 4:<br />

Purchases and Sales of Investments (Continued)<br />

Purchases<br />

Sales<br />

<strong>Prudential</strong> SP T.Rowe Price Large - Cap Growth Portfolio $ 2,809,744 $ (1,631,289)<br />

<strong>Prudential</strong> SP Davis Value Portfolio $ 8,808,831 $ (3,775,873)<br />

Dreyfus MidCap Stock Portfolio $ 78,960 $ (3,391,064)<br />

Dreyfus Developing Leaders Portfolio $ 749,835 $ (2,785,401)<br />

<strong>Prudential</strong> SP Small Cap Value Portfolio $ 6,347,326 $ (2,967,714)<br />

Goldman Sachs Structured Small Cap Equity Fund $ 282,290 $ (980,674)<br />

AIM V.I. Utilities Fund $ 24,109 $ (639,894)<br />

AIM V.I. Technology Fund $ 56,775 $ (82,911)<br />

<strong>Prudential</strong> SP Small-Cap Growth Portfolio $ 1,720,461 $ (882,212)<br />

Janus Aspen Mid-Cap Growth Portfolio - Service Shares $ 1,119,366 $ (1,450,271)<br />

Janus Aspen Balanced Portfolio - Service Shares $ 1,061,067 $ (4,235,219)<br />

Oppenheimer MidCap Fund/VA $ 1,736,233 $ (276,607)<br />

<strong>Prudential</strong> SP PIMCO Total Return Portfolio $ 7,320,959 $ (10,777,825)<br />

<strong>Prudential</strong> SP PIMCO High Yield Portfolio $ 2,281,049 $ (3,317,391)<br />

Janus Aspen Large Cap Growth Portfolio - Service Shares $ 348,471 $ (313,401)<br />

<strong>Prudential</strong> SP Large Cap Value Portfolio $ 3,443,111 $ (1,844,990)<br />

<strong>Prudential</strong> SP AIM Core Equity Portfolio $ 1,028,239 $ (337,419)<br />

<strong>Prudential</strong> SP Strategic Partners Focused Growth Portfolio $ 989,648 $ (579,297)<br />

<strong>Prudential</strong> SP Mid Cap Growth Portfolio $ 3,038,828 $ (1,773,455)<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio $ 5,189,253 $ (1,710,165)<br />

<strong>Prudential</strong> SP Conservative Asset Allocation Portfolio $ 2,318,272 $ (2,055,737)<br />

<strong>Prudential</strong> SP Balanced Asset Allocation Portfolio $ 10,935,703 $ (4,200,981)<br />

<strong>Prudential</strong> SP Growth Asset Allocation Portfolio $ 21,021,537 $ (4,985,862)<br />

<strong>Prudential</strong> SP Aggressive Growth Asset Allocation Portfolio $ 8,314,688 $ (2,312,545)<br />

Janus Aspen International Growth Portfolio - Service Shares $ 3,373,805 $ (3,789,920)<br />

<strong>Prudential</strong> SP International Growth Portfolio $ 3,846,313 $ (935,489)<br />

<strong>Prudential</strong> SP International Value Portfolio $ 5,324,746 $ (1,493,531)<br />

M Financial Turner Core Growth Fund $ 897,147 $ (379,088)<br />

M Financial Frontier Capital Appreciation Fund $ 619,004 $ (221,729)<br />

M Financial Brandes International Equity Fund $ 1,251,813 $ (505,548)<br />

M Financial Business Opportunity Value Fund $ 183,841 $ (47,694)<br />

ProFund VP Asia 30 Fund $ 2,685,759 $ (2,683,843)<br />

ProFund VP Banks Fund $ 1,241,889 $ (1,243,537)<br />

ProFund VP Basic Materials Fund $ 2,714,422 $ (3,391,682)<br />

ProFund VP Bear Fund $ 5,199,024 $ (5,146,726)<br />

ProFund VP Biotechnology Fund $ 129,080 $ (93,445)<br />

ProFund VP UltraBull Fund $ 4,686,833 $ (4,625,495)<br />

ProFund VP Consumer Services Fund $ 821,514 $ (822,319)<br />

ProFund VP Consumer Goods Fund $ 1,225,231 $ (1,224,438)<br />

ProFund VP Oil & Gas Fund $ 6,817,853 $ (6,876,090)<br />

ProFund VP Europe 30 Fund $ 3,631,671 $ (3,646,716)<br />

ProFund VP Financials Fund $ 895,978 $ (1,527,814)<br />

ProFund VP Health Care Fund $ 1,267,684 $ (1,247,157)<br />

A68


Note 4:<br />

Purchases and Sales of Investments (Continued)<br />

Purchases<br />

Sales<br />

ProFund VP Industrials Fund $ 30,270 $ (30,707)<br />

ProFund VP Internet Fund $ 925,851 $ (928,856)<br />

ProFund VP Japan Fund $ 1,678,301 $ (1,729,788)<br />

ProFund VP Mid-Cap Growth Fund $ 236,206 $ (241,247)<br />

ProFund VP Mid-Cap Value Fund $ 1,407,340 $ (1,401,018)<br />

ProFund VP Money Market Fund $ 30,081,129 $ (28,841,453)<br />

ProFund VP OTC Fund $ 2,650,983 $ (2,591,029)<br />

ProFund VP Pharmaceuticals Fund $ 309,508 $ (308,236)<br />

ProFund VP Precious Metals Fund $ 4,084,476 $ (4,151,606)<br />

ProFund VP Real Estate Fund $ 1,546,226 $ (1,533,981)<br />

ProFund VP Rising Rates Opportunity Fund $ 5,337,783 $ (5,346,388)<br />

ProFund VP Semiconductor Fund $ 7,150 $ (6,878)<br />

ProFund VP Short OTC Fund $ 5,917,811 $ (5,866,622)<br />

ProFund VP Short Small-Cap Fund $ 1,702,850 $ (1,905,566)<br />

ProFund VP Small-Cap Fund $ 642,603 $ (528,199)<br />

ProFund VP Small Cap-Growth Fund $ 370,066 $ (374,210)<br />

ProFund VP Small-Cap Value Fund $ 174,687 $ (174,194)<br />

ProFund VP Technology Fund $ 728,409 $ (733,281)<br />

ProFund VP Telecommunications Fund $ 876,524 $ (865,609)<br />

ProFund VP U.S. Government Plus Fund $ 864,051 $ (1,012,277)<br />

ProFund VP UltraMid-Cap Fund $ 3,874,762 $ (3,884,417)<br />

ProFund VP UltraOTC Fund $ 3,868,466 $ (3,867,666)<br />

ProFund VP UltraSmall-Cap Fund $ 4,660,321 $ (4,675,409)<br />

ProFund VP Bull Fund $ 4,002,234 $ (3,971,278)<br />

ProFund VP Utilities Fund $ 1,920,302 $ (1,918,767)<br />

AST Cohen & Steers Realty Portfolio $ 449,803 $ (44,654)<br />

AST Global Allocation Porfolio $ 133,463 $ (16,117)<br />

AST DeAm Large-Cap Value Porfolio $ 702,690 $ (70,347)<br />

AST DeAm Small-Cap Growth Porfolio $ 175,634 $ (19,926)<br />

AST DeAm Small-Cap Value Porfolio $ 202,617 $ (22,104)<br />

AST Federated Aggressive Growth Portfolio $ 211,860 $ (29,759)<br />

AST Small Cap Value Portfolio $ 504,431 $ (71,268)<br />

AST Goldman Sachs Mid-Cap Growth Portfolio $ 249,321 $ (71,359)<br />

AST Marsico Capital Growth Portfolio $ 1,121,934 $ (35,024)<br />

AST MFS Growth Portfolio $ 210,364 $ (141,915)<br />

AST Neuberger Berman Mid-Cap Growth Portfolio $ 436,752 $ (60,020)<br />

AST PIMCO Limited Maturity Bond Portfolio $ 105,528 $ (26,492)<br />

AST T. Rowe Price Natural Resources Portfolio $ 2,046,838 $ (51,005)<br />

AST MFS Global Equity Portfolio $ 100,226 $ (13,902)<br />

AST JPMorgan International Equity Portfolio $ 721,355 $ (56,659)<br />

AST T. Rowe Price Global Bond Portfolio $ 315,617 $ (76,532)<br />

AIM V.I. <strong>Premier</strong> Equity Fund $ 43,751 $ (2,296,391)<br />

A69


Note 5:<br />

Note 6:<br />

Related Party Transactions<br />

<strong>Prudential</strong> and its affiliates perform various services on behalf of the Series Funds in which the Account invests and may receive fees<br />

for the services performed. These services include, among other things, shareholder communications, preparation, postage, fund<br />

transfer agency and various other record keeping and customer service functions.<br />

The Series Funds have management agreements with <strong>Prudential</strong> Investment LLC (“PI”) and American Skandia Investment Services,<br />

Inc, indirect, wholly-owned subsidiaries of <strong>Prudential</strong> (together the “Investment Managers”). Pursuant to these agreements, the<br />

Investment Managers have responsibility for all investment advisory services and supervise the subadvisors’ performance of such<br />

services. The Investment Managers entered into subadvisory agreements with several subadvisors, including <strong>Prudential</strong> Investment<br />

Management, Inc. and Jennison Associates LLC, which are indirect, wholly-owned subsidiaries of <strong>Prudential</strong>.<br />

The <strong>Prudential</strong> Series Fund has a distribution agreement with <strong>Prudential</strong> Investment Management Services LLC (“PIMS”), an indirect,<br />

wholly-owned subsidiary of <strong>Prudential</strong>, which acts as the distributor of the Class I and Class <strong>II</strong> shares of the Series Fund.<br />

The Investment Managers have agreed to reimburse certain portfolios of the Series Funds the portion of the management fee for that<br />

Portfolio equal to the amount that the aggregate annual ordinary operating expenses (excluding interest, taxes, and brokerage<br />

commissions) exceeds various agreed upon percentages of the portfolio’s average daily net assets.<br />

Financial Highlights<br />

Pruco Life sells a number of variable life products that are funded by the Account. These products have unique combinations of<br />

features and fees that are charged against the contract owner’s account balance. Differences in the fee structures result in a variety<br />

of unit values, expense ratios and total returns.<br />

The following table was developed by determining which products offered by Pruco Life and funded by the Account have the lowest<br />

and highest expense ratio. Only product designs within each subaccount that had units outstanding throughout the respective<br />

periods were considered when determining the lowest and highest expense ratio. The summary may not reflect the minimum and<br />

maximum contract charges offered by Pruco Life as contract owners may not have selected all available and applicable contract<br />

options.<br />

At year ended<br />

For year ended<br />

Net Investment<br />

Units Unit Value Assets Income Expense Ratio** Total Return***<br />

(000s) Lowest - Highest (000s) Ratio* Lowest - Highest Lowest - Highest<br />

<strong>Prudential</strong> Money Market Portfolio<br />

December 31, 2006 134,946 $ 1.08287 to $ 10.89271 $ 209,028 4.68% 0.00% to 0.90% 3.83% to 4.75%<br />

December 31, 2005 112,502 $ 1.03506 to $ 10.39889 $ 158,650 2.88% 0.00% to 0.90% 1.99% to 2.90%<br />

December 31, 2004 101,072 $ 1.05537 to $ 10.10571 $ 135,016 1.04% 0.10% to 0.90% 0.12% to 1.02%<br />

December 31, 2003 91,976 $ 1.04751 to $ 1.77000 $ 119,011 0.83% 0.20% to 0.90% -0.05% to 0.65%<br />

December 31, 2002 80,788 $ 1.04174 to $ 1.76576 $ 106,053 1.51% 0.20% to 0.90% 0.63% to 1.31%<br />

<strong>Prudential</strong> Diversified Bond Portfolio<br />

December 31, 2006 41,665 $ 1.15836 to $ 11.49153 $ 86,903 4.87% 0.00% to 0.90% 4.06% to 4.98%<br />

December 31, 2005 45,624 $ 1.10424 to $ 10.94617 $ 91,954 5.29% 0.00% to 0.90% 2.37% to 3.28%<br />

December 31, 2004 44,853 $ 1.24831 to $ 10.59867 $ 91,525 4.45% 0.10% to 0.90% 4.66% to 5.59%<br />

December 31, 2003 42,294 $ 1.18525 to $ 2.68559 $ 85,572 3.96% 0.20% to 0.90% 6.52% to 7.26%<br />

December 31, 2002 44,142 $ 1.10563 to $ 2.51353 $ 88,618 11.45% 0.20% to 0.90% 6.11% to 6.82%<br />

<strong>Prudential</strong> Equity Portfolio<br />

December 31, 2006 37,183 $ 1.26076 to $ 14.27258 $ 64,825 1.01% 0.00% to 0.90% 11.57% to 12.57%<br />

December 31, 2005 44,549 $ 1.13004 to $ 12.67894 $ 74,885 1.04% 0.00% to 0.90% 10.48% to 11.47%<br />

December 31, 2004 38,699 $ 1.02288 to $ 11.37408 $ 61,150 1.30% 0.10% to 0.90% 8.95% to 9.93%<br />

December 31, 2003 34,244 $ 0.93887 to $ 3.55677 $ 53,650 1.04% 0.20% to 0.90% 30.48% to 31.39%<br />

December 31, 2002 28,392 $ 0.71954 to $ 2.71798 $ 40,044 0.90% 0.20% to 0.90% -23.04% to -22.50%<br />

A70


Note 6:<br />

Financial Highlights (Continued)<br />

At year ended<br />

For year ended<br />

Units<br />

(000s)<br />

Unit Value<br />

Lowest - Highest<br />

Net<br />

Assets<br />

(000s)<br />

Investment<br />

Income<br />

Ratio*<br />

Expense Ratio**<br />

Lowest - Highest<br />

Total Return***<br />

Lowest - Highest<br />

<strong>Prudential</strong> Flexible Managed Portfolio<br />

December 31, 2006 3,208 $ 1.23882 to $ 3.64750 $ 4,506 2.05% 0.20% to 0.90% 11.17% to 11.94%<br />

December 31, 2005 3,345 $ 1.11430 to $ 3.27131 $ 4,257 1.82% 0.20% to 0.90% 3.23% to 3.95%<br />

December 31, 2004 3,030 $ 1.07944 to $ 3.15950 $ 3,775 1.36% 0.20% to 0.90% 9.75% to 10.52%<br />

December 31, 2003 2,677 $ 0.98351 to $ 2.87015 $ 3,133 2.17% 0.20% to 0.90% 22.65% to 23.50%<br />

December 31, 2002 2,993 $ 0.80187 to $ 2.33302 $ 3,300 2.43% 0.20% to 0.90% -13.52% to -12.91%<br />

<strong>Prudential</strong> Conservative Balanced Portfolio<br />

December 31, 2006 16,371 $ 1.23522 to $ 3.21437 $ 40,521 2.87% 0.20% to 0.90% 9.45% to 10.22%<br />

December 31, 2005 22,181 $ 1.12857 to $ 2.92821 $ 49,126 2.45% 0.20% to 0.90% 2.51% to 3.23%<br />

December 31, 2004 25,515 $ 1.10095 to $ 2.84799 $ 58,336 1.99% 0.20% to 0.90% 7.07% to 7.82%<br />

December 31, 2003 27,883 $ 1.02824 to $ 2.65191 $ 60,042 2.53% 0.20% to 0.90% 17.70% to 18.52%<br />

December 31, 2002 20,529 $ 0.87358 to $ 2.24617 $ 40,115 0.00% 0.20% to 0.90% -9.79% to -9.17%<br />

<strong>Prudential</strong> High Yield Bond Portfolio<br />

December 31, 2006 6,078 $ 1.28200 to $ 12.69428 $ 8,962 7.85% 0.00% to 0.90% 9.30% to 10.25%<br />

December 31, 2005 6,877 $ 1.16361 to $ 11.51387 $ 9,285 6.96% 0.00% to 0.90% 2.51% to 3.41%<br />

December 31, 2004 6,416 $ 1.25182 to $ 11.13367 $ 8,313 7.51% 0.10% to 0.90% 9.31% to 10.29%<br />

December 31, 2003 5,186 $ 1.14520 to $ 2.56656 $ 6,140 8.51% 0.20% to 0.90% 23.90% to 24.78%<br />

December 31, 2002 4,453 $ 0.92426 to $ 2.06489 $ 4,522 16.56% 0.20% to 0.90% 0.60% to 1.28%<br />

<strong>Prudential</strong> Stock Index Portfolio<br />

December 31, 2006 107,743 $ 1.02498 to $ 13.81575 $ 200,140 1.59% 0.00% to 0.90% 14.52% to 15.54%<br />

December 31, 2005 128,179 $ 0.89500 to $ 11.95707 $ 208,637 1.54% 0.00% to 0.90% 3.60% to 4.54%<br />

December 31, 2004 126,516 $ 0.86390 to $ 11.43827 $ 201,938 1.68% 0.10% to 0.90% 9.47% to 10.45%<br />

December 31, 2003 113,050 $ 0.78920 to $ 3.79474 $ 173,410 1.57% 0.20% to 0.90% 27.05% to 27.93%<br />

December 31, 2002 83,777 $ 0.62117 to $ 2.97814 $ 115,171 1.24% 0.20% to 0.90% -22.90% to -22.35%<br />

<strong>Prudential</strong> Value Portfolio<br />

December 31, 2006 7,174 $ 1.79732 to $ 6.12496 $ 18,547 1.51% 0.20% to 0.90% 18.87% to 19.70%<br />

December 31, 2005 6,521 $ 1.51204 to $ 5.13732 $ 14,570 1.21% 0.20% to 0.90% 15.62% to 16.43%<br />

December 31, 2004 7,805 $ 1.30775 to $ 4.43004 $ 14,287 1.44% 0.20% to 0.90% 15.28% to 16.08%<br />

December 31, 2003 7,048 $ 1.13442 to $ 3.83161 $ 11,328 1.68% 0.20% to 0.90% 26.93% to 27.80%<br />

December 31, 2002 6,711 $ 0.89376 to $ 3.00974 $ 8,282 1.41% 0.20% to 0.90% -22.66% to -22.12%<br />

<strong>Prudential</strong> Natural Resources Portfolio<br />

December 31, 2006 376 $ 11.05400 to $ 11.05400 $ 4,155 1.92% 0.60% to 0.60% 21.47% to 21.47%<br />

December 31, 2005 378 $ 9.10035 to $ 9.10035 $ 3,440 0.00% 0.60% to 0.60% 54.98% to 54.98%<br />

December 31, 2004 387 $ 5.87186 to $ 5.87186 $ 2,274 3.50% 0.60% to 0.60% 24.43% to 24.43%<br />

December 31, 2003 445 $ 4.71906 to $ 4.71906 $ 2,102 4.42% 0.60% to 0.60% 38.17% to 38.17%<br />

December 31, 2002 507 $ 3.41538 to $ 3.41538 $ 1,733 0.56% 0.60% to 0.60% 18.21% to 18.21%<br />

<strong>Prudential</strong> Global Portfolio<br />

December 31, 2006 13,093 $ 0.99282 to $ 15.86794 $ 18,280 0.69% 0.00% to 0.90% 18.59% to 19.65%<br />

December 31, 2005 14,793 $ 0.83720 to $ 13.26217 $ 17,160 0.57% 0.00% to 0.90% 15.03% to 16.06%<br />

December 31, 2004 14,272 $ 0.72784 to $ 11.42679 $ 14,321 0.95% 0.10% to 0.90% 8.61% to 9.59%<br />

December 31, 2003 12,073 $ 0.67013 to $ 1.72057 $ 11,188 0.34% 0.20% to 0.90% 32.87% to 33.79%<br />

December 31, 2002 9,646 $ 0.50434 to $ 1.29103 $ 7,074 0.91% 0.20% to 0.90% -25.80% to -25.29%<br />

<strong>Prudential</strong> Government Income Portfolio<br />

December 31, 2006 24,963 $ 2.84605 to $ 2.84605 $ 71,046 4.89% 0.60% to 0.60% 3.12% to 3.12%<br />

December 31, 2005 25,076 $ 2.75997 to $ 2.75997 $ 69,209 4.55% 0.60% to 0.60% 1.91% to 1.91%<br />

December 31, 2004 28,243 $ 2.70837 to $ 2.70837 $ 76,492 3.78% 0.60% to 0.60% 2.51% to 2.51%<br />

December 31, 2003 28,452 $ 2.64198 to $ 2.64198 $ 75,169 3.81% 0.60% to 0.60% 1.85% to 1.85%<br />

December 31, 2002 24,712 $ 2.59395 to $ 2.59395 $ 64,100 8.72% 0.60% to 0.60% 11.38% to 11.38%<br />

A71


Note 6:<br />

Financial Highlights (Continued)<br />

At year ended<br />

For year ended<br />

Units<br />

(000s)<br />

Unit Value<br />

Lowest - Highest<br />

Net<br />

Assets<br />

(000s)<br />

Investment<br />

Income<br />

Ratio*<br />

Expense Ratio**<br />

Lowest - Highest<br />

Total Return***<br />

Lowest - Highest<br />

<strong>Prudential</strong> Jennison Portfolio<br />

December 31, 2006 49,111 $ 0.71228 to $ 13.21079 $ 48,749 0.31% 0.00% to 0.90% 0.89% to 1.79%<br />

December 31, 2005 48,384 $ 0.70598 to $ 12.97872 $ 46,419 0.11% 0.00% to 0.90% 13.53% to 14.55%<br />

December 31, 2004 43,862 $ 0.62184 to $ 11.32981 $ 36,566 0.51% 0.10% to 0.90% 8.67% to 9.63%<br />

December 31, 2003 36,810 $ 0.57225 to $ 2.13262 $ 27,919 0.30% 0.20% to 0.90% 29.09% to 30.02%<br />

December 31, 2002 28,668 $ 0.44328 to $ 1.64713 $ 16,808 0.30% 0.20% to 0.90% -31.57% to -31.07%<br />

<strong>Prudential</strong> Small Capitalization Stock Portfolio<br />

December 31, 2006 7,275 $ 3.94365 to $ 3.94365 $ 28,692 0.60% 0.60% to 0.60% 13.99% to 13.99%<br />

December 31, 2005 7,321 $ 3.45969 to $ 3.45969 $ 25,328 0.62% 0.60% to 0.60% 6.62% to 6.62%<br />

December 31, 2004 7,256 $ 3.24476 to $ 3.24476 $ 23,544 0.60% 0.60% to 0.60% 21.31% to 21.31%<br />

December 31, 2003 7,347 $ 2.67470 to $ 2.67470 $ 19,652 0.49% 0.60% to 0.60% 37.44% to 37.44%<br />

December 31, 2002 7,273 $ 1.94604 to $ 1.94604 $ 14,154 0.91% 0.60% to 0.60% -15.43% to -15.43%<br />

T. Rowe Price International Stock Portfolio<br />

December 31, 2006 6,606 $ 1.07531 to $ 1.34163 $ 8,126 1.14% 0.20% to 0.90% 18.01% to 18.87%<br />

December 31, 2005 7,624 $ 0.91120 to $ 1.13330 $ 7,877 1.68% 0.20% to 0.90% 15.00% to 15.80%<br />

December 31, 2004 7,022 $ 0.79238 to $ 0.98259 $ 6,240 1.16% 0.20% to 0.90% 12.75% to 13.54%<br />

December 31, 2003 6,772 $ 0.70277 to $ 0.86881 $ 5,306 1.35% 0.20% to 0.90% 29.35% to 30.35%<br />

December 31, 2002 5,789 $ 0.54330 to $ 0.66964 $ 3,502 1.23% 0.20% to 0.90% -19.01% to -18.45%<br />

Janus Aspen Large Cap Growth Portfolio - Institutional Shares<br />

December 31, 2006 5,987 $ 0.70196 to $ 0.93243 $ 4,793 0.47% 0.20% to 0.90% 10.38% to 11.17%<br />

December 31, 2005 7,562 $ 0.63595 to $ 0.84218 $ 5,588 0.34% 0.20% to 0.90% 3.37% to 4.08%<br />

December 31, 2004 8,095 $ 0.61523 to $ 0.81247 $ 5,805 0.15% 0.20% to 0.90% 3.60% to 4.30%<br />

December 31, 2003 7,779 $ 0.59388 to $ 0.78202 $ 5,383 0.10% 0.20% to 0.90% 30.56% to 31.47%<br />

December 31, 2002 7,008 $ 0.45488 to $ 0.59725 $ 3,662 0.00% 0.20% to 0.90% -27.17% to -26.66%<br />

MFS Emerging Growth Series<br />

December 31, 2006 3,002 $ 0.59884 to $ 0.96872 $ 2,046 0.00% 0.20% to 0.90% 6.94% to 7.68%<br />

December 31, 2005 5,485 $ 0.55996 to $ 0.90322 $ 3,844 0.00% 0.20% to 0.90% 8.21% to 9.02%<br />

December 31, 2004 6,855 $ 0.51747 to $ 0.83212 $ 4,508 0.00% 0.20% to 0.90% 11.94% to 12.73%<br />

December 31, 2003 6,796 $ 0.46227 to $ 0.74102 $ 3,919 0.00% 0.20% to 0.90% 29.04% to 29.96%<br />

