UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant X
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Information Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
x Definitive Information Statement
ADVANCED SERIES TRUST
(Name of Registrant As Specified In Its Charter)
(Name of Person(s) Filing Information Statement, if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
xNo fee required
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF THE INFORMATION STATEMENT
The Information Statement is available at: www.PrudentialAnnuities.com/investor/invprospectus
ADVANCED SERIES TRUST
AST International Equity Portfolio
655 Broad Street
6th Floor
Newark, New Jersey 07102
INFORMATION STATEMENT
June 1, 2023
To the Shareholders:
At a meeting held on September 19-20, 2022, the Board of Trustees (the Board) of the Advanced Series Trust, including a majority of the Trustees who are not parties to the new subadvisory agreements, and who are not interested persons of those parties, as defined in the Investment Company Act of 1940, as amended, approved new subadvisory agreements (each, a New Subadvisory Agreement, and collectively, the New Subadvisory Agreements) for the AST International Equity Portfolio (the Portfolio) with each of LSV Asset Management (LSV), Massachusetts Financial Services Company (MFS), J.P. Morgan Investment Management Inc. (J.P. Morgan) and PGIM Quantitative Solutions LLC (PGIM Quant, and together with LSV, MFS, and J.P. Morgan, the New Subadvisers) that became effective March 13, 2023.
PGIM Investments LLC (PGIM Investments) and AST Investment Services, Inc. (ASTIS, and together with PGIM Investments, the Manager), as investment managers to the Portfolio, have entered into the New Subadvisory Agreements to replace existing subadvisory agreements with each of Neuberger Berman Investment Advisers LLC (Neuberger Berman) and William Blair Investment Management, LLC (William Blair). Prior to March 13, 2023, Neuberger Berman, William Blair and Jennison served as the subadvisers to the Portfolio. Effective March 13, 2023, the New Subadvisers were added as new subadvisers to serve alongside the Portfolio's existing subadviser, Jennison Associates LLC (Jennison). In connection with the New Subadvisory Agreements, the Board also approved an amendment to the investment management agreement relating to the Portfolio reflecting a revised management fee rate schedule to reduce the management fees paid by the Portfolio. The Manager will continue to manage the Portfolio and supervise the Portfolio's subadvisers. The New Subadvisory Agreements do not affect the subadvisory agreement with Jennison.
This information statement describes the circumstances surrounding the Board's approval of the New Subadvisory Agreements and provides you with an overview of their terms. This information statement does not require any action by you. It is provided to inform you about the change in the Portfolio's subadvisory arrangements.
By order of the Board,
Andrew R. French
Secretary
THIS IS NOT A PROXY STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
ASTIEPIS
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF THE INFORMATION STATEMENT
The Information Statement is available at: www.PrudentialAnnuities.com/investor/invprospectus
ADVANCED SERIES TRUST
AST International Equity Portfolio
655 Broad Street
6th Floor
Newark, New Jersey 07102
INFORMATION STATEMENT
June 1, 2023
This information statement is being furnished in lieu of a proxy statement to beneficial shareholders of the AST International Equity Portfolio (the Portfolio), a series of the Advanced Series Trust (AST or the Trust), pursuant to the terms of exemptive orders (the Manager-of-Managers Orders) issued by the Securities and Exchange Commission (the SEC). The Manager-of- Managers Orders permit the Portfolio's investment managers to hire subadvisers that are either indirectly or directly wholly- owned subsidiaries or not affiliated with the investment managers, and to make changes to certain existing subadvisory agreements with the approval of the Board of Trustees of the Trust, and without obtaining shareholder approval.
AST is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act). AST is organized as a Massachusetts business trust. The Portfolio is a series of the Trust.
The Trustees of AST are collectively referred to herein as the "Board" or "Trustees." The principal executive offices of AST are located at 655 Broad Street, 6th Floor, Newark, NJ 07102. PGIM Investments LLC (PGIM Investments) and AST Investment Services, Inc. (ASTIS, and together with PGIM Investments, the Manager) serve as the investment managers of the Portfolio.
This information statement relates to the approval by the Board of new subadvisory agreements for the Portfolio. At a meeting held on September 19-20, 2022, the Board, including a majority of the Trustees who are not parties to the new subadvisory agreements, and who are not interested persons of those parties, as defined in the 1940 Act (the Independent Trustees), approved new subadvisory agreements for the Portfolio (each, a New Subadvisory Agreement, and collectively, the New Subadvisory Agreements) with each of LSV Asset Management (LSV), Massachusetts Financial Services Company (MFS), J.P. Morgan Investment Management Inc. (J.P. Morgan) and PGIM Quantitative Solutions LLC (PGIM Quant, and together with LSV, MFS, and J.P. Morgan, the New Subadvisers) that became effective March 13, 2023.
As the investment managers to the Portfolio, the Manager has entered into the New Subadvisory Agreements to replace existing subadvisory agreements with each of Neuberger Berman Investment Advisers LLC (Neuberger Berman) and William Blair Investment Management, LLC (William Blair). Prior to March 13, 2023, Neuberger Berman, William Blair and Jennison Associates LLC (Jennison) served as the subadvisers to the Portfolio. Effective March 13, 2023, the New Subadvisers were added as new subadvisers to serve alongside the Portfolio's existing subadviser, Jennison Associates LLC (Jennison). The New Subadvisory Agreements do not affect the subadvisory agreement with Jennison. The Manager will continue to manage the Portfolio and supervise the Portfolio's subadvisers.
The investment objective of the Portfolio has not changed. In connection with the New Subadvisory Agreements, the Board approved an amendment to the investment management agreement between the Manager and the Trust (the Management Agreement) relating to the Portfolio reflecting a revised management fee rate schedule to reduce the management fees paid by the Portfolio. The Management Agreement and the subadvisory agreement between the Manager and Jennison were each last approved by the Trustees, including a majority of the Independent Trustees, at the June 2022 Board meeting.
The Manager or its affiliates will pay for the costs associated with preparing and distributing this information statement to the shareholders of the Portfolio. A Notice of Internet Availability for this information statement will be mailed on or about
June 2, 2023 to shareholders investing in the Portfolio as of March 13, 2023.
THIS IS NOT A PROXY STATEMENT.
WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
2
NEW SUBADVISORY AGREEMENTS
Approval of the New Subadvisory Agreements
At a meeting of the Board of Trustees (the Board) of the Advanced Series Trust (AST) held on September 19-20, 2022 (the Board Meeting), the Board considered new subadvisory agreements (collectively, the New Subadvisory Agreements) with respect to the AST International Growth Portfolio (the Portfolio): (i) between PGIM Investments LLC and AST Investment Services, Inc. (together, the Manager) and LSV Asset Management (LSV), (ii) between the Manager and Massachusetts Financial Services Company (MFS); (iii) between the Manager and J.P. Morgan Investment Management Inc. (J.P. Morgan); and (iv) between the Manager and PGIM Quantitative Solutions LLC (PGIM Quant, and together with LSV, MFS, and J.P. Morgan, the New Subadvisers). The Board noted that the purpose of the New Subadvisory Agreements was to replace the prior subadvisory agreements for the Portfolio (the Prior Subadvisory Agreements) (i) between the Manager and Neuberger Berman Investment Advisers LLC (Neuberger Berman); and (ii) between the Manager and William Blair Investment Management, LLC (William Blair, and together with Neuberger Berman, the Prior Subadvisers). The Board also noted that Jennison Associates LLC would remain as a subadviser alongside the New Subadvisers.
In advance of the Board Meeting, the Board requested and received materials relating to each of the New Subadvisory Agreements and had the opportunity to ask questions and request further information in connection with its consideration.
At the Board Meeting, the Board, including all of the trustees who are not parties to the New Subadvisory Agreements or interested persons of any such party, as defined in the Investment Company Act of 1940, as amended (the 1940 Act) (the Independent Trustees), approved the New Subadvisory Agreements after concluding that such approvals were in the best interests of the Portfolio and its beneficial shareholders.
Before approving the New Subadvisory Agreements, the Board, including the Independent Trustees, with advice from independent legal counsel, considered the factors it deemed relevant, including: the nature, quality and extent of services to be provided to the Portfolio by each of the New Subadvisers; comparable performance information; the fees to be paid by the Manager to each of the New Subadvisers; profitability; the potential for economies of scale that may be shared with the Portfolio and its shareholders; and other benefits to the New Subadvisers. In connection with its deliberations, the Board considered information provided by the Manager and each of the New Subadvisers at, or in advance of, the Board Meeting. The Board had the opportunity to ask questions and request further information in connection with its considerations. In its deliberations, the Board did not identify any single factor that, alone, was responsible for the Board's decision to approve each of the New Subadvisory Agreements.
The Board determined that the overall arrangements between the Manager and each of the New Subadvisers were appropriate in light of the services to be performed and the fee arrangements under each of the New Subadvisory Agreements, and such other matters as the Board considered relevant in the exercise of its business judgment.
The material factors and conclusions that formed the basis for the Board's approval of each of the New Subadvisory Agreements are discussed separately below.
Nature, Quality, and Extent of Services
The Board received and considered information regarding the nature and extent of services provided to the Portfolio by Prior Subadvisers under the Prior Subadvisory Agreements, and those that would be provided by each of the New Subadvisers under the New Subadvisory Agreements. The Board noted that the nature and extent of services provided to the Portfolio under the Prior Subadvisory Agreements, and those that would be provided to the Portfolio under the New Subadvisory Agreements, were similar in that the Prior Subadvisers were, and the New Subadvisers are, required to provide day-to-day portfolio management services to the Portfolio, and to comply with all Portfolio policies and all applicable legal and regulatory requirements.
With respect to quality of services, the Board considered, among other things, the background and experience of the portfolio managers who would be responsible for day-to-day portfolio management of the Portfolio. The Board was also provided information pertaining to the organizational structure, senior management and investment operations of each of the New Subadvisers, among other relevant information. The Board noted that it had also received favorable compliance reports regarding each of the New Subadvisers from AST's Chief Compliance Officer. The Board also noted that each of the New Subadvisers currently serves as a subadviser to other AST portfolios, and the services they will provide to the Portfolio will be similar to the services they provide to the other AST portfolios.
3
The Board concluded that, based on the nature and extent of the services to be provided to the Portfolio by the New Subadvisers, the background information that it had reviewed regarding each of the New Subadvisers, and its prior experience with the New Subadvisers in their role as subadvisers to other AST portfolios, it was reasonable to expect that the Board would be satisfied with the nature, extent and quality of investment subadvisory services the New Subadvisers to be provided to the Portfolio. The Board further concluded that it was satisfied with the nature, extent and quality of the investment services expected to be provided to the Portfolio under the New Subadvisory Agreements.
Investment Performance
The Board received and considered information regarding the investment performance of the Portfolio. The Board also received and considered composite performance information of a hypothetical portfolio intended to reflect how the Portfolio may have performed with the New Subadvisers managing the Portfolio's assets, taking into account the proposed allocation to each of the New Subadvisers, as well as a comparison of such performance information against the Portfolio's benchmark index and peer universe. The Board concluded that it was satisfied with the hypothetical performance information it received with respect to each of the New Subadvisers.
The Board noted that it would consider performance information as part of future annual reviews of the New Subadvisory Agreements.
Subadvisory Fee Rates
The Board considered the proposed subadvisory fee rates payable by the Manager to each of the New Subadvisers under the New Subadvisory Agreements. The Board noted that the Portfolio pays a management fee to the Manager and that, in turn, the Manager, and not the Portfolio, pays a subadvisory fee to each of the New Subadvisers under the New Subadvisory Agreements. The Board concluded that the proposed subadvisory fee rates for the Portfolio were reasonable.
Profitability
Because the engagement of the New Subadvisers with respect to the Portfolio is new, the Board noted that there was no historical profitability information with respect to the proposed subadvisory arrangements for the Portfolio. The Board noted that it would consider profitability information as part of future annual reviews of the New Subadvisory Agreements.
Economies of Scale
The Board considered the potential economies of scale as the Portfolio grows in size. The Board considered that the subadvisory fee schedules for the Portfolio under the New Subadvisory Agreement with each of J.P. Morgan, LSV and MFS each contain breakpoints that reduce the subadvisory fee rates paid by the Manager on assets above specified levels in each sleeve. The Board noted that any subadvisory fees payable under the New Subadvisory Agreements are paid by the Manager, not the Portfolio, and as such, the subadvisory fee schedules do not directly impact the Portfolio's expense ratios. The Board noted that it would consider economies of scale in connection with future annual reviews of the New Subadvisory Agreements.
Other Benefits to the New Subadvisers
The Board considered potential "fall-out" or ancillary benefits anticipated to be received by each of the New Subadvisers, and their respective affiliates, in connection with the Portfolio. The Board concluded that any potential benefits to be derived by each of the New Subadvisers, and their respective affiliates, were consistent with those generally derived by advisers to other mutual funds and to other AST portfolios.
The Board also concluded that any potential benefits to be derived by the New Subadvisers included potential access to additional research resources, larger assets under management and reputational benefits, which were consistent with those generally derived by advisers and subadvisers to mutual funds. The Board noted that it would review ancillary benefits in connection with future annual reviews of the New Subadvisory Agreements.
Conclusion
After full consideration of these factors, the Board approved each of the New Subadvisory Agreements for an initial two-year period upon concluding that such approvals were in the best interests of the Portfolio and its beneficial shareholders.
4
Forms of the New Subadvisory Agreements are attached as Exhibits A-D.
