0001683863-22-007696 Sample Contracts

Subadvisory Agreement
Advanced Series Trust • December 19th, 2022 • Advanced Series Trust

Subadvisory Agreement (Agreement) made as of this 12th day of January, 2022 between PGIM Investments LLC (PGIM Investments), a New York limited liability company and AST Investment Services, Inc. (ASTIS), a Maryland corporation (collectively, the Manager), PGIM, Inc. (PGIM), a New Jersey Corporation, and PGIM Limited (PGIM Limited), a United Kingdom limited company (PGIM and PGIM Limited are collectively referred to herein as the Subadvisers).

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ADVANCED SERIES TRUST AST Mid-Cap Growth Portfolio SUBADVISORY AGREEMENT
Advanced Series Trust • December 19th, 2022 • Advanced Series Trust

Agreement made as of this 22nd day of November 2022 between PGIM Investments LLC (PGIM Investments), a New York limited liability company and AST Investment Services, Inc. (ASTIS), a Maryland corporation (together, the Co-Managers), and Delaware Investments Fund Advisers, a series of Macquarie Investment Management Business Trust, a Delaware statutory trust (DIFA or the Subadviser).

ADVANCED SERIES TRUST AST Small-Cap Growth Portfolio SUBADVISORY AGREEMENT
Subadvisory Agreement • December 19th, 2022 • Advanced Series Trust

Agreement made as of this 22nd day of August, 2022 between PGIM Investments LLC (PGIM Investments), a New York limited liability company and AST Investment Services, Inc. (ASTIS), a Maryland corporation (together, the Co-Managers), and Massachusetts Financial Services Company (d/b/a MFS Investment Management), a Delaware corporation (MFS or the Subadviser),

Distribution Agreement
Distribution Agreement • December 19th, 2022 • Advanced Series Trust • New Jersey

THIS DISTRIBUTION AGREEMENT (the “Agreement”) is made as of February 25, 2013, between the Advanced Series Trust (the “Trust”), on behalf of the portfolios set forth on attached Exhibit A (each, a “Portfolio” and, collectively, the “Portfolios”), and Prudential Annuities Distributors, Inc., a Delaware corporation (the “Distributor”).

ADVANCED SERIES TRUST AST Mid-Cap Growth Portfolio SUBADVISORY AGREEMENT
Advanced Series Trust • December 19th, 2022 • Advanced Series Trust

Agreement made as of this 21st day of November, 2022 among PGIM Investments LLC (PGIM Investments), a New York limited liability company and AST Investment Services, Inc. (ASTIS), a Maryland corporation (together, the Co-Managers), and J.P. Morgan Investment Management Inc., a Delaware corporation, (J.P. Morgan or the Subadviser), and effective as of a date mutually agreed upon by the Co-Managers and Subadviser;

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • December 19th, 2022 • Advanced Series Trust

Amendment made as of December 1, 2022 (the “Effective Date”) to that certain Custody Agreement dated as of November 7, 2002, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (each, a “Fund”) and The Bank of New York Mellon (formerly, The Bank of New York) (“Custodian”) (such Custody Agreement, as amended, hereinafter referred to as the “Custody Agreement”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.

AMENDMENT
Advanced Series Trust • December 19th, 2022

Amendment made as of December 1, 2022 to that certain Fund Administration and Accounting Agreement dated as of February 3, 2006, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (collectively, the “Funds”) and The Bank of New York Mellon (formerly, The Bank of New York) (“BNY”) (such Fund Administration and Accounting Agreement, as amended, hereinafter referred to as the “Accounting Agreement”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Accounting Agreement.