December 31, 2002 7,264 $ 0.35823 to $ 0.57245 $ 3,225 0.00% 0.20% to 0.90% -34.35% to -33.89%<br />

American Century VP Value Fund<br />

December 31, 2006 5,924 $ 1.81151 to $ 2.06277 $ 11,300 1.40% 0.20% to 0.90% 17.60% to 18.42%<br />

December 31, 2005 6,834 $ 1.53595 to $ 1.75405 $ 11,078 0.86% 0.20% to 0.90% 4.11% to 4.83%<br />

December 31, 2004 6,079 $ 1.47095 to $ 1.68484 $ 9,458 0.96% 0.20% to 0.90% 13.31% to 14.10%<br />

December 31, 2003 6,698 $ 1.29419 to $ 1.48693 $ 9,121 0.99% 0.20% to 0.90% 27.81% to 28.71%<br />

December 31, 2002 4,492 $ 1.00958 to $ 1.16337 $ 4,863 0.78% 0.20% to 0.90% -13.40% to -12.80%<br />

Franklin Small-Mid Cap Growth Securities Fund<br />

December 31, 2006 5,953 $ 0.84981 to $ 0.86481 $ 5,118 0.00% 0.20% to 0.90% 7.72% to 8.46%<br />

December 31, 2005 8,855 $ 0.78887 to $ 0.79733 $ 7,043 0.00% 0.20% to 0.90% 3.86% to 4.58%<br />

December 31, 2004 12,067 $ 0.75958 to $ 0.76243 $ 9,194 0.00% 0.20% to 0.90% 10.47% to 11.25%<br />

December 31, 2003 10,828 $ 0.68532 to $ 0.68757 $ 7,425 0.00% 0.20% to 0.90% 36.00% to 36.97%<br />

December 31, 2002 8,291 $ 0.50033 to $ 0.50555 $ 4,159 0.24% 0.20% to 0.90% -29.32% to -28.82%<br />

American Century VP Income & Growth Fund<br />

December 31, 2006 1,366 $ 1.25409 to $ 1.25409 $ 1,713 1.76% 0.20% to 0.20% 16.86% to 16.86%<br />

December 31, 2005 1,232 $ 1.07320 to $ 1.07320 $ 1,322 2.40% 0.20% to 0.20% 4.41% to 4.41%<br />

December 31, 2004 3,080 $ 1.02791 to $ 1.02791 $ 3,165 1.47% 0.20% to 0.20% 12.76% to 12.76%<br />

December 31, 2003 2,754 $ 0.91160 to $ 0.91160 $ 2,511 1.24% 0.20% to 0.20% 29.09% to 29.09%<br />

December 31, 2002 2,933 $ 0.70615 to $ 0.70615 $ 2,071 0.97% 0.20% to 0.20% -19.51% to -19.51%<br />

A72


Note 6:<br />

Financial Highlights (Continued)<br />

At year ended<br />

For year ended<br />

Units<br />

(000s)<br />

Unit Value<br />

Lowest - Highest<br />

Net<br />

Assets<br />

(000s)<br />

Investment<br />

Income<br />

Ratio*<br />

Expense Ratio**<br />

Lowest - Highest<br />

Total Return***<br />

Lowest - Highest<br />

<strong>Prudential</strong> SP T.Rowe Price Large-Cap Growth Portfolio<br />

December 31, 2006 10,297 $ 0.85859 to $ 13.47996 $ 10,968 0.00% 0.00% to 0.90% 4.97% to 5.91%<br />

December 31, 2005 9,206 $ 0.81223 to $ 12.72743 $ 9,170 0.00% 0.00% to 0.90% 15.46% to 16.49%<br />

December 31, 2004 10,312 $ 0.69854 to $ 10.92574 $ 8,259 0.00% 0.10% to 0.90% 5.16% to 6.10%<br />

December 31, 2003 8,918 $ 0.65971 to $ 0.80974 $ 6,538 0.00% 0.20% to 0.90% 22.76% to 23.68%<br />

December 31, 2002 6,955 $ 0.53338 to $ 0.65960 $ 4,038 0.00% 0.20% to 0.90% -31.81% to -31.33%<br />

<strong>Prudential</strong> SP Davis Value Portfolio<br />

December 31, 2006 30,460 $ 1.40487 to $ 14.65332 $ 44,755 0.75% 0.00% to 0.90% 14.00% to 15.02%<br />

December 31, 2005 26,836 $ 1.22267 to $ 12.73961 $ 34,153 0.85% 0.00% to 0.90% 8.54% to 9.52%<br />

December 31, 2004 23,360 $ 1.14376 to $ 11.63249 $ 27,127 0.40% 0.10% to 0.90% 11.51% to 12.53%<br />

December 31, 2003 18,726 $ 1.01900 to $ 1.03934 $ 19,143 0.48% 0.20% to 0.90% 28.25% to 29.16%<br />

December 31, 2002 12,835 $ 0.78949 to $ 0.81040 $ 10,165 0.01% 0.20% to 0.90% -16.44% to -15.87%<br />

Dreyfus MidCap Stock Portfolio<br />

December 31, 2006 311 $ 1.45229 to $ 1.45229 $ 452 0.88% 0.20% to 0.20% 7.53% to 7.53%<br />

December 31, 2005 2,547 $ 1.35061 to $ 1.35061 $ 3,439 0.02% 0.20% to 0.20% 8.95% to 8.95%<br />

December 31, 2004 1,884 $ 1.23963 to $ 1.23963 $ 2,335 0.46% 0.20% to 0.20% 14.24% to 14.24%<br />

December 31, 2003 1,295 $ 1.08507 to $ 1.08507 $ 1,406 0.34% 0.20% to 0.20% 31.45% to 31.45%<br />

December 31, 2002 766 $ 0.82545 to $ 0.82545 $ 633 0.25% 0.20% to 0.20% -12.67% to -12.67%<br />

Dreyfus Developing Leaders Portfolio<br />

December 31, 2006 3,852 $ 0.65922 to $ 0.65922 $ 2,539 0.56% 0.20% to 0.20% 3.57% to 3.57%<br />

December 31, 2005 6,876 $ 0.63649 to $ 0.63649 $ 4,377 0.00% 0.20% to 0.20% 5.60% to 5.60%<br />

December 31, 2004 6,019 $ 0.60273 to $ 0.60273 $ 3,628 0.20% 0.20% to 0.20% 11.13% to 11.13%<br />

December 31, 2003 5,247 $ 0.54236 to $ 0.54236 $ 2,846 0.03% 0.20% to 0.20% 31.43% to 31.43%<br />

December 31, 2002 3,468 $ 0.41265 to $ 0.41265 $ 1,431 0.04% 0.20% to 0.20% -19.29% to -19.29%<br />

<strong>Prudential</strong> SP Small Cap Value Portfolio<br />

December 31, 2006 22,004 $ 1.47770 to $ 14.39211 $ 37,000 0.50% 0.00% to 0.90% 13.58% to 14.60%<br />

December 31, 2005 19,662 $ 1.29067 to $ 12.55835 $ 29,147 0.49% 0.00% to 0.90% 3.68% to 4.61%<br />

December 31, 2004 16,698 $ 1.29903 to $ 1.59242 $ 23,917 0.17% 0.10% to 0.90% 19.61% to 20.44%<br />

December 31, 2003 12,812 $ 1.08604 to $ 1.32220 $ 15,299 0.03% 0.20% to 0.90% 31.92% to 32.85%<br />

December 31, 2002 8,622 $ 0.82323 to $ 0.99523 $ 7,769 0.66% 0.20% to 0.90% -15.14% to -14.55%<br />

Goldman Sachs Structured Small Cap Equity Fund<br />

December 31, 2006 1,126 $ 1.73735 to $ 1.73735 $ 1,956 0.56% 0.20% to 0.20% 12.05% to 12.05%<br />

December 31, 2005 1,559 $ 1.55056 to $ 1.55056 $ 2,417 0.24% 0.20% to 0.20% 5.86% to 5.86%<br />

December 31, 2004 1,418 $ 1.46475 to $ 1.46475 $ 2,077 0.20% 0.20% to 0.20% 16.09% to 16.09%<br />

December 31, 2003 1,214 $ 1.26173 to $ 1.26173 $ 1,532 0.27% 0.20% to 0.20% 45.72% to 45.72%<br />

December 31, 2002 1,097 $ 0.86584 to $ 0.86584 $ 950 0.34% 0.20% to 0.20% -15.13% to -15.13%<br />

AIM V.I. Utilities Fund<br />

December 31, 2006 37 $ 1.09243 to $ 1.09243 $ 41 0.56% 0.20% to 0.20% 25.21% to 25.21%<br />

December 31, 2005 708 $ 0.87246 to $ 0.87246 $ 618 4.38% 0.20% to 0.20% 16.61% to 16.61%<br />

December 31, 2004 15 $ 0.74819 to $ 0.74819 $ 12 1.72% 0.20% to 0.20% 23.32% to 23.32%<br />

December 31, 2003 5 $ 0.60669 to $ 0.60669 $ 3 1.26% 0.20% to 0.20% 17.23% to 17.23%<br />

December 31, 2002 6 $ 0.51751 to $ 0.51751 $ 3 0.40% 0.20% to 0.20% -20.49% to -20.49%<br />

AIM V.I. Technology Fund<br />

December 31, 2006 1,869 $ 0.31056 to $ 0.31056 $ 580 0.00% 0.20% to 0.20% 10.24% to 10.24%<br />

December 31, 2005 1,937 $ 0.28171 to $ 0.28171 $ 546 0.00% 0.20% to 0.20% 2.01% to 2.01%<br />

December 31, 2004 2,810 $ 0.27617 to $ 0.27617 $ 776 0.00% 0.20% to 0.20% 4.43% to 4.43%<br />

December 31, 2003 1,506 $ 0.26445 to $ 0.26445 $ 398 0.00% 0.20% to 0.20% 45.01% to 45.01%<br />

December 31, 2002 1,433 $ 0.18237 to $ 0.18237 $ 261 0.00% 0.20% to 0.20% -46.93% to -46.93%<br />

A73


Note 6:<br />

Financial Highlights (Continued)<br />

At year ended<br />

For year ended<br />

Units<br />

(000s)<br />

Unit Value<br />

Lowest - Highest<br />

Net<br />

Assets<br />

(000s)<br />

Investment<br />

Income<br />

Ratio*<br />

Expense Ratio**<br />

Lowest - Highest<br />

Total Return***<br />

Lowest - Highest<br />

<strong>Prudential</strong> SP Small-Cap Growth Portfolio<br />

December 31, 2006 6,595 $ 0.75132 to $ 11.58900 $ 7,069 0.00% 0.00% to 0.90% 11.39% to 12.39%<br />

December 31, 2005 5,892 $ 0.66950 to $ 10.31158 $ 5,518 0.00% 0.00% to 0.90% 1.56% to 2.48%<br />

December 31, 2004 4,799 $ 0.65467 to $ 10.06229 $ 4,314 0.00% 0.10% to 0.90% -1.80% to -0.92%<br />

December 31, 2003 3,542 $ 0.66197 to $ 0.91323 $ 3,194 0.00% 0.20% to 0.90% 33.51% to 34.44%<br />

December 31, 2002 2,261 $ 0.49239 to $ 0.67960 $ 1,513 0.00% 0.20% to 0.90% -30.89% to -6.11%<br />

Janus Aspen Mid-Cap Growth Portfolio - Service Shares<br />

December 31, 2006 1,779 $ 0.67559 to $ 0.67559 $ 1,202 0.00% 0.20% to 0.20% 13.16% to 13.16%<br />

December 31, 2005 2,285 $ 0.59703 to $ 0.59703 $ 1,364 0.00% 0.20% to 0.20% 11.81% to 11.81%<br />

December 31, 2004 6,518 $ 0.53397 to $ 0.53397 $ 3,480 0.00% 0.20% to 0.20% 20.23% to 20.23%<br />

December 31, 2003 4,329 $ 0.44411 to $ 0.44411 $ 1,922 0.00% 0.20% to 0.20% 34.49% to 34.49%<br />

December 31, 2002 3,847 $ 0.33021 to $ 0.33021 $ 1,270 0.00% 0.20% to 0.20% -28.25% to -11.89%<br />

Janus Aspen Balanced Portfolio - Service Shares<br />

December 31, 2006 17,141 $ 1.26765 to $ 1.26765 $ 21,729 1.87% 0.20% to 0.20% 10.19% to 10.19%<br />

December 31, 2005 19,794 $ 1.15042 to $ 1.15042 $ 22,772 2.11% 0.20% to 0.20% 7.45% to 7.45%<br />

December 31, 2004 19,744 $ 1.07066 to $ 1.07066 $ 21,139 2.72% 0.20% to 0.20% 8.08% to 8.08%<br />

December 31, 2003 14,816 $ 0.99058 to $ 0.99058 $ 14,676 1.96% 0.20% to 0.20% 13.49% to 13.49%<br />

December 31, 2002 9,467 $ 0.87282 to $ 0.87282 $ 8,263 2.71% 0.20% to 0.20% -17.47% to -6.85%<br />

Oppenheimer Midcap Fund/VA<br />

December 31, 2006 4,252 $ 0.66843 to $ 0.66843 $ 2,842 0.00% 0.20% to 0.20% 2.49% to 2.49%<br />

December 31, 2005 2,067 $ 0.65220 to $ 0.65220 $ 1,348 0.00% 0.20% to 0.20% 11.76% to 11.76%<br />

December 31, 2004 1,730 $ 0.58355 to $ 0.58355 $ 1,010 0.00% 0.20% to 0.20% 19.19% to 19.19%<br />

December 31, 2003 1,211 $ 0.48959 to $ 0.48959 $ 593 0.00% 0.20% to 0.20% 25.18% to 25.18%<br />

December 31, 2002 132 $ 0.39111 to $ 0.39111 $ 52 0.54% 0.20% to 0.20% -28.19% to -22.36%<br />

<strong>Prudential</strong> SP PIMCO Total Return Portfolio<br />

December 31, 2006 30,333 $ 1.12112 to $ 11.19702 $ 41,590 4.25% 0.00% to 0.90% 2.76% to 3.68%<br />

December 31, 2005 32,938 $ 1.08232 to $ 10.79983 $ 43,675 4.68% 0.00% to 0.90% 1.48% to 2.39%<br />

December 31, 2004 30,948 $ 1.21784 to $ 10.54770 $ 40,504 1.95% 0.10% to 0.90% 4.33% to 5.28%<br />

December 31, 2003 27,144 $ 1.16728 to $ 1.29466 $ 34,078 2.46% 0.20% to 0.90% 4.91% to 5.65%<br />

December 31, 2002 20,532 $ 1.11264 to $ 1.22547 $ 24,524 3.13% 0.20% to 0.90% 8.40% to 9.15%<br />

<strong>Prudential</strong> SP PIMCO High Yield Portfolio<br />

December 31, 2006 5,556 $ 1.27493 to $ 12.56887 $ 8,399 7.37% 0.00% to 0.90% 8.55% to 9.51%<br />

December 31, 2005 6,203 $ 1.16538 to $ 11.47762 $ 8,697 6.64% 0.00% to 0.90% 3.12% to 4.03%<br />

December 31, 2004 4,685 $ 1.32262 to $ 11.03289 $ 6,390 6.61% 0.10% to 0.90% 8.36% to 9.32%<br />

December 31, 2003 5,303 $ 1.22063 to $ 1.29355 $ 6,621 6.63% 0.20% to 0.90% 21.32% to 22.16%<br />

December 31, 2002 3,685 $ 1.00616 to $ 1.05893 $ 3,768 10.92% 0.20% to 0.90% -0.74% to -0.09%<br />

Janus Aspen Large Cap Growth Portfolio - Service Shares<br />

December 31, 2006 2,142 $ 1.01876 to $ 1.01876 $ 2,183 0.28% 0.25% to 0.25% 10.86% to 10.86%<br />

December 31, 2005 2,099 $ 0.91896 to $ 0.91896 $ 1,929 0.13% 0.25% to 0.25% 3.76% to 3.76%<br />

December 31, 2004 1,781 $ 0.88566 to $ 0.88566 $ 1,577 0.00% 0.25% to 0.25% 3.94% to 3.94%<br />

December 31, 2003 1,232 $ 0.85205 to $ 0.85205 $ 1,050 0.00% 0.25% to 0.25% 31.16% to 31.16%<br />

December 31, 2002 565 $ 0.64963 to $ 0.64963 $ 367 0.00% 0.25% to 0.25% -26.90% to -26.90%<br />

<strong>Prudential</strong> SP Large Cap Value Portfolio<br />

December 31, 2006 9,636 $ 1.43161 to $ 14.72307 $ 14,388 1.18% 0.00% to 0.90% 17.42% to 18.47%<br />

December 31, 2005 8,468 $ 1.21922 to $ 12.42748 $ 10,689 0.74% 0.00% to 0.90% 5.70% to 6.64%<br />

December 31, 2004 6,476 $ 1.15350 to $ 1.25106 $ 7,637 0.73% 0.10% to 0.90% 16.70% to 17.51%<br />

December 31, 2003 4,702 $ 0.98843 to $ 1.06462 $ 4,718 0.00% 0.20% to 0.90% 25.64% to 26.51%<br />

December 31, 2002 2,978 $ 0.78673 to $ 0.84151 $ 2,363 1.71% 0.25% to 0.90% -17.12% to -16.58%<br />

A74


Note 6:<br />

Financial Highlights (Continued)<br />

At year ended<br />

For year ended<br />

Units<br />

(000s)<br />

Unit Value<br />

Lowest - Highest<br />

Net<br />

Assets<br />

(000s)<br />

Investment<br />

Income<br />

Ratio*<br />

Expense Ratio**<br />

Lowest - Highest<br />

Total Return***<br />

Lowest - Highest<br />

<strong>Prudential</strong> SP AIM Core Equity Portfolio<br />

December 31, 2006 3,267 $ 1.21560 to $ 13.65105 $ 4,125 0.84% 0.00% to 0.90% 15.01% to 16.05%<br />

December 31, 2005 2,672 $ 1.05693 to $ 1.13227 $ 2,910 0.89% 0.10% to 0.90% 3.71% to 4.52%<br />

December 31, 2004 1,960 $ 1.01915 to $ 11.24299 $ 2,044 0.45% 0.10% to 0.90% 7.83% to 8.79%<br />

December 31, 2003 1,406 $ 0.94517 to $ 0.95989 $ 1,350 0.30% 0.25% to 0.90% 22.59% to 23.38%<br />

December 31, 2002 785 $ 0.77097 to $ 0.77800 $ 611 0.00% 0.25% to 0.90% -15.97% to -15.42%<br />

<strong>Prudential</strong> SP Strategic Partners Focused Growth Portfolio<br />

December 31, 2006 3,007 $ 1.05384 to $ 13.10433 $ 3,389 0.00% 0.00% to 0.90% -1.55% to -0.66%<br />

December 31, 2005 2,656 $ 1.07038 to $ 13.19148 $ 2,986 0.00% 0.00% to 0.90% 14.12% to 15.14%<br />

December 31, 2004 1,917 $ 0.93791 to $ 11.45666 $ 1,848 0.00% 0.10% to 0.90% 9.62% to 10.58%<br />

December 31, 2003 988 $ 0.85560 to $ 0.86896 $ 858 0.00% 0.25% to 0.90% 24.72% to 25.52%<br />

December 31, 2002 436 $ 0.68600 to $ 0.69228 $ 302 0.00% 0.25% to 0.90% -25.93% to -25.44%<br />

<strong>Prudential</strong> SP Mid Cap Growth Portfolio<br />

December 31, 2006 17,780 $ 0.80266 to $ 12.73876 $ 15,138 0.00% 0.00% to 0.90% -2.81% to -1.94%<br />

December 31, 2005 16,522 $ 0.82065 to $ 12.99106 $ 14,152 0.00% 0.00% to 0.90% 4.33% to 5.26%<br />

December 31, 2004 9,616 $ 0.78166 to $ 12.34238 $ 7,709 0.00% 0.10% to 0.90% 18.48% to 19.55%<br />

December 31, 2003 7,313 $ 0.65537 to $ 0.96166 $ 4,808 0.00% 0.20% to 0.90% 38.86% to 39.86%<br />

December 31, 2002 4,231 $ 0.46893 to $ 0.68758 $ 1,986 0.00% 0.25% to 0.90% -46.80% to -46.46%<br />

SP <strong>Prudential</strong> U.S. Emerging Growth Portfolio<br />

December 31, 2006 15,876 $ 1.33323 to $ 15.97896 $ 21,901 0.00% 0.00% to 0.90% 8.61% to 9.59%<br />

December 31, 2005 13,420 $ 1.21970 to $ 14.58109 $ 16,697 0.00% 0.00% to 0.90% 16.72% to 17.77%<br />

December 31, 2004 8,888 $ 1.03828 to $ 12.38071 $ 9,346 0.00% 0.10% to 0.90% 20.31% to 21.39%<br />

December 31, 2003 6,238 $ 0.85748 to $ 0.87838 $ 5,357 0.00% 0.25% to 0.90% 40.82% to 41.72%<br />

December 31, 2002 3,672 $ 0.60504 to $ 0.62375 $ 2,224 0.00% 0.25% to 0.90% -32.68% to -32.24%<br />

<strong>Prudential</strong> SP Conservative Asset Allocation Portfolio<br />

December 31, 2006 6,214 $ 1.27058 to $ 12.68916 $ 8,548 3.32% 0.00% to 0.90% 7.72% to 8.67%<br />

December 31, 2005 5,790 $ 1.16989 to $ 11.67693 $ 7,614 1.29% 0.00% to 0.90% 4.97% to 5.91%<br />

December 31, 2004 4,690 $ 1.16226 to $ 11.02585 $ 5,713 1.29% 0.10% to 0.90% 7.92% to 8.89%<br />

December 31, 2003 3,680 $ 1.07699 to $ 1.10200 $ 4,016 1.29% 0.20% to 0.90% 15.45% to 16.25%<br />

December 31, 2002 1,492 $ 0.93287 to $ 0.94792 $ 1,401 0.17% 0.20% to 0.90% -6.71% to -6.11%<br />

<strong>Prudential</strong> SP Balanced Asset Allocation Portfolio<br />

December 31, 2006 29,278 $ 1.34175 to $ 13.49688 $ 40,490 2.36% 0.00% to 0.90% 9.71% to 10.69%<br />

December 31, 2005 24,001 $ 1.21353 to $ 12.19356 $ 30,116 0.88% 0.00% to 0.90% 6.64% to 7.60%<br />

December 31, 2004 17,279 $ 1.15290 to $ 11.33193 $ 20,301 0.75% 0.10% to 0.90% 10.09% to 11.09%<br />

December 31, 2003 10,904 $ 1.04724 to $ 1.10143 $ 11,591 0.84% 0.20% to 0.90% 21.78% to 22.62%<br />

December 31, 2002 4,292 $ 0.85996 to $ 0.89823 $ 3,726 0.00% 0.20% to 0.90% -12.46% to -11.89%<br />

<strong>Prudential</strong> SP Growth Asset Allocation Portfolio<br />

December 31, 2006 47,121 $ 1.36237 to $ 14.31851 $ 66,683 1.66% 0.00% to 0.90% 11.89% to 12.88%<br />

December 31, 2005 34,936 $ 1.21764 to $ 12.68422 $ 43,777 0.57% 0.00% to 0.90% 8.27% to 9.24%<br />

December 31, 2004 23,746 $ 1.12461 to $ 11.61172 $ 27,303 0.37% 0.10% to 0.90% 12.04% to 13.05%<br />

December 31, 2003 12,142 $ 1.00377 to $ 1.08904 $ 12,377 0.48% 0.20% to 0.90% 27.14% to 28.02%<br />

December 31, 2002 4,939 $ 0.78950 to $ 0.85069 $ 3,933 0.00% 0.20% to 0.90% -18.00% to -17.47%<br />

<strong>Prudential</strong> SP Aggressive Growth Asset Allocation Portfolio<br />

December 31, 2006 15,878 $ 1.34635 to $ 1.53196 $ 22,552 1.66% 0.00% to 0.90% 13.26% to 14.17%<br />

December 31, 2005 11,372 $ 1.18874 to $ 1.34325 $ 14,089 0.15% 0.10% to 0.90% 9.49% to 10.37%<br />

December 31, 2004 7,028 $ 1.08568 to $ 11.83854 $ 7,826 0.05% 0.10% to 0.90% 13.73% to 14.76%<br />

December 31, 2003 2,742 $ 0.95462 to $ 1.06372 $ 2,660 0.03% 0.20% to 0.90% 31.58% to 32.51%<br />

December 31, 2002 1,113 $ 0.72551 to $ 0.80276 $ 815 0.00% 0.25% to 0.90% -22.86% to -22.36%<br />