Information about the New Subadvisers
J.P. Morgan. J.P. Morgan is an indirect wholly-owned subsidiary of J.P. Morgan Chase Co., a publicly held bank holding company and global financial services firm. J.P. Morgan manages assets for governments, corporations, endowments, foundations and individuals worldwide. As of December 31, 2022, J.P. Morgan and its affiliated companies had approximately $2.36 trillion in assets under management worldwide. J.P. Morgan's address is 383 Madison Avenue, New York, NY 10179.
Additional information about J.P. Morgan is attached as Exhibit E.
LSV. LSV was formed in 1994. LSV is a quantitative value equity manager providing active asset management for institutional clients through the application of a proprietary model. As of December 31, 2022, LSV had approximately $91.10 billion in assets under management. LSV's address is 155 North Wacker Drive, 46th Floor, Chicago, Illinois 60606.
Additional information about LSV is attached as Exhibit F.
MFS. MFS is the oldest US mutual fund organization. MFS and its predecessor organizations have managed money since 1924 and founded the first mutual fund in the United States. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). The principal address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199. Net assets under management of the MFS organization were approximately $547 billion as of December 31, 2022.
Additional information about MFS is attached as Exhibit G.
PGIM Quant. PGIM Quant is a registered investment adviser and is a wholly-owned and independently-operated subsidiary of PGIM, the global investment management businesses of Prudential Financial, Inc. PGIM Quant began managing multi-asset portfolios for institutional investors in 1975. As of December 31, 2022, PGIM Quant managed approximately $86.3 billion in quantitative equity and global multi-asset solutions for a global client base of pension funds, endowments, foundations, sovereign wealth funds and subadvisory accounts. With offices in Newark, San Francisco and London, PGIM Quant primary address is Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102*.
*Effective June 20, 2023, PGIM Quant's primary address is 655 Broad Street, 16th floor, Newark NJ, 07102.Additional information about PGIM Quant is attached as Exhibit H.
MANAGEMENT AND ADVISORY ARRANGEMENTS
The Manager
The Trust is managed by PGIM Investments, 655 Broad Street, 6th Floor, Newark, NJ 07102 and ASTIS, One Corporate Drive, Shelton, Connecticut 06484.
As of December 31, 2022, PGIM Investments served as investment manager to all of the Prudential US and offshore open-end investment companies, and as administrator to closed-end investment companies, with aggregate assets of approximately $283.5 billion. PGIM Investments is a wholly-owned subsidiary of PIFM Holdco, LLC, which is a wholly-owned subsidiary of PGIM Holding Company LLC, which is a wholly-owned subsidiary of Prudential Financial, Inc. (Prudential). PGIM Investments has been in the business of providing advisory services since 1996.
As of December 31, 2022, ASTIS served as investment manager to certain Prudential US and offshore open-end investment companies with aggregate assets of approximately $116.2 billion. ASTIS is a subsidiary of Prudential Annuities Holding Company, Inc., which is a subsidiary of Prudential Annuities, Inc., a subsidiary of Prudential. ASTIS has been in the business of providing advisory services since 1992.
Management Agreement
5
In connection with the Board's approval of the New Subadvisory Agreements and the mergers of the AST International Value Portfolio, AST J.P. Morgan International Equity Portfolio, AST QMA International Core Equity Portfolio and PSF International Growth Portfolio into the Portfolio which were effective as of March 13, 2023, the Board also approved a reduction in the management fee rate to be paid by the Portfolio under the Management Agreement effective as of March 13, 2023. The table below sets forth the prior contractual management fee rates, the new contractual management fee rates, and the management fees received by the Manager during the most recently completed fiscal year.
| | | | | | | Aggregate |
| | | | | | | Investment |
| Portfolio | | Prior Contractual Management | | New Contractual Management | | Management Fees |
| | Fee Rate* | | Fee Rate** | | for the most |
| | | | |
| | | | | | | recently completed |
| | | | | | | fiscal year |
| | | | | | | |
| AST International | | 0.8325% of average daily net assets | | 0.7325% of average daily net | | $4,045,721 |
| Equity Portfolio | | to $300 million; | | assets to $300 million; | | |
| | | 0.8225% on next $200 million of | | 0.7225% on next $200 million of | | |
| | | average daily net assets; | | average daily net assets; | | |
| | | 0.8125% on next $250 million of | | 0.7125% on next $250 million of | | |
| | | average daily net assets; | | average daily net assets; | | |
| | | 0.8025% on next $2.5 billion of | | 0.7025% on next $2.5 billion of | | |
| | | average daily net assets; | | average daily net assets; | | |
| | | 0.7925% on next $2.75 billion of | | 0.6925% on next $2.75 billion of | | |
| | | average daily net assets; | | average daily net assets; | | |
| | | 0.7625% on next $4 billion of | | 0.6625% on next $4 billion of | | |
| | | average daily net assets; | | average daily net assets; | | |
| | | 0.7425% over $10 billion of average | | 0.6425% over $10 billion of | | |
| | | daily net assets | | average daily net assets | | |
New Subadvisory Agreements
The material terms of each New Subadvisory Agreement are substantially similar to the material terms of the Prior Subadvisory Agreements in place for the Portfolio between the Manager and Neuberger Berman and William Blair, respectively, except for the identities of the parties. The New Subadvisers are compensated by the Manager (and not the Portfolio) based on the amount of assets in the portion of the Portfolio they manage. The subadvisory fee rates under the Prior Subadvisory Agreements, the subadvisory fee rates under the New Subadvisory Agreements, and the subadvisory fees paid to Neuberger Berman, William Blair and Jennison for the fiscal year ended December 31, 2022, are set forth below:
Portfolio | | Prior Subadvisory Fee | | | New/Current | | Subadvisory Fees Paid for |
| | Rates | | | Subadvisory Fee Rates | | the Fiscal Year Ended |
| | | | | | | December 31, 2022 |
AST International Equity | | Neuberger Berman | | | N/A | | | |
Portfolio | | 0.350% of average daily net | | | | | | |
| | assets to $500 million; | | | | | | |
| | 0.300% of average daily net | | | | | $666,882 | |
| | assets over $500 million to | | | | | |
| | | | | | | |
| | $1.5 billion; | | | | | | |
| | 0.275% of average daily net | | | | | | |
| | assets over $1.5 billion | | | | | | |
| | William Blair | | | N/A | | | |
| | 0.30% of average daily net | | | | | | |
| | assets to $500 million; | | | | | | |
| | 0.25% of average daily net | | | | $511,384 | |
| | assets over $500 million to | | | | |
| | | | | | | |
| | $1 billion; | | | | | | |
| | 0.20% of average daily net | | | | | | |
| | assets over $1 billion | | | | | | |
| | | 6 | | | | |
Portfolio | | Prior Subadvisory Fee | | New/Current | | Subadvisory Fees Paid for |
| | Rates | | Subadvisory Fee Rates | | the Fiscal Year Ended |
| | | | | | | | December 31, 2022 |
| | Jennison | | | Jennison | | | | |
| | 0.375% of average daily net | | | 0.375% of average daily net | | | | |
| | assets to $500 million; | | | assets to $500 million; | | | | |
| | 0.325% of average daily net | | | 0.325% of average daily net | | | $581,699 | |
| | assets from $500 million to | | | assets from $500 million to | | | |
| | | | | | | |
| | $1 billion; | | | $1 billion; | | | | |
| | 0.30% of average daily net | | | 0.30% of average daily net | | | | |
| | assets over $1 billion | | | assets over $1 billion | | | | |
| | N/A | | J.P. Morgan | | | |
| | | | | 0.350% of average daily net | | | |
| | | | | assets to $250 million; | | | |
| | | | | 0.330% of average daily net | | N/A |
| | | | | assets from $250 million to | |
| | | | | | | |
| | | | | $500 million; | | | |
| | | | | 0.300% of average daily net | | | |
| | | | | assets over $500 million | | | |
| | N/A | | | LSV | | | | |
| | | | | Under $1.25 billion | | | | |
| | | | | 0.450% of average daily net | | | | |
| | | | | assets to $150 million; | | | | |
| | | | | 0.425% of average daily net | | | | |
| | | | | assets from $150 million to | | | | |
| | | | | $300 million; | | | | |
| | | | | 0.400% of average daily net | | | | |
| | | | | assets from $300 million to | | | N/A | |
| | | | | $450 million; | | | |
| | | | | 0.375% of average daily net | | | | |
| | | | | assets from $450 million to | | | | |
| | | | | $750 million; | | | | |
| | | | | 0.350% of average daily net | | | | |
| | | | | assets over $750 million | | | | |
| | | | | Over $1.25 billion | | | | |
| | | | | 0.350% of average daily net | | | | |
| | | | | assets | | | | |
| | N/A | | MFS | | | |
| | | | | 0.300% of average daily net | | | |
| | | | | assets to $100 million; | | | |
| | | | | 0.285% of average daily net | | | |
| | | | | assets from $100 million to | | N/A |
| | | | | $250 million; | |
| | | | | 0.270% of average daily net | | | |
| | | | | assets from $250 million to | | | |
| | | | | $500 million; | | | |
| | | | | 0.250% of average daily net | | | |
| | | | | assets over $500 million | | | |
| | N/A | | | PGIM Quant | | | | |
| | | | | 0.300% of average daily net | | | | |
| | | | | assets | | | N/A | |
| | | | | | | | |
| | | | | | | | | |
Each New Subadvisory Agreement provides, as did the Prior Subadvisory Agreements, that subject to the supervision of the Manager and the Board, the Subadvisers are responsible for managing the investment operations of a portion of the assets of the Portfolio and for making investment decisions and placing orders to purchase and sell securities for such portion of the Portfolio, 7
all in accordance with the investment objective and policies of the Portfolio, as reflected in its current prospectus and statement of additional information, and as may be adopted from time to time by the Board. In accordance with the requirements of the 1940 Act, the Subadvisers will maintain all books and records required to be maintained by an investment adviser and will render to the Board such periodic and special reports, as the Board may reasonably request.
Each of the New Subadvisory Agreements will remain in full force and effect for a period of two years from the date of its execution and will continue thereafter, as long as its continuance is specifically approved at least annually by vote of a majority of the outstanding voting securities (as that term is defined in the 1940 Act) of the Portfolio, or by the Board, including the approval by a majority of the Independent Trustees, at a meeting called for the purpose of voting on such approval; provided, however, that each of the New Subadvisory Agreements (i) may be terminated at any time without the payment of any penalty, either by vote of the Board or by vote of a majority of the outstanding voting securities of the Portfolio, (ii) will terminate automatically in the event of its assignment (within the meaning of the 1940 Act) or upon the termination of the investment management agreement between the Manager and the Trust for the Portfolio (the Management Agreement), and (iii) may be terminated at any time by the Subadvisers, or by the Manager on not more than 60 days', nor less than 30 days', written notice to the other party to the New Subadvisory Agreements.
Each New Subadvisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence in the performance of its duties, or reckless disregard of its obligations and duties thereunder, the Subadvisers will not be liable for any act or omission in connection with its activities as a subadviser to the Portfolio.
Directors and Officers of PGIM Investments and ASTIS
Set forth below is the name, title and principal occupation of the principal executive officer of PGIM Investments. There are no directors of PGIM Investments. The address of the principal executive officer of PGIM Investments is 655 Broad Street, 17th Floor, Newark, New Jersey 07102. None of the officers or directors of PGIM Investments are also officers or directors of the Subadvisers.
Name | Position with PGIM Investments | Principal Occupations |
| | |
Stuart S. Parker | President, Chief Executive Officer, | President, Chief Executive Officer, Chief |
| Chief Operating Officer, Officer-in- | Operating Officer and Officer in Charge of |
| Charge | PGIM Investments LLC (formerly known as |
| | Prudential Investments LLC) (since January |
| | 2012); formerly Executive Vice President of |
| | Jennison Associates LLC and Head of Retail |
| | Distribution of PGIM Investments LLC (June |
| | 2005–December 2011); Investment Company |
| | Institute - Board of Governors (since May |
| | 2012). |
Set forth below are the names, titles and principal occupations of the principal executive officer and the directors of ASTIS. Unless otherwise indicated, the address of each individual is One Corporate Drive, Shelton, Connecticut 06484. None of the officers or directors of ASTIS are also officers or directors of the Subadvisers.
Name | | Position with ASTIS | | Principal Occupations |
| | | | |
Scott E. Benjamin* | Director and Executive Vice | Executive Vice President (since May 2009) of |
| | President | | PGIM Investments LLC; Executive Vice |
| | | | President (June 2009-June 2012) and Vice |
President (since June 2012) of Prudential
Investment Management Services LLC; Executive Vice President (since September 2009) of AST Investment Services, Inc.; Senior Vice President of Product Development and Marketing, PGIM Investments (since February 2006); Executive Vice President (since June 2019) of Prudential Trust Company; formerly Vice President of Product Development and
8
Name | Position with ASTIS | Principal Occupations |
| | |
| | Product Management, PGIM Investments LLC |
| | (2003-2006). |
Timothy S. Cronin | Director, President, Chief Executive | President, Chief Executive Officer, Chief |
| Officer, Chief Operating Officer, | Operating Officer, Officer-In-Charge (since |
| Officer-in-Charge | March 2006), Director (since June 2005) of |
| | AST Investment Services, Inc.; Senior Vice |
| | President of PGIM Investments LLC (since |
| | May 2009); Vice President (since July 2006) of |
| | Pruco Life Insurance Company and Pruco Life |
| | Insurance Company of New Jersey; Senior Vice |
| | president (since May 2006) of Prudential |
| | Annuities Life Assurance Corporation; Vice |
| | President of Prudential Annuities, Inc. (since |
| | May 2003). |
Dylan J. Tyson | Director and Executive Vice | Director, President, and Chief Executive Officer |
| President | (since December 2019) of Pruco Life Insurance |
| | Company, Pruco Life Insurance Company of |
| | New Jersey, Prudential Annuities Holding |
| | Company, Inc., Prudential Annuities |
| | Information Services & Technology |
| | Corporation, Prudential Annuities Life |
| | Assurance Corporation, Prudential Annuities, |
| | Inc. and Prudential Life Insurance Company of |
| | Taiwan Inc.; Senior Vice President, Annuities |
| | (since December 2019) of Prudential Financial, |
| | Inc. and The Prudential Insurance Company of |
| | America. |
* Mr. Benjamin's principal address is 655 Broad Street, 6th Floor, Newark, NJ 07102.