ADVANCED SERIES TRUST AST Large-Cap Value Portfolio SUBADVISORY AGREEMENT
Advanced Series Trust • December 19th, 2022 • Advanced Series Trust

Agreement made as of this 10th day of January, 2022 between PGIM Investments LLC (PGIM Investments), a New York limited liability company and AST Investment Services, Inc. (formerly American Skandia Investment Services, Inc.) (ASTIS), a Maryland corporation (together, the Co-Managers), and Wellington Management Company LLP, a Delaware limited liability partnership (Wellington Management or the Subadviser),

ADVANCED SERIES TRUST AST Large- Cap Value Portfolio SUBADVISORY AGREEMENT
Advanced Series Trust • December 19th, 2022 • Advanced Series Trust

Agreement made as of this 10th day of January, 2022 between PGIM Investments LLC (PGIM Investments), a New York limited liability company and AST Investment Services, Inc. (formerly American Skandia Investment Services, Inc.) (ASTIS), a Maryland corporation (together, the Co-Managers), and T. Rowe Price Associates, Inc. (T. Rowe or the Subadviser), a corporation organized and existing under the laws of the State of Maryland.

ADVANCED SERIES TRUST AMENDMENT NO. 11 TO MANAGEMENT AGREEMENT
Management Agreement • December 19th, 2022 • Advanced Series Trust

Amendment No. 11 to Management Agreement made this 5th day of December, 2022, by and between Advanced Series Trust (AST), on behalf of each series listed on Schedule A hereto (collectively, the Portfolios) and PGIM Investments LLC (PGIM Investments or the Manager).

ADVANCED SERIES TRUST AST Large-Cap Growth Portfolio SUBADVISORY AGREEMENT
Portfolio Subadvisory Agreement • December 19th, 2022 • Advanced Series Trust

Agreement made as of this 2nd day of June, 2022 between PGIM Investments LLC (PI), a New York limited liability company and AST Investment Services, Inc. (AST), a Maryland corporation (together, the Co-Managers), and ClearBridge Investments, LLC, a Delaware corporation (ClearBridge or the Subadviser),

Amendment to Subadvisory Agreement for AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
Subadvisory Agreement • December 19th, 2022 • Advanced Series Trust

AST Investment Services, Inc. (formerly known as American Skandia Investment Services, Incorporated), PGIM Investments LLC (formerly Prudential Investments LLC) (collectively, the “Manager”) and T. Rowe Price Associates, Inc. (“Subadviser”) hereby agree to amend the Subadvisory Agreement, dated as May 1, 2003, by and among the Manager and Subadviser, pursuant to which Subadviser has been retained to provide investment advisory services to the AST T. Rowe Price Natural Resources Portfolio as follows:

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 19th, 2022 • Advanced Series Trust

THIS AGREEMENT, dated as of June 9, 2022, is made between the Acquiring Fund listed and set out on Schedule A, as such schedule may be amended from time to time (each, an “Acquiring Fund”), and the Acquired Fund listed and set out on Schedule B, as such schedule may be amended from time to time (each, an “Acquired Fund,” and together with the Acquiring Fund, the “Funds”).

ADVANCED SERIES TRUST AST Large-Cap Growth Portfolio Subadvisory Agreement
Advanced Series Trust • December 19th, 2022 • Advanced Series Trust

This Agreement (the “Agreement”) is made as of this 6th day of June , 2022, between PGIM Investments LLC (“PGIM Investments”), a New York limited liability company and AST Investment Services, Inc. (formerly American Skandia Investment Services, Inc.) (“ASTIS”), a Maryland corporation (together, the “Co-Managers”) and Jennison Associates LLC, a Delaware limited liability company (“Jennison” or the“Subadviser.”)

Amendment to Subadvisory Agreement for AST large-cap value Portfolio of Advanced series trust
Subadvisory Agreement • December 19th, 2022 • Advanced Series Trust

AST Investment Services, Inc.(formerly, American Skandia Investment Services, Inc.), PGIM Investments LLC (formerly, Prudential Investments LLC) (collectively, the “Manager”) and Hotchkis and Wiley Capital Management LLC (the “Subadviser”) hereby agree to amend the Subadvisory Agreement, dated as of April 20, 2004, as amended February 1, 2019, by and among the Manager and the Subadviser, pursuant to which the Subadviser has been retained to provide investment advisory services to the AST Large-Cap Value Portfolio (formerly known as the AST Hotchkis & Wiley Large-Cap Value Portfolio) as follows;

AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • December 19th, 2022 • Advanced Series Trust

AST Investment Services, Inc., PGIM Investments LLC (formerly Prudential Investments LLC) (collectively, the "Manager") and T. Rowe Price Associates, Inc. (the "Subadviser") hereby agree to amend the Subadvisory Agreement, dated as of November 29, 2005, as amended February 1, 2016 and June 1, 2017, by and among the Manager and the Subadviser, pursuant to which the Subadviser has been retained to provide investment advisory services to the AST T. Rowe Price Large-Cap Growth Portfolio as follows;

ADVANCED SERIES TRUST AST Academic Strategies Asset Allocation Portfolio SUBADVISORY AGREEMENT
Subadvisory Agreement • December 19th, 2022 • Advanced Series Trust

Agreement made as of this 1st day of December, 2022 between PGIM Investments LLC (PGIM Investments), a New York limited liability company and AST Investment Services, Inc. (ASTIS), a Maryland corporation (together, the Co-Managers), and Systematica Investments Limited, a Jersey limited company, acting solely in its capacity as general partner of Systematica Investments LP (Systematica or the Subadviser),

AMENDMENT
Advanced Series Trust • December 19th, 2022

AMENDMENT made as of December 1, 2022 to that certain Amended and Restated Transfer Agency and Service Agreement made as of May 29, 2007 (the “TA Agreement”), between each of the investment companies listed in Exhibit A hereto including any series thereof (the “Fund”) and Prudential Mutual Fund Services LLC (“PMFS”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the TA Agreement.

AMENDMENT TO SUBADVISORY AGREEMENT FOR AST ADVANCED STRATEGIES PORTFOLIO OF ADVANCED SERIES TRUST
Subadvisory Agreement • December 19th, 2022 • Advanced Series Trust

AST Investment Services, Inc., PGIM Investments LLC (formerly Prudential Investments LLC) (collectively, the “Manager”) and T. Rowe Price Associates, Inc. (the “Subadviser”) hereby agree to amend the Subadvisory Agreement, dated as of March 20, 2006, as amended March 15, 2022, by and among the Manager and the Subadviser, pursuant to which the Subadviser has been retained to provide investment advisory services to the AST Advanced Strategies Portfolio as follows;

FIRST AMENDMENT TO FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • December 19th, 2022 • Advanced Series Trust

This First Amendment to Fund of Funds Investment Agreement (the “Amendment”), dated as of May 16, 2022, is made among Advanced Series Trust, The Prudential Series Fund, Prudential Investment Portfolios 3 and Prudential Investment Portfolios 16 (each referred to as the “Acquiring Fund Trust”), on behalf of their series listed on Schedule A, severally and not jointly (each, the “Acquiring Fund”), and The Select Sector SPDR Trust, on behalf of each of its series listed on Schedule B, severally and not jointly, severally and not jointly (each, the “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

ADVANCED SERIES TRUST AST Quantitative Modeling Portfolio Subadvisory Agreement
Advanced Series Trust • December 19th, 2022 • Advanced Series Trust

This Agreement (the “Agreement”) is made as of this 14th day of April, 2022, by and among PGIM Investments LLC (“PGIM Investments”), a New York limited liability company and AST Investment Services, Inc. (formerly American Skandia Investment Services, Inc.) (“ASTIS”), a Maryland corporation (together, the “Co-Managers”) on the one hand, and on the other hand each, severally, of Jennison Associates LLC, a Delaware limited liability company (“Jennison”), PGIM Quantitative Solutions LLC, a New Jersey limited liability company (“PGIM Quantitative Solutions”), PGIM, Inc., a New Jersey Corporation (“PGIM”), and PGIM Limited (“PGIM Limited”), a United Kingdom limited company. Each of Jennison, PGIM Quantitative Solutions, PGIM, and PGIM Limited shall be referred to herein as a “Subadviser.”

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