A75


Note 6:<br />

Financial Highlights (Continued)<br />

At year ended<br />

For year ended<br />

Units<br />

(000s)<br />

Unit Value<br />

Lowest - Highest<br />

Net<br />

Assets<br />

(000s)<br />

Investment<br />

Income<br />

Ratio*<br />

Expense Ratio**<br />

Lowest - Highest<br />

Total Return***<br />

Lowest - Highest<br />

Janus Aspen International Growth Portfolio - Service Shares<br />

December 31, 2006 5,167 $ 1.55321 to $ 1.55321 $ 8,026 1.79% 0.20% to 0.20% 46.33% to 46.33%<br />

December 31, 2005 5,291 $ 1.06141 to $ 1.06141 $ 5,616 1.06% 0.20% to 0.20% 31.67% to 31.67%<br />

December 31, 2004 6,571 $ 0.80610 to $ 0.80610 $ 5,297 0.92% 0.20% to 0.20% 18.45% to 18.45%<br />

December 31, 2003 5,257 $ 0.68052 to $ 0.68052 $ 3,577 1.01% 0.20% to 0.20% 34.26% to 34.26%<br />

December 31, 2002 5,056 $ 0.50685 to $ 0.50685 $ 2,563 0.77% 0.20% to 0.20% -25.91% to -25.91%<br />

<strong>Prudential</strong> SP International Growth Portfolio<br />

December 31, 2006 7,142 $ 1.52315 to $ 17.14606 $ 11,967 1.60% 0.00% to 0.90% 19.98% to 21.05%<br />

December 31, 2005 5,436 $ 1.26952 to $ 14.16477 $ 7,257 0.55% 0.00% to 0.90% 15.34% to 16.39%<br />

December 31, 2004 3,917 $ 1.10066 to $ 12.17058 $ 4,483 0.17% 0.10% to 0.90% 15.51% to 16.54%<br />

December 31, 2003 2,080 $ 0.95286 to $ 0.96758 $ 2,010 0.00% 0.25% to 0.90% 38.33% to 39.23%<br />

December 31, 2002 890 $ 0.68881 to $ 0.69495 $ 618 0.00% 0.25% to 0.90% -23.26% to -22.77%<br />

<strong>Prudential</strong> SP International Value Portfolio<br />

December 31, 2006 13,644 $ 1.48271 to $ 17.77266 $ 21,356 1.35% 0.00% to 0.90% 27.95% to 29.09%<br />

December 31, 2005 11,301 $ 1.15143 to $ 1.37811 $ 13,284 0.40% 0.10% to 0.90% 12.75% to 13.67%<br />

December 31, 2004 9,887 $ 1.01469 to $ 12.10092 $ 10,125 0.45% 0.10% to 0.90% 14.77% to 15.80%<br />

December 31, 2003 8,029 $ 0.87846 to $ 1.05026 $ 7,099 0.76% 0.25% to 0.90% 26.23% to 27.14%<br />

December 31, 2002 5,177 $ 0.69143 to $ 0.82608 $ 3,584 0.00% 0.25% to 0.90% -17.91% to -17.38%<br />

M Financial Turner Core Growth Fund (became available December 15, 2003)<br />

December 31, 2006 85 $ 14.22394 to $ 14.22394 $ 1,204 0.80% 0.00% to 0.00% 8.52% to 8.52%<br />

December 31, 2005 47 $ 13.10724 to $ 13.10724 $ 611 0.59% 0.00% to 0.00% 13.92% to 13.92%<br />

December 31, 2004 19 $ 11.50611 to $ 11.50611 $ 219 0.51% 0.00% to 0.00% 11.19% to 11.19%<br />

M Financial Frontier Capital Appreciation Fund (became available December 15, 2003)<br />

December 31, 2006 70 $ 15.13547 to $ 15.13547 $ 1,064 0.00% 0.00% to 0.00% 16.35% to 16.35%<br />

December 31, 2005 43 $ 13.00911 to $ 13.00911 $ 558 0.00% 0.00% to 0.00% 15.13% to 15.13%<br />

December 31, 2004 31 $ 11.29972 to $ 11.29972 $ 348 0.00% 0.00% to 0.00% 9.33% to 9.33%<br />

M Financial Brandes International Equity Fund (became available December 15, 2003)<br />

December 31, 2006 122 $ 18.23050 to $ 18.23050 $ 2,231 1.70% 0.00% to 0.00% 26.78% to 26.78%<br />

December 31, 2005 77 $ 14.37951 to $ 14.37951 $ 1,101 1.75% 0.00% to 0.00% 10.55% to 10.55%<br />

December 31, 2004 50 $ 13.00731 to $ 13.00731 $ 651 2.55% 0.00% to 0.00% 24.00% to 24.00%<br />

M Financial Business Opportunity Value Fund (became available December 15, 2003)<br />

December 31, 2006 29 $ 15.68894 to $ 15.68894 $ 462 0.66% 0.00% to 0.00% 13.89% to 13.89%<br />

December 31, 2005 20 $ 13.77563 to $ 13.77563 $ 279 0.67% 0.00% to 0.00% 7.81% to 7.81%<br />

December 31, 2004 18 $ 12.77809 to $ 12.77809 $ 228 1.24% 0.00% to 0.00% 22.60% to 22.60%<br />

ProFund VP Asia 30 Fund (became available November 4, 2002)****<br />

December 31, 2006 0 $ 2.77195 to $ 2.77195 $ 0 0.00% 0.25% to 0.25% 38.94% to 38.94%<br />

December 31, 2005 0 $ 1.99507 to $ 1.99507 $ 0 1.20% 0.25% to 0.25% 19.21% to 19.21%<br />

December 31, 2004 0 $ 1.67351 to $ 1.67351 $ 0 0.00% 0.25% to 0.25% -0.79% to -0.79%<br />

December 31, 2003 6 $ 1.68678 to $ 1.68678 $ 11 0.10% 0.25% to 0.25% 64.51% to 64.51%<br />

ProFund VP Banks Fund (became available May 1, 2003)****<br />

December 31, 2006 0 $ 1.57260 to $ 1.57260 $ 0 0.00% 0.25% to 0.25% 15.12% to 15.12%<br />

December 31, 2005 0 $ 1.36608 to $ 1.36608 $ 0 0.00% 0.25% to 0.25% -0.39% to -0.39%<br />

December 31, 2004 0 $ 1.37148 to $ 1.37148 $ 0 0.00% 0.25% to 0.25% 11.49% to 11.49%<br />

December 31, 2003 0 $ 1.23017 to $ 1.23017 $ 0 0.00% 0.25% to 0.25% 22.79% to 22.79%<br />

ProFund VP Basic Materials Fund (became available November 4, 2002)****<br />

December 31, 2006 0 $ 1.75453 to $ 1.75453 $ 0 3.09% 0.25% to 0.25% 15.18% to 15.18%<br />

December 31, 2005 418 $ 1.52325 to $ 1.52325 $ 637 0.00% 0.25% to 0.25% 2.18% to 2.18%<br />

December 31, 2004 0 $ 1.49070 to $ 1.49070 $ 1 0.06% 0.25% to 0.25% 9.94% to 9.94%<br />

December 31, 2003 0 $ 1.35588 to $ 1.35588 $ 0 0.00% 0.25% to 0.25% 31.26% to 31.26%<br />

A76


Note 6:<br />

Financial Highlights (Continued)<br />

At year ended<br />

For year ended<br />

Units<br />

(000s)<br />

Unit Value<br />

Lowest - Highest<br />

Net<br />

Assets<br />

(000s)<br />

Investment<br />

Income<br />

Ratio*<br />

Expense Ratio**<br />

Lowest - Highest<br />

Total Return***<br />

Lowest - Highest<br />

ProFund VP Bear Fund (became available November 4, 2002)<br />

December 31, 2006 70 $ 0.61693 to $ 0.61693 $ 43 0.10% 0.25% to 0.25% -7.72% to -7.72%<br />

December 31, 2005 13 $ 0.66855 to $ 0.66855 $ 9 0.00% 0.25% to 0.25% -1.61% to -1.61%<br />

December 31, 2004 0 $ 0.67949 to $ 0.67949 $ 0 0.00% 0.25% to 0.25% -10.50% to -10.50%<br />

December 31, 2003 0 $ 0.75922 to $ 0.75922 $ 0 0.00% 0.25% to 0.25% -24.78% to -24.78%<br />

ProFund VP Biotechnology Fund (became available November 4, 2002)<br />

December 31, 2006 30 $ 1.69473 to $ 1.69473 $ 51 0.00% 0.25% to 0.25% -4.34% to -4.34%<br />

December 31, 2005 10 $ 1.77162 to $ 1.77162 $ 18 0.00% 0.25% to 0.25% 18.95% to 18.95%<br />

December 31, 2004 5 $ 1.48943 to $ 1.48943 $ 7 0.00% 0.25% to 0.25% 9.45% to 9.45%<br />

December 31, 2003 0 $ 1.36083 to $ 1.36083 $ 0 0.00% 0.25% to 0.25% 39.43% to 39.43%<br />

ProFund VP UltraBull Fund (became available November 4, 2002)<br />

December 31, 2006 36 $ 2.15227 to $ 2.15227 $ 78 0.32% 0.25% to 0.25% 22.76% to 22.76%<br />

December 31, 2005 0 $ 1.75321 to $ 1.75321 $ 0 0.00% 0.25% to 0.25% 2.36% to 2.36%<br />

December 31, 2004 102 $ 1.71282 to $ 1.71282 $ 176 0.00% 0.25% to 0.25% 16.89% to 16.89%<br />

December 31, 2003 18 $ 1.46531 to $ 1.46531 $ 27 0.00% 0.25% to 0.25% 52.55% to 52.55%<br />

ProFund VP Consumer Services Fund (became available November 4, 2002)****<br />

December 31, 2006 0 $ 1.35305 to $ 1.35305 $ 0 0.00% 0.25% to 0.25% 11.72% to 11.72%<br />

December 31, 2005 0 $ 1.21116 to $ 1.21116 $ 0 0.00% 0.25% to 0.25% -4.91% to -4.91%<br />

December 31, 2004 0 $ 1.27367 to $ 1.27367 $ 0 0.00% 0.25% to 0.25% 7.34% to 7.34%<br />

December 31, 2003 0 $ 1.18656 to $ 1.18656 $ 0 0.00% 0.25% to 0.25% 26.48% to 26.48%<br />

ProFund VP Consumer Goods Fund (became available November 4, 2002)****<br />

December 31, 2006 0 $ 1.39508 to $ 1.39508 $ 1 0.00% 0.25% to 0.25% 12.34% to 12.34%<br />

December 31, 2005 0 $ 1.24179 to $ 1.24179 $ 0 0.00% 0.25% to 0.25% -0.61% to -0.61%<br />

December 31, 2004 0 $ 1.24945 to $ 1.24945 $ 0 0.00% 0.25% to 0.25% 8.98% to 8.98%<br />

ProFund VP Oil & Gas Fund (became available November 4, 2002)<br />

December 31, 2006 6 $ 2.50196 to $ 2.50196 $ 15 0.00% 0.25% to 0.25% 20.32% to 20.32%<br />

December 31, 2005 0 $ 2.07934 to $ 2.07934 $ 0 0.00% 0.25% to 0.25% 30.98% to 30.98%<br />

December 31, 2004 0 $ 1.58751 to $ 1.58751 $ 0 0.00% 0.25% to 0.25% 29.04% to 29.04%<br />

December 31, 2003 0 $ 1.23023 to $ 1.23023 $ 0 0.00% 0.25% to 0.25% 21.96% to 21.96%<br />

ProFund VP Europe 30 Fund (became available November 4, 2002)<br />

December 31, 2006 16 $ 1.98114 to $ 1.98114 $ 31 0.06% 0.25% to 0.25% 17.21% to 17.21%<br />

December 31, 2005 17 $ 1.69022 to $ 1.69022 $ 29 0.19% 0.25% to 0.25% 7.82% to 7.82%<br />

December 31, 2004 6 $ 1.56766 to $ 1.56766 $ 10 0.11% 0.25% to 0.25% 14.04% to 14.04%<br />

December 31, 2003 37 $ 1.37466 to $ 1.37466 $ 51 0.64% 0.25% to 0.25% 38.37% to 38.37%<br />

ProFund VP Financials Fund (became available November 4, 2002)<br />

December 31, 2006 30 $ 1.66848 to $ 1.66848 $ 50 0.41% 0.25% to 0.25% 17.06% to 17.06%<br />

December 31, 2005 470 $ 1.42532 to $ 1.42532 $ 669 0.37% 0.25% to 0.25% 3.72% to 3.72%<br />

December 31, 2004 13 $ 1.37415 to $ 1.37415 $ 19 0.00% 0.25% to 0.25% 10.07% to 10.07%<br />

December 31, 2003 0 $ 1.24846 to $ 1.24846 $ 0 0.00% 0.25% to 0.25% 28.67% to 28.67%<br />

ProFund VP Health Care Fund (became available November 4, 2002)<br />

December 31, 2006 24 $ 1.29913 to $ 1.29913 $ 31 0.00% 0.25% to 0.25% 4.99% to 4.99%<br />

December 31, 2005 20 $ 1.23740 to $ 1.23740 $ 25 0.00% 0.25% to 0.25% 5.76% to 5.76%<br />

December 31, 2004 18 $ 1.17005 to $ 1.17005 $ 21 0.00% 0.25% to 0.25% 2.11% to 2.11%<br />

December 31, 2003 18 $ 1.14585 to $ 1.14585 $ 20 0.00% 0.25% to 0.25% 17.14% to 17.14%<br />

ProFund VP Industrials Fund (became available May 1, 2003)****<br />

December 31, 2006 0 $ 1.59234 to $ 1.59234 $ 0 0.00% 0.25% to 0.25% 11.38% to 11.38%<br />

December 31, 2005 0 $ 1.42965 to $ 1.42965 $ 0 0.00% 0.25% to 0.25% 2.18% to 2.18%<br />

December 31, 2004 0 $ 1.39919 to $ 1.39919 $ 0 0.00% 0.25% to 0.25% 12.93% to 12.93%<br />

A77


Note 6:<br />

Financial Highlights (Continued)<br />

At year ended<br />

For year ended<br />

Units<br />

(000s)<br />

Unit Value<br />

Lowest - Highest<br />

Net<br />

Assets<br />

(000s)<br />

Investment<br />

Income<br />

Ratio*<br />

Expense Ratio**<br />

Lowest - Highest<br />

Total Return***<br />

Lowest - Highest<br />

ProFund VP Internet Fund (became available May 1, 2003)****<br />

December 31, 2006 0 $ 1.88222 to $ 1.88222 $ 1 0.00% 0.25% to 0.25% 1.11% to 1.11%<br />

December 31, 2005 1 $ 1.86162 to $ 1.86162 $ 3 0.00% 0.25% to 0.25% 7.17% to 7.17%<br />

December 31, 2004 6 $ 1.73705 to $ 1.73705 $ 10 0.00% 0.25% to 0.25% 20.96% to 20.96%<br />

December 31, 2003 0 $ 1.43607 to $ 1.43607 $ 0 0.00% 0.25% to 0.25% 42.24% to 42.24%<br />

ProFund VP Japan Fund (became available May 1, 2003)<br />

December 31, 2006 5 $ 2.32618 to $ 2.32618 $ 12 0.46% 0.25% to 0.25% 10.54% to 10.54%<br />

December 31, 2005 31 $ 2.10431 to $ 2.10431 $ 66 0.00% 0.25% to 0.25% 41.42% to 41.42%<br />

December 31, 2004 0 $ 1.48794 to $ 1.48794 $ 0 0.00% 0.25% to 0.25% 7.29% to 7.29%<br />

December 31, 2003 0 $ 1.38685 to $ 1.38685 $ 0 0.00% 0.25% to 0.25% 37.79% to 37.79%<br />

ProFund VP Mid-Cap Growth Fund (became available November 4, 2002)<br />

December 31, 2006 2 $ 1.58804 to $ 1.58804 $ 3 0.00% 0.25% to 0.25% 3.72% to 3.72%<br />

December 31, 2005 6 $ 1.53111 to $ 1.53111 $ 9 0.00% 0.25% to 0.25% 10.94% to 10.94%<br />

December 31, 2004 22 $ 1.38008 to $ 1.38008 $ 30 0.00% 0.25% to 0.25% 10.81% to 10.81%<br />

December 31, 2003 10 $ 1.24547 to $ 1.24547 $ 12 0.00% 0.25% to 0.25% 27.59% to 27.59%<br />

ProFund VP Mid-Cap Value Fund (became available November 4, 2002)<br />

December 31, 2006 10 $ 1.90489 to $ 1.90489 $ 19 0.01% 0.25% to 0.25% 12.02% to 12.02%<br />

December 31, 2005 12 $ 1.70050 to $ 1.70050 $ 20 0.00% 0.25% to 0.25% 8.58% to 8.58%<br />

December 31, 2004 24 $ 1.56613 to $ 1.56613 $ 37 0.00% 0.25% to 0.25% 15.67% to 15.67%<br />

December 31, 2003 27 $ 1.35397 to $ 1.35397 $ 36 0.00% 0.25% to 0.25% 35.39% to 35.39%<br />

ProFund VP Money Market Fund (became available November 4, 2002)<br />

December 31, 2006 2,684 $ 1.04542 to $ 1.04542 $ 2,806 3.57% 0.25% to 0.25% 3.39% to 3.39%<br />

December 31, 2005 1,479 $ 1.01117 to $ 1.01117 $ 1,496 1.80% 0.25% to 0.25% 1.53% to 1.53%<br />

December 31, 2004 1,283 $ 0.99592 to $ 0.99592 $ 1,278 0.06% 0.25% to 0.25% -0.23% to -0.23%<br />

December 31, 2003 1,466 $ 0.99820 to $ 0.99820 $ 1,464 0.05% 0.25% to 0.25% -0.18% to -0.18%<br />

ProFund VP OTC Fund (became available November 4, 2002)<br />

December 31, 2006 79 $ 1.60137 to $ 1.60137 $ 127 0.00% 0.25% to 0.25% 5.20% to 5.20%<br />

December 31, 2005 47 $ 1.52217 to $ 1.52217 $ 71 0.00% 0.25% to 0.25% -0.07% to -0.07%<br />

December 31, 2004 11 $ 1.52323 to $ 1.52323 $ 17 0.00% 0.25% to 0.25% 8.26% to 8.26%<br />

December 31, 2003 0 $ 1.40705 to $ 1.40705 $ 0 0.00% 0.25% to 0.25% 46.39% to 46.39%<br />

ProFund VP Pharmaceuticals Fund (became available May 1, 2003)****<br />

December 31, 2006 0 $ 1.00191 to $ 1.00191 $ 0 0.00% 0.25% to 0.25% 11.90% to 11.90%<br />

December 31, 2005 0 $ 0.89532 to $ 0.89532 $ 0 0.00% 0.25% to 0.25% -4.04% to -4.04%<br />

December 31, 2004 0 $ 0.93304 to $ 0.93304 $ 0 0.00% 0.25% to 0.25% -9.45% to -9.45%<br />

December 31, 2003 0 $ 1.03038 to $ 1.03038 $ 0 0.00% 0.25% to 0.25% 2.61% to 2.61%<br />

ProFund VP Precious Metals Fund (became available November 4, 2002)****<br />

December 31, 2006 0 $ 1.93853 to $ 1.93853 $ 1 5.21% 0.25% to 0.25% 7.09% to 7.09%<br />

December 31, 2005 25 $ 1.81017 to $ 1.81017 $ 45 0.00% 0.25% to 0.25% 25.98% to 25.98%<br />

December 31, 2004 0 $ 1.43683 to $ 1.43683 $ 0 0.00% 0.25% to 0.25% -10.14% to -10.14%<br />

December 31, 2003 15 $ 1.59900 to $ 1.59900 $ 25 0.00% 0.25% to 0.25% 38.88% to 38.88%<br />

ProFund VP Real Estate Fund (became available November 4, 2002)<br />

December 31, 2006 24 $ 2.30871 to $ 2.30871 $ 56 0.49% 0.25% to 0.25% 32.16% to 32.16%<br />

December 31, 2005 18 $ 1.74689 to $ 1.74689 $ 31 3.74% 0.25% to 0.25% 6.49% to 6.49%<br />

December 31, 2004 12 $ 1.64049 to $ 1.64049 $ 19 3.22% 0.25% to 0.25% 26.88% to 26.88%<br />

December 31, 2003 98 $ 1.29290 to $ 1.29290 $ 127 6.13% 0.25% to 0.25% 30.36% to 30.36%<br />

A78


Note 6:<br />

Financial Highlights (Continued)<br />

At year ended<br />

For year ended<br />

Units<br />

(000s)<br />

Unit Value<br />

Lowest - Highest<br />

Net<br />

Assets<br />

(000s)<br />

Investment<br />

Income<br />

Ratio*<br />

Expense Ratio**<br />

Lowest - Highest<br />

Total Return***<br />

Lowest - Highest<br />

ProFund VP Rising Rates Opportunity Fund (became available November 4, 2002)****<br />

December 31, 2006 0 $ 0.80203 to $ 0.80203 $ 0 14.41% 0.25% to 0.25% 9.87% to 9.87%<br />

December 31, 2005 2 $ 0.72996 to $ 0.72996 $ 2 0.00% 0.25% to 0.25% -8.12% to -8.12%<br />

December 31, 2004 28 $ 0.79451 to $ 0.79451 $ 22 0.00% 0.25% to 0.25% -11.13% to -11.13%<br />

December 31, 2003 15 $ 0.89397 to $ 0.89397 $ 13 0.00% 0.25% to 0.25% -4.35% to -4.35%<br />

ProFund VP Semiconductor Fund (became available May 1, 2003)****<br />

December 31, 2006 0 $ 1.23352 to $ 1.23352 $ 0 0.00% 0.25% to 0.25% -7.32% to -7.32%<br />

December 31, 2005 0 $ 1.33091 to $ 1.33091 $ 0 0.00% 0.25% to 0.25% 8.38% to 8.38%<br />

December 31, 2004 0 $ 1.22805 to $ 1.22805 $ 0 0.00% 0.25% to 0.25% -23.74% to -23.74%<br />

December 31, 2003 15 $ 1.61029 to $ 1.61029 $ 25 0.00% 0.25% to 0.25% 60.06% to 60.06%<br />

ProFund VP Short OTC Fund (became available November 4, 2002)<br />

December 31, 2006 66 $ 0.55537 to $ 0.55537 $ 37 0.00% 0.25% to 0.25% -1.63% to -1.63%<br />

December 31, 2005 31 $ 0.56456 to $ 0.56456 $ 18 0.00% 0.25% to 0.25% 0.55% to 0.55%<br />

December 31, 2004 2,024 $ 0.56145 to $ 0.56145 $ 1,136 0.00% 0.25% to 0.25% -11.32% to -11.32%<br />

December 31, 2003 2,050 $ 0.63313 to $ 0.63313 $ 1,298 0.00% 0.25% to 0.25% -37.46% to -37.46%<br />

ProFund VP Short Small-Cap Fund (became available May 1, 2003)****<br />

December 31, 2006 0 $ 0.53733 to $ 0.53733 $ 0 0.08% 0.25% to 0.25% -12.00% to -12.00%<br />

December 31, 2005 366 $ 0.61060 to $ 0.61060 $ 223 0.00% 0.25% to 0.25% -3.16% to -3.16%<br />

December 31, 2004 97 $ 0.63054 to $ 0.63054 $ 61 0.00% 0.25% to 0.25% -9.25% to -9.25%<br />

December 31, 2003 0 $ 0.69480 to $ 0.69480 $ 0 0.00% 0.25% to 0.25% -30.52% to -30.52%<br />

ProFund VP Small-Cap Fund (became available November 4, 2002)<br />

December 31, 2006 65 $ 1.92231 to $ 1.92231 $ 125 0.00% 0.25% to 0.25% 14.47% to 14.47%<br />

December 31, 2005 0 $ 1.67934 to $ 1.67934 $ 0 0.00% 0.25% to 0.25% 2.55% to 2.55%<br />

December 31, 2004 3 $ 1.63751 to $ 1.63751 $ 5 0.00% 0.25% to 0.25% 16.45% to 16.45%<br />

December 31, 2003 0 $ 1.40625 to $ 1.40625 $ 0 0.00% 0.25% to 0.25% 42.39% to 42.39%<br />

ProFund VP Small Cap-Growth Fund (became available November 4, 2002)<br />

December 31, 2006 3 $ 1.82390 to $ 1.82390 $ 6 0.00% 0.25% to 0.25% 8.38% to 8.38%<br />

December 31, 2005 4 $ 1.68288 to $ 1.68288 $ 6 0.00% 0.25% to 0.25% 7.27% to 7.27%<br />

December 31, 2004 15 $ 1.56876 to $ 1.56876 $ 23 0.00% 0.25% to 0.25% 19.50% to 19.50%<br />

December 31, 2003 7 $ 1.31276 to $ 1.31276 $ 9 0.00% 0.25% to 0.25% 33.98% to 33.98%<br />

ProFund VP Small-Cap Value Fund (became available November 4, 2002)****<br />

December 31, 2006 0 $ 1.94513 to $ 1.94513 $ 0 0.00% 0.25% to 0.25% 17.14% to 17.14%<br />