Set forth below is a list of the officers of the Trust who are also officers or directors of PGIM Investments and/or ASTIS.*
Name | Position with Trust | Position with PGIM Investments | Position with ASTIS |
| | | |
Timothy S. Cronin | President | Senior Vice President | Director, President, Chief |
| | | Executive Officer, Chief |
| | | Operating Officer, |
| | | Officer-in-Charge |
| | | |
Ken Allen | Vice President | Vice President | Vice President |
Claudia DiGiacomo | Chief Legal Officer and | Chief Legal Officer, Executive Vice | Secretary |
| Assistant Secretary | President and Secretary | |
Andrew R. French | Secretary | Assistant Secretary and Vice | N/A |
| | President | |
Melissa Gonzalez | Assistant Secretary | Assistant Secretary and Vice | N/A |
| | President | |
Patrick McGuinness | Assistant Secretary | Assistant Secretary and Vice | N/A |
| | President | |
Drew Donohue | Chief Compliance Officer | Chief Compliance Officer and Vice | Chief Compliance Officer |
| | President | |
Christian J. Kelly | Chief Financial Officer | Assistant Treasurer and Vice | Vice President |
| | President | |
*Includes Mr. Cronin, who also serves as an interested trustee of the Trust.
9
Custodian
The Bank of New York Mellon, 240 Greenwich Street, New York, New York 10286, serves as custodian for the Trust's portfolio securities and cash, and, in that capacity, maintains certain financial accounting books and records pursuant to an agreement with the Trust. Subcustodians provide custodial services for any foreign assets held outside the United States.
Transfer Agent and Shareholder Servicing Agent
Prudential Mutual Fund Services LLC (PMFS), 655 Broad Street, 6th Floor, Newark, New Jersey 07102, serves as the transfer and dividend disbursing agent of the Portfolio. PMFS is an affiliate of PGIM Investments. PMFS provides customary transfer agency services to the Portfolio, including the handling of shareholder communications, the processing of shareholder transactions, the maintenance of shareholder account records, the payment of dividends and distributions and related functions. For these services, PMFS receives compensation from the Trust and is reimbursed for its transfer agent expenses, which include an annual fee per shareholder account, a monthly inactive account fee per shareholder account and its out-of-pocket expenses; including, but not limited to, postage, stationery, printing, allocable communication expenses and other costs.
BNY Mellon Asset Servicing (US) Inc. (BNYAS) serves as sub-transfer agent to the Trust. PMFS has contracted with BNYAS, 301 Bellevue Parkway, Wilmington, DE 19809, to provide certain administrative functions to PMFS, the Portfolio's transfer agent. PMFS will compensate BNYAS for such services.
Distribution
Prudential Annuities Distributors, Inc. (PAD) serves as the distributor for the shares of the Portfolio. Each class of shares is offered and redeemed at its net asset value without any sales load. PAD is an affiliate of PGIM Investments. PAD is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority (FINRA).
Under the distribution agreement, the Portfolio is currently subject to an annual distribution or "12b-1" fee of 0.25% of the average daily net assets of the Portfolio. For the most recently completed fiscal year, the Portfolio incurred the following amount of fees for services provided by PAD:
Portfolio | Amount Paid |
| |
AST International Equity Portfolio | $1,370,088 |
Brokerage | |
For the most recently completed fiscal year, the Portfolio paid the following in brokerage commissions to affiliated and non- affiliated broker-dealers:
Portfolio | Amount Paid |
| |
AST International Equity Portfolio | $505,288 |
Shareholder Communication Costs | |
The Manager or its affiliates will pay for the costs associated with preparing and distributing this information statement. The Portfolio pays a fee under a Rule 12b-1 plan covering a variety of services, including paying the printing and mailing costs of information statements.
Shareholder Proposals
The Trust, as a Massachusetts business trust, is not required to hold annual meetings of shareholders, and the Trustees do not intend to hold such meetings unless shareholder action is required in accordance with the 1940 Act or the Trust's Declaration of Trust. A shareholder proposal intended to be presented at any meeting of shareholders of the Trust must be received by the Trust at a reasonable time before the Trustees' solicitation relating thereto is made in order to be included in the Trust's proxy statement and form of proxy relating to that meeting and presented at the meeting. The mere submission of a proposal by a shareholder
10
does not guarantee that the proposal will be included in the proxy statement because certain rules under the federal securities laws must be complied with before inclusion of the proposal is required.
Annual and Semi-Annual Reports
The Trust's annual reports, semi-annual reports and information statements are sent to shareholders. Only one copy of a report or information statement, as applicable, may be delivered to multiple shareholders sharing an address unless the Trust receives contrary instructions from one or more of the shareholders. A copy of the Trust's most recent annual report, semi-annual report or information statement may be obtained without charge by writing the Trust at 655 Broad Street, 6th Floor, Newark, New Jersey 07102 or by calling (800) 778-2255 (toll free).
Shareholder Information
Information on the share ownership of the Portfolio is set forth in Exhibit I to this information statement.
Andrew R. French
Secretary
Dated: June 1, 2023
11
EXHIBIT A
ADVANCED SERIES TRUST
AST International Equity Portfolio
SUBADVISORY AGREEMENT
Agreement made as of this 24th day of February, 2023 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;
WHEREAS, the Co-Managers have entered into a Management Agreement (the Management Agreement) dated May 1, 2003, with Advanced Series Trust (formerly American Skandia Trust), a Massachusetts business trust (the Trust) and a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), pursuant to which PGIM Investments and AST act as Co-Managers of the Trust;
WHEREAS, the Co-Managers, acting pursuant to the Management Agreement, desire to retain the Subadviser to provide investment advisory services to the Trust and one or more of its series as specified in Schedule A hereto (individually, a Portfolio or the Trust and collectively, with the Trust, referred to herein as the Trust) and to manage such portion of the Trust as the Co- Managers shall from time to time direct and the Subadviser is willing to render such investment advisory services; and
NOW, THEREFORE, the Parties agree as follows:
1.(a) Subject to the supervision of the Co-Managers and the Board of Trustees of the Trust, the Subadviser shall manage such portion of the Trust's portfolio as delegated to the Subadviser by the Co-Managers (the "Allocated Portion"), including the purchase, retention and disposition thereof, in accordance with the Trust's investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"), and subject to the following understandings:
(i)The Subadviser shall provide a continuous investment program with respect to the Allocated Portion of the Trust's investments as the Co-Managers shall direct, and shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Trust, and what portion of the assets will be invested or held uninvested as cash.
(ii)In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the copies of the Amended and Restated Declaration of Trust of the Trust, the By-laws of the Trust, the Prospectus of the Trust, and the Trust's valuation procedures as provided to it by the Co-Managers (the Trust Documents) and with the instructions and directions of the Co-Managers and of the Board of Trustees of the Trust that are not inconsistent with the Trust Documents), cooperate with the Co-Managers' (or their designees') personnel responsible for monitoring the Trust's compliance and will conform to, and comply with, the requirements of the 1940 Act, the Commodity Exchange Act of 1936, as amended (the CEA), the Internal Revenue Code of 1986, as amended, and all other applicable federal laws and regulations. In addition, the Subadviser shall manage the Allocated Portion in conformity with applicable state laws and regulations and such state insurance laws as Manager informs Subadviser are applicable to the Trust ("State Insurance Laws"). In connection therewith, the Subadviser shall, among other things, assist the Co-Managers in the preparation and filing of such reports as the Trust is, or may in the future be, required to file with the Securities and Exchange Commission (the Commission). The Co-Managers shall provide Subadviser timely with copies of any updated Trust Documents.
(iii)The Subadviser's authority hereunder shall include the power to buy, sell, and hold such securities, futures contracts and other instruments; to open accounts and execute trading agreements and any other reasonable and customary documents and representation letters on behalf of the Allocated Portion as the Subadviser deems appropriate. The Subadviser may place orders with or through such persons, brokers, dealers or futures commission merchants, including any person or entity affiliated with the Subadviser (collectively, Brokers), as it determines in its discretion subject to the requirements of this subsection (iii). In executing transactions for the Trust and selecting Brokers, the Subadviser will use its best efforts to seek on behalf of the Trust the best overall terms available. Within the framework of this policy, the Subadviser shall consider all the factors that it deems relevant including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the Broker, the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis.
A-1
On occasions when the Subadviser deems the purchase or sale of a security, futures contract or other instruments to be in the best interest of the Trust as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities, futures contracts or other instruments to be sold or purchased. In such event, allocation of the securities, futures contracts or other instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to such other clients. The Co-Managers recognize that, in some cases, this procedure may limit the size of the position that may be acquired or sold for the Trust.
(iv)The Subadviser is authorized to purchase, sell, hold and generally deal in and with derivatives as set forth in the Prospectus of the Trust. The Co-Managers hereby authorize Subadviser to open accounts and execute documents, representations, warranties, indemnities and representation letters in the name of, binding against and on behalf of the Trust, including without limitation, futures and options account agreements, International Swaps and Derivatives Association, Inc., master agreements and any related clearing agreements or control agreements related to derivatives transactions for all purposes necessary or desirable in Subadviser's view to effectuate Subadviser's activities under this Agreement. To the extent the Portfolio qualifies as a "qualified eligible person" within the meaning of the Commodity Futures Trading Commission ("CFTC") Regulation Rule 4.7, the Co- Managers on behalf of the Portfolio consent to the Portfolio's treatment by the Subadviser as a qualified eligible person.
(v)The Subadviser shall maintain all books and records with respect to the Allocated Portion's portfolio transactions effected by it as required by Rule 31a-l under the 1940 Act, and shall render to the Trust's Board of Trustees such periodic and special reports as the Trustees may reasonably request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the Trustees or officers or employees of the Trust with respect to any matter discussed herein, including, without limitation, the valuation of the Trust's securities.
(vi)The Subadviser or an affiliate shall provide the Trust's custodian on each business day with information relating to all transactions concerning the Allocated Portion, and shall provide the Co-Managers with such information upon request of the Co- Managers.
(vii)The Subadviser and the Co-Managers understand and agree that if the Co-Managers manage the Trust in a "manager-of- managers" style, the Co-Managers will, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.
(viii)The Co-Managers acknowledge that investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Manager agrees that Subadviser may give advice and take action with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Trust. It is Subadviser's policy, to the extent practicable, to allocate investment opportunities among clients over a period of time on a fair and equitable basis. Manager recognizes that Subadviser, in effecting transactions for its various accounts, may not always be able to take or liquidate investment positions in the same security at the same time and at the same price. It is understood that Subadviser shall not have any obligations to purchase or sell, or to recommend for purchase or sale, for the Trust any security which Subadviser or its affiliates, their directors, officers, principals or employees may purchase or sell for its or their own accounts or for the account of any other client, if in the opinion of Subadviser such transaction or investment appears unsuitable, impractical or undesirable for the Trust, except as required by law. Nothing in this Agreement will in any way limit or restrict Subadviser or any of its respective officers, directors, principals, affiliates or employees from buying, selling or trading in any securities for its or their own accounts or other accounts. Manager acknowledges and agrees that Subadviser and its affiliates may make different investment decisions with respect to each of its clients or for its own account, and that such fact shall not be relied upon by Manager or any of Manager's agents or representatives as evidence of a breach of Subadviser 's duties hereunder. Nothing in this Agreement shall limit or restrict the right of the Subadviser, the Co-Managers, the Trust, or any of their respective directors, officers, affiliates or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business, whether of a similar nature or a dissimilar nature.
(ix)The Subadviser acknowledges that the Co-Managers and the Trust intend to rely on Rule 17a-l0, Rule l0f-3, Rule 12d3-1 and Rule 17e-l under the 1940 Act, and the Subadviser hereby agrees that it shall not consult with any other subadviser to the Trust with respect to transactions in securities for the Trust's portfolio or any other transactions of Trust assets. However, nothing in this Section shall be deemed to prohibit the Subadviser from consulting with any of the other subadvisers concerning compliance with paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. In addition, nothing herein shall be deemed to
A-2
prohibit the Manager and the Subadviser from consulting with each other concerning transactions for the Allocated Portion in securities or other assets.
(x)Conflicts of interest may arise in the course of providing the Subadviser's services and information on the Subadviser's conflicts of interest policy may be found in the Subadviser's FCA Disclosure Document and its current Form ADV provided to the Co-Managers.