December 31, 2005 0 $ 1.66051 to $ 1.66051 $ 0 0.00% 0.25% to 0.25% 3.73% to 3.73%<br />

December 31, 2004 8 $ 1.60083 to $ 1.60083 $ 13 0.00% 0.25% to 0.25% 19.82% to 19.82%<br />

December 31, 2003 9 $ 1.33602 to $ 1.33602 $ 13 0.00% 0.25% to 0.25% 34.34% to 34.34%<br />

ProFund VP Technology Fund (became available November 4, 2002)****<br />

December 31, 2006 0 $ 1.53173 to $ 1.53173 $ 0 0.00% 0.25% to 0.25% 7.80% to 7.80%<br />

December 31, 2005 2 $ 1.42092 to $ 1.42092 $ 2 0.78% 0.25% to 0.25% 0.97% to 0.97%<br />

December 31, 2004 0 $ 1.40729 to $ 1.40729 $ 0 0.00% 0.25% to 0.25% -0.68% to -0.68%<br />

December 31, 2003 9 $ 1.41690 to $ 1.41690 $ 12 0.00% 0.25% to 0.25% 45.60% to 45.60%<br />

ProFund VP Telecommunications Fund (became available November 4, 2002)<br />

December 31, 2006 5 $ 1.44828 to $ 1.44828 $ 7 0.59% 0.25% to 0.25% 33.95% to 33.95%<br />

December 31, 2005 0 $ 1.08125 to $ 1.08125 $ 0 21.66% 0.25% to 0.25% -6.88% to -6.88%<br />

December 31, 2004 9 $ 1.16118 to $ 1.16118 $ 10 4.94% 0.25% to 0.25% 15.27% to 15.27%<br />

December 31, 2003 0 $ 1.00733 to $ 1.00733 $ 0 0.00% 0.25% to 0.25% 2.20% to 2.20%<br />

A79


Note 6:<br />

Financial Highlights (Continued)<br />

At year ended<br />

For year ended<br />

Units<br />

(000s)<br />

Unit Value<br />

Lowest - Highest<br />

Net<br />

Assets<br />

(000s)<br />

Investment<br />

Income<br />

Ratio*<br />

Expense Ratio**<br />

Lowest - Highest<br />

Total Return***<br />

Lowest - Highest<br />

ProFund VP U.S. Government Plus Fund (became available November 4, 2002)<br />

December 31, 2006 1 $ 1.14061 to $ 1.14061 $ 1 3.49% 0.25% to 0.25% -4.78% to -4.78%<br />

December 31, 2005 121 $ 1.19793 to $ 1.19793 $ 145 2.23% 0.25% to 0.25% 8.74% to 8.74%<br />

December 31, 2004 102 $ 1.10166 to $ 1.10166 $ 113 0.92% 0.25% to 0.25% 7.90% to 7.90%<br />

December 31, 2003 85 $ 1.02099 to $ 1.02099 $ 87 3.45% 0.25% to 0.25% -2.77% to -2.77%<br />

ProFund VP UltraMid-Cap Fund (became available November 4, 2002)****<br />

December 31, 2006 0 $ 2.71632 to $ 2.71632 $ 0 0.00% 0.25% to 0.25% 10.37% to 10.37%<br />

December 31, 2005 1 $ 2.46119 to $ 2.46119 $ 3 0.00% 0.25% to 0.25% 17.60% to 17.60%<br />

December 31, 2004 11 $ 2.09283 to $ 2.09283 $ 23 0.00% 0.25% to 0.25% 27.38% to 27.38%<br />

December 31, 2003 7 $ 1.64294 to $ 1.64294 $ 11 0.00% 0.25% to 0.25% 69.67% to 69.67%<br />

ProFund VP UltraOTC Fund (became available November 4, 2002)<br />

December 31, 2006 40 $ 2.10022 to $ 2.10022 $ 83 0.00% 0.25% to 0.25% 4.62% to 4.62%<br />

December 31, 2005 34 $ 2.00741 to $ 2.00741 $ 68 0.00% 0.25% to 0.25% -4.00% to -4.00%<br />

December 31, 2004 83 $ 2.09098 to $ 2.09098 $ 174 0.00% 0.25% to 0.25% 13.82% to 13.82%<br />

December 31, 2003 32 $ 1.83704 to $ 1.83704 $ 58 0.00% 0.25% to 0.25% 102.16% to 102.16%<br />

ProFund VP UltraSmall-Cap Fund (became available November 4, 2002)****<br />

December 31, 2006 0 $ 3.21134 to $ 3.21134 $ 0 0.02% 0.25% to 0.25% 25.69% to 25.69%<br />

December 31, 2005 0 $ 2.55498 to $ 2.55498 $ 0 0.00% 0.25% to 0.25% -0.46% to -0.46%<br />

December 31, 2004 9 $ 2.56686 to $ 2.56686 $ 23 0.00% 0.25% to 0.25% 30.74% to 30.74%<br />

December 31, 2003 60 $ 1.96331 to $ 1.96331 $ 119 0.00% 0.25% to 0.25% 98.96% to 98.96%<br />

ProFund VP Bull Fund (became available November 4, 2002)<br />

December 31, 2006 86 $ 1.54166 to $ 1.54166 $ 133 0.12% 0.25% to 0.25% 13.38% to 13.38%<br />

December 31, 2005 60 $ 1.35979 to $ 1.35979 $ 82 0.05% 0.25% to 0.25% 2.47% to 2.47%<br />

December 31, 2004 24 $ 1.32695 to $ 1.32695 $ 31 0.00% 0.25% to 0.25% 8.56% to 8.56%<br />

December 31, 2003 10 $ 1.22237 to $ 1.22237 $ 12 0.00% 0.25% to 0.25% 25.27% to 25.27%<br />

ProFund VP Utilities Fund (became available November 4, 2002)<br />

December 31, 2006 1 $ 2.04183 to $ 2.04183 $ 1 0.04% 0.25% to 0.25% 18.93% to 18.93%<br />

December 31, 2005 0 $ 1.71689 to $ 1.71689 $ 0 0.26% 0.25% to 0.25% 12.78% to 12.78%<br />

December 31, 2004 0 $ 1.52237 to $ 1.52237 $ 0 2.07% 0.25% to 0.25% 20.77% to 20.77%<br />

December 31, 2003 8 $ 1.26052 to $ 1.26052 $ 10 8.04% 0.25% to 0.25% 21.07% to 21.07%<br />

AST Cohen & Steers Realty Portfolio (became available October 17, 2005)<br />

December 31, 2006 32 $ 14.86960 to $ 14.86960 $ 480 0.35% 0.10% to 0.10% 36.60% to 36.60%<br />

December 31, 2005 1 $ 10.88564 to $ 10.88564 $ 13 0.00% 0.10% to 0.10% 8.19% to 8.19%<br />

AST Global Allocation Porfolio (became available October 17, 2005)<br />

December 31, 2006 11 $ 11.63805 to $ 11.63805 $ 130 1.17% 0.10% to 0.10% 11.03% to 11.03%<br />

December 31, 2005 0 $ 10.48192 to $ 10.48192 $ 3 0.00% 0.10% to 0.10% 4.73% to 4.73%<br />

AST DeAm Large-Cap Value Porfolio (became available October 17, 2005)<br />

December 31, 2006 53 $ 13.03370 to $ 13.03370 $ 693 0.24% 0.10% to 0.10% 21.60% to 21.60%<br />

December 31, 2005 1 $ 10.71815 to $ 10.71815 $ 6 0.00% 0.10% to 0.10% 6.54% to 6.54%<br />

AST DeAm Small-Cap Growth Porfolio (became available October 17, 2005)<br />

December 31, 2006 14 $ 11.56299 to $ 11.56299 $ 166 0.00% 0.10% to 0.10% 7.65% to 7.65%<br />

December 31, 2005 1 $ 10.74134 to $ 10.74134 $ 6 0.00% 0.10% to 0.10% 7.00% to 7.00%<br />

AST DeAm Small-Cap Value Porfolio (became available October 17, 2005)<br />

December 31, 2006 16 $ 12.47128 to $ 12.47128 $ 198 0.06% 0.10% to 0.10% 19.83% to 19.83%<br />

December 31, 2005 0 $ 10.40721 to $ 10.40721 $ 1 0.00% 0.10% to 0.10% 4.07% to 4.07%<br />

AST Federated Aggressive Growth Portfolio (became available October 17, 2005)<br />

December 31, 2006 16 $ 12.46956 to $ 12.46956 $ 193 0.00% 0.10% to 0.10% 12.80% to 12.80%<br />

December 31, 2005 0 $ 11.05474 to $ 11.05474 $ 2 0.00% 0.10% to 0.10% 10.55% to 10.55%<br />

A80


Note 6:<br />

Financial Highlights (Continued)<br />

At year ended<br />

For year ended<br />

Units<br />

(000s)<br />

Unit Value<br />

Lowest - Highest<br />

Net<br />

Assets<br />

(000s)<br />

Investment<br />

Income<br />

Ratio*<br />

Expense Ratio**<br />

Lowest - Highest<br />

Total Return***<br />

Lowest - Highest<br />

AST Small Cap Value Portfolio (became available October 17, 2005)<br />

December 31, 2006 39 $ 12.73508 to $ 12.73508 $ 498 0.16% 0.10% to 0.10% 19.92% to 19.92%<br />

December 31, 2005 3 $ 10.61923 to $ 10.61923 $ 27 0.00% 0.10% to 0.10% 6.27% to 6.27%<br />

AST Goldman Sachs Mid-Cap Growth Portfolio (became available October 17, 2005)<br />

December 31, 2006 18 $ 11.24783 to $ 11.24783 $ 198 0.00% 0.10% to 0.10% 6.17% to 6.17%<br />

December 31, 2005 1 $ 10.59405 to $ 10.59405 $ 9 0.00% 0.10% to 0.10% 5.46% to 5.46%<br />

AST Marsico Capital Growth Portfolio (became available October 17, 2005)<br />

December 31, 2006 99 $ 11.50673 to $ 11.50673 $ 1,139 0.01% 0.10% to 0.10% 7.13% to 7.13%<br />

December 31, 2005 0 $ 10.74095 to $ 10.74095 $ 5 0.00% 0.10% to 0.10% 7.17% to 7.17%<br />

AST MFS Growth Portfolio (became available October 17, 2005)<br />

December 31, 2006 7 $ 11.60124 to $ 11.60124 $ 77 0.00% 0.10% to 0.10% 9.55% to 9.55%<br />

December 31, 2005 0 $ 10.58963 to $ 10.58963 $ 3 0.00% 0.10% to 0.10% 5.51% to 5.51%<br />

AST Neuberger Berman Mid-Cap Growth Portfolio (became available October 17, 2005)<br />

December 31, 2006 32 $ 12.46468 to $ 12.46468 $ 404 0.00% 0.10% to 0.10% 13.94% to 13.94%<br />

December 31, 2005 0 $ 10.93943 to $ 10.93943 $ 4 0.00% 0.10% to 0.10% 8.59% to 8.59%<br />

AST PIMCO Limited Maturity Bond Portfolio (became available October 17, 2005)<br />

December 31, 2006 8 $ 10.44481 to $ 10.44481 $ 82 0.58% 0.10% to 0.10% 3.72% to 3.72%<br />

December 31, 2005 0 $ 10.07052 to $ 10.07052 $ 1 0.00% 0.10% to 0.10% 0.71% to 0.71%<br />

AST T. Rowe Price Natural Resources Portfolio (became available October 17, 2005)<br />

December 31, 2006 176 $ 12.79360 to $ 12.79360 $ 2,247 0.13% 0.10% to 0.10% 15.75% to 15.75%<br />

December 31, 2005 13 $ 11.05306 to $ 11.05306 $ 143 0.00% 0.10% to 0.10% 9.35% to 9.35%<br />

AST MFS Global Equity Portfolio (became available October 17, 2005)<br />

December 31, 2006 7 $ 13.04794 to $ 13.04794 $ 94 0.17% 0.10% to 0.10% 24.18% to 24.18%<br />

December 31, 2005 0 $ 10.50746 to $ 10.50746 $ 1 0.00% 0.10% to 0.10% 5.50% to 5.50%<br />

AST JPMorgan International Equity Portfolio (became available October 17, 2005)<br />

December 31, 2006 60 $ 13.00880 to $ 13.00880 $ 779 0.50% 0.10% to 0.10% 22.67% to 22.67%<br />

December 31, 2005 4 $ 10.60464 to $ 10.60464 $ 42 0.00% 0.10% to 0.10% 7.06% to 7.06%<br />

AST T. Rowe Price Global Bond Portfolio (became available October 17, 2005)<br />

December 31, 2006 25 $ 10.55767 to $ 10.55767 $ 264 0.44% 0.10% to 0.10% 6.17% to 6.17%<br />

December 31, 2005 2 $ 9.94454 to $ 9.94454 $ 17 0.00% 0.10% to 0.10% -0.29% to -0.29%<br />

AIM V.I. <strong>Premier</strong> Equity Fund (expired April 24, 2006)<br />

December 31, 2006 0.00 $ 0.00000 to $ 0.00000 $ 0 0.00% 0.20% to 0.90% 5.26% to 5.51%<br />

December 31, 2005 2,956 $ 0.68046 to $ 0.82619 $ 2,149 0.86% 0.20% to 0.90% 4.71% to 5.44%<br />

December 31, 2004 3,075 $ 0.64987 to $ 0.78660 $ 2,121 0.47% 0.20% to 0.90% 4.83% to 5.56%<br />

December 31, 2003 3,026 $ 0.61995 to $ 0.74819 $ 1,975 0.33% 0.20% to 0.90% 23.97% to 24.82%<br />

December 31, 2002 2,613 $ 0.50008 to $ 0.60172 $ 1,365 0.36% 0.20% to 0.90% -30.89% to -30.40%<br />

*These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying<br />

mutual fund, net of management fees assessed by the fund manager, divided by the average net assets. This ratio is annualized and<br />

excludes those expenses, such as mortality and expense charges, that result in direct reductions in the unit values. The recognition<br />

of investment income by the subaccount is affected by the timing of the declaration of dividends by the underlying fund in which the<br />

subaccounts invest.<br />

**These ratios represent the annualized contract expenses of the separate account, consisting primarily of mortality and expense<br />

charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges<br />

made directly to contract owner accounts through the redemption of units and expenses of the underlying fund are excluded.<br />

A81


Note 6:<br />

Financial Highlights (Continued)<br />

***These amounts represent the total return for the periods indicated, including changes in the value of the underlying fund, and reflect<br />

deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption<br />

of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Investment options with a<br />

date notation indicate the effective date of that investment option in the Account, the total return is calculated for each of the five years in<br />

the period ended December 31,2006 or from the effective date of the subaccount through the end of the reporting period. Product<br />

designs within a subaccount with an effective date during a period were excluded from the range of total return for that period.<br />

****Represents a fund containing less than 1,000 units or $1,000 in net assets.<br />

Charges and Expenses<br />

A. Mortality Risk and Expense Risk Charges<br />

The mortality risk and expense risk charges, at an effective annual rate of up to 0.90% for Pruselect I, Pruselect <strong>II</strong> and SVUL contracts,<br />

0.50% for Pruselect <strong>II</strong>I contracts, 0.45% for VUL<strong>II</strong> contracts, 0.25% for PROSEL contracts and 0.10% for ENVUL contracts are applied<br />

daily against the net assets held in each subaccount. No mortality risk and expense risk charges are applied to the MPVUL contracts.<br />

Mortality risk is the risk that contract owners may not live as long as estimated and expense risk is the risk that the cost of issuing and<br />

administering the policies may exceed related charges by Pruco Life. Pruco Life intends to charge only 0.60% on Pruselect I and<br />

Pruselect <strong>II</strong> contracts, but reserves the right to make the full 0.90% charge. Pruco Life intends to charge only 0.20% on Pruselect <strong>II</strong>I<br />

contracts, but reserves the right to make the full 0.50% charge. For VUL<strong>II</strong> contracts Pruco Life intends to charge only 0.25%, but<br />

reserves the right to charge 0.45%. The mortality risk and expense risk charges are assessed through reduction in unit values.<br />

B. Partial Withdrawal Charge<br />

A charge is imposed by Pruco Life on partial withdrawals of the cash surrender value. A charge equal to the lesser of $15 or 2% will be<br />

made in connection with each partial withdrawal of the cash surrender value of Pruselect I and Pruselect <strong>II</strong> contracts and a charge equal<br />

to the lesser of $25 or 2% will be made in connection with each partial withdrawal of the cash surrender value of Pruselect <strong>II</strong>I, SVUL,<br />

VUL<strong>II</strong>, PROSEL, MPVUL and ENVUL contracts. The range for withdrawal charges is 0% - 2%. This charge is assessed through the<br />

redemption of units.<br />

C. Deferred Sales Charge<br />

A deferred sales charge is imposed upon surrenders of certain SVUL contracts, not to exceed 0.8% of the basic insurance amount, to<br />

compensate Pruco Life for sales and other marketing expenses. The amount of any sales charge will depend on the number of years<br />

that have elapsed since the contract was issued. No sales charge will be imposed after the tenth year of the contract. No sales charge<br />

will be imposed on death benefits. The deferred sales charge is assessed through the redemption of units. The deferred sales charge is<br />

assessed through the redemption of units.<br />

D. Cost of Insurance and Other Related Charges<br />

Contract owner contributions are subject to certain deductions prior to being invested in the Account. The deductions are for (1)<br />

transaction costs which are deducted from each premium payment to cover premium collection and processing costs; (2) state premium<br />

taxes; and (3) sales charges on Pruselect I, Pruselect <strong>II</strong>, Pruselect <strong>II</strong>I, SVUL, VUL<strong>II</strong>, PROSEL, MPVUL and ENVUL contracts which are<br />

deducted in order to compensate Pruco Life for the cost of selling the contract. For Pruselect I and Pruselect <strong>II</strong> contracts, the sales<br />

charges are not to exceed 7% and 8%, respectively, of the premium remaining after the charge for taxes attributable to premiums and a<br />

$2 administrative charge have been deducted. The sales charges are not to exceed 15% of premiums received each year up to the<br />

Target Premium and up to 2% on any excess for Pruselect <strong>II</strong>I contracts, 12% of premiums paid in the first five contract years for SVUL<br />

A82


Note 6:<br />

Financial Highlights (Continued)<br />

contracts, 6% of premiums paid for VUL<strong>II</strong> contracts, 6% of premium payments for PROSEL and ENVUL contracts and 12% of premium<br />

payments for MPVUL contracts. Contracts are also subject to monthly charges for the costs of administering the contract. These<br />

charges are assessed through the redemption of units.<br />

A83


To the Contract Owners of<br />

Pruco Life Variable Universal Account<br />

and the Board of Directors of<br />

Pruco Life Insurance Company<br />

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM<br />

In our opinion, the accompanying statements of net assets and the related statements of operations and of changes in net assets present fairly, in all<br />

material respects, the financial position of each of the subaccounts listed in Note 1 of Pruco Life Variable Universal Account at December 31, 2006, and<br />

the results of each of their operations and the changes in each of their net assets for each of the periods presented, in conformity with accounting<br />

principles generally accepted in the United States of America. These financial statements are the responsibility of the management of Pruco Life<br />

Insurance Company. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these<br />

financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require<br />

that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit<br />

includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles<br />

used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which<br />

included confirmation of fund shares owned at December 31, 2006 with the transfer agents of the investee mutual funds, provide a reasonable basis for<br />

our opinion.<br />

PricewaterhouseCoopers LLP<br />

New York, New York<br />

April 12, 2007<br />

A84


Pruco Life Insurance Company<br />

Consolidated Statements of Financial Position<br />

As of December 31, 2006 and December 31, 2005 (in thousands, except share amounts)<br />

2006 2005<br />

ASSETS<br />

Fixed maturities available for sale,<br />

at fair value (amortized cost, 2006 - $4,850,514 ; 2005 - $6,116,522) $ 4,911,274 $ 6,158,528<br />

Policy loans 915,060 879,156<br />

Short-term investments 97,097 113,144<br />

Commercial loans 508,094 269,161<br />

Other long-term investments 80,649 65,505<br />

Total investments 6,512,174 7,485,494<br />

Cash and cash equivalents 485,199 158,010<br />

Deferred policy acquisition costs 1,959,431 1,663,003<br />

Accrued investment income 73,589 98,110<br />

Reinsurance recoverables 1,208,724 932,826<br />

Receivables from parent and affiliates 107,798 79,188<br />

Deferred sales inducements 182,578 139,012<br />

Other assets 21,693 24,498<br />

Separate account assets 21,952,272 19,094,129<br />

TOTAL ASSETS $ 32,503,458 $ 29,674,270<br />

LIABILITIES AND STOCKHOLDER’S EQUITY<br />

LIABILITIES<br />

Policyholders’ account balances $ 5,483,921 $ 5,793,743<br />

Future policy benefits and other policyholder liabilities 1,765,489 1,446,717<br />

Cash collateral for loaned securities 134,982 389,794<br />

Securities sold under agreement to repurchase 13,226 36,439<br />

Income taxes payable 453,358 432,161<br />

Short term debt to affiliates 25,348 105,596<br />

Payables to parent and affiliates 29,427 22,445<br />

Other liabilities 309,913 287,035<br />

Separate account liabilities 21,952,272 19,094,129<br />

Total liabilities $ 30,167,936 $ 27,608,059<br />

COMMITMENTS AND CONTINGENT LIABILITIES (See Note 12)<br />

STOCKHOLDER’S EQUITY<br />

Common stock, ($10 par value;<br />

1,000,000 shares, authorized;<br />

250,000 shares, issued and outstanding) 2,500 2,500<br />

Additional paid-in capital 454,527 454,670<br />

Retained earnings 1,853,233 1,590,441<br />

Accumulated other comprehensive income 25,262 18,600<br />

Total stockholder’s equity 2,335,522 2,066,211<br />

TOTAL LIABILITIES AND<br />

STOCKHOLDER’S EQUITY $ 32,503,458 $ 29,674,270<br />

See Notes to Consolidated Financial Statements<br />

B- 1


Pruco Life Insurance Company<br />

Consolidated Statements of Operations and Comprehensive Income<br />

Years Ended December 31, 2006, 2005 and 2004 (in thousands)<br />

REVENUES<br />

2006 2005 2004<br />

Premiums $ 43,516 $ 38,029 $ 73,059<br />

Policy charges and fee income 547,693 564,432 611,712<br />

Net investment income 401,436 404,045 373,552<br />

Realized investment (losses)/gains, net (62,749) (449) 5,011<br />

Asset management fees 18,338 17,105 15,747<br />

Other income 18,207 12,125 10,514<br />

Total revenues 966,441 1,035,287 1,089,595<br />

BENEFITS AND EXPENSES<br />

Policyholders’ benefits 120,049 98,899 234,841<br />

Interest credited to policyholders’ account<br />

balances 212,288 234,881 250,675<br />

General, administrative and other expenses 308,850 449,291 458,590<br />

Total benefits and expenses 641,187 783,071 944,106<br />

Income from operations before income<br />

taxes and cumulative effect of accounting<br />

change<br />

325,254 252,216 145,489<br />

Income taxes:<br />

Current 89,034 (30,108) 59,682<br />

Deferred (26,572) 51,409 (36,804)<br />

Total income tax expense 62,462 21,301 22,878<br />

Income from Operations Before<br />

Cumulative Effect of Accounting Change 262,792 230,915 122,611<br />

Cumulative effect of accounting change, net<br />

of taxes - - (9,150)<br />

NET INCOME 262,792 230,915 113,461<br />

Change in net unrealized investment<br />

gains/(loss), net of taxes 6,662 (55,927) (41,944)<br />

Cumulative effect of accounting change, net<br />

of taxes - - 4,030<br />

Accumulated other comprehensive income<br />

gain/(loss), net of taxes 6,662 (55,927) (37,914)<br />

COMPREHENSIVE INCOME 269,454 $174,988 $ 75,547<br />

See Notes to Consolidated Financial Statements<br />

B- 2


Pruco Life Insurance Company<br />

Consolidated Statements of Stockholder’s Equity<br />

Periods Ended December 31, 2006, 2005 and 2004 (in thousands)<br />

Common<br />

Stock<br />

Additional<br />

Paid-in-<br />

Capital<br />

Deferred<br />

Compensation<br />

Retained<br />

Earnings<br />

Accumulated Other Comprehensive Income (Loss)<br />

Total<br />

Foreign Net Accumulated<br />

Currency Unrealized Other<br />

Translation Investment Comprehensive<br />

Adjustments Gains (Loss) Income (Loss)<br />

Total<br />

Stockholder’s<br />

Equity<br />

Balance, January 1,<br />

2004 $ 2,500 $ 459,654 $ (850) $ 1,246,065 $ - $ 107,687 $ 107,687 $ 1,815,056<br />

Net income - - - 113,461 - - - 113,461<br />

Stock-based<br />

compensation programs - 477 (323) - - - - 154<br />

Purchase of fixed<br />

maturities from an<br />

affiliate, net of taxes - (4,754)<br />

-<br />

- - 4,754 4,754 -<br />

Cumulative effect of<br />

accounting change, net<br />

of taxes - -<br />

-<br />

- - 4,030 4,030 4,030<br />

Change in net unrealized<br />

investment gains<br />

(losses), net of taxes - - - - - (41,944) (41,944) (41,944)<br />

Balance, December 31,<br />

(1,173)<br />

2,500 455,377<br />

2004<br />

1,359,526 - 74,527 74,527 1,890,757<br />

Net income - - - 230,915 - - - 230,915<br />

Stock-based<br />

compensation programs - (941) 1,173 - - - - 232<br />

Contributed Capital - 234 - - - - - 234<br />

Change in net unrealized<br />

investment gains<br />

(losses), net of taxes - - - - - (55,927) (55,927) (55,927)<br />

Balance, December 31,<br />

-<br />

2,500 454,670<br />

2005<br />

1,590,441 - 18,600 18,600 2,066,211<br />

Net income - - - 262,792 - - - 262,792<br />

Stock-based<br />

compensation programs - (1) - - - - - (1)<br />

Contributed Capital - (142) - - - - - (142)<br />

Change in foreign<br />

currency translation<br />

adjustments, net of taxes - - - - 167 - 167 167<br />

Change in net unrealized<br />

investment gains<br />

(losses), net of taxes - - - - - 6,495 6,495 6,495<br />

Balance, December 31,<br />

$ -<br />

$ 2,500 $454,527<br />

2006<br />

$1,853,233 $ 167 $ 25,095 $25,262 $ 2,335,522<br />

See Notes to Consolidated Financial Statements<br />

B- 3


Pruco Life Insurance Company<br />

Consolidated Statements of Cash Flows<br />

Year Ended December 31, 2006, 2005 and 2004 (in thousands)<br />

2006 2005 2004<br />

CASH FLOWS FROM OPERATING ACTIVITIES:<br />

Net income $ 262,792 $ 230,915 $ 113,461<br />

Adjustments to reconcile net income to net cash from<br />

(used in) operating activities:<br />

Policy charges and fee income (108,399) (125,379) (109,931)<br />

Interest credited to policyholders’ account balances 212,288 234,881 250,675<br />

Realized investment losses (gains), net 62,749 449 (5,011)<br />

Amortization and other non-cash items 116,258 33,063 (52,253)<br />

Cumulative effect of accounting change, net of taxes - - 9,150<br />

Change in:<br />

Future policy benefits and other insurance liabilities 318,680 206,067 219,305<br />

Reinsurance recoverables (275,898) (167,781) (247,635)<br />

Accrued investment income 24,521 3,322 1,638<br />

Receivables from Parent and affiliates 26,720 (28,849) 2,799<br />

Payables to Parent and affiliates 6,981 18,706 3,034<br />

Deferred policy acquisition costs (306,973) (130,540) (34,829)<br />

Income taxes payable 16,744 27,720 123,407<br />

Deferred sales inducements (43,566) (28,552) (28,364)<br />

Other, net 19,766 36,805 13,803<br />

Cash Flows From Operating Activities 332,663 310,827 259,249<br />

CASH FLOWS FROM INVESTING ACTIVITIES:<br />

Proceeds from the sale/maturity/prepayment of:<br />

Fixed maturities available for sale 5,159,582 4,625,000 2,273,952<br />

Policy loans 99,553 98,656 107,906<br />

Commercial loans 52,131 1,805 249<br />

Payments for the purchase of:<br />

Fixed maturities available for sale (4,060,433) (4,842,469) (2,106,719)<br />

Policy loans (96,587) (83,116) (78,515)<br />

Commercial loans (292,232) (270,950) (2,286)<br />

Notes receivables from parent and affiliates, net (54,853) - -<br />

Other long-term investments, net (17,368) (5,116) 38,800<br />

Short-term investments, net 16,691 (12,953) 63,476<br />

Cash Flows From (Used In) Investing Activities 806,484 (489,143) 296,863<br />

CASH FLOWS FROM FINANCING ACTIVITIES:<br />

Policyholders’ account deposits 2,716,760 2,233,293 2,107,194<br />

Policyholders’ account withdrawals (3,128,127) (2,768,247) (2,095,228)<br />

Net change in securities sold under agreement to repurchase<br />

and cash collateral for loaned securities (278,026) (29,739) (72,701)<br />

Paid in capital transaction associated with the purchase of<br />

fixed maturities from an affiliate - - (4,754)<br />

Contributed capital - 234 -<br />

Net change in financing arrangements (maturities 90 days or<br />

less) (122,565) 157,252 (654)<br />

Cash Flows (Used In) Financing Activities (811,958) (407,207) (66,143)<br />

Net increase (decrease) in cash and cash equivalents 327,189 (585,523) 489,969<br />

Cash and cash equivalents, beginning of year 158,010 743,533 253,564<br />

CASH AND CASH EQUIVALENTS, END OF PERIOD $ 485,199 $ 158,010 $ 743,533<br />

SUPPLEMENTAL CASH FLOW INFORMATION<br />

Income taxes paid (received) $ 45,715 $ (6,418) $ (103,090)<br />

Interest paid (received) $ 2,788 $ 4,018 $ 85<br />

See Notes to Consolidated Financial Statements<br />

B- 4


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

1. BUSINESS<br />

Pruco Life Insurance Company, or “the Company,” is a stock life insurance company, organized in 1971 under the laws of the<br />

state of Arizona. Pruco Life Insurance Company is licensed to sell interest sensitive individual life insurance, variable life<br />

insurance, term life insurance, variable and fixed annuities, and a non-participating guaranteed interest contract or, “GIC,”<br />

called <strong>Prudential</strong> Credit Enhanced GIC or, “PACE,” in the District of Columbia, Guam and in all states except New York.<br />

Pruco Life Insurance Company also had marketed individual life insurance through its branch office in Taiwan. The branch<br />

office was transferred to an affiliated Company on January 31, 2001, as described in (Note 13 to the Consolidated Financial<br />

Statements).<br />

Pruco Life Insurance Company has three subsidiaries, which include one wholly owned life insurance subsidiary, Pruco Life<br />

Insurance Company of New Jersey or, “PLNJ,” and two subsidiaries formed in 2003 for the purpose of acquiring and investing<br />

in municipal fixed maturities from an affiliated company (see Note 13 to the Consolidated Financial Statements). All financial<br />

information is shown on a consolidated basis.<br />

PLNJ is a stock life insurance company organized in 1982 under the laws of the state of New Jersey. It is licensed to sell<br />

individual life insurance, variable life insurance, term life insurance, fixed and variable annuities only in the states of New<br />

Jersey and New York.<br />

The Company is a wholly owned subsidiary of The <strong>Prudential</strong> Insurance Company of America (“<strong>Prudential</strong> Insurance”), an<br />

insurance company founded in 1875 under the laws of the state of New Jersey. On December 18, 2001 or, “the date of<br />

demutualization,” <strong>Prudential</strong> Insurance converted from a mutual life insurance company to a stock life insurance company and<br />

became an indirect wholly owned subsidiary of <strong>Prudential</strong> Financial, Inc. or “<strong>Prudential</strong> Financial.”<br />

<strong>Prudential</strong> Insurance intends to make additional capital contributions to the Company, as needed, to enable it to comply with its<br />

reserve requirements and fund expenses in connection with its business. Generally, <strong>Prudential</strong> Insurance is under no obligation<br />

to make such contributions and its assets do not back the benefits payable under the Company’s policyholder contracts.<br />

The Company is engaged in a business that is highly competitive because of the large number of stock and mutual life<br />

insurance companies and other entities engaged in manufacturing insurance products, and individual and group annuities.<br />

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<br />

Basis of Presentation<br />

The consolidated financial statements include the accounts of Pruco Life Insurance Company and its subsidiaries. The<br />

consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the<br />

United States of America, “GAAP.” The Company has extensive transactions and relationships with <strong>Prudential</strong> Insurance and<br />

other affiliates, as more fully described in (Note 13 to the Consolidated Financial Statements). Due to these relationships,<br />

it is possible that the terms of these transactions are not the same as those that would result from transactions among wholly<br />

unrelated parties.<br />

Use of Estimates<br />

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and<br />

assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as the<br />

date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results<br />

could differ from those estimates.<br />

The most significant estimates include those used in determining deferred policy acquisition costs, investments, future policy<br />

benefits, provision for income taxes, reserves of contingent liabilities and reserves for losses in connection with unresolved<br />

legal matters.<br />

B- 5


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)<br />

Investments<br />

Fixed maturities classified as “available for sale” are carried at fair value. The amortized cost of fixed maturities is written<br />

down to fair value if a decline in value is considered to be other than temporary. See the discussion below on realized gains and<br />

losses for a description of the accounting for impairment adjustments. Unrealized gains and losses on fixed maturities<br />

“available for sale”, including the effect on deferred policy acquisition costs and policyholders’ account balances that would<br />

result from the realization of unrealized gains and losses are included in “Accumulated other comprehensive income (loss).”<br />

Policy loans are carried at unpaid principal balances.<br />

Commercial loans are carried at unpaid principal balances, net of an allowance for losses. The allowance for losses includes a<br />

portfolio reserve for probable incurred but not specifically identified losses. This reserve considers the Company’s past loan<br />

loss experience, the current credit composition of the portfolio, historical credit migration, property type diversification, default<br />

and loss severity statistics and other relevant factors. The gains and losses from the sale of loans, which are recognized when<br />

the Company relinquishes control over the loans, as well as changes in the allowance for loan losses, are reported in “Realized<br />

investment gains (losses), net.” Interest income and prepayment fees are included in “Net investment income.”<br />

Securities repurchase and resale agreements and securities loaned transactions are used to earn spread income, to borrow funds,<br />

or to facilitate trading activity. Securities repurchase and resale agreements are generally short-term in nature, and therefore, the<br />

carrying amounts of these instruments approximate fair value. Securities repurchase and resale agreements are collateralized by<br />

cash, U.S. government and government agency securities. Securities loaned are collateralized principally by cash and U.S.<br />

government securities. For securities repurchase agreements and securities loaned transactions used to earn spread income, the<br />

cash received is typically invested in cash equivalents, short-term investments or fixed maturities.<br />

Securities repurchase and resale agreements that satisfy certain criteria are treated as collateralized financing arrangements.<br />

These agreements are carried at the amounts at which the securities will be subsequently resold or reacquired, as specified in<br />

the respective agreements. For securities purchased under agreements to resell, the Company’s policy is to take possession or<br />

control of the securities and to value the securities daily. Securities to be resold are the same, or substantially the same, as the<br />

securities received. For securities sold under agreements to repurchase, the market value of the securities to be repurchased is<br />

monitored, and additional collateral is obtained where appropriate, to protect against credit exposure. Securities to be<br />

repurchased are the same, or substantially the same as those sold. Income and expenses related to these transactions executed<br />

within the insurance subsidiary used to earn spread income are reported as “Net investment income,” however, for transactions<br />

used to borrow funds, the associated borrowing cost is reported as interest expense (included in “General and administrative<br />

expenses”).<br />

Securities loaned transactions are treated as financing arrangements and are recorded at the amount of cash received. The<br />

Company obtains collateral in an amount equal to 102% and 105% of the fair value of the domestic and foreign securities,<br />

respectively. The Company monitors the market value of the securities loaned on a daily basis with additional collateral<br />

obtained as necessary. Substantially all of the Company’s securities loaned transactions are with large brokerage firms. Income<br />

and expenses associated with securities loaned transactions used to earn spread income are generally reported as “Net<br />

investment income;” however, for securities loaned transactions used for funding purposes the associated rebate is reported as<br />

interest expense (included in “General and administrative expenses”).<br />

Short-term investments consist of highly liquid debt instruments with a maturity of greater than three months and less than<br />

twelve months when purchased. These investments are carried at amortized cost, which because of their short-term nature<br />

approximates fair value.<br />

Other long-term investments consist of the Company’s investments in joint ventures and limited partnerships in which the<br />

Company does not exercise control, as well as investments in the Company’s own separate accounts, which are carried at fair<br />

value, and investment real estate. Joint venture and partnership interests are generally accounted for using the equity method of<br />

accounting, except in instances in which the Company’s interest is so minor that it exercises virtually no influence over<br />

operating and financial policies. In such instances, the Company applies the<br />

B- 6


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

cost method of accounting. The Company’s share of net income from investments in joint ventures and partnerships is generally<br />

included in “Net investment income.”<br />

Realized investment gains (losses), net are computed using the specific identification method. Adjustments to the cost of fixed<br />

maturities and equity securities for temporary impairments are included in “Realized investment losses, net.” In evaluating<br />

whether a decline in value is other than temporary, the Company considers several factors including, but not limited to the<br />

following: (1) the extent (generally if greater than 20%) and the duration (generally if greater than six months); (2) the reasons<br />

for the decline in value (credit event, interest related or market fluctuation); (3) the Company’s ability and intent to hold the<br />

investments for a period of time to allow for a recovery of value; and (4) the financial condition of and near-term prospects of<br />

the issuer. Realized investment gains (losses) are generated from numerous sources, including the sale of fixed maturity<br />

securities, equity securities, real estate investments, investments in joint ventures and limited partnerships and other types of<br />

investments, as well as adjustments to the cost of investments for other than temporary impairments. “Realized investment<br />

gains (losses), net.” also include prepayment premiums received on private fixed maturity securities, recoveries of principal on<br />

previously impaired securities, provisions for losses on commercial loans, fair value changes on embedded derivatives and<br />

derivatives that do not qualify for hedge accounting treatment.<br />

There are a number of significant risks and uncertainties inherent in the process of monitoring impairments and determining if<br />

impairment is other than temporary. These risks and uncertainties include, but are not limited to: (1) the risk that our assessment<br />

of an issuer’s ability to meet its obligations could change, (2) the risk that the economic outlook could be worse than expected<br />

or have more of an impact on the issuer than anticipated, (3) the risk that we are making decisions based on fraudulent or<br />

misstated information in the financial statements provided by issuers and (4) the risk that new information obtained by us or<br />

changes in other facts and circumstances, including those not related to the issuer, could lead us to change our intent to hold the<br />

security to maturity or until it recovers in value. Any of these situations could result in a change in our impairment<br />

determination, and hence a charge to earnings in a future period.<br />

Cash and cash equivalents<br />

Cash and cash equivalents include cash on hand, amounts due from banks, money market instruments, and other debt issues<br />

with maturities of three months or less when purchased. The company also engages in overnight borrowing and lending of<br />

funds with <strong>Prudential</strong> Financial and affiliates which are cinsidered cash and cash equivalents.<br />

Deferred policy acquisition costs<br />

The Company is charged distribution expenses from <strong>Prudential</strong> Insurance’s agency network for both its domestic life and<br />

annuity products through a transfer pricing agreement, which is intended to reflect a market based pricing arrangement. These<br />

acquisition costs include commissions and variable field office expenses. The Company is also allocated costs of policy<br />

issuance and underwriting from <strong>Prudential</strong> Insurance’s general and administrative expense allocation system. The Company<br />

also is charged commissions from third parties, which are primarily capitalized as deferred policy acquisition costs (“DAC”).<br />

The costs that vary with and that are related primarily to the production of new insurance and annuity business are deferred to<br />

the extent such costs are deemed recoverable from future profits. For annuity products, the entire sales-based transfer pricing<br />

fee is deemed to be related to the production of new annuity business and is deferred. For life products, there is a look-through<br />

into the expenses incurred by <strong>Prudential</strong> Insurance’s agency network and expenses that are considered to be related to the<br />

production of new insurance business are deferred. The cost of policy issuance and underwriting are also considered to be<br />

related primarily to the production of new insurance and annuity business and are fully deferred.<br />

DAC is subject to recoverability testing at the end of each accounting period. DAC, for applicable products, is adjusted for the<br />

impact of unrealized gains or losses on investments as if these gains or losses had been realized, with corresponding credits or<br />

charges included in “Accumulated other comprehensive income (loss).”<br />

Policy acquisition costs related to interest-sensitive and variable life products and certain investment-type products are deferred<br />

and amortized over the expected life of the contracts (the periods range from 25 to 99 years) in proportion to estimated gross<br />

profits arising principally from investment results, mortality and expense margins, and surrender charges based on historical<br />

and anticipated future experience, which is updated periodically. The effect of changes to estimated gross profits on<br />

unamortized deferred acquisition costs is reflected in “General administrative and other expenses” in the period such estimated<br />

gross profits are revised.<br />

DAC related to term insurance are amortized over the expected life of the contracts in proportion to premium income. For<br />

guaranteed investment contracts, acquisition costs are expensed as incurred.<br />

B- 7


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

The Company and <strong>Prudential</strong> Insurance have offered programs under which policyholders, for a selected product or group of<br />

products, can exchange an existing policy or contract issued by the Company or <strong>Prudential</strong> Insurance for another form of policy<br />

or contract. These transactions are known as internal replacements. If policyholders surrender traditional life insurance policies<br />

in exchange for life insurance policies that do not have fixed and guaranteed terms, the Company immediately charges to<br />

expense an estimate of the remaining unamortized DAC on the surrendered policies. For other internal replacement<br />

transactions, the unamortized DAC on the surrendered policies is immediately charged to expense if the terms of the new<br />

policies are not substantially similar to those of the former policies. If the new policies have terms that are substantially similar<br />

to those of the earlier policies, the DAC is retained with respect to the new policies and amortized over the expected life of the<br />

new policies. The Company expects to adopt Statement of Position (“SOP”) 05-1 “Accounting by Insurance Enterprises for<br />

Deferred Acquisition Costs in Connection with Modifications or Exchanges of Insurance Contracts” on January 1, 2007. See<br />

“New Accounting Pronouncements.”<br />

Reinsurance recoverables<br />

Reinsurance recoverables include corresponding payables and receivables associated with reinsurance arrangements with<br />

affiliates. For additional information about these arrangements see Note 13 to the Financial Statements.<br />

Separate account assets and liabilities<br />

Separate account assets and liabilities are reported at fair value and represent segregated funds, which are invested for certain<br />

policyholders, pension funds and other customers. The assets consist of equity securities, fixed maturities, real estate related<br />

investments, real estate mortgage loans and short-term investments. The assets of each account are legally segregated and are<br />

generally not subject to claims that arise out of any other business of the Company. Investment risks associated with market<br />

value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to<br />

certain accounts. See Note 12 to the Consolidated Financial Statements for additional information regarding separate account<br />

arrangements with contractual guarantees. The investment income and gains or losses for separate accounts generally accrue to<br />

the policyholders and are not included in the Consolidated Statements of Operations. Mortality, policy administration and<br />

surrender charges assessed against the accounts are included in “Policy charges and fee income.” Asset management fees<br />

charged to the accounts are included in “Asset management fees.”<br />

Deferred sales inducements<br />

The Company provides sales inducements to contractholders, which primarily include an up-front bonus added to the<br />

contractholder’s initial deposit for certain annuity contracts. They are amortized using the same methodology and assumptions<br />

used to amortize deferred policy acquisition costs. The amortization expense is included as a component of interest credited to<br />

policyholders’ account balances. As of December 31, 2006 and 2005, deferred sales inducement costs were $183 million and<br />

$139 million, respectively.<br />

Other assets, and other liabilities<br />

Other assets consist primarily of premiums due, certain restricted assets, and receivables resulting from sales of securities that<br />

had not yet settled at the balance sheet date. Other liabilities consist primarily of accrued expenses, technical overdrafts, and<br />

payables resulting from purchases of securities that had not yet been settled at the balance sheet date.<br />

Policyholders’ Account Balances<br />

The Company’s liability for policyholders’ account balances represents the contract value that has accrued to the benefit of the<br />

policyholder as of the balance sheet date. This liability is generally equal to the accumulated account deposits plus interest<br />

credited less policyholders’ withdrawals and other charges assessed against the account balance. These policyholders’ account<br />

balances also include provision for benefits under non-life contingent payout annuities.<br />

Future Policy Benefits<br />

The Company’s liability for future policy benefits is primarily comprised of the present value of estimated future payments to<br />

or on behalf of policyholders, where the timing and amount of payment depends on policyholder mortality, less the present<br />

value of future net premiums. For life insurance, expected mortality is generally based on the Company’s historical experience<br />

or standard industry tables. Interest rate assumptions are based on factors such as market conditions and expected investment<br />

returns. Although mortality and interest rate assumptions are “locked-in” upon the issuance of new insurance or annuity<br />

business with fixed and guaranteed terms, significant changes in experience or assumptions may require us to provide for<br />

expected future losses on a product by establishing premium deficiency reserves. The Company’s liability for future policy<br />

benefits is also inclusive of liabilities for guarantee benefits related to certain non-traditional long duration life and annuity<br />

contracts, which are discussed more fully in Note 8. Premium deficiency reserves, if required, are determined based on<br />

assumptions at the time the premium deficiency reserve is established and do not include a provision for the risk of adverse<br />

deviation.<br />

B- 8


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Unpaid Claims<br />

Unpaid claims include estimates of claims that the Company believes have been incurred, but have not yet been reported<br />

(“IBNR”) as of the balance sheet date and is an estimate of the amount of loss will ultimately incur on reported claims.<br />

Consistent with industry accounting practice, we do not establish loss reserves until a loss has occurred. These IBNR estimates,<br />

and estimates of the amounts of loss we will ultimately incur on reported claims net of reinsurance, are based in part on our<br />

historical experience, and are regularly adjusted to reflect actual claims experience. When actual experience differs from our<br />

previous estimate, the resulting difference, net of reinsurance will be included in our reported results for the period of the<br />

change in estimate in the “Policyholders’ benefits” caption in our statements of operations. On an ongoing basis, trends in<br />

actual experience are a significant factor in the determination of claim reserve levels.<br />

Contingent Liabilities<br />

Amounts related to contingent liabilities are accrued if it is probable that a liability has been incurred and an amount is<br />

reasonably estimable. Management evaluates whether there are incremental legal or other costs directly associated with the<br />

ultimate resolution of the matter that are reasonably estimable and, if so, they are included in the accrual.<br />

Insurance Revenue and Expense Recognition<br />

Premiums from term life insurance policies are recognized when due and a liability for future policy benefits is recorded when<br />

premiums are recognized using the net level premium method. Benefits are recorded as an expense when they are incurred.<br />

Amounts received as payment for variable and universal life and deferred annuities are reported as deposits to “Policyholders’<br />

account balances”, and variable life and annuity premiums are reported as deposits to separate account liabilities. Revenues<br />

from these contracts reflected as “Policy charges and fee income” consist primarily of fees assessed during the period against<br />

the policyholders’ account balances and separate account balances for mortality charges, policy administration charges and<br />

surrender charges. Benefits and expenses for these products include claims in excess of related account balances, expenses of<br />

contract administration, interest credited to policyholders’ account balances and amortization of DAC.<br />

Premiums, benefits and expenses are stated net of reinsurance ceded to other companies. Estimated reinsurance recoverables<br />

and the cost of reinsurance are recognized over the life of the reinsured policies using assumptions consistent with those used to<br />

account for the underlying policies.<br />

Asset management fees<br />

The Company receives asset management fee income from policyholders’ account balances invested in The <strong>Prudential</strong> Series<br />

Funds or, “PSF,” which are a portfolio of mutual fund investments related to the Company’s separate account products (see<br />

Note 13 to the Consolidated Financial Statements). In addition, the Company receives fees from policyholders’ account<br />

balances invested in funds managed by companies other than <strong>Prudential</strong> Insurance. Asset management fees are recognized as<br />

income when earned.<br />

Derivative Financial Instruments<br />

Derivatives are financial instruments whose values are derived from interest rates, foreign exchange rates, financial indices, or<br />

the value of securities or commodities. Derivative financial instruments used by the Company may be exchange-traded or<br />

contracted in the over-the-counter market. Derivative positions are carried at fair value, generally by obtaining quoted market<br />

prices or through the use of pricing models. Values can be affected by changes in interest rates, foreign exchange rates, credit<br />

spreads, market volatility, expected returns and liquidity. Values can also be affected by changes in estimates and assumptions<br />

including those related to counterparty behavior used in pricing models.<br />

Derivatives are used to manage the characteristics of the Company’s asset/liability mix, manage the interest rate and currency<br />

characteristics of assets or liabilities. Additionally, derivatives may be used to seek to reduce exposure to interest rate and<br />

foreign currency risks associated with assets held or expected to be purchased or sold, and liabilities incurred or expected to be<br />

incurred.<br />

Derivatives are recorded as assets, within “Other long-term investments,” or as liabilities, within “Other liabilities,” in the<br />

Consolidated Statement of Financial Position except for embedded derivatives, which are recorded in the Consolidated<br />

Statement of Financial Position with the associated host contract. As discussed in detail below and in Note 11, all realized and<br />

unrealized changes in fair value of derivatives, with the exception of the effective portion of cash flow hedges, are recorded in<br />

B- 9


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

current earnings. Cash flows from these derivatives are reported in the operating or investing activities section in the Consolidated<br />