(b)The Subadviser shall keep the Trust's books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall timely furnish to the Co-Managers all information relating to the Subadviser's services hereunder needed by the Co-Managers to keep the other books and records of the Trust required by Rule 31a-1 under the 1940 Act or any successor regulation. The Subadviser agrees that all records which it maintains for the Trust are the property of the Trust, and the Subadviser will tender promptly to the Trust any of such records upon the Trust's request, provided, however, that the Subadviser may retain a copy of such records. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act or any successor regulation any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.
(c)The Subadviser is a commodity trading advisor duly registered with the Commodity Futures Trading Commission (the CFTC) and is a member in good standing of the National Futures Association (the NFA). The Subadviser shall maintain such registration and membership in good standing during the term of this Agreement. Further, the Subadviser agrees to notify the Co-Managers promptly upon (i) a statutory disqualification of the Subadviser under Sections 8a(2) or 8a(3) of the CEA, (ii) a suspension, revocation or limitation of the Subadviser's commodity trading advisor registration or NFA membership, or (iii) to the extent permitted by law, regulation, regulatory requirement or the Subadviser's policy, the institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which the Subadviser is subject or has been advised it is a target.
(d)In connection with its duties under this Agreement, the Subadviser agrees to maintain adequate compliance procedures designed to comply with the 1940 Act, the CEA, the Advisers Act, and other applicable federal regulations and state law and/or requirements, State Insurance Laws and applicable rules of any self-regulatory organization.
(e)The Subadviser shall maintain a written code of ethics (the Code of Ethics) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, a copy of which shall be provided to the Co-Managers and the Trust, and shall institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from violating its Code of Ethics. The Subadviser shall follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it maintains adequate compliance procedures designed to comply with the 1940 Act, the Advisers Act, and other applicable federal laws and regulations, state law and/or requirements and State Insurance Laws. In particular, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, non public information by the Subadviser and its employees as required by the applicable federal securities laws.
(f)The Subadviser shall furnish to the Co-Managers copies of (i) all records prepared in connection with the performance of this Agreement and (ii) any reports prepared for external distribution in accordance with the compliance procedures maintained pursuant to paragraph 1(d) hereof as the Co-Managers may reasonably request.
(g)The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Allocated Portion in accordance with the Subadviser's proxy voting policy in effect from time to time and the Subadviser will comply with such reasonable reporting and other requirements as shall be established by the Co-Managers.
(h)The Subadviser agrees to provide reasonable assistance to the Co-Managers or the Trust's Custodian in determining the value of any of the Trust's portfolio investments. Such reasonable assistance shall include (but is not limited to): upon the request of the Co-Managers or the Trust's Custodian, assisting in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to portfolio investments. Upon reasonable request from the Co-Managers, the Subadviser shall make its employees and officers reasonably available for consultation with the valuation committee of the Trust or the Co-Managers to assist them in their valuation of the investments of the Trust as the valuation committee or the Co-Managers may request from time to time, including making available information of which the Subadviser has knowledge related to the investments being valued.
(i)The Subadviser shall provide the Co-Managers with any information reasonably requested regarding its management of the Allocated Portion required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Trust with the Commission. The Subadviser shall provide the Co-Managers with any reasonable certification, documentation or other information reasonably requested or required by the Co-Managers for purposes of the certifications of shareholder reports by the Trust's principal financial officer and principal executive officer pursuant to the Sarbanes Oxley Act of 2002 or other law
A-3
or regulation. The Subadviser shall inform the Trust and the Co-Managers as soon as reasonably practicable if the Subadviser becomes aware of any information in the Prospectus that is (or will become) materially inaccurate or incomplete.
(j)The Subadviser shall comply with the applicable portions of the Trust's Documents provided to the Subadviser by the Co- Managers. The Subadviser shall notify the Co-Managers as soon as reasonably practicable upon detection of any material breach of such Trust Documents by Subadviser.
(k)The Subadviser shall keep the Trust's Co-Managers informed of developments relating to its duties as Subadviser of which the Subadviser has knowledge that would materially affect the Trust. In this regard, the Subadviser shall provide the Trust, the Co-Managers, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement and the Co-Managers may from time to time reasonably request. Additionally, prior to each Board meeting, the Subadviser shall provide the Co-Managers and the Board with reports regarding the Subadviser's management of the Allocated Portion of the Trust's portfolio during the most recently completed quarter, in such form as may be mutually agreed upon by the Subadviser and the Co-Managers. The Subadviser shall certify quarterly to the Co-Managers that it and its "Advisory Persons" (as defined in Rule 17j-1 under the 1940 Act) have complied materially with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1 under the 1940 Act, concerning the Subadviser's Code of Ethics and compliance program, respectively, to the Co-Managers. Upon written request of the Co-Managers with respect to material violations of the Code of Ethics directly affecting the Trust, the Subadviser shall permit representatives of the Trust or the Co-Managers to examine reports (or summaries of the reports) required to be made by Rule 17j-l(d)(1) relating to enforcement of the Code of Ethics.
2.The Co-Managers shall continue to have responsibility for all services to be provided to the Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Co-Managers shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the Allocated Portion, cash requirements and cash available for investment in the Allocated Portion, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Trust that affect the duties of the Subadviser).
3.For the services provided pursuant to this Agreement, the Co-Managers shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Trust's average daily net assets of the Allocated Portion as described in the attached Schedule A. Expense caps or fee waivers for the Trust that may be agreed to by the Co-Managers, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Co-Managers.
4.Confidentiality. (a) Each party agrees that it will treat confidentially all information provided by any other party (the "Discloser") regarding the Discloser's businesses and operations, including without limitation the investment activities or holdings of the Allocated Portion ("Confidential Information"). All Confidential Information provided by the Discloser shall be used only by the other party hereto (the "Recipient") solely for the purposes of rendering services pursuant to this Agreement, and shall not be disclosed to any third party, without the prior consent of the Discloser, except for a limited number of employees, attorneys, accountants and other advisers of the Recipient and its affiliates under common control with Recipient on a need-to- know basis and solely for the purposes of rendering services under this Agreement.
(b)Confidential Information shall not include any information that: (i) is public when provided or thereafter becomes public through no wrongful act of the Recipient; (ii) is demonstrably known to the Recipient prior to execution of this Agreement; (iii) is independently developed by the Recipient through no wrongful act of the Recipient in the ordinary course of business outside of this Agreement; (iv) is generally employed by the trade at the time that the Recipient learns of such information or knowledge; or (v) has been rightfully and lawfully obtained by the Recipient from any third party.
(c)In the event that the Recipient is requested or required (by deposition, interrogatories, requests for information or documents in legal proceedings, subpoenas, civil investigative demand or similar process, or by a governmental or regulatory agency or authority), in connection with any proceeding, to disclose any of the Discloser's Confidential Information, the Recipient will, to the extent permitted by law, regulation or regulatory authority, give the Discloser prompt written notice of such request or requirement to allow the Discloser an opportunity to obtain a protective order or otherwise obtain assurances that confidential treatment will be accorded to such Confidential Information. In the event that such protective order or other remedy is not obtained, disclosure shall be made of only that portion of the Confidential Information that is legally required to be disclosed. All Confidential Information disclosed as required by law shall nonetheless continue to be deemed Confidential Information. Notwithstanding anything to the contrary in the foregoing, no such notification shall be required in respect of any disclosure to regulatory authorities having jurisdiction over the Recipient or any of its affiliates.
A-4
(d)Notwithstanding anything to the contrary in the foregoing, to the extent that any market counterparty with whom Subadviser deals requires information relating to the Portfolio or the Trust (including, but not limited to, the identity and market value of the Portfolio, or the Allocated Portion), Subadviser shall be permitted to disclose such information to the extent necessary to effect transactions on behalf of the Trust.
5.The Parties' Information Security Programs. Each party represents and warrants the following:
(a)It and its parent company have implemented and currently maintain an effective information security program (the "Information Security Program") which includes administrative, technical, and physical safeguards and other security measures necessary to protect (i) the security and confidentiality of Confidential Information; (ii) against anticipated threats or hazards to the security or integrity of Confidential Information; and (iii) against unauthorized access to, destruction, modification, disclosure or use of Confidential Information.
(b)Its Information Security Program complies with applicable laws and regulations with respect to the privacy and data security of Confidential Information.
(c)It shall maintain appropriate access controls, including, but not limited to, limiting access to Confidential Information to its employees who require such access in order to provide the services under this Agreement.
(d)It or its parent company conducts risk assessments as it determines to be reasonably necessary to identify and assess risks to the security, confidentiality, and integrity of Confidential Information; and evaluates, where necessary, the effectiveness of its information security controls.
(e)In the event that it confirms unauthorized access, disclosure, or material damage to Confidential Information (each a "Security Incident"), it shall notify the other party as soon as reasonably practicable.
(f)It shall provide the other party with information related to its Information Security Program.
(g)Upon Co-Managers' request, Subadviser will include a member(s) of its staff that is familiar with its Information Security Program in the periodic due diligence meetings with Co-Managers' staff to provide a presentation and answer questions on its Information Security Program.
6.(a) The Subadviser will not engage any third party to provide discretionary investment management services to the Allocated Portion without the express written consent of the Co-Managers. The Subadviser may employ an affiliate or a third party to perform administrative duties such as accounting, reporting, proxy voting and other ancillary services without the prior consent of the Co-Managers. In either case, the Subadviser will act in good faith in the selection, use and monitoring of affiliates and other third parties, and any delegation or appointment hereunder shall not relieve the Subadviser of any of its obligations under this Agreement. The Subadviser agrees that it remains liable to the Co-Managers for an affiliate's or third party's compliance with this Agreement, applicable regulations and requirements to the same extent as if the Subadviser itself had acted or failed to act instead of the affiliate or third party.
(b)Notwithstanding any other provision of the Agreement, the Subadviser: (i) may provide information about the Co-Managers and the Trust to any affiliate or any unaffiliated third party for purposes of this Section 6; and (ii) shall ensure that any affiliate or unaffiliated third party to which services have been delegated hereunder is subject to confidentiality and non-disclosure obligations that are substantially similar to the confidentiality and non-disclosure obligations to which the Subadviser is subject under this Agreement.
7.The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Co-Managers in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Co-Managers or the Trust may have against the Subadviser under federal or state securities laws. The Co-Managers shall indemnify the Subadviser, its affiliated persons, and their officers, directors and employees, for any liability and expenses, including reasonable attorneys' fees, which may be sustained as a direct result of the Co-Managers' willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Co-Managers, its affiliated persons, and their officers, directors and employees, for any liability and expenses, including reasonable attorneys' fees, which may be sustained as a direct result of the Subadviser's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. Neither the Co-Managers nor the Subadviser shall be liable for any special, consequential, incidental or punitive damages.
8.This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees
A-5
135724114_7
of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust, or by the Co- Managers or the Subadviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it will promptly notify the Trust and the Co-Managers of the occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change of control (as defined in the 1940 Act) of the Subadviser.
To the extent that the Co-Managers delegate to the Subadviser management of all or a portion of a Portfolio of the Trust previously managed by a different subadviser or the Co-Managers, the Subadviser agrees that its duties and obligations under this Agreement with respect to that delegated Portfolio or portion thereof shall commence as of the close of business on the date the Co-Managers begin the transition process to allocate management responsibility to the Subadviser. The Co-Managers will commence the transition process for the delegated Portfolio or portion thereof of the Portfolio listed on Schedule A at the close of business on a date mutually agreed upon by the Co-Managers and the Subadviser and the Subadviser will become a subadviser of the Portfolio at that time. Notwithstanding anything to the contrary in the foregoing, if the Co-Managers engage a transition manager to execute purchases and sales in the delegated Portfolio or delegated portion thereof, the Subadviser will not be liable for losses caused by the default, fraud, act or omission, negligence or willful misconduct of such transition manager.
Any notice herein required is to be in writing and is deemed to have been given to the Subadviser, Co-Manager or the Trust upon receipt of the same at their respective addresses set forth below. All written notices required or permitted to be given under this Agreement will be delivered by personal service, by postage mail – return receipt requested or sent by electronic transmission (via email) or a similar means of same day delivery which provides evidence of receipt (or with a confirming copy by mail as set forth herein).
All notices provided to the Co-Managers will be sent to:
655 Broad Street, 6th Floor Newark, NJ 07102
Attention: Secretary (for PGIM Investments)
Email: ashley.martin@prudential.com; kyle.bausch@prudential.com; Jennifer.yamin@prudential.com; and christopher.accumanno@prudential.com
and
One Corporate Drive
Shelton, Connecticut 06484
Attention: Secretary (for ASTIS)
All notices provided to the Trust will be sent to:
655 Broad Street, 6th Floor
Newark, NJ 07102
Attention: Secretary
All notices provided to the Subadviser will be sent to:
J.P. Morgan Investment Management Inc. 270 Park Avenue
New York, NY 10017 Attn: Madalina Bal
Email: madalina.bal@jpmorgan.com
9.During the term of this Agreement, the Co-Managers agree to furnish the Subadviser at its principal office all prospectuses, proxy statements, and reports to shareholders which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. During the term of this Agreement, the Co-Managers also agree to furnish the Subadviser, upon request, representative samples of marketing and sales literature or other material prepared for distribution to shareholders of the Trust or the public, which make reference to the Subadviser. The Co-Managers further agree to prospectively make reasonable changes to such materials upon the Subadviser's written request, and to implement those changes in the next regularly scheduled production of those materials or as soon as reasonably practical. All such prospectuses, proxy statements, replies to shareholders, marketing
A-6
and sales literature or other material prepared for distribution to shareholders of the Trust or the public which make reference to the Subadviser may be furnished to the Subadviser hereunder by electronic mail, first-class or overnight mail, facsimile transmission equipment or hand delivery.