Statements of Cash Flows.<br />

The Company designates derivatives as either (1) a hedge of the fair value of a recognized asset or liability or unrecognized firm<br />

commitment (“fair value” hedge), (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid<br />

related to a recognized asset or liability (“cash flow” hedge), (3) a foreign currency fair value or cash flow hedge (“foreign<br />

currency” hedge), (4) a hedge of a net investment in a foreign operation, or (5) a derivative entered into as an economic hedge that<br />

does not qualify for hedge accounting. During the years ended December 31, 2006, 2005 and 2004 derivatives qualifying for hedge<br />

accounting were not material.<br />

If a derivative does not qualify for hedge accounting, all changes in its fair value, including net receipts and payments, are<br />

included in “Realized investment gains (losses), net” without considering changes in the fair value of the economically<br />

associated assets or liabilities.<br />

The Company is a party to financial instruments that may contain derivative instruments that are “embedded” in the financial<br />

instruments. At inception, the Company assesses whether the economic characteristics of the embedded derivative are clearly and<br />

closely related to the economic characteristics of the remaining component of the financial instrument (i.e., the host contract) and<br />

whether a separate instrument with the same terms as the embedded instrument would meet the definition of a derivative<br />

instrument. When it is determined that (1) the embedded derivative possesses economic characteristics that are not clearly and<br />

closely related to the economic characteristics of the host contract, and (2) a separate instrument with the same terms would qualify<br />

as a derivative instrument, the embedded derivative is separated from the host contract, carried at fair value, and changes in its fair<br />

value are included in “Realized investment gains (losses), net.”<br />

Income Taxes<br />

The Company and its subsidiaries are members of the consolidated federal income tax return of <strong>Prudential</strong> Financial and file<br />

separate company state and local tax returns. Pursuant to the tax allocation arrangement with <strong>Prudential</strong> Financial, total federal<br />

income tax expense is determined on a separate company basis. Members with losses record tax benefits to the extent such losses<br />

are recognized in the consolidated federal tax provision.<br />

Deferred income taxes are recognized, based on enacted rates, when assets and liabilities have different values for financial<br />

statement and tax reporting purposes. A valuation allowance is recorded to reduce a deferred tax asset to the amount expected to be<br />

realized.<br />

New Accounting Pronouncements<br />

In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159, “The Fair Value Option for<br />

Financial Assets and Financial Liabilities,” including an amendment of FASB Statement No. 115. This statement provides<br />

companies with an option to report selected financial assets and liabilities at fair value. This statement is effective for fiscal<br />

years beginning after November 15, 2007 with early adoption permitted. The Company is currently assessing the impact of<br />

SFAS No. 159 on its financial position and results of operations.<br />

In September 2006, the Staff of the SEC issued Staff Accounting Bulletin (“SAB”) No. 108, “Considering the Effects of Prior<br />

Year Misstatements when Quantifying Misstatements in Current Year Financial Statements.” The interpretations in this SAB<br />

express the Staff’s views regarding the process of quantifying financial statement misstatements. Specifically, the SEC staff<br />

believes that registrants must quantify the impact on current period financial statements of correcting all misstatements,<br />

including both those occurring in the current period and the effect of reversing those that have accumulated from prior periods.<br />

This SAB should be applied beginning with the first fiscal year ending after November 15, 2006, with early adoption<br />

encouraged. Since the Company’s method for quantifying financial statement misstatements already considers those occurring<br />

in the current period and the effect of reversing those that have accumulated from prior periods, the adoption of SAB No. 108<br />

had no effect to the financial position and result of operations of the Company.<br />

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements.” This Statement defines fair value, establishes<br />

a framework for measuring fair value in generally accepted accounting principles, and requires additional disclosures about fair<br />

value measurements. This Statement does not require any new fair value measurements, but the application of this Statement<br />

could change current practices in determining fair value. The Company plans to adopt this guidance effective January 1, 2008.<br />

The Company is currently assessing the impact of SFAS No. 157 on the Company’s consolidated financial position and results<br />

of operations.<br />

B- 10


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

In July 2006, the FASB issued FASB Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes” an<br />

interpretation of FASB Statement No. 109. This Interpretation prescribes a comprehensive model for how a company should<br />

recognize, measure, present, and disclose in its financial statements uncertain tax positions that a company has taken or expects<br />

to take on a tax return. FIN No. 48 is effective for fiscal years beginning after December 15, 2006. The Company expects to<br />

adopt FIN No. 48 on January 1, 2007. The Company’s adoption of this guidance will not have a material effect on the<br />

Company’s consolidated financial position and results of operations.<br />

On February 16, 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Instruments.” This statement provides<br />

an election, on an instrument by instrument basis, to measure at fair value an entire hybrid financial instrument that contains an<br />

embedded derivative requiring bifurcation, rather than measuring only the embedded derivative on a fair value basis. This<br />

statement also removes an exception from the requirement to bifurcate an embedded derivative feature from a beneficial<br />

interest in securitized financial assets. The new requirement to identify embedded derivatives in beneficial interest will be<br />

applied on a prospective basis only to beneficial interest acquired, issued, or subject to certain remeasurement conditions after<br />

the adoption date of the new guidance. The Company plans to adopt this guidance effective January 1, 2007. The Company's<br />

adoption of this guidance is not expected to have a material effect on the Company's consolidated financial position or results of<br />

operations.<br />

In November 2005, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) FAS 115-1 and<br />

FAS 124-1, “The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments.” This FSP<br />

provides impairment models for determining whether to record impairment losses associated with investments in certain equity<br />

and debt securities, primarily by referencing existing accounting guidance. It also requires income to be accrued on a levelyield<br />

basis following an impairment of debt securities, where reasonable estimates of the timing and amount of future cash<br />

flows can be made. The Company adopted this guidance effective January 1, 2006, and it did not have a material effect on the<br />

Company’s consolidated results of operations.<br />

In September 2005, the Accounting Standards Executive Committee (“AcSEC”) of the American Institute of Certified Public<br />

Accountants (“AICPA”) issued Statement of Position (“SOP”) 05-1, “Accounting by Insurance Enterprises for Deferred<br />

Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts.” SOP 05-1 provides guidance on<br />

accounting by insurance enterprises for deferred acquisition costs on internal replacements of insurance and investment<br />

contracts other than those specifically described in SFAS No. 97. The SOP defines an internal replacement as a modification in<br />

product benefits, features, rights, or coverages that occurs by the exchange of a contract for a new contract, or by amendment,<br />

endorsement, or rider to a contract, or by the election of a feature or coverage within a contract. This SOP is effective for<br />

internal replacements occurring in fiscal years beginning after December 15, 2006. The Company will adopt SOP 05-1 on<br />

January 1, 2007. The Company’s adoption of this guidance will not have a material effect on the Company’s consolidated<br />

financial position and results of operations.<br />

In December 2003, the FASB issued FIN No. 46(R), “Consolidation of Variable Interest Entities,” which revised the original<br />

FIN No. 46 guidance issued in January 2003. FIN No. 46(R) addresses whether certain types of entities, referred to as variable<br />

interest entities (“VIEs”), should be consolidated in a company’s financial statements. A VIE is an entity that either (1) has<br />

equity investors that lack certain essential characteristics of a controlling financial interest (including the ability to control the<br />

entity, the obligation to absorb the entity’s expected losses and the right to receive the entity’s expected residual returns) or (2)<br />

lacks sufficient equity to finance its own activities without financial support provided by other entities, which in turn would be<br />

expected to absorb at least some of the expected losses of the VIE. An entity should consolidate a VIE if, as the primary<br />

beneficiary, it stands to absorb a majority of the VIE’s expected losses or to receive a majority of the VIE’s expected residual<br />

returns. On December 31, 2003, the Company adopted FIN No. 46(R) for all special purpose entities (“SPEs”) and for<br />

relationships with all VIEs that began on or after February 1, 2003. On March 31, 2004, the Company implemented FIN No.<br />

46(R) for relationships with potential VIEs that are not SPEs. The transition to FIN No. 46(R) did not have a material effect on<br />

the Company’s consolidated financial position or results of operations.<br />

In July 2003, the Accounting Standards Executive Committee (“AcSEC”) of the American Institute of Certified Public<br />

Accountants (“AICPA”) issued Statement of Position (“SOP”) 03-1, “Accounting and Reporting by Insurance Enterprises for<br />

B- 11


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)<br />

Certain Nontraditional Long-Duration Contracts and for Separate Accounts.” AcSEC issued this SOP to address the need for<br />

interpretive guidance in three areas: separate account presentation and valuation; the classification and valuation of certain<br />

long-duration contract liabilities; and the accounting recognition given sales inducements (bonus interest, bonus credits and<br />

persistency bonuses).<br />

The effect of adopting SOP 03-1 was a charge of $9 million, net of $5 million of taxes, which was reported as a “Cumulative<br />

effect of accounting change, net of taxes” in the results of operations for the year ended December 31, 2004. This charge<br />

reflects the net impact of converting certain individual market value adjusted annuity contracts from separate account<br />

accounting treatment to general account accounting treatment, including carrying the related liabilities at accreted value, and<br />

the effect of establishing reserves for guaranteed minimum death benefit provisions of the Company’s variable annuity and<br />

variable life contracts. The Company also recognized a cumulative effect of accounting change related to unrealized investment<br />

gains within “Accumulated other comprehensive income, net of taxes” of $4 million, net of $3 million of taxes, for the year<br />

ended December<br />

31, 2004. Upon adoption of SOP 03-1, approximately $400 million in “Separate account assets” were reclassified resulting in<br />

an increase in “Fixed maturities, available for sale”, as well as changes in other non-separate account assets. Similarly, upon<br />

adoption, approximately $400 million in “separate account liabilities” were reclassified resulting in increases in “Policyholders’<br />

account balances” as well as changes in other non-separate account liabilities.<br />

In June 2004, the FASB issued FSP No. 97-1, “Situations in Which Paragraphs 17(b) and 20 of FASB Statement No. 97,<br />

Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses<br />

from the Sale of Investments, Permit or Require Accrual of an Unearned Revenue Liability.” FSP 97-1 clarifies the accounting<br />

for unearned revenue liabilities of certain universal-life type contracts under SOP 03-1. The Company’s adoption of FSP 97-1<br />

on July 1, 2004 did not change its accounting for unearned revenue liabilities and, therefore, had no impact on the Company’s<br />

consolidated financial position or results of operations. In September 2004, the AICPA SOP 03-1 Implementation Task Force<br />

issued a Technical Practice Aid (“TPA”) to clarify certain aspects of SOP 03-1. The implementation of this TPA during the<br />

third quarter of 2004 had no impact on the Company’s consolidated financial position or results of operations.<br />

Reclassifications<br />

Certain amounts in the prior years have been reclassified to conform to the current year presentation.<br />

B- 12


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

3. INVESTMENTS<br />

Fixed Maturities:<br />

The following tables provide additional information relating to fixed maturities as of December 31:<br />

Amortized<br />

Cost<br />

2006<br />

Gross<br />

Gross<br />

Unrealized Unrealized<br />

Gains Losses<br />

(in thousands)<br />

Fair Value<br />

Fixed maturities, available for sale<br />

U.S. Treasury securities and obligations of<br />

U.S. government corporations and agencies $ 32,117 $ 380 $ 92 $ 32,405<br />

States, municipalities and political subdivisions 105,339 3,252 147 108,444<br />

Foreign government bonds 41,428 5,437 59 46,806<br />

Mortgage-backed securities 553,529 8,281 930 560,880<br />

Asset-Backed Securities 1,096,556 3,959 4,841 1,095,674<br />

Public utilities 435,076 13,246 2,492 445,830<br />

All other corporate bonds 2,586,469 51,360 16,594 2,621,235<br />

Total fixed maturities, available for sale $ 4,850,514 $ 85,915 $ 25,155 $ 4,911,274<br />

Amortized<br />

Cost<br />

2005<br />

Gross<br />

Gross<br />

Unrealized Unrealized<br />

Gains Losses<br />

(in thousands)<br />

Fair Value<br />

Fixed maturities, available for sale<br />

U.S. Treasury securities and obligations of<br />

U.S. government corporations and agencies $ 95,239 $ 295 $ 133 $ 95,401<br />

States, municipalities and political subdivisions 108,908 5,233 139 114,002<br />

Foreign government bonds 62,491 5,290 12 67,769<br />

Mortgage-backed securities 550,823 283 9,258 541,848<br />

Asset-Backed Securities 777,236 4,139 6,403 774,972<br />

Public utilities 709,479 17,906 5,744 721,641<br />

All other corporate bonds 3,812,346 69,899 39,350 3,842,895<br />

Total fixed maturities, available for sale $ 6,116,522 $ 103,045 $ 61,039 $ 6,158,528<br />

B- 13


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

3. INVESTMENTS (continued)<br />

The amortized cost and estimated fair value of fixed maturities, by contractual maturities at December 31, 2006 is shown<br />

below:<br />

Available for sale<br />

Amortized<br />

Fair<br />

Cost<br />

Value<br />

(in thousands)<br />

Due in one year or less $ 347,508 $ 347,765<br />

Due after one year through five years 1,815,797 1,839,840<br />

Due after five years through ten years 1,271,237 1,281,623<br />

Due after ten years 862,443 881,165<br />

Mortgage-backed securities 553,529 560,881<br />

Total $ 4,850,514 $ 4,911,274<br />

Actual maturities may differ from contractual maturities because issuers have the right to call or prepay obligations.<br />

Proceeds from the sale of fixed maturities available for sale during 2006, 2005, and 2004, were $4,378 million, $3,553 million,<br />

and $1,500 million, respectively. Proceeds from the maturity of fixed maturities available for sale during 2006, 2005, and<br />

2004, were $781 million, $1,080 million, and $794 million, respectively. Gross gains of $16 million, $26 million, and $27<br />

million and gross losses of $74 million, $26 million, and $17 million were realized on those sales during 2006, 2005, and 2004,<br />

respectively.<br />

Writedowns for impairments, which were deemed to be other than temporary for fixed maturities were $1.0 million for each of<br />

the years, ended December 31, 2006, 2005 and 2004, respectively.<br />

Other Long-Term Investments<br />

The following table provides information relating to other long-term investments as of December 31:<br />

2006 2005<br />

(in thousands)<br />

Joint ventures and limited partnerships $ 15,201 $ 4,390<br />

Company’s investment in Separate accounts 38,738 33,710<br />

Derivatives (2,973) (3,876)<br />

Equity securities 29,683 31,281<br />

Total other long- term investments $ 80,649 $ 65,505<br />

The Company’s share of net income (loss) from the joint ventures was $0.4 million, $(0.7) million, and $1.0 million for each of<br />

the years ended December 31, 2006, 2005, and 2004, respectively, and is reported in “Net investment income.”<br />

Investment Income and Investment Gains and Losses<br />

Net investment income arose from the following sources for the years ended December 31:<br />

2006 2005 2004<br />

(in thousands)<br />

Fixed maturities, available for sale $ 322,832 $ 354,943 $ 327,899<br />

Policy loans 48,493 47,368 46,935<br />

Commercial loans 22,662 6,367 19<br />

Short-term investments and cash equivalents 25,564 15,898 7,685<br />

Other 7,258 6,391 3,962<br />

Gross investment income 426,809 430,967 386,500<br />

Less: investment expenses (25,373) (26,922) (12,948)<br />

Net investment income $ 401,436 $ 404,045 $ 373,552<br />

B- 14


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

3. INVESTMENTS (continued)<br />

Realized investment (losses)/ gains, net including charges for other than temporary reductions in value, for the years ended<br />

December 31, were from the following sources:<br />

2006 2005 2004<br />

(in thousands)<br />

Fixed maturities, available for sale $ (59,482) $ (1,722) $ 9,034<br />

Derivatives (2,437) 3,385 (5,801)<br />

Other (830) (2,112) 1,778<br />

Realized investment gains (losses), net $ (62,749) $ (449) $ 5,011<br />

Commercial Loans<br />

The Company’s commercial loans are comprised as follows as at December 31:<br />

Amount<br />

(in thousands)<br />

2006 2005<br />

% of<br />

Amount<br />

Total (in thousands)<br />

% of<br />

Total<br />

Collateralized loans by property type<br />

Industrial buildings $ 124,464 24.3 % $ 90,571 33.4 %<br />

Retail stores 107,401 21.1 % 47,968 17.7 %<br />

Apartment complexes 86,844 17.0 % 70,701 26.0 %<br />

Office buildings 78,463 15.3 % 20,675 7.6 %<br />

Agricultural properties 43,122 8.4 % 37,287 13.7 %<br />

Other 71,238 13.9 % 4,229 1.6 %<br />

Total collateralized loans 511,532 100.0 % 271,431 100.0 %<br />

Valuation allowance (3,438) (2,270)<br />

Total net collateralized loans 508,094 269,161<br />

Total commercial loans $ 508,094 $ 269,161<br />

The commercial loans are geographically dispersed throughout the United States with the largest concentrations in California<br />

(22%) and New Jersey (14%) at December 31, 2006.<br />

Activity in the allowance for losses for all commercial loans, for the years ended December 31, is as follows:<br />

2006 2005 2004<br />

(in thousands)<br />

Allowance for losses, beginning of year $ 2,270 $ - $ -<br />

Addition (release) of allowance for losses 1,168 2,270 -<br />

Charge-offs, net of recoveries - - -<br />

Change in foreign exchange - - -<br />

Allowance for losses, end of year $ 3,438 $ 2,270 $ -<br />

B- 15


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

3. INVESTMENTS (continued)<br />

Net Unrealized Investment Gains (Losses)<br />

Net unrealized investment gains (losses) on securities available for sale are included in the Consolidated Statements of Financial Position as a<br />

component of “Accumulated other comprehensive income (loss), net of tax.” Changes in these amounts include reclassification adjustments<br />

to exclude from “Accumulated other comprehensive income (loss), net of tax” those items that are included as part of “Net income” for a<br />

period that also had been part of “Accumulated other comprehensive income (loss), net of tax” in earlier periods. The amounts for the years<br />

ended December 31, net of taxes, are as follows:<br />

Net Unrealized<br />

Gains (Losses)<br />

on Investments<br />

Deferred<br />

Policy<br />

Acquisition<br />

Costs<br />

Policyholders’<br />

Account<br />

Balances<br />

Deferred<br />

Income Tax<br />

(Liability)<br />

Benefit<br />

Accumulated<br />

Other<br />

Comprehensive<br />

Income (Loss)<br />

Related to Net<br />

Unrealized<br />

Investment<br />

Gains (Losses)<br />

(in thousands)<br />

Balance, January 1, 2004 271,789 (121,365) 17,758 (60,495) 107,687<br />

Net investment gains (losses) on investments<br />

arising during the period (72,565) - - 26,651 (45,914)<br />

Purchase of fixed maturities from an affiliate<br />

(see Note 13) 7,314 - - (2,560) 4,754<br />

Cumulative effect of change in accounting<br />

principle<br />

27,505 (21,208)<br />

- (2,267) 4,030<br />

Reclassification adjustment for gains (losses)<br />

included in net income<br />

(8,888)<br />

-<br />

-<br />

3,111<br />

(5,777)<br />

Impact of net unrealized investment gains<br />

(losses) on deferred policy acquisition costs - 11,592 - (4,057) 7,535<br />

Impact of net unrealized investment gains<br />

(losses) on policyholders’ account balances - - 3,130 (918) 2,212<br />

Balance, December 31, 2004 225,155 (130,981) 20,888 (40,535) 74,527<br />

Net investment gains (losses) on investments<br />

arising during the period (179,640) - - 62,491 (117,149)<br />

Reclassification adjustment for gains (losses)<br />

included in net income 1,534 - - (537) 997<br />

Impact of net unrealized investment gains<br />

(losses) on deferred policy acquisition costs - 103,437 - (36,203) 67,234<br />

Impact of net unrealized investment gains<br />

(losses) on policyholders’ account balances - - (10,783) 3,774 (7,009)<br />

Balance, December 31, 2005 47,049 (27,544) 10,105 (11,010) 18,600<br />

Net investment gains (losses) on investments<br />

arising during the period 76,107 - - (27,198) 48,909<br />

Reclassification adjustment for gains (losses)<br />

included in net income (59,142) - - 20,700 (38,442)<br />

Impact of net unrealized investment gains<br />

(losses) on deferred policy acquisition costs - (10,546) - 3,691 (6,855)<br />

Impact of net unrealized investment gains<br />

(losses) on policyholders’ account balances - - 4,435 (1,552) 2,883<br />

Balance, December 31, 2006 $ 64,014 $ (38,090) $ 14,540 $ (15,369) $ 25,095<br />

B- 16


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

3. INVESTMENTS (continued)<br />

The table below presents net unrealized gains on investments by asset class at December 31,<br />

2006 2005 2004<br />

(in thousands)<br />

Fixed maturities, available for sale $ 60,760 $ 42,007 $ 221,599<br />

Other long-term investments 3,254 5,042 3,556<br />

Unrealized gains on investments $ 64,014 $ 47,049 $ 225,155<br />

Included in other long-term investments are equity securities.<br />

Duration of Gross Unrealized Loss Positions for Fixed Maturities<br />

The following table shows the fair value and gross unrealized losses aggregated by investment category and length of time that<br />

individual fixed maturity securities have been in a continuous unrealized loss position, as of December 31, 2006 and 2005<br />

respectively:<br />

Fixed maturities, available for sale: 2006<br />

Less than twelve<br />

months<br />

Fair<br />

Value<br />

Unrealized<br />

Losses<br />

Twelve months<br />

or more<br />

Fair Unrealized<br />

Value Losses<br />

(in thousands)<br />

Fair<br />

Value<br />

Total<br />

Unrealized<br />

Losses<br />

U.S. Treasury securities and obligations of<br />

U.S. government corporations and agencies $ 10,782 $ 41 $ 9,995 $ 198 $ 20,777 $ 239<br />

Foreign government bonds<br />

5,695 15 2,663 45 8,358 60<br />

Corporate securities<br />

753,102 4,500 691,629 19,427 1,444,731 23,927<br />

Mortgage-backed securities<br />

25,626 68 37,363 861 62,989 929<br />

Total<br />

$795,205 $ 4,624 $741,650 $ 20,531 $1,536,855 $ 25,155<br />

Fixed maturities, available for sale: 2005<br />

U.S. Treasury securities and obligations of<br />

U.S. government corporations and agencies $ 69,355 $ 148 $ 3,882 $ 124 $ 73,237 $ 272<br />

Foreign government bonds<br />

786 7 174 5 960 12<br />

Corporate securities<br />

2,272,623 41,195 331,991 10,302 2,604,614 51,497<br />

Mortgage-backed securities<br />

494,304 8,650 22,912 608 517,216 9,258<br />

Total<br />

$2,837,068 $ 50,000 $358,959 $ 11,039 $3,196,027 $ 61,039<br />

As of December 31, 2006, gross unrealized losses on fixed maturities totaled $25 million comprising 325 issuers. Of this amount,<br />

there was $4.6 million in the less than twelve months category comprising 149 issuers and $20.5 million in the greater than twelve<br />

months category comprising 176 issuers. There were 3 individual issuers with gross unrealized losses greater than $1 million. The<br />

gross unrealized losses of less than twelve months are comprised of $0.4 million of investment grade securities. Approximately $8<br />

million of gross unrealized losses of twelve months or more were concentrated in the finance and manufacturing sectors. Based on<br />

a review of the above information in conjunction with other factors as outlined in our policy surrounding other than temporary<br />

impairments (see Note 2 to the Consolidated Financial Statements), we have concluded that an adjustment for other than temporary<br />

impairments for these securities was not warranted at December 31, 2006.<br />

As of December 31, 2005, gross unrealized losses on fixed maturities totaled $61 million comprising 557 issuers. Of this amount,<br />

there was $50 million in the less than twelve months category comprising 444 issuers and $11 million in the greater than twelve<br />

months category comprising 113 issuers. There were 5 individual issuers with gross unrealized losses greater than $1.1 million.<br />

$48 million of gross unrealized losses of less than twelve months is comprised of investment grade securities. Approximately half<br />

of gross unrealized losses of twelve months or more were concentrated in the finance and manufacturing sectors. Based on a review<br />

of the above information in conjunction with other factors as outlined in our policy surrounding other than temporary impairments<br />

B- 17


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

3.INVESTMENTS (continued)<br />

(see Note 2 to the Consolidated Financial Statements), we have concluded that an adjustment for other than temporary<br />

impairments for these securities was not warranted at December 31, 2005.<br />

Securities Pledged, Restricted Assets and Special Deposits<br />

The Company pledges investment securities it owns to unaffiliated parties through certain transactions including securities<br />

lending, securities sold under agreements to repurchase, and futures contracts. At December 31, 2006 and 2005, the carrying<br />

value of fixed maturities available for sale pledged to third parties as reported in the Consolidated Statements of Financial<br />

Position were $142 million and $393 million, respectively.<br />

Fixed maturities of $4 million at December 31, 2006 and 2005 were on deposit with governmental authorities or trustees as<br />

required by certain insurance laws.<br />

4. DEFERRED POLICY ACQUISITION COSTS<br />

The balances of and changes in deferred policy acquisition costs as of and for the years ended December 31, are as follows:<br />

2006 2005 2004<br />

(in thousands)<br />

Balance, beginning of year $ 1,663,003 $ 1,429,027 $ 1,380,710<br />

Capitalization of commissions, sales and issue expenses 383,410 340,260 221,237<br />

Amortization (76,436) (209,721) (186,408)<br />

Change in unrealized investment gains (10,546) 103,437 11,592<br />

Impact of adoption of SOP 03-1 - - 1,896<br />

Balance, end of year $ 1,959,431 $ 1,663,003 $ 1,429,027<br />

Deferred acquisition costs include reductions in capitalization and amortization related to the reinsurance expense allowances<br />

resulting from the coinsurance treaty with <strong>Prudential</strong> Reinsurance Captive Company or “PARCC,” discussed in Note 13 to the<br />

Consolidated Financial Statements below. Ceded capitalization in the above table amounted to $85 million, $69 million and<br />

$151 million in 2006, 2005 and 2004 respectively. Amortization amounted to $16 million, $17 million and $10 million in<br />

2006, 2005 and 2004 respectively.<br />

B- 18


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

5. POLICYHOLDERS’ LIABILITIES<br />

Future policy benefits at December 31, are as follows:<br />

2006 2005<br />

(in thousands)<br />

Life insurance – domestic $ 1,060,657 $ 825,341<br />

Life insurance – Taiwan 592,649 519,189<br />

Individual and group annuities 48,625 47,103<br />

Policy claims and other contract liabilities 63,558 55,084<br />

Total future policy benefits $ 1,765,489 $ 1,446,717<br />

Life insurance liabilities include reserves for death benefits and other policy benefits. Individual and Group annuity liabilities<br />

include reserves for annuities with life contingencies that are in payout status.<br />

Future policy benefits for domestic and Taiwan individual non-participating traditional life insurance policies are equal to the<br />

aggregate of (1) the present value of future benefit payments and related expenses, less the present value of future net<br />

premiums, and (2) any premium deficiency reserves. Assumptions as to mortality and persistency are based on the Company’s<br />

experience, and in certain instances, industry experience, when the basis of the reserve is established. Interest rates range from<br />

2.50% to 8.25% for setting domestic insurance reserves and 6.18% to 7.43% for setting Taiwan reserves.<br />

Future policy benefits for individual and group annuities are equal to the aggregate of 1) the present value of expected future<br />

payments on the basis of actuarial assumptions established at issue, and 2) any premium deficiency reserves. Assumptions as to<br />

mortality are based on the Company’s experience when the basis of the reserve is established. The interest rates used in the<br />

determination of the individual and group annuities reserves range from 3.09% to 14.75%, with approximately 26.03% of the<br />

reserves based on an interest rate in excess of 8.00%. The interest rate used in the determination of group annuities reserves is<br />

14.75%.<br />

Future policy benefits for other contract liabilities are generally equal to the present value of expected future payments based on<br />

the Company’s experience (except for certain group insurance coverages for which future policy benefits are equal to gross<br />

unearned premium reserves). The interest rates used in the determination of the present values range from 5.18% to 6.20%.<br />

Policyholders’ account balances at December 31, are as follows:<br />

2006 2005<br />

(in thousands)<br />

Interest-sensitive life contracts $ 3,021,582 $ 2,720,876<br />

Individual annuities 1,650,069 2,080,547<br />

Guaranteed investment contracts and<br />

guaranteed interest accounts 568,028 740,003<br />

Dividend accumulations and other 244,242 252,317<br />

Total policyholders’ account balances $ 5,483,921 $ 5,793,743<br />

Policyholders’ account balances represent an accumulation of account deposits plus credited interest less withdrawals, expenses<br />

and mortality charges, if applicable. Interest crediting rates range from 3.00% to 5.05% for interest-sensitive life contracts.<br />

Interest crediting rates for individual annuities range from 1.00% to 12.00%, with less than 1.00% of policyholders’ account<br />

balances with interest crediting rates in excess of 8.00%. Interest crediting rates for guaranteed investment contracts and<br />

guaranteed interest accounts range from 3.00% to 6.30%. Interest crediting rates range from 1.50% to 5.00% for dividend<br />

accumulations and other.<br />

6. REINSURANCE<br />

The Company participates in reinsurance, with <strong>Prudential</strong> Insurance, <strong>Prudential</strong> of Taiwan, PARCC, UPARC and other<br />

companies, in order to provide risk diversification, provide additional capacity for future growth and limit the maximum net<br />

loss potential arising from large risks. Life reinsurance is accomplished through various plans of reinsurance, primarily yearly<br />

renewable term and coinsurance. Reinsurance ceded arrangements do not discharge the Company as the primary insurer.<br />

Ceded balances would represent a liability of the Company in the event the reinsurers were unable to meet their obligations to<br />

the Company under the terms of the reinsurance agreements. The likelihood of a material reinsurance liability reassumed by<br />

B- 19


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

6. REINSURANCE (continued)<br />

the Company is considered to be remote.<br />

Effective July 1, 2005, the Company entered into a coinsurance agreement with Pruco Reinsurance Ltd. (Pruco Re) providing<br />

for the 100% reinsurance of its Lifetime Five benefit feature sold on new business after May 5, 2005 as well as for riders issued<br />

from March 15, 2005 forward on business in-force before March 15, 2005.<br />

Effective November 20, 2006, the Company entered into a coinsurance agreement with Pruco Re. providing for the 100%<br />

reinsurance of its Highest Daily Lifetime Five benefit feature sold on its annuities.<br />

Effective October 1, 2006, the Company entered into an agreement to reinsure its universal life policies having no-lapse<br />

guarantees with an affiliated company, Universal <strong>Prudential</strong> Arizona Reinsurance Captive (UPARC). UPARC reinsures 90%<br />

of the net amount of mortality at risk as well as 100% of the risk of uncollectable policy charges and fees associated with the no<br />

lapse provision of these policies.<br />

Reinsurance premiums, commissions, expense reimbursements, benefits and reserves related to reinsured long-duration<br />

contracts are accounted for over the life of the underlying reinsured contracts using assumptions consistent with those used to<br />

account for the underlying contracts. Amounts recoverable from reinsurers, for both long and short duration reinsurance<br />

arrangements, are estimated in a manner consistent with the claim liabilities and policy benefits associated with the reinsured<br />

policies. The affiliated reinsurance agreements, including the Company’s reinsurance of all its Taiwan business as of February<br />

1, 2001, are described further in Note 13 of the Consolidated Financial Statements.<br />

Reinsurance amounts included in the Consolidated Statements of Operations and Comprehensive Income for the year ended<br />

December 31, are as follows:<br />

2006 2005 2004<br />

(in thousands)<br />

Direct premiums and policy charges and fee income $ 1,279,125 $ 1,159,167 $ 992,637<br />

Reinsurance ceded (687,916) (556,706) (307,866)<br />

Premiums and policy charges and fee income 591,209 602,461 $ 684,771<br />

Policyholders’ benefits ceded $ 362,945 $ 294,674 $ 129,125<br />

Reinsurance premiums ceded for interest-sensitive life products is accounted for as a reduction of policy charges and fee<br />

income. Reinsurance ceded for term insurance products is accounted for as a reduction of premiums.<br />

Reinsurance recoverables, included in the Company’s Consolidated Statements of Financial Position at December 31, were as<br />

follows:<br />

2006 2005<br />

(in thousands)<br />

Domestic life insurance – affiliated $ 616,707 $ 416,073<br />

Domestic life insurance - unaffiliated (632) (2,436)<br />

Taiwan life insurance-affiliated 592,649 519,189<br />

$ 1,208,724 $ 932,826<br />

Substantially all reinsurance contracts are with affiliates as of December 31, 2006 and 2005. These contracts are described<br />

further in Note 13 of the Consolidated Financial Statements.<br />

The gross and net amounts of life insurance in force at December 31, were as follows:<br />

2006 2005 2004<br />

(in thousands)<br />

Life insurance face amount in force $ 307,804,610 $ 253,768,618 $ 204,016,616<br />

Ceded (271,758,791) (221,900,847) (179,108,664)<br />

Net amount of life insurance in force $ 36,045,819 $ 31,867,771 $ 24,907,952<br />

B- 20


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

7. INCOME TAXES<br />

The components of income tax expense (benefit) for the years ended December 31, are as follows:<br />

2006 2005 2004<br />

(in thousands)<br />

Current tax (benefit) expense:<br />

U.S. $ 89,030 $ (30,108) $ 61,801<br />

State and local - - (2,119)<br />

Foreign 4 - -<br />

Total 89,034 (30,108) 59,682<br />

Deferred tax expense (benefit):<br />

U.S. (26,572) 51,409 (31,944)<br />

State and local - - (4,860)<br />

Total (26,572) 51,409 (36,804)<br />

Total income tax expense $ 62,462 $ 21,301 $ 22,878<br />

The income tax expense for the years ended December 31, differs from the amount computed by applying the expected federal<br />

income tax rate of 35% to income from operations before income taxes and cumulative effect of accounting change for the<br />

following reasons:<br />

2006 2005 2004<br />

(in thousands)<br />

Expected federal income tax expense $ 113,839 $ 88,276 $ 50,921<br />

IRS settlement for examination period 1997 to 2001 - (32,656) -<br />

State and local income taxes - - (4,537)<br />

Tax credits (7,770) - -<br />

Non taxable investment income (47,030) (29,691) (21,736)<br />

Other 3,423 (4,628) (1,770)<br />

Total income tax expense $ 62,462 $ 21,301 $ 22,878<br />

Deferred tax assets and liabilities at December 31, resulted from the items listed in the following table:<br />

2006 2005<br />

(in thousands)<br />

Deferred tax assets<br />

Insurance reserves $ 119,145 $ 28,029<br />

Investments 15,411 9,709<br />

Other 18,775 4,291<br />

Deferred tax assets 153,331 42,029<br />

Deferred tax liabilities<br />

Deferred acquisition costs 518,262 428,692<br />

Net unrealized gains on securities 19,589 13,076<br />

Other 22,261 29,163<br />

Deferred tax liabilities 560,112 470,931<br />

Net deferred tax liability $ 406,781 $ 428,902<br />

B- 21


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

7. INCOME TAXES (continued)<br />

Management believes that based on its historical pattern of taxable income, the Company and its subsidiaries will produce<br />

sufficient income in the future to realize its deferred tax assets. Adjustments to the valuation allowance will be made if there is<br />

a change in management’s assessment of the amount of the deferred tax asset that is realizable.<br />

The amount of income taxes paid by the Company is subject to ongoing audits in various jurisdictions. We reserve for our best<br />

estimate of potential payments/settlements to be made to the Internal Revenue Service (the "Service") and other taxing<br />

jurisdictions for audits ongoing or not yet commenced. In 2006, the Service completed all fieldwork with regards to its<br />

examination of the Company’s federal income tax returns for tax years 2002-2003. The Company anticipates the final report<br />

being submitted to the Joint Committee on Taxation for their review during the first quarter of 2007. The statute of limitations<br />

for the 2002-2003 tax years expires in 2008. In addition, in January 2007 the Service began an examination of tax years 2004<br />

through 2006.<br />

The Company's liability for income taxes includes management's best estimate of potential payments and settlements for audit<br />

periods still subject to review by the Service or other taxing jurisdictions. Audit periods remain open for review until the<br />

statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit<br />

period could result in an adjustment to our liability for income taxes. Any such adjustment could be material to our results of<br />

operations for any given quarterly or annual period based, in part, upon the results of operations for the given period.<br />

On January 26, 2006, the Internal Revenue Service (“IRS”) officially closed the audit of the consolidated federal income tax<br />

returns for the 1997 to 2001 periods. As a result of certain favorable resolutions, the Company’s statement of operations for the<br />

year ended December 31, 2005 includes an income tax benefit of $33 million, reflecting a reduction in the Company’s liability<br />

for income taxes.<br />

For tax year 2007, the Company has chosen to participate in the Service’s new Compliance Assurance Program (the “CAP”).<br />

Under CAP, the Service assigns an examination team to review completed transactions contemporaneously during the 2007 tax<br />

year in order to reach agreement with the Company on how they should be reported in the tax return. If disagreements arise,<br />

accelerated resolutions programs are available to resolve the disagreements in a timely manner before the tax return is filed. It<br />

is management’s expectation this new program will significantly shorten the time period between when the Company files its<br />

federal income tax return and the Service completes its examination of the return.<br />

8. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS<br />

The Company issues traditional variable annuity contracts through its separate accounts for which investment income and<br />

investment gains and losses accrue directly to, and investment risk is borne by, the contractholder. The Company also issues<br />

variable annuity contracts with general and separate account options where the Company contractually guarantees to the<br />

contractholder a return of no less than (1) total deposits made to the contract less any partial withdrawals (“return of net<br />

deposits”), (2) total deposits made to the contract less any partial withdrawals plus a minimum return (“minimum return”), or<br />

(3) the highest contract value on a specified date minus any withdrawals (“contract value”). These guarantees include benefits<br />

that are payable in the event of death, annuitization or at specified dates during the accumulation period including withdrawal<br />

and income benefits payable during specified periods.<br />

The Company also issues annuity contracts with market value adjusted investment options (“MVAs”), which provide for a<br />

return of principal plus a fixed rate of return if held to maturity, or, alternatively, a “market adjusted value” if surrendered prior<br />

to maturity or if funds are reallocated to other investment options. The market value adjustment may result in a gain or loss to<br />

the Company, depending on crediting rates or an indexed rate at surrender, as applicable.<br />

In addition, the Company issues variable life, variable universal life and universal life contracts where the Company<br />

contractually guarantees to the contractholder a death benefit even when there is insufficient value to cover monthly mortality<br />

and expense charges, whereas otherwise the contract would typically lapse (“no lapse guarantee”). Variable life and variable<br />

universal life contracts are offered with general and separate account options similar to variable annuities.<br />

The assets supporting the variable portion of both traditional variable annuities and certain variable contracts with guarantees<br />

are carried at fair value and reported as “Separate account assets” with an equivalent amount reported as “Separate account<br />

liabilities.” Amounts assessed against the contractholders for mortality, administration, and other services are included within<br />

revenue in “Policy charges and fee income” and changes in liabilities for minimum guarantees are generally included in<br />

“Policyholders’ benefits.” In 2006 and 2005 there were no gains or losses on transfers of assets from the general account to a<br />

separate account.<br />

B- 22


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

8. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS (continued)<br />

For those guarantees of benefits that are payable in the event of death, the net amount at risk is generally defined as the current<br />

guaranteed minimum death benefit in excess of the current account balance at the balance sheet date. For guarantees of benefits<br />

that are payable at annuitization, the net amount at risk is generally defined as the present value of the minimum guaranteed<br />

annuity payments available to the contractholder determined in accordance with the terms of the contract in excess of the<br />

current account balance. The Company’s contracts with guarantees may offer more than one type of guarantee in each contract;<br />

therefore, the amounts listed may not be mutually exclusive. As of December 31, 2006 and 2005 the Company had the<br />

following guarantees associated with these contracts, by product and guarantee type:<br />

December 31, 2006 December 31, 2005<br />

In the Event of Death<br />

At Annuitization /<br />

Accumulation (1)<br />

In the Event of Death<br />

At Annuitization /<br />

Accumulation (1)<br />

Variable Annuity Contracts ( in thousands) ( in thousands)<br />

Return of net deposits<br />

Account value $3,646,205 N/A $2,707,932 N/A<br />

Net amount at risk $1,834 N/A $3,758 N/A<br />

Average attained age of contractholders 62 years N/A 62 years N/A<br />

Minimum return or contract value<br />

Account value $10,995,201 $4,980,649 $10,232,599 $3,247,771<br />

Net amount at risk $854,303 $1,029 $1,189,296 $1,013<br />

Average attained age of contractholders 65 years 60 years 64 years 59 years<br />

Average period remaining until earliest expected<br />

N/A 5.00 years N/A 5.94 years<br />

annuitization<br />

(1) Includes income and withdrawal benefits as described herein<br />

Market value adjusted annuities Unadjusted Value Adjusted Value Unadjusted Value Adjusted Value<br />

Account value $251,407 $254,561 $294,401 $299,387<br />

December 31, 2006 December 31, 2005<br />

In the Event of Death<br />

Variable Life, Variable Universal Life and<br />

Universal Life Contracts<br />

(in thousands)<br />

No Lapse Guarantees<br />

Separate account value $2,070,319 $1,869,123<br />

General account value $781,701 $593,514<br />

Net amount at risk $41,159,955 $39,173,240<br />

Average attained age of contractholders 47 years 45 years<br />

Account balances of variable annuity contracts with guarantees were invested in separate account investment options as follows:<br />

December 31, 2006 December 31, 2005<br />

(in thousands)<br />

Equity funds $ 9,601,656 $ 9,464,782<br />

Bond funds 621,970 671,143<br />

Balanced funds 2,303,074 334,223<br />

Money market funds 289,776 228,471<br />

Specialty funds 83,967 44,265<br />

Total $ 12,900,443 $ 10,742,884<br />

B- 23


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

8. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS (continued)<br />

In addition to the above mentioned amounts invested in separate account investment options, $1.741 billion and $2.197 billion<br />

of account balances of variable annuity contracts with guarantees (inclusive of contracts with MVA features) were invested in<br />

general account investment options in 2006 and 2005 respectively.<br />

Liabilities For Guaranteed Benefits<br />

The table below summarizes the changes in general account liabilities for guarantees on variable contracts prior to reinsurance.<br />

The liabilities for guaranteed minimum death benefits (“GMDB”) and guaranteed minimum income benefits (“GMIB”) and<br />

guaranteed minimum income withdrawal benefit (“GMIWB”) are included in “Future policy benefits” and the related changes<br />

in the liabilities are included in “Policyholders’ benefits.” Guaranteed minimum withdrawal benefits (“GMWB”), and<br />

guaranteed minimum income and withdrawals benefits (“GMIWB”), features are considered to be derivatives under SFAS No.<br />

133, and changes in the fair value of the derivative are recognized through “Realized investment gains (losses), net.”<br />

GMDB GMIB GMIWB Total<br />

(in thousands)<br />

Balance as of January 1, 2004 $42,194 2,211 - $44,405<br />

Incurred guarantee benefits (1) 24,700 5,214 - 29,914<br />

Paid guarantee benefits (23,057) - - (23,057)<br />

Balance as of December 31, 2004 $43,837 $7,425 - $51,262<br />

Incurred guarantee benefits (1) 25,021 4,941 (1,370) 28,592<br />

Paid guarantee benefits (16,663) - - (16,663)<br />

Balance as of December 31, 2005 $52,195 $12,366 (1,370) $63,191<br />

Incurred guarantee benefits (1) 32,632 5,370 (6,966) 31,036<br />

Paid guarantee benefits (15,779) - - (15,779)<br />

Balance as of December 31, 2006 $69,048 $17,736 (8,336) $78,448<br />

(1) Incurred guarantee benefits include the portion of assessments established as additions to reserves as well as changes in<br />

estimates effecting the reserves. Also includes changes in the fair value of features considered to be derivatives.<br />

The GMDB liability is determined each period end by estimating the accumulated value of a portion of the total assessments to<br />

date less the accumulated value of the death benefits in excess of the account balance. The portion of assessments used is<br />

chosen such that, at issue, the present value of expected death benefits in excess of the projected account balance and the<br />

portion of the present value of total expected assessments over the lifetime of the contracts are equal. The GMIB liability was<br />

determined by estimating the accumulated value of a percentage of the total assessments to date less the accumulated value of<br />

the projected income benefits in excess of the account balance. The Company regularly evaluates the estimates used and adjusts<br />

the GMDB and GMIB liability balances, with a related charge or credit to earnings, if actual experience or other evidence<br />

suggests that earlier assumptions should be revised.<br />

The present value of death benefits in excess of the projected account balance and the present value of total expected<br />

assessments for GMDB’s were determined over a reasonable range of stochastically generated scenarios. For variable annuities<br />

and variable universal life, 5,000 scenarios were stochastically generated and, from these, 200 scenarios were selected using a<br />

sampling technique. For variable life, various scenarios covering a reasonable range were weighted based on a statistical<br />

lognormal model. For universal life, 1,000 scenarios were stochastically generated and selected.<br />

The GMIWB feature provides a contractholder with two methods to receive guaranteed minimum payments over time - a<br />

"withdrawal" option and an "income" option. Each of these amounts is based on a "protected withdrawal value" (the "GMIWB<br />

Protected Withdrawal Value"). The initial GMIWB Protected Withdrawal Value is determined as of the date that the<br />

contractholder makes his/her first withdrawal under the annuity following the election of the GMIWB. The initial GMIWB<br />

Protected Withdrawal Value is equal to the greatest of three amounts, which, stated generally, are (a) account value, plus<br />

additional purchase payments and any credits, rolled up at a specified percentage for a period of time (b) account value as of the<br />

date of the first withdrawal and (c) a specified highest anniversary value. Under the withdrawal option, the Company<br />

guarantees that a specified percentage of the GMIWB Protected Withdrawal Value can be withdrawn each year until the<br />

GMIWB Protected Withdrawal Value has been exhausted. Under the income option, the Company guarantees that a lesser<br />

B- 24


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

8. CERTAIN NONTRADITIONAL LONG-DURATION CONTRACTS (continued)<br />

percentage of the GMIWB Protected Withdrawal Value can be withdrawn for life. As under the GMWB feature, the<br />

contractholder may elect to step-up the GMIWB Protected Withdrawal Value if, due to positive market performance,<br />

the account value is greater than the current GMIWB Protected Withdrawal Value. The Company reinsurers 100%<br />

of its liability associated with GMIWB with affiliates.<br />

Deferred Sales Inducements<br />

The Company defers sales inducements and amortizes them over the anticipated life of the policy using the same methodology<br />

and assumptions used to amortize deferred policy acquisition costs. The Company offers various types of sales inducements.<br />

These inducements include: (i) a bonus whereby the policyholder’s initial account balance is increased by an amount equal to a<br />

specified percentage of the customer’s initial deposit and (ii) additional interest credits after a certain number of years a contract<br />

is held. Changes in deferred sales inducements are as follows:<br />

2006 2005 2004<br />

(in thousands)<br />

Balance, beginning of year $ 139,012 $ 110,460 $ 79,143<br />

Capitalization 57,302 43,349 43,286<br />

Amortization (13,736) (14,797) (11,969)<br />

Balance, end of year $ 182,578 $ 139,012 $ 110,460<br />

9. STATUTORY NET INCOME AND SURPLUS AND DIVIDEND RESTRICTIONS<br />

The Company is required to prepare statutory financial statements in accordance with accounting practices prescribed or<br />

permitted by the Arizona Department of Insurance. Statutory accounting practices primarily differ from GAAP by charging<br />

policy acquisition costs to expense as incurred, establishing future policy benefit liabilities using different actuarial assumptions<br />

and valuing investments, deferred taxes, and certain assets on a different basis.<br />

Statutory net income (loss) for the Company amounted to $499 million, $2 million, and ($4) million for the years ended<br />

December 31, 2006, 2005, and 2004, respectively. Statutory surplus of the Company amounted to $1,020 million and $540<br />

million at December 31, 2006 and 2005, respectively. The Company had statutory losses in 2003 primarily attributed to the<br />

surplus strain from new business, which results from higher commissions and selling expenses that are not deferred under<br />

statutory accounting, and from increases to reserves. During late 2003 and in 2004, the Company obtained reinsurance on the<br />

term life business from a captive affiliate, and in October 2006 obtained reinsurance on the portion of Universal life business<br />

containing no lapse guarantees, also from an affiliate. These reinsurance agreements mitigate surplus strain and are discussed<br />

further in Note 13 to the Consolidated Financial Statements.<br />

The Company prepares its statutory financial statements in accordance with accounting practices prescribed or permitted by the<br />

Arizona Department of Insurance. Prescribed statutory accounting practices include publications of the NAIC, state laws,<br />

regulations, and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not<br />

so prescribed.<br />

The Company is subject to Arizona law, which limits the amount of dividends that insurance companies can pay to stockholders<br />

without approval of the Arizona Department of Insurance. The maximum dividend, which may be paid in any twelve-month<br />

period without notification or approval, is limited to the lesser of 10% of statutory surplus as of December 31 of the preceding<br />

year or the net gain from operations of the preceding calendar year. Cash dividends may only be paid out of surplus derived<br />

from realized net profits. Based on these limitations, the Company would be permitted a dividend distribution of up to $102<br />

million without prior approval in 2007. There have been no dividend payments to the parent in 2006 or 2005.<br />

10. FAIR VALUE OF FINANCIAL INSTRUMENTS<br />

The fair values presented below have been determined by using available market information and by applying valuation<br />

methodologies. Considerable judgment is applied in interpreting data to develop the estimates of fair value. These fair values<br />

may not be realized in a current market exchange. The use of different market assumptions and/or estimation methodologies<br />

could have a material effect on the fair values. The methods and assumptions discussed below were used in calculating the fair<br />

values of the instruments. See Note 11 to the Consolidated Financial Statements for a discussion of derivative instruments.<br />