10.No provision of this Agreement may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by all parties and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.
11.This Agreement shall be governed by the laws of the State of New York.
12.This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument.
Any question of interpretation of any term or provision of this Agreement having a counterpart or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
13.The Co-Managers and the Trust each acknowledges that the Subadviser operates so as to comply with all applicable federal, state and local laws relating to the prevention of money laundering and terrorist financing. The Co-Managers and the Trust each hereby acknowledges that it or its service provider agent has policies and procedures in place designed to comply with Anti - Money Laundering ("AML") requirements in the United States, including the Bank Secrecy Act as amended by the USA PATRIOT ACT as amended, and other applicable laws and regulations in those jurisdictions where the Co-Managers or the Trust operate, relating to the prevention of money laundering and terrorist financing ("AML Program"). The Co-Managers and the Trust each also acknowledges that it or its service provider agent has policies and procedures in place designed to comply with the prohibitions and restrictions mandated by the U.S. Treasury Department's Office of Foreign Assets Control and all other sanctions laws and regulations applicable in the jurisdictions in which it operates. To the knowledge of the Co-Managers and the Trust, any solicitations and other activities by it or, as applicable, its service providers in connection with the Trust have been and will be conducted in accordance with such applicable AML and sanctions laws and regulations.
A-7
PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS ACCOUNT DOCUMENT.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
PGIM INVESTMENTS LLC
By: /s/ Timothy Cronin
Name: Timothy Cronin
Title: Senior Vice President
AST INVESTMENT SERVICES, INC.
By: /s/ Timothy Cronin
Name: Timothy Cronin
Title: President
J.P. MORGAN INVESTMENT MANAGEMENT INC.
By: /s/ Madalina Bal
Name: Madalina Bal
Title: Vice President
A-8
SCHEDULE A
ADVANCED SERIES TRUST
As compensation for services provided by J.P. Morgan Investment Management Inc. (J.P. Morgan), PGIM Investments LLC and AST Investment Services, Inc. will pay J.P. Morgan a subadvisory fee on the average daily net assets managed by J.P. Morgan that is equal, on an annualized basis, to the following:
Portfolio Name | Subadvisory Fee for the Portfolio* |
AST International Equity Portfolio | 0.35% of average daily net assets to $250 million; |
| 0.33% of average daily net assets on next $250 million; and |
| 0.30% of average daily net assets over $500 million |
*In the event J.P. Morgan invests Trust assets in other pooled investment vehicles it manages or subadvises, J.P. Morgan will waive its subadvisory fee for the Trust in an amount equal to the acquired fund fee paid to J.P. Morgan with respect to the Trust assets invested in such acquired fund. Notwithstanding the foregoing, the subadvisory fee waivers will not exceed 100% of the subadvisory fee.
Dated as of: February 24, 2023
A-9
EXHIBIT B
ADVANCED SERIES TRUST
AST International Equity Portfolio
SUBADVISORY AGREEMENT
Agreement made as of this 6th day of March, 2023 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 LSV Asset Management, a Delaware general partnership (LSV or the Subadviser),
WHEREAS, the Co-Managers have entered into a Management Agreement (the Management Agreement) dated May 1, 2003, with Advanced Series Trust (formerly American Skandia Trust), a Massachusetts business trust (the Trust) and a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), pursuant to which PGIM Investments and ASTIS act as Co-Managers of the Trust; and
WHEREAS, the Co-Managers, acting pursuant to the Management Agreement, desire to retain the Subadviser to provide investment advisory services to the Trust and one or more of its series as specified in Schedule A hereto (individually and collectively, with the Trust, referred to herein as the Trust) and to manage such portion of the Trust as the Co-Managers shall from time to time direct, and the Subadviser is willing to render such investment advisory services; and
NOW, THEREFORE, the Parties agree as follows:
1.(a) Subject to the supervision of the Co-Managers and the Board of Trustees of the Trust, the Subadviser shall manage such portion of the Trust's portfolio as delegated to the Subadviser by the Co-Managers, including the purchase, retention and disposition thereof, in accordance with the Trust's investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"), and subject to the following understandings:
(i)The Subadviser shall provide supervision of such portion of the Trust's investments as the Co-Managers shall direct, and shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Trust, and what portion of the assets will be invested or held uninvested as cash.
(ii)In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the copies of the Amended and Restated Declaration of Trust of the Trust, the By-laws of the Trust, the Prospectus of the Trust, and the Trust's valuation procedures as provided to it by the Co-Managers (the Trust Documents) and with the instructions and directions of the Co-Managers and of the Board of Trustees of the Trust, co-operate with the Co-Managers' (or their designees') personnel responsible for monitoring the Trust's compliance and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other federal and state laws and regulations, each only as applicable to Subadviser's obligations hereunder. In connection therewith, the Subadviser shall, among other things, prepare and file such reports as are, or may in the future be, required of the Subadviser by the Securities and Exchange Commission (the Commission), it being understood and agreed that the Subadviser shall not be responsible for any filings or portions thereof required of the Trust or the Co-Managers, except as agreed to in writing on a case-by-case basis. The Co-Managers shall provide Subadviser timely with copies of any updated Trust Documents relating to the Subadviser's duties with respect to the portion of the Trust delegated to it, and afford the Subadviser notice of any changes to its duties thereunder and reasonable time to comply therewith.
(iii)The Subadviser shall determine the securities and other instruments to be purchased or sold by such portion of the Trust's portfolio, as applicable, and may place orders with or through such persons, brokers, dealers or futures commission merchants, including any person or entity affiliated with the Co-Managers or Subadviser (collectively, Brokers), to carry out the policy with respect to brokerage as set forth in the Trust's Prospectus or as the Board of Trustees may direct in writing from time to time. In providing the Trust with investment supervision, it is recognized that the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by Brokers who may effect or be a party to any such transaction or other transactions to which the Subadviser's other clients may be a party. The Co-Managers (or Subadviser) to the Trust each shall have discretion to effect investment transactions for the Trust through Brokers (including, to the extent legally permissible, Brokers affiliated with the Subadviser) qualified to obtain best execution of such transactions who provide
C-1
brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Trust to pay any such Brokers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another Broker would have charged for effecting that transaction, if the brokerage or research services provided by such Broker, viewed in light of either that particular investment transaction or the overall responsibilities of the Co-Managers (or the Subadviser) with respect to the Trust and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission. On occasions when the Subadviser deems the purchase or sale of a security or other instrument to be in the best interest of the Trust as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other instruments to be sold or purchased. In such event, allocation of the securities or other instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to such other clients. In connection herewith, the Subadviser is authorized to execute and provide account documentation, agreements, contracts, or other documents requested by brokers, dealers, crossing networks, banks, or other persons in connection with its management of the portion of the Trust delegated to it, and to generally perform any other act necessary to enable the Subadviser to perform the services contemplated hereby.
(iv)The Subadviser shall maintain all books and records with respect to the Trust's portfolio transactions effected by it as required by Rule 31a-l under the 1940 Act, and shall render to the Trust's Board of Trustees such periodic and special reports as the Trustees may reasonably request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the Trustees or officers or employees of the Trust with respect to any matter discussed herein, including, without limitation, the valuation of the Trust's securities in accordance with section 1(g) hereof.
(v)The Subadviser or an affiliate shall provide the Trust's custodian on each business day with information relating to all transactions concerning the portion of the Trust's assets it manages, and shall provide the Co-Managers with such information upon request of the Co-Managers. The Subadviser shall not take possession or custody of any of the Trust's assets. The Co- Managers and Trust shall direct the custodian that the Subadviser is authorized to give instructions for the purchase, sale, conversion, exchange, or retention of any security, cash, or cash equivalent in respect of the portion of the Trust delegated to the Subadviser, and shall be provided copies of all statements or reports prepared by the custodian for such portion of the Trust.
(vi)The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, the Subadviser and Co-Managers understand and agree that if the Co-Managers manage the Trust in a "manager-of-managers" style, the Co-Managers will, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.
(vii)The Subadviser acknowledges that the Co-Managers and the Trust intend to rely on Rule 17a-l0, Rule l0f-3, Rule 12d3-1 and Rule 17e-l under the 1940 Act, and the Subadviser hereby agrees that it shall not consult with any other subadviser to the Trust with respect to transactions in securities for the Trust's portfolio or any other transactions of Trust assets.
(b)The Subadviser shall keep the Trust's books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall timely furnish to the Co-Managers all information relating to the Subadviser's services hereunder needed by the Co-Managers to keep the other books and records of the Trust required by Rule 31a-1 under the 1940 Act or any successor regulation. The Subadviser agrees that all records which it maintains for the Trust are the property of the Trust, and the Subadviser will tender promptly to the Trust any of such records upon the Trust's request, provided, however, that the Subadviser may retain a copy of such records. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act or any successor regulation any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.
(c)In connection with its duties under this Agreement, the Subadviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations, and applicable rules of any self-regulatory organization.
(d)The Subadviser shall maintain a written code of ethics (the Code of Ethics) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, a copy of which shall be provided to the Co-Managers and the Trust, and shall institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from violating its Code of Ethics. The Subadviser shall follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it maintains
B-2
adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state laws and regulations. In particular, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, non public information by the Subadviser and its employees as required by the applicable federal securities laws.
(e)The Subadviser shall furnish to the Co-Managers copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(c) hereof as the Co-Managers may reasonably request.
(f)The Subadviser shall be responsible for the voting of shareholder proxies with respect to the investments and securities held in the Trust's portfolio, subject to its policies and procedures and such reasonable reporting and other requirements as shall be established by the Co-Managers. Notwithstanding the foregoing, the Trust and not the Subadviser shall be responsible for any and all monitoring or filing in connection with bankruptcies, class actions, or other securities litigations involving the securities held or previously held in the portion of the Trust delegated to the Subadviser, or involving the issuers of such securities.
(g)The Subadviser agrees to use reasonable efforts to evaluate whether market quotations are readily available for the Trust's portfolio investments and whether those market quotations are reliable for purposes of internally valuing the Trust's portfolio investments, and to promptly notify the Co-Managers upon the occurrence of any significant event with respect to any of the Trust's portfolio investments held in the portion of the Trust delegated to the Subadviser in accordance with the requirements of the 1940 Act and any related written guidance from the Commission and the Commission staff. Upon reasonable request from the Co-Managers, the Subadviser (through a qualified person) will assist the valuation committee of the Trust or the Co-Managers in valuing investments of the Trust as may be required from time to time, including making available information of which the Subadviser has knowledge related to the investments being valued. The Co-Managers and Trust acknowledge and agree that the Subadviser is not the Trust's pricing agent and shall not be deemed a substitute for any independent pricing agent or valuation committee of the Trust, and that none of the valuation information which the Subadviser provides pursuant to this section 1(g) shall be deemed to be the official books and records of the Trust for tax, accounting, or any other purpose.
(h)The Subadviser shall provide the Co-Managers with any information reasonably requested regarding its management of the Trust's portfolio required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Trust with the Commission. The Subadviser shall provide the Co-Managers with any reasonable certification, documentation or other information reasonably requested or required by the Co-Managers for purposes of the certifications of shareholder reports by the Trust's principal financial officer and principal executive officer pursuant to the Sarbanes Oxley Act of 2002 or other law or regulation, provided that the content of such certifications, documentation, or other information relates only to the duties and obligations of the Subadviser hereunder. The Subadviser shall promptly inform the Trust and the Co-Managers if the Subadviser becomes aware of any information that it provided to the Co-Managers for inclusion in the Prospectus that is (or will become) materially inaccurate or incomplete. The Co-Managers and Trust hereby acknowledge receipt of Subadviser's most recent Form ADV Part 2, including the risks and conflicts disclosures contained therein, and consent to electronic delivery of Subadviser's Form ADV and amendments or annual updates thereto during the term of this Agreement.
(i)The Subadviser shall notify the Co-Managers as soon as reasonably practicable upon determination of any material breach of the Trust Documents.
(j)The Subadviser shall keep the Trust's Co-Managers informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Trust. In this regard, the Subadviser shall provide the Trust, the Co-Managers, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement and the Co-Managers may from time to time reasonably request. Additionally, prior to each Board meeting, the Subadviser shall provide the Co-Managers and the Board with reports regarding the Subadviser's management of the Trust's portfolio during the most recently completed quarter, in such form as may be mutually agreed upon by the Subadviser and the Co-Managers. The Subadviser shall certify quarterly to the Co-Managers that it and its "Advisory Persons" (as defined in Rule 17j-1 under the 1940 Act) have complied materially with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1 under the 1940 Act, concerning the Subadviser's Code of Ethics and compliance program, respectively, to the Co-Managers. Upon written request of the Co-Managers with respect to material violations of the Code of Ethics directly affecting the Trust, the Subadviser shall permit representatives of the Trust or the Co-Managers to examine reports (or summaries of the reports) required to be made by Rule 17j-l(d)(1) relating to enforcement of the Code of Ethics.
2.The Co-Managers shall continue to have responsibility for all services to be provided to the Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under
B-3
this Agreement. The Co-Managers shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portion of the Trust managed by the Subadviser, cash requirements and cash available for investment in such portion of the Trust, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Trust that affect the duties of the Subadviser, any list(s) of restricted investments, or similar such limitations or restrictions on Subadviser's discretion hereunder).
3.For the services provided pursuant to this Agreement, the Co-Managers shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Trust's average daily net assets of the portion of the Trust managed by the Subadviser as described in the attached Schedule A. Liability for payment of compensation by the Co-Managers to the Subadviser under this Agreement is contingent upon the Co-Managers' receipt of payment from the Trust for management services described under the Management Agreement between the Trust and the Co-Managers. Expense caps or fee waivers for the Trust that may be agreed to by the Co-Managers, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Co-Managers.
4.(a) Each party acknowledges that, in this course of dealing, it may receive or have access to confidential and business and other proprietary information of the other parties, or third parties with whom they conduct business. Such information is collectively referred to as "Confidential Information." Each party agrees that it shall treat Confidential Information of another party as confidential and shall not use such Confidential Information or disclose such Confidential Information to third parties, except to the extent necessary for purposes of rendering services or performing obligations pursuant to this Agreement, as required by applicable law, rule or regulation or as otherwise expressly agreed to in writing by the parties. For the avoidance of doubt, nothing in this Agreement, including the foregoing, prevents the Subadviser from utilizing the Co-Mangers' or Trust's names in the Subadviser's list of clients in its marketing materials.
(b)Each party certifies that (i) its treatment of Confidential Information is in compliance with applicable laws and regulations with respect to privacy and data security, and (ii) it has implemented and currently maintains an effective written information security program ("Information Security Program") including administrative, technical, and physical safeguards and other security measures reasonably necessary to (a) ensure the security and confidentiality of Confidential Information; (b) protect against any anticipated threats or hazards to the security or integrity of Confidential Information; and (c) protect against unauthorized access to, destruction, modification, disclosure or use of Confidential Information that could result in substantial harm or inconvenience to the other parties, or to any person who may be identified by Confidential Information. Each party shall immediately notify the other parties if it determines that itis in material breach of this Section 4(b). At the Co-Managers' reasonable request, the Subadviser agrees to certify in writing to the Co-Managers, its compliance with the terms of this Section.
(c)The Subadviser shall notify the Co-Managers or their agents of its designated primary information security manager. The security manager will be responsible for managing and coordinating the performance of the Subadviser's obligations set forth in its Information Security Program and this Section 4.
(d)The Subadviser shall review and, as appropriate, revise its Information Security Program at least annually or whenever there is a material change in the Subadviser's business practices that may reasonably affect the security, confidentiality or integrity of the information its Information Security Program is designed to protect. During the course of providing the services, the Subadviser may not alter or modify its Information Security Program in such a way that will weaken or compromise the security, confidentiality, or integrity of Confidential Information.
(e)The Subadviser shall maintain appropriate access controls, including, but not limited to, limiting access to Confidential Information to those of the Subadviser's employees or agents who reasonably require such access in order to provide the services to the Co-Managers.
(f)The Subadviser shall conduct periodic risk assessments to identify and assess reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of information its Information Security Program is designed to protect; and evaluate and improve, where necessary, the effectiveness of its information security controls. Such assessments will also consider the Subadviser's compliance with its Information Security Program and the laws applicable to the Subadviser.
(g)The Subadviser shall conduct regular penetration and vulnerability testing of its information technology infrastructure and networks. If any testing detects any anomalies, intrusions, or vulnerabilities in any information technology systems processing, storing or transmitting any of the Trust's and/or Co-Managers' Confidential Information, the Subadviser shall timely endeavor to address and mitigate those test results in a reasonably prudent manner.
B-4
(h)The Subadviser shall notify the Co-Managers, promptly and without unreasonable delay, but in no event more than four business days after reasonably determining Confidential Information of the Co-Managers or Trust has been subject to any unauthorized, unlawful or accidental access, disclosure, loss, misuse, destruction, acquisition or damage (a "Security Incident"), subject to the Subadviser not being prohibited by law, court order, regulation, or other legal restriction from furnishing such notice. Thereafter, the Subadviser shall: (i) promptly furnish to the Co-Managers a summary of the Security Incident; and (ii) assist and cooperate with the Co-Managers and the Co-Managers' designated representatives in the Co-Managers' investigation of the Security Incident. The Subadviser will make its primary information security manager available to the designated representatives of the Co-Managers to discuss any such Security Incident, cooperate with the Co-Managers in any litigation or
other formal action against third parties deemed necessary by the Co-Managers to protect the Co-Managers' rights, and take appropriate action to prevent a recurrence of any Security Incident.
(i)Upon the Co-Managers' reasonable request at any time during the term of the Agreement, the Subadviser shall promptly provide the Co-Managers with information related to the Subadviser's information security safeguards and practices.
(j)For the purpose of auditing the Subadviser's compliance with this Section, the Subadviser shall provide to the Co-Managers, on reasonable notice. reasonable assistance and cooperation of the Subadviser's relevant employees and agents; and reasonable facilities at the Subadviser's premises.
5.The Subadviser will not engage any third party to provide investment advisory services to the portion of the Trust's portfolio as delegated to the Subadviser by the Co-Managers without the express written consent of the Co-Managers. Such consent shall be granted in the Co-Managers' reasonable discretion and only to the extent that (i) the Subadviser assumes all responsibility for any action or inaction of the third-party investment advisory service provider as it relates to the Trust's portfolio as delegated to the Subadviser by the Co-Managers; and (ii) the Subadviser fully indemnifies, holds harmless, and defends the Co-Managers and its directors, officers, employees, agents, and affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including but not limited to reasonable attorney's fees and costs) which arise out of or relate to the provision of investment advisory services by any such service provider.
6.The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Co-Managers in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Co-Managers or the Trust may have against the Subadviser under federal or state securities laws. The Co-Managers shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Co-Managers' willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Co-Managers, their affiliated persons, their officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.
7.This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust, or by the Co- Managers or the Subadviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it will promptly notify the Trust and the Co-Managers of the occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change of control (as defined in the 1940 Act) of the Subadviser.
To the extent that the Co-Managers delegate to the Subadviser management of all or a portion of a portfolio of the Trust previously managed by a different subadviser or the Co-Managers, the Subadviser agrees that its duties and obligations under this Agreement with respect to that delegated portfolio or portion thereof shall commence as of the date the Co-Managers begin the transition process to allocate management responsibility to the Subadviser.
Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed electronically or by registered mail, postage prepaid, (1) to the Co-Managers at 655 Broad Street, 6th Floor, Newark, NJ 07102, Attention: Secretary, with e-mail to: benjamin.jessen@prudential.com (for PGIM Investments) and One Corporate Drive, Shelton, Connecticut, 06484, Attention: Secretary, with e-mail to: benjamin.jessen@prudential.com (for ASTIS); (2) to the Trust
B-5
at 655 Broad Street, 6th Floor, Newark, NJ 07102, Attention: Secretary, with e-mail to: Andrew.french@prudential.com; or (3)
to the Subadviser at 155 North Wacker Drive, Suite 4600, Chicago, Illinois, 60606, Attention: Chief Operating Officer, with e- mail to KPhelan@lsvasset.com.
8.Nothing in this Agreement shall limit or restrict the Subadviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.
9.During the term of this Agreement, the Co-Managers agree to implement policies and procedures reasonably designed to ensure compliance with rules and regulations applicable to the marketing and promotion of the Trust to shareholders or the public under the 1940 Act, the Advisers Act, those Commission rules thereunder, or any written guidance from the Commission or its staff, including in connection with any material which may refer to the Subadviser in any way. As may be required thereby, the Co-Managers may furnish the Subadviser at its principal office all prospectuses, proxy statements, and reports to shareholders which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. For so long as required by applicable regulations, the Co-Managers also agree to maintain and furnish to the Subadviser, upon request, copies of marketing and sales literature or other material prepared for distribution to shareholders of the Trust or the public, which make reference to the Subadviser. The Co-Managers further agree to prospectively make reasonable changes to such materials upon the Subadviser's written request, and to implement those changes in the next regularly scheduled production of those materials or as soon as reasonably practical. All such prospectuses, proxy statements, replies to shareholders, marketing and sales literature or other material prepared for distribution to shareholders of the Trust or the public which make reference to the Subadviser may be furnished to the Subadviser hereunder by electronic mail, first-class or overnight mail, facsimile transmission equipment or hand delivery.
10.This Agreement may only be amended by mutual written consent, but the consent of the Trust must be obtained in conformity with the requirements of the 1940 Act. This Agreement reflects the entire understanding between the parties concerning the subject matter hereof and supersedes any prior negotiations, representations, or agreements, written or oral, with respect to the subject matter hereof. Each party acknowledges that it has not executed this Agreement in reliance on any inducement, warranty, or representation other than as set forth herein.
11.This Agreement shall be governed by the laws of the State of New York.
12.Any question of interpretation of any term or provision of this Agreement having a counterpart or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
B-6
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
PGIM INVESTMENTS LLC
By: /s/ Timothy Cronin
Name: Timothy S. Cronin
Title: Senior Vice President
AST INVESTMENT SERVICES, INC.
By: /s/ Timothy Cronin
Name: Timothy S. Cronin
Title: President
LSV ASSET MANAGEMENT
By: /s/ Kevin Phelan
Name: Kevin Phelan
Title: COO
B-7
SCHEDULE A
ADVANCED SERIES TRUST
As compensation for services provided by LSV Asset Management, PGIM Investments LLC and AST Investment Services, Inc. will pay LSV Asset Management a subadvisory fee on the net assets managed by LSV Asset Management that is equal, on an annualized basis, to the following:
Portfolio Name | Subadvisory Fee for the Portfolio* |
AST International Equity Portfolio | Under $1.25 billion |
| 0.450% of average daily net assets to $150 million; |
| 0.425% of average daily net assets over $150 million to $300 million; |
| 0.400% of average daily net assets over $300 million to $450 million; |
| 0.375% of average daily net assets over $450 million to $750 million; and |
| 0.350% of average daily net assets over $750 million |
| Over $1.25 billion |
| 0.350% on all assets |
*For purposes of calculating the advisory fee payable to LSV Asset Management, the assets managed by LSV Asset Management in the following will be aggregated: (i) the AST Advanced Strategies Portfolio of Advanced Series Trust; (ii) the AST International Equity Portfolio of Advanced Series Trust; (iii) the Global Portfolio of The Prudential Series Fund; and (iv) any other portfolio subadvised by LSV Asset Management on behalf of either Co-Manager pursuant to substantially the same investment strategy.
*In the event LSV Asset Management invests Portfolio assets in other pooled investment vehicles it manages or subadvises, LSV Asset Management will waive its subadvisory fee for the Portfolio in an amount equal to the acquired fund fee paid to LSV Asset Management with respect to the Portfolio assets invested in such acquired fund. Notwithstanding the foregoing, the subadvisory fee waivers will not exceed 100% of the subadvisory fee.
Dated as of: March 6, 2023
B-8
EXHIBIT C
ADVANCED SERIES TRUST
AST International Equity Portfolio
SUBADVISORY AGREEMENT
Agreement made as of this eighth day of March, 2023 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),
WHEREAS, the Co-Managers have entered into a Management Agreement (the Management Agreement) dated May 1, 2003, with Advanced Series Trust (formerly American Skandia Trust), a Massachusetts business trust (the Trust) and a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the 1940 Act), pursuant to which PGIM Investments and ASTIS act as Co-Managers of the Trust; and
WHEREAS, the Co-Managers, acting pursuant to the Management Agreement, desire to retain the Subadviser to provide investment advisory services to the Trust and one or more of its series as specified in Schedule A hereto (individually and collectively, with the Trust, referred to herein as the Trust) and to manage such portion of the Trust as the Co-Managers shall from time to time direct, and the Subadviser is willing to render such investment advisory services; and
NOW, THEREFORE, the Parties agree as follows:
1.(a) Subject to the supervision of the Co-Managers and the Board of Trustees of the Trust, the Subadviser shall manage such portion of the Trust's portfolio as delegated to the Subadviser by the Co-Managers, including the purchase, retention and disposition thereof, in accordance with the Trust's investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"), and subject to the following understandings:
(i)The Subadviser shall provide supervision of such portion of the Trust's investments as the Co-Managers shall direct, and the Subadviser shall have discretion to determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Trust, and what portion of the assets will be invested or held uninvested as cash.
(ii)In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the copies of the Amended and Restated Declaration of Trust of the Trust, the By-laws of the Trust, the Prospectus of the Trust, and any procedures adopted by the Board applicable to the services provided by the Subadviser hereunder including any amendments to those procedures as provided to it by the Co-Managers (the Trust Documents) and with the instructions and directions of the Co- Managers and of the Board of Trustees of the Trust, co-operate with the Co-Managers' (or their designees') personnel responsible for monitoring the Trust's compliance and will conform to, and comply with, the requirements of the 1940 Act, the Commodity Exchange Act of 1936, as amended (the CEA), the Internal Revenue Code of 1986, as amended, each as applicable to the services provided by the Subadviser hereunder and all other applicable federal and state laws and regulations (collectively, "Applicable Law"). Subject to the Co-Managers' oversight, Subadviser shall monitor compliance with Applicable Law based on Subadviser's books and records and, to the extent provided, information provided by the Co-Managers and/or the Trust's Custodian. In connection therewith, the Subadviser shall be responsible for the preparation and filing of Schedule l3G and Form 13-F reflecting the Trust's securities holdings with respect to such portion of the Trust's portfolio delegated to the Subadviser unless otherwise directed in writing by the Co-Managers. The Subadviser shall not be responsible for the preparation or filing of any other reports required of the Trust by any governmental or regulatory agency, except as expressly agreed to in writing. The Co-Managers shall provide Subadviser with timely copies of any updated Trust Documents. Until the Co-Managers or the Trust delivers any Trust Document regarding the management of the Trust or the Subadviser's duties hereunder to the Subadviser, the Subdviser shall not be liable and shall be fully protected in relying on any previously delivered document sent by the Co-Managers or the Trust to the Subadviser.
(iii)The Subadviser shall determine the securities, futures contracts and other instruments to be purchased or sold by such portion of the Trust's portfolio, as applicable, and may place orders with or through such persons, brokers, dealers or futures commission merchants (including, but not limited to, any person or entity affiliated with the Co-Managers or the Subadviser) (collectively,
C-1
Brokers), to carry out the policy with respect to brokerage as set forth in the Trust's Prospectus or as the Board of Trustees may direct in writing from time to time. In providing the Trust with investment supervision, it is recognized that the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by Brokers who may effect or be a party to any such transaction or other transactions to which the Subadviser's other clients may be a party. The Co-Managers (or the Subadviser) to the Trust each shall have discretion to effect investment transactions for the Trust through Brokers (including, to the extent legally permissible, Brokers affiliated with the Subadviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Trust to pay any such Brokers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another Broker would have charged for effecting that transaction, if the brokerage or research services provided by such Broker, viewed in light of either that particular investment transaction or the overall responsibilities of the Co-Managers (or the Subadviser) with respect to the Trust and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.
The Subadviser may execute account documentation, agreements, contracts and other documents requested by brokers, dealers, counterparties and other persons in connection with its management of the assets of the Trust, including, without limitation, transaction term sheets and confirmations, certifications regarding the Trust's status as an accredited investor, qualified institutional buyer or qualified purchaser and certifications regarding other factual matters as may be requested by brokers, dealers or counterparties in connection with the Subadviser's management of the Trust's assets.
On occasions when the Subadviser deems the purchase or sale of a security, futures contract or other instrument to be in the best interest of the Trust as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities, futures contracts or other instruments to be sold or purchased. In such event, allocation of the securities, futures contracts or other instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to such other clients.
(iv)The Subadviser shall maintain all books and records with respect to the Trust's portfolio transactions effected by it as required by Rule 31a-l under the 1940 Act as applicable to the Subadviser, and shall render to the Trust's Board of Trustees such periodic and special reports as the Trustees may reasonably request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the Trustees or officers or employees of the Trust with respect to any matter discussed herein, including, without limitation, the valuation of the Trust's securities.
(v)The Subadviser or an affiliate shall provide the Trust's custodian on each business day with information relating to all transactions concerning the portion of the Trust's assets it manages, and shall provide the Co-Managers with such information upon request of the Co-Managers. The parties acknowledge and agree that the Subadviser is not a custodian of the Trust assets and will not take possession or custody of such assets.
(vi)The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, the Subadviser and Co-Managers understand and agree that if the Co-Managers manage the Trust in a "manager-of-managers" style, the Co-Managers will, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Trust's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Trust's Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.
(vii)The Subadviser acknowledges that the Co-Managers and the Trust intend to rely on Rule 17a-l0, Rule l0f-3, Rule 12d3-1
and Rule 17e-l under the 1940 Act, and the Subadviser hereby agrees that it shall not consult with any other subadviser to the Trust with respect to transactions in securities for the Trust's portfolio or any other transactions of Trust assets.
(b)The Subadviser shall, to the extent permitted by its Code of Ethics and other applicable internal policies and procedures, authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected. Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such directors, officers or employees.
(c)The Subadviser shall keep the Trust's books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall timely furnish to the Co-Managers all information relating to the Subadviser's services hereunder needed by the Co-Managers to keep the other books and records of the Trust required by Rule 31a-1 under the 1940 Act or any successor
C-2
regulation. The Subadviser agrees that all records which it maintains for the Trust are the property of the Trust, and the Subadviser will tender promptly to the Trust any of such records upon the Trust's request, provided, however, that the Subadviser may retain a copy of such records. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act or any successor regulation any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.
(d)The Co-Managers acknowledge that Subadviser is registered with the Commodity Futures Trading Commission ("CFTC") and National Futures Association (the "NFA") as a commodity trading advisor and that Subadviser will provide commodity trading advice to the Trust as if Subadviser were exempt from registration as a commodity trading advisor. The Subadviser represents that it shall provide commodity trading advice to the Trust in a manner consistent with any applicable duties and obligations, as set forth in the Commodity Exchange Act of 1936, as amended (the "CEA"), and all rules and regulations promulgated thereunder. The Co-Managers represent and warrant that they are excluded from the definition of commodity pool operator pursuant to CFTC Regulation 4.5 with respect to the Trust, and the Co-Managers have timely filed a notice of eligibility as required by CFTC Regulation 4.5 with respect to the Trust and will, during the term of this Agreement, maintain and reaffirm such notice of eligibility as required by CFTC Regulation 4.5.
(e)In connection with its duties under this Agreement, the Subadviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the CEA, the Investment Advisers Act of 1940, as amended, each as applicable to the services provided by the Subadviser hereunder and other applicable state and federal regulations, and applicable rules of any self-regulatory organization.
(f)The Subadviser shall maintain a written code of ethics (the Code of Ethics) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, a copy of which shall be provided to the Co-Managers and the Trust, and shall institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from violating its Code of Ethics. The Subadviser shall follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it maintains adequate compliance procedures designed to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state laws and regulations. In particular, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, non public information by the Subadviser and its employees as required by the applicable federal securities laws.
(g)The Subadviser shall furnish to the Co-Managers copies of all records prepared in connection with this Agreement, including but not limited to such monthly, quarterly, or annual reports concerning the Subadviser's transactions with respect to the investments and securities held in the Trust's portfolio and the performance of the Trust's portfolio as well as the compliance procedures pursuant to paragraph 1(d) hereof as the Co-Managers may reasonably request.
(h)The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Trust's portfolio in accordance with the Subadviser's proxy voting policies and procedures, subject to such reasonable reporting and other requirements as shall be established by the Co-Managers. It shall be the sole responsibility of the Co- Managers to process and file any claim forms or other documentation relating to any securities class action or other litigation on behalf of the Trust; however, upon reasonable request, Subadviser will cooperate with the Co-Managers to the extent necessary for the Co-Managers to pursue or participate in any such action. The Subadviser shall not have the obligation to commence or defend lawsuits or other legal actions on behalf of the Co-Managers or the Trust brought by or against third parties, including lawsuits and legal actions brought by or against the Co-Managers or the Trust relating to securities purchased by the Trust. Notwithstanding the foregoing, the Subadviser shall have the authority but no obligation to participate in any in-court or out-of- court workouts, restructurings, or bankruptcies involving securities held by the Trust during the term of the Agreement on behalf of the Co-Managers or the Trust and take any and all actions in connection therewith that the Subadviser in its discretion deems necessary or appropriate.
(i)The Subadviser agrees to use reasonable efforts (i) to monitor whether market quotations are readily available for the Trust's portfolio investments and whether those market quotations are reliable for purposes of internally valuing the Trust's portfolio investments and determining the Trust's net asset value per share; and (ii) to promptly notify the Co-Managers upon the occurrence of any significant event with respect to any of the Trust's portfolio investments in accordance with the requirements of the 1940 Act and any related written guidance from the Commission and the Commission staff, in conformity with the Trust's valuation procedures. Upon reasonable request from the Co-Managers, the Subadviser (through a qualified person) will assist the valuation committee of the Trust or the Co-Managers in valuing investments of the Trust as may be required from time to time, including making available information of which the Subadviser has knowledge related to the investments being valued. The Co-Managers and the Trust acknowledge and agree that (i) the Subadviser is not the Trust's pricing agent or valuation designee, as defined under the 1940 Act, and shall not be deemed a substitute for any independent pricing agent and/or valuation
C-3
committee of the Trust pursuant to the Trust's Fair Valuation Policies and Procedures; and (ii) none of the information which the Subadviser provides the Co-Managers hereunder shall be deemed to be the official books and records of the Fund for tax, accounting or any other purposes.
(j)The Subadviser shall provide the Co-Managers with any information reasonably requested regarding its management of the Trust's portfolio required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Trust with the Commission. The Subadviser shall provide the Co-Managers with any reasonable certification, documentation or other information reasonably requested or required by the Co-Managers for purposes of the certifications of shareholder reports by the Trust's principal financial officer and principal executive officer pursuant to the Sarbanes Oxley Act of 2002 or other law or regulation. The Subadviser shall promptly inform the Trust and the Co-Managers if the Subadviser becomes aware of any information regarding the Subadviser or the services provided by Subadviser hereunder that has been provided by the Subadviser to the Co-Managers for inclusion in the Prospectus that is (or will become) materially inaccurate or incomplete.
(k)The Subadviser shall comply with the Trust's Documents provided to the Subadviser by the Co-Managers. The Subadviser shall notify the Co-Managers as soon as reasonably practicable upon determination of any material breach of such Trust Documents.
(l)The Subadviser shall keep the Trust's Co-Managers informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Trust. In this regard, the Subadviser shall provide the Trust, the Co-Managers, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement and the Co-Managers may from time to time reasonably request. Additionally, prior to each Board meeting, the Subadviser shall provide the Co-Managers and the Board with reports regarding the Subadviser's management of the Trust's portfolio during the most recently completed quarter, in such form as may be mutually agreed upon by the Subadviser and the Co-Managers. The Subadviser shall certify quarterly to the Co-Managers that it and its "Advisory Persons" (as defined in Rule 17j-1 under the 1940 Act) have complied materially with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1 under the 1940 Act, concerning the Subadviser's Code of Ethics and compliance program, respectively, to the Co-Managers. Upon written reasonable request of the Co-Managers with respect to material violations of the Code of Ethics directly affecting the Trust, the Subadviser shall respond to such requests for information as to such reports (e.g., provide summaries of such reports with personal information redacted and subject in all cases to privacy and confidentiality obligations and to the extent the Subadviser is not prohibited from doing so under applicable law) required to be made by Rule 17j-l(d)(1) relating to enforcement of the Code of Ethics.
2.The Co-Managers shall continue to have responsibility for all services to be provided to the Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Co-Managers shall provide (or cause the Trust's custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portion of the Trust managed by the Subadviser, cash requirements and cash available for investment in such portion of the Trust, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Trust that affect the duties of the Subadviser). The Co-Managers shall provide on an on-going basis a list of all affiliates of the Co- Managers and the Trust, including publicly traded affiliates of the Co-Managers that may not be purchased by the Fund (such list shall include security name, cusip number, sedol and/or applicable ticker) and a list of all brokers and underwriters affiliated with the Co-Managers for reporting transactions under applicable provisions of the 1940 Act. The Co-Managers represent and warrant that the Trust (i) is a qualified institutional buyer as that term is defined in Rule 144A under the Securities Act of 1033, as amended, and (ii) is not a "restricted person" under Rule 5130 and Rule 5131 of the Financial Industry Regulatory Authority, Inc. ("FINRA") and thus the Trust is not prohibited from participating in the allocation of initial public offerings of equity securities offered by FINRA members. The Co-Managers agree to promptly notify the Subadviser if any of the foregoing representations ceases to be true or correct.
The Co-Managers hereby acknowledge receipt of the Subadviser's most recent Form ADV Part 2A and relevant Form ADV Part(s) 2B. Co-Managers hereby consent to electronic delivery of Subadviser's Form ADV and any Form ADV amendments and/or annual updates provided by the Subadviser to the Co-Managers as required by applicable law.
3.For the services provided pursuant to this Agreement, the Co-Managers shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Trust's average daily net assets of the portion of the Trust managed by the Subadviser as described in the attached Schedule A. Liability for payment of compensation by the Co-Managers to the Subadviser under this Agreement is contingent upon the Co-Managers' receipt of payment from the Trust for management services described under the Management Agreement between the Fund and the Co-Managers. Expense caps or fee waivers for the Trust that may be agreed
C-4
to by the Co-Managers, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Co-Managers.
4.(a) Each party acknowledges that, in the course of dealing, it may receive or have access to confidential and proprietary information (including, without limitation, the Trust's portfolio holdings) of the other party or third parties with whom the Co- Managers conducts business. Such information is collectively referred to as "Confidential Information." Each party agrees that it shall treat Confidential Information of the other party as confidential and shall not use such Confidential Information or disclose such Confidential Information to third parties, except to the extent necessary for the purposes of rendering services or performing the obligations pursuant to this Agreement or as required by applicable law, rule or regulation or as otherwise expressly agreed to in writing by the parties.
(k)The Subadviser further certifies that (i) its treatment of Confidential Information is in compliance in all material respects with applicable laws and regulations with respect to privacy and data security, and (ii) it has implemented and currently maintains an effective written information security program ("Information Security Program") including administrative, technical, and physical safeguards and other security measures designed to seek to (a) ensure the security and confidentiality of Confidential Information; (b) protect against any anticipated threats or hazards to the security or integrity of Confidential Information; and (c) protect against unauthorized access to, destruction, modification, disclosure or use of Confidential Information that could result in substantial harm or inconvenience to the Co-Managers, or to any person who may be identified by Confidential Information. The Subadviser shall immediately notify the Co-Managers if the Subadviser is in material breach of this Section 4(b). At the Manager's request, the Subadviser agrees to certify in writing to the Manager, its compliance with the terms of this Section 4(b).
(l)The Subadviser shall notify the Co-Managers or its agents of its designated primary security manager. The security manager will be responsible for managing and coordinating the performance of the Subadviser's obligations set forth in its Information Security Program and this Agreement.
(m)The Subadviser shall review and, as appropriate, revise its Information Security Program at least annually or whenever there is a material change in the Subadviser's business practices that may reasonably affect the security, confidentiality or integrity of Confidential Information. During the course of providing the services, the Subadviser may not alter or modify its Information Security Program in such a way that will represent a departure from industry standards.
(n)The Subadviser shall maintain appropriate access controls, including, but not limited to, limiting access to Confidential Information to the minimum number of the Subadviser's employees and/or agents who require such access in order to provide the services to the Co-Managers.
(o)The Subadviser shall conduct periodic risk assessments to identify and assess reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Confidential Information; and evaluate and improve, where necessary, the effectiveness of its information security controls. Such assessments will also consider the Subadviser's compliance with its Information Security Program and the laws applicable to the Subadviser.
(p)The Subadviser shall conduct regular penetration and vulnerability testing of its information technology infrastructure and networks. If any testing detects any anomalies, intrusions, or vulnerabilities in any information technology systems processing, storing or transmitting any of the Trust's and/or Co-Managers' Confidential Information and any of the Trust's and/or the Co- Managers' Confidential Information has been determined to have been subject to unauthorized disclosure, the Subadviser shall promptly report those findings to the Co-Managers.
(q)The Subadviser shall notify the Co-Managers, promptly and without unreasonable delay, but in no event more than 48 hours of learning of any unauthorized access or disclosure, unauthorized, unlawful or accidental loss, misuse, destruction, acquisition of, or damage to the Trust's or Co-Managers' Confidential Information that has occurred (a "Security Incident"). Thereafter, the Subadviser shall: (i) promptly furnish to the Co-Managers a summary of the Security Incident; (ii) assist communicate, and cooperate with the Co-Managers and the Co-Managers' designated representatives throughout the investigation of the Security Incident. The Subadviser will make appropripate personnel of Subadviser available to the designated representatives of the Co- Managers to discuss the matter, and shall cooperate with the Co-Managers in any litigation or other formal action against third parties deemed necessary by the Co-Managers to protect the Co-Managers' rights; and (iii) take appropriate action to seek to prevent a recurrence of such Security Incident.
(r)Upon the Co-Managers' reasonable request at any time during the term of the Agreement, the Subadviser shall promptly provide the Co-Managers with information related to the Subadviser's information security safeguards and practices.
C-5
(s)For the purpose of auditing the Subadviser's compliance with this Section, the Subadviser shall provide to the Co-Managers, on reasonable notice: (a) reasonable assistance and cooperation of the Subadviser's relevant staff who can provide information concerning Subadviser's information processing premises and records; and (b) reasonable facilities at the Subadviser's premises.
5.The Subadviser will not engage any third party to provide advisory services ("Service Provider") to the portion of the Trust's portfolio as delegated to the Subadviser by the Co-Managers without the express written consent of the Co-Managers. To the extent that the Subadviser receives approval from the Co-Managers to engage a Service Provider, the Subadviser assumes all responsibility for any action or inaction of the Service Provider as it relates to the Trust's portfolio as delegated to the Subadviser by the Co-Managers. In addition, the Subadviser shall fully indemnify, hold harmless, and defend the Co-Managers and its directors, officers, employees, agents, and affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including but not limited to reasonable attorney's fees and costs) as a result of any action or inaction of the Service Provider as it relates to the Trust's portfolio as delegated to the Subadviser by the Co- Managers.
6.The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Co-Managers in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Co-Managers or the Trust may have against the Subadviser under federal or state securities laws. The Co-Managers shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Co-Managers' willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Co-Managers, their affiliated persons, their officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.
7.This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Trust at any time, without the payment of any penalty, by the Board of Trustees of the Trust or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Co- Managers or the Subadviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it will promptly notify the Trust and the Co-Managers of the occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change of control (as defined in the 1940 Act) of the Subadviser.
To the extent that the Co-Managers delegate to the Subadviser management of all or a portion of a portfolio of the Trust previously managed by a different subadviser or the Co-Managers, the Subadviser agrees that its duties and obligations under this Agreement with respect to that delegated portfolio or portion thereof shall commence as of the date the Co-Managers begin the transition process to allocate management responsibility to the Subadviser. The Subadviser's duties and obligations hereunder shall not begin prior to the effective date of the termination of the previously named subadviser in the Trust's registration statement disclosure.
Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Co-Managers at 655 Broad Street, 17th Floor, Newark, NJ 07102, Attention: Secretary (for PGIM Investments) and One Corporate Drive, Shelton, Connecticut, 06484, Attention: Secretary (for ASTIS); (2) to the Trust at 655 Broad Street, 6th Floor, Newark, NJ 07102, Attention: Secretary; or (3) to the Subadviser at Massachusetts Financial Services Company, 111 Huntington Avenue, Boston, MA 02199, Attention: Legal Department, with a copy to the following e-mail address: InstitutionalClientService@mfs.com.
8.Nothing in this Agreement shall limit or restrict the right of any of the Subadviser's directors, officers or employees who may also be a Trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.
9.During the term of this Agreement, the Co-Managers agree to furnish the Subadviser at its principal office all prospectuses, proxy statements, and reports to shareholders which refer to the Subadviser in any way, prior to use thereof and not to use material
C-6
if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. During the term of this Agreement, the Co-Managers also agree to furnish the Subadviser, upon request, representative samples of marketing and sales literature or other material prepared for distribution to shareholders of the Trust or the public, which make reference to the Subadviser. The Co-Managers further agree to prospectively make reasonable changes to such materials upon the Subadviser's written request, and to implement those changes in the next regularly scheduled production of those materials or as soon as reasonably practical. All such prospectuses, proxy statements, replies to shareholders, marketing and sales literature or other material prepared for distribution to shareholders of the Trust or the public which make reference to the Subadviser may be furnished to the Subadviser hereunder by electronic mail, first-class or overnight mail, facsimile transmission equipment or hand delivery.
10.This Agreement may be amended by mutual consent, but the consent of the Trust must be obtained in conformity with the requirements of the 1940 Act.
11.This Agreement shall be governed by the laws of the State of New York.
12.Any question of interpretation of any term or provision of this Agreement having a counterpart or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
C-7
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
PGIM INVESTMENTS LLC
By: /s/ Timothy Cronin
Name: Timothy S. Cronin
Title: Senior Vice President
AST INVESTMENT SERVICES, INC.
By: /s/ Timothy Cronin
Name: Timothy S. Cronin
Title: President
MASSACHUSETTS FINANCIAL SERVICES COMPANY D/B/A MFS INVESTMENT MANAGEMENT
By: /s/ Carol Geremia
Name: Carol Geremia
Title: President
C-8
SCHEDULE A
ADVANCED SERIES TRUST
As compensation for services provided by Massachusetts Financial Services Company d/b/a MFS Investment Management (MFS), PGIM Investments LLC and AST Investment Services, Inc. will pay MFS a subadvisory fee on the net assets managed by MFS that is equal, on an annualized basis, to the following:
Portfolio Name | Subadvisory Fee for the Portfolio*, ** |
AST International Equity Portfolio | 0.300% of average daily net assets to $100 million; |
| 0.285% of average daily net assets on the next $150 million; |
| 0.270% of average daily net assets on the next $250 million; |
| 0.250% of average daily net assets over $500 million |
*In the event MFS invests Portfolio assets in other pooled investment vehicles it manages or subadvises, MFS will waive its subadvisory fee for the Portfolio in an amount equal to the acquired fund fee paid to MFS with respect to the Portfolio assets invested in such acquired fund. Notwithstanding the foregoing, the subadvisory fee waivers will not exceed 100% of the subadvisory fee.
**For purposes of calculating the advisory fee payable to MFS, the assets managed by MFS in the AST International Equity Portfolio will be aggregated with the assets managed by MFS in other portfolios sponsored by the Co-Managers and registered under the 1940 Act that are managed by MFS in the Blended Research International Equity strategy.
Dated as of: March 8, 2023
C-9
EXHIBIT D
ADVANCED SERIES TRUST
AST International Equity Portfolio
SUBADVISORY AGREEMENT
This Agreement (the "Agreement") is made as of this 10th day of March, 2023, 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"), and PGIM Quantitative Solutions LLC, a New Jersey limited liability company ("PGIM Quantitative Solutions" or "Subadviser").
WHEREAS, the Co-Managers have entered into a Management Agreement (the "Management Agreement") dated May 1, 2003, with Advanced Series Trust (formerly American Skandia Trust), a Massachusetts business trust (the "Trust") and a diversified, open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"), pursuant to which PGIM Investments and ASTIS act as Co-Managers of the Trust;
WHEREAS, the Co-Managers, acting pursuant to the Management Agreement, desires to retain the Subadviser to provide investment advisory services to the Trust in respect of one or more of its constituent series of shares as specified in Schedule A hereto and to manage such portion of the Trust as the Co-Managers shall from time to time direct (such portion of the Trust with respect to the Subadviser, the "Allocated Assets"), and the Subadviser is willing to render such investment advisory services;
NOW, THEREFORE, the Parties agree as follows:
1.(a) Subject to the supervision of the Co-Managers and the Board of Trustees of the Trust (the "Board"), the Subadviser shall manage such Allocated Assets as are delegated to the Subadviser by the Co-Managers from time to time, including the purchase, retention and disposition thereof, in accordance with the Trust's investment objectives, policies and restrictions applicable to such Allocated Assets as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"), and subject to the following understandings:
(i)The Subadviser shall provide advice, management and supervision with respect to its Allocated Assets, and shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Trust, and what portion of the assets will be invested or held uninvested as cash. The Co-Managers may, from time to time, allocate and reallocate the Trust's assets to or from the Subadviser. In addition, the Co-Managers may determine not to allocate any portion of the Trust's assets to the Subadviser for a period of time during the term of this Agreement. The Subadviser's responsibilities for providing investment advisory services to the Trust shall be limited solely to its Allocated Assets.
(ii)In the performance of its duties and obligations under this Agreement, the Subadviser shall (A) act in conformity with the the Amended and Restated Declaration of Trust of the Trust, the By-laws of the Trust, and the Prospectus, as provided to it by the Co-Managers (collectively, the "Trust Documents"), and with the instructions and directions of the Co-Managers or the Board;
(B) reasonably co-operate with the Co-Managers' (or its designees') personnel responsible for monitoring the Trust's compliance; and (C) conform to, and comply with, the material requirements of all applicable federal and state laws and regulations, including but not limited to the 1940 Act and the Commodity Exchange Act of 1936, as amended (the "CEA"). In connection therewith, the Subadviser shall, among other things, prepare and file such reports as are, or may in the future be, required by the Securities and Exchange Commission (the "Commission"). The Co-Managers shall provide the Subadviser timely with copies of any updated Trust Documents.
(iii)The Subadviser, with respect to its Allocated Assets, shall determine the securities, funds, futures contracts and other instruments to be purchased or sold, and may place orders with or through such persons, brokers, dealers or futures commission merchants, including any person or entity affiliated with the Subadviser (collectively, "Brokers"), as the Subadviser may determine. In selecting brokers, dealers or futures commissions merchants with which to execute portfolio transactions, it is recognized that the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by Brokers who may effect or be a party to any such transaction or other transactions to which the Subadviser's other clients may be a party. The Subadviser shall have discretion to effect investment transactions for the Trust through Brokers (including, to the extent legally permissible, Brokers affiliated with the Subadviser) qualified to obtain
D-1
best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Trust to pay any such Brokers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another Broker would have charged for effecting that transaction, if the brokerage or research services provided by such Broker, viewed in light of either that particular investment transaction or the overall responsibilities of the Subadviser with respect to the Trust and other accounts as to which it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission. On occasions when the Subadviser deems the purchase or sale of a security, futures contract or other instrument to be in the best interest of the Trust as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities, futures contracts or other instruments to be sold or purchased. In such event, allocation of the securities, futures contracts or other instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Trust and to such other clients. The Subadviser may execute on behalf of the Trust certain agreements, instruments and documents in connection with the services performed by it under this Agreement. These may include, without limitation, brokerage agreements, clearing agreements, account documentation, futures and options agreements, swap agreements, other investment-related agreements, and any other agreements, documents or instruments the Subadviser believes are appropriate or desirable in performing its duties under this Agreement.
(iv)The Subadviser shall maintain all books and records with respect to the Trust's portfolio transactions effected by it as required by Rule 31a-l under the 1940 Act, and shall render to the Board such periodic and special reports as the Board may reasonably request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the members of the Board or officers or employees of the Trust with respect to any matter discussed herein, including, without limitation, to assist in the valuation of the Trust's securities.
(v)The Subadviser or an affiliate shall provide to the Trust's custodian (the "Custodian") on each business day with such information relating to its Allocated Assets as the Custodian may reasonably request, and shall provide the Co-Managers with such information upon request of the Co-Managers.
(vi)The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, the Subadviser and Co-Managers understand and agree that if the Co-Managers manage the Trust in a "Co-Managers-of-Co-Managers" style, the Co-Managers will, among other things,
(i)continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Board as to whether the contract with the Subadviser should be renewed, modified, or terminated, and (iii) periodically report to the Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.
(vii)The Subadviser acknowledges that the Co-Managers and the Trust intend to rely on Rule 17a-10, Rule l0f-3, Rule 12d3-1 and Rule 17e-l under the 1940 Act, and the