B- 25


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

10. FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)<br />

Fixed maturities<br />

The fair values of public fixed maturity securities are based on quoted market prices or estimates from independent pricing<br />

services. However, for investments in private placement fixed maturity securities, this information is not available. For these<br />

private investments, the fair value is determined typically by using a discounted cash flow model, which considers current<br />

market credit spreads for publicly traded issues with similar terms by companies of comparable credit quality, and an additional<br />

spread component for the reduced liquidity associated with private placements. This additional spread component is determined<br />

based on surveys of various third party financial institutions. Historically, changes in estimated future cash flows or the<br />

assessment of an issuer’s credit quality have been the more significant factors in determining fair values.<br />

Commercial Loans<br />

The fair value of commercial loans, other than those held by the Company’s commercial mortgage operations, is primarily<br />

based upon the present value of the expected future cash flows discounted at the appropriate U.S. Treasury rate, and adjusted<br />

for the current market spread for similar quality loans.<br />

The fair value of commercial loans held by the Company’s commercial mortgage operations is based upon various factors,<br />

including the terms of the loans, the intended exit strategy for the loans based upon either a securitization pricing model or<br />

commitments from investors, prevailing interest rates, and credit risk.<br />

Policy loans<br />

The fair value of policy loans is calculated using a discounted cash flow model based upon current U.S. Treasury rates and<br />

historical loan repayment patterns.<br />

Investment contracts<br />

For guaranteed investment contracts, income annuities and other similar contracts without life contingencies, fair values are<br />

derived using discounted projected cash flows based on interest rates being offered for similar contracts with maturities<br />

consistent with those of the contracts being valued. For individual deferred annuities and other deposit liabilities, carrying value<br />

approximates fair value. Investment contracts are reflected within “Policyholders’ account balances.”<br />

The following table discloses the carrying amounts and fair values of the Company’s financial instruments at December<br />

31:<br />

Financial assets:<br />

Carrying<br />

Value<br />

2006 2005<br />

Carrying<br />

Fair Value<br />

Value Fair Value<br />

(in thousands)<br />

Fixed maturities, available for sale $ 4,911,274 $ 4,911,274 $ 6,158,528 $ 6,158,528<br />

Policy loans 915,060 973,206 879,156 962,729<br />

Short-term investments 97,097 97,097 113,144 113,144<br />

Commercial Loans 508,094 508,094 269,161 269,161<br />

Cash and cash equivalents 485,199 485,199 158,010 158,010<br />

Separate account assets 21,952,272 21,952,272 19,094,129 19,094,129<br />

Financial liabilities:<br />

Investment contracts 2,533,498 2,531,967 3,073,540 3,073,409<br />

Cash collateral for loaned securities 134,982 134,982 389,794 389,794<br />

Securities sold under agreements to repurchase 13,226 13,226 36,439 36,439<br />

Short Term Debt to affiliates 25,348 25,348 105,596 105,596<br />

Separate account liabilities $ 21,952,272 $ 21,952,272 $ 19,094,129 $ 19,094,129<br />

B- 26


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

11. DERIVATIVE INSTRUMENTS<br />

Types of Derivative Instruments and Derivative Strategies<br />

Interest rate swaps are used by the Company to manage interest rate exposures arising from mismatches between assets and<br />

liabilities (including duration mismatches) and to hedge against changes in the value of assets it anticipates acquiring and other<br />

anticipated transactions and commitments. Swaps may be specifically attributed to specific assets or liabilities or may be based<br />

on a portfolio basis. Under interest rate swaps, the Company agrees with other parties to exchange, at specified intervals, the<br />

difference between fixed rate and floating rate interest amounts calculated by reference to an agreed upon notional principal<br />

amount. Generally, no cash is exchanged at the outset of the contract and no principal payments are made by either party. Cash<br />

is paid or received based on the terms of the swap. These transactions are entered into pursuant to master agreements that<br />

provide for a single net payment to be made by one counterparty at each due date.<br />

Exchange-traded futures are used by the Company to reduce market risks from changes in interest rates, to alter mismatches<br />

between the duration of assets in a portfolio and the duration of liabilities supported by those assets, and to hedge against<br />

changes in the value of securities it owns or anticipates acquiring or selling. In exchange-traded futures transactions, the<br />

Company agrees to purchase or sell a specified number of contracts, the values of which are determined by the values of<br />

designated classes of securities, and to post variation margin on a daily basis in an amount equal to the difference in the daily<br />

market values of those contracts. The Company enters into exchange-traded futures with regulated futures commission’s<br />

merchants who are members of a trading exchange.<br />

Futures typically are used to hedge duration mismatches between assets and liabilities. Futures move substantially in value as<br />

interest rates change and can be used to either modify or hedge existing interest rate risk.<br />

Currency derivatives, including currency swaps, are used by the Company to reduce market risks from changes in currency<br />

exchange rates with respect to investments denominated in foreign currencies that the Company either holds or intends to<br />

acquire or sell.<br />

Under currency swaps, the Company agrees with other parties to exchange, at specified intervals, the difference between one<br />

currency and another at an exchange rate and calculated by reference to an agreed principal amount. Generally, the principal<br />

amount of each currency is exchanged at the beginning and termination of the currency swap by each party. These transactions<br />

are entered into pursuant to master agreements that provide for a single net payment to be made by one counterparty for<br />

payments made in the same currency at each due date.<br />

Credit derivatives are used by the Company to enhance the return on the Company’s investment portfolio by creating credit<br />

exposure similar to an investment in public fixed maturity cash instruments. With credit derivatives the Company can sell<br />

credit protection on an identified name, or a basket of names in a first to default structure, and in return receive a quarterly<br />

premium. With single name credit default derivatives, this premium or credit spread generally corresponds to the difference<br />

between the yield on the referenced name’s public fixed maturity cash instruments and swap rates, at the time the agreement is<br />

executed. With first to default baskets, the premium generally corresponds to a high proportion of the sum of the credit spreads<br />

of the names in the basket. If there is an event of default by the referenced name or one of the referenced names in a basket, as<br />

defined by the agreement, then the Company is obligated to pay the counterparty the referenced amount of the contract and<br />

receive in return the referenced defaulted security or similar security. In addition to selling credit protection, the Company may<br />

purchase credit protection using credit derivatives in order to hedge specific credit exposures in our investment portfolio.<br />

Embedded Derivatives<br />

As described in Note 8, the Company sells variable annuity products which contain embedded derivatives. These embedded<br />

derivatives are marked to market through “Realized investment gains (losses), net” based on the change in value of the<br />

underlying contractual guarantees, which are determined using pricing models. The Company has entered into reinsurance<br />

agreements to transfer the risk related to the embedded derivatives to affiliates. The Company also sells certain universal life<br />

products that contain a no lapse guarantee provision. The Company entered into an agreement with an affiliate (See Note 13 to<br />

the Consolidated Financial Statements) to reinsure these guarantees. These reinsurance agreements are derivatives and have<br />

been accounted in the same manner as an embedded derivative.<br />

The Company invests in fixed maturities that, in addition to a stated coupon, provide a return based upon the results of an<br />

underlying portfolio of fixed income investments and related investment activity. The Company accounts for these investments<br />

as available for sale fixed maturities containing embedded derivatives. Such embedded derivatives are marked to market<br />

through “Realized investment gains (losses), net,” based upon the change in value of the underlying portfolio.<br />

B- 27


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

11. DERIVATIVE INSTRUMENTS (continued)<br />

Credit Risk<br />

The Company is exposed to credit-related losses in the event of nonperformance by counterparties to derivative financial<br />

instruments. Generally, the current credit exposure of the Company’s derivative contracts is limited to the fair value at the<br />

reporting date. The credit exposure of the Company’s over-the-counter derivative transactions is represented by the fair value<br />

(market value) of contracts with a positive fair value (market value) at the reporting date. Because exchange-traded futures and<br />

options are effected through regulated exchanges, and positions are settled on a daily basis, the Company has reduced exposure<br />

to credit-related losses in the event of nonperformance by counterparties to such financial instruments.<br />

The Company enters into over-the-counter derivative transactions with creditworthy counterparties pursuant to master<br />

agreements that provide for a netting of payments and receipts with a single counterparty. Substantially all of the Company’s<br />

over-the-counter derivative contracts are transacted with an affiliate.<br />

12. COMMITMENTS, CONTINGENCIES AND LITIGATION AND REGULATORY MATTERS<br />

Commitments<br />

The Company has made commitments to fund $87 million of commercial loans in 2006. The Company also made<br />

commitments to purchase or fund investments, mostly private fixed maturities, of $63 million in 2006.<br />

Contingencies<br />

On an ongoing basis, our internal supervisory and control functions review the quality of our sales, marketing, administration<br />

and servicing, and other customer interface procedures and practices and may recommend modifications or enhancements.<br />

From time to time, this review process results in the discovery of administration, servicing or other errors, including errors<br />

relating to the timing or amount of payments or contract values due to customers. In these cases, we offer customers appropriate<br />

remediation and may incur charges and expenses, including the costs of such remediation, administrative costs and regulatory<br />

fines.<br />

It is possible that the results of operations or the cash flow of the Company in a particular quarterly or annual period could be<br />

materially affected as a result of payments in connection with the matters discussed above depending, in part, upon the results<br />

of operations or cash flow for such period. Management believes, however, that the ultimate payments in connection with these<br />

matters should not have a material adverse effect on the Company’s financial position.<br />

Litigation and Regulatory Proceedings<br />

The Company’s litigation and regulatory matters are subject to legal and regulatory actions in the ordinary course of its<br />

businesses, which may include class action lawsuits. Pending legal and regulatory actions include proceedings relating to<br />

aspects of the businesses and operations that are specific to the Company and that are typical of the businesses in which the<br />

Company operates. Class action and individual lawsuits may involve a variety of issues and/or allegations, which include sales<br />

practices, underwriting practices, claims payment and procedures, premium charges, policy servicing and breach of fiduciary<br />

duties to customers. The Company may also be subject to litigation arising out of its general business activities, such as its<br />

investments and third party contracts. In certain of these matters, the plaintiffs may seek large and/or indeterminate amounts,<br />

including punitive or exemplary damages.<br />

Stewart v. <strong>Prudential</strong>, et al. is a lawsuit brought in the Circuit Court of the First Judicial District of Hinds County, Mississippi<br />

by the beneficiaries of an alleged life insurance policy against the Company and The <strong>Prudential</strong> Insurance Company of America<br />

and the Company. The complaint alleges that the <strong>Prudential</strong> defendants acted in bad faith when they failed to pay a death<br />

benefit on an alleged contract of insurance that was never delivered. In February 2006, the jury awarded the plaintiffs $1.4<br />

million in compensatory damages and $35 million in punitive damages. Motions for a new trial, judgment notwithstanding the<br />

verdict and remittitur, were denied in June 2006. The Company’s appeal with the Mississippi Supreme Court is pending.<br />

The Company’s litigation and regulatory matters are subject to many uncertainties, and given the complexity and scope, the<br />

outcomes cannot be predicted. It is possible that the results of operations or the cash flow of the Company in a particular<br />

quarterly or annual period could be materially affected by an ultimate unfavorable resolution of litigation and regulatory<br />

matters, depending, in part, upon the results of operations or cash flow for such period. Management believes, however, that<br />

the ultimate outcome of all pending litigation and regulatory matters, after consideration of applicable reserves and rights to<br />

indemnification, should not have a material adverse effect on the Company’s financial position.<br />

B- 28


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

13. RELATED PARTY TRANSACTIONS<br />

The Company has extensive transactions and relationships with <strong>Prudential</strong> Insurance and other affiliates. It is possible that the<br />

terms of these transactions are not the same as those that would result from transactions among wholly unrelated parties.<br />

Expense Charges and Allocations<br />

Many of the Company’s expenses are allocations or charges from <strong>Prudential</strong> Insurance or other affiliates. These expenses can<br />

be grouped into general and administrative expenses and agency distribution expenses.<br />

The Company’s general and administrative expenses are charged to the Company using allocation methodologies based on<br />

business processes. Management believes that the methodology is reasonable and reflects costs incurred by <strong>Prudential</strong><br />

Insurance to process transactions on behalf of the Company. The Company operates under service and lease agreements<br />

whereby services of officers and employees, supplies, use of equipment and office space are provided by <strong>Prudential</strong> Insurance.<br />

Beginning in 2003, general and administrative expenses also includes allocations of stock compensation expenses related to a<br />

stock option program and a deferred compensation program issued by <strong>Prudential</strong> Financial.<br />

The Company receives a charge to cover its share of employee benefits expenses. These expenses include costs for funded and<br />

non-funded contributory and non-contributory defined benefit pension plans. Some of these benefits are based on final group<br />

earning and length of service. While others are based on an account balance, which takes into consideration age, service and<br />

earnings during career.<br />

<strong>Prudential</strong> Insurance sponsors voluntary savings plans for the Company’s employees (401(k) plans). The plans provide for<br />

salary reduction contributions by employees and matching contributions by the Company of up to 4% of annual salary. The<br />

expense charged the Company for the matching contribution to the plans was $2.6 million, $2.2 million and $2.3 million in<br />

2006, 2005 and 2004 respectively.<br />

The Company’s share of net expense for the pension plans was $7.2 million, $4.6 million and $5.4 million in 2006, 2005 and<br />

2004 respectively.<br />

The Company is charged distribution expenses from <strong>Prudential</strong> Insurance’s agency network for both its domestic life and<br />

annuity products through a transfer pricing agreement, which is intended to reflect a market based pricing arrangement.<br />

Affiliated Asset Management Fee Income<br />

In accordance with a revenue sharing agreement with <strong>Prudential</strong> Investments LLC, the Company receives fee income from<br />

policyholders’ account balances invested in the <strong>Prudential</strong> Series Funds (“PSF”). These revenues are recorded as “Asset<br />

management fees” in the Consolidated Statements of Operations and Comprehensive Income.<br />

Corporate Owned Life Insurance<br />

The Company has sold four Corporate Owned Life Insurance or, “COLI,” policies to <strong>Prudential</strong> Insurance. The cash surrender<br />

value included in separate accounts for the COLI policies was $1.322 billion and $1.223 billion at December 31, 2006 and<br />

December 31, 2005, respectively. Fees related to the COLI policies were $20 million, $21 million and $13 million for the years<br />

ending December 31, 2006, 2005 and 2004.<br />

Reinsurance with affiliates<br />

Universal <strong>Prudential</strong> Arizona Reinsurance Company (UPARC)<br />

Effective October 1, 2006, the Company entered into an agreement to reinsure universal life policies written by Pruco Life<br />

Insurance Company with no-lapse guarantees with an affiliated company, UPARC. UPARC reinsures 90% of the net amount<br />

of mortality at risk as well as 100% of the risk of uncollectable policy charges and fees associated with the no lapse provision of<br />

these policies. The Company is not relieved of its primary obligation to the policyholder as a result of these reinsurance<br />

transactions. There was no net cost associated with the initial transactions.<br />

Reinsurance recoverables related to this transaction were $5 million as of December 31, 2006. Premiums and benefits ceded to<br />

UPARC in 2006 were $8 million and $6 million respectively.<br />

Concurrent with implementing this new agreement, the Company recaptured the policies previously reinsured under a yearly<br />

renewable term reinsurance treaty with <strong>Prudential</strong> Insurance.<br />

B- 29


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

13. RELATED PARTY TRANSACTIONS (continued)<br />

<strong>Prudential</strong> Arizona Reinsurance Capitive Company (PARCC)<br />

The Company reinsures with PARCC 90% of the risks under its term life insurance policies through an automatic and<br />

facultative coinsurance agreement. The Company is not relieved of its primary obligation to the policyholder as a result of<br />

these reinsurance transactions. There was no net cost associated with the initial transactions. Reinsurance recoverables related<br />

to this transaction were $556 million and $356 million as of December 31, 2006 and December 31, 2005, respectively.<br />

Premiums ceded to PARCC in 2006, 2005 and 2004 were $388 million and $297 million and $102 million, respectively.<br />

Benefits ceded in 2006, 2005 and 2004 were $144 million, $111 million, and $52 million respectively.<br />

Concurrent with implementing this new agreement, the Company recaptured the policies previously reinsured under a<br />

coinsurance treaty with Pruco Re.<br />

<strong>Prudential</strong> Insurance<br />

The Company has a yearly renewable term reinsurance agreement with <strong>Prudential</strong> Insurance and reinsures the majority of all<br />

mortality risks, not otherwise reinsured. Reinsurance recoverables were $56 million and $60 million as of December 31, 2006<br />

and December 31, 2005, respectively. Premiums and fees ceded to <strong>Prudential</strong> Insurance in 2006, 2005 and 2004 were $208<br />

million, $178 million and $13 million, respectively. Benefits ceded in 2006, 2005 and 2004 were $199 million, $174 million<br />

and $28 million, respectively. The Company is not relieved of its primary obligation to the policyholder as a result of these<br />

reinsurance transactions. During 2005, the Company entered into a coinsurance agreement with <strong>Prudential</strong> Insurance providing<br />

for the 100% reinsurance of its Lifetime Five benefit feature sold on its annuities prior to May 6, 2005 as part of its risk<br />

management and capital management strategies for annuities.<br />

The Company has reinsured a group annuity contract, with <strong>Prudential</strong> Insurance, in consideration for a single premium payment<br />

by the Company, providing reinsurance equal to 100% of all payments due under the contract. In addition, there are two yearly<br />

renewable term agreements in which the Company may offer, and the reinsurer may accept reinsurance on any life in excess of<br />

the Company’s maximum limit of retention. The Company is not relieved of its primary obligation to the policyholder as a<br />

result of these reinsurance transactions. Group annuities affiliated benefits ceded were $2 million in 2006, $2 million in 2005,<br />

and $2 million in 2004.<br />

Pruco Reinsurance Ltd. (Pruco Re)<br />

During 2005 and 2006, the Company entered into reinsurance agreements with Pruco Re as part of its risk management and<br />

capital management strategies for annuities. Effective July 1, 2005, the Company entered into a coinsurance agreement with<br />

Pruco Re providing for the 100% reinsurance of its Lifetime Five benefit feature sold on its annuities on or after May 6, 2005.<br />

Effective March 20, 2006, the Company entered into a coinsurance agreement with Pruco Re providing for the 100%<br />

reinsurance of its Spousal Lifetime Five benefit feature sold on its annuities.<br />

Effective November 20, 2006, the Company entered into a coinsurance agreement with Pruco Re providing for the 100%<br />

reinsurance of its Highest Daily Lifetime Five benefit feature sold on its annuities.<br />

Taiwan branch reinsurance agreement<br />

On January 31, 2001, the Company transferred all of its assets and liabilities associated with the Company’s Taiwan branch<br />

including Taiwan’s insurance book of business to an affiliated Company, <strong>Prudential</strong> Life Insurance Company of Taiwan Inc.<br />

(“<strong>Prudential</strong> of Taiwan”), a wholly owned subsidiary of <strong>Prudential</strong> Financial.<br />

The mechanism used to transfer this block of business in Taiwan is referred to as a “full acquisition and assumption”<br />

transaction. Under this mechanism, the Company is jointly liable with <strong>Prudential</strong> of Taiwan for two years from the giving of<br />

notice to all obligees for all matured obligations and for two years after the maturity date of not-yet-matured obligations.<br />

<strong>Prudential</strong> of Taiwan is also contractually liable, under indemnification provisions of the transaction, for any liabilities that may<br />

be asserted against the Company. The transfer of the insurance related assets and liabilities was accounted for as a longduration<br />

coinsurance transaction under accounting principles generally accepted in the United States. Under this accounting<br />

treatment, the insurance related liabilities remain on the books of the Company and an offsetting reinsurance recoverables is<br />

established.<br />

Affiliated premiums ceded for the periods ended December 31, 2006, 2005 and 2004 from the Taiwan coinsurance agreement<br />

were $84 million, $81 million and $85 million, respectively. Affiliated benefits ceded for the periods ended December 31,<br />

2006, 2005 and 2004 from the Taiwan coinsurance agreement were $15 million, $13 million and $12 million, respectively.<br />

B- 30


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

13. RELATED PARTY TRANSACTIONS (continued)<br />

Included in the total affiliated reinsurance recoverables balances of $1,209 million and $935 million at December 31, 2006 and<br />

December 31, 2005, respectively, were reinsurance recoverables related to the Taiwan coinsurance agreement of $593 million<br />

and $519 million at December 31, 2006 and December 31, 2005, respectively.<br />

Purchase of fixed maturities from an affiliate<br />

During 2006 the company transferred fixed maturities securities, from the Company to an affiliate. The investments included<br />

public and private high yield bonds, private placement bonds, and mortgage loans. These securities were recorded at an<br />

amortized cost of $151 million and a fair value of $150 million. The net difference between historic amortized cost and the fair<br />

value, net of taxes was less than $1 million.<br />

During 2004, the Company invested an additional $110 million in fixed maturities owned by <strong>Prudential</strong> Insurance, but reflected<br />

these investments at amortized cost of $99 million. The Company also sold $31 million of fixed maturities securities, recorded<br />

at an amortized cost of $29 million, to PARCC. The net difference between the historic amortized cost and the fair value, net<br />

of taxes for both of these transactions was $5 million and was recorded as a decrease to paid in capital as described above.<br />

During 2003, the Company invested $112 million in the preferred stock of two Delaware corporations (the “DE Subs”), which<br />

were created to acquire municipal fixed maturity investments from an affiliate of the Company. The DE Subs are included in<br />

the Company’s consolidated financial statements. <strong>Prudential</strong> Financial, Inc., the Company’s ultimate parent company, owns a<br />

nominal common stock investment in each of the DE Subs.<br />

During 20003, the DE Subs purchased municipal fixed maturity investments for $112 million, the acquisition-date fair value,<br />

but reflected the investments at historic amortized cost of the affiliate. The difference between the historic amortized cost and<br />

the fair value, net of taxes was reflected as a reduction to paid-in-capital. The fixed maturity investments are categorized in the<br />

Company’s consolidated balance sheet as available-for-sale debt securities, and are therefore carried at fair value, with the<br />

difference between amortized cost and fair value reflected in accumulated other comprehensive income.<br />

In addition, in 2003 the Company also purchased corporate fixed maturities with a fair value of $52 million from the same<br />

affiliate. These investments were reflected in the same manner as is described above, with the difference between the historic<br />

amortized cost and the fair value, net of taxes reflected as a reduction of paid-in-capital with an offsetting increase to<br />

accumulated other comprehensive income. The difference between the historic amortized cost and the fair value, net of taxes<br />

for both the municipal securities and the corporate securities was $8 million.<br />

Debt Agreements<br />

The Company has an agreement with <strong>Prudential</strong> Funding, LLC, a wholly owned subsidiary of <strong>Prudential</strong> Insurance which<br />

allows it to borrow funds for working capital and liquidity needs. The borrowings under this agreement are limited to $600<br />

million. There was $25 million of debt outstanding to <strong>Prudential</strong> Funding, LLC as of December 31, 2006 as compared to $106<br />

million at December 31, 2005. Interest expense related to this agreement was $3 million in 2006 and $4 million in 2005, with<br />

related interest charged at a variable rate of 3.06% to 5.32%. As of December 31, 2006 and December 31, 2005, there was<br />

$148 million and $426 million, respectively, of asset-based financing.<br />

B- 31


Pruco Life Insurance Company<br />

Notes to Consolidated Financial Statements<br />

14. QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)<br />

The unaudited quarterly results of operations for the years ended December 31, 2006 and 2005 are summarized in the table<br />

below:<br />

Three months ended (in thousands)<br />

March 31 June 30 September 30 December 31<br />

2006<br />

Total revenues $ 244,962 $ 226,855 $ 210,515 $ 284,109<br />

Total benefits and expenses 203,567 202,608 31,204 203,808<br />

Income from operations before income taxes 41,395 24,247 179,311 80,301<br />

Net income 35,333 22,938 138,991 65,530<br />

2005<br />

Total revenues $ 256,747 $ 245,683 $ 268,888 $ 263,969<br />

Total benefits and expenses 208,299 189,876 179,095 205,801<br />

Income from operations before income taxes 48,448 55,807 89,793 58,168<br />

Net income 49,159 42,223 95,920 43,613<br />

B- 32


Report of Independent Registered Public Accounting Firm<br />

To the Board of Directors and Stockholder of<br />

Pruco Life Insurance Company<br />

In our opinion, the accompanying consolidated financial statements listed in the accompanying index present fairly, in all<br />

material respects, the financial position of Pruco Life Insurance Company (a wholly owned subsidiary of The <strong>Prudential</strong><br />

Insurance Company of America) and its subsidiaries at December 31, 2006 and December 31, 2005 and the results of their<br />

operations and their cash flows for each of the three years in the period ended December 31, 2006 in conformity with<br />

accounting principles generally accepted in the United States of America. These financial statements are the responsibility of<br />

the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We<br />

conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board<br />

(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the<br />

financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the<br />

amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by<br />

management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis<br />

for our opinion.<br />

As described in Note 2 of the financial statements, the Company adopted American Institute of Certified Public Accountants<br />

Statement of Position 03-1, "Accounting and Reporting by Insurance Enterprises for Certain Nontraditional Long-Duration<br />

Contracts and for Separate Accounts" as of January 1, 2004.<br />

PricewaterhouseCoopers LLP (signed)<br />

New York, New York<br />

March 23, 2007<br />

B- 33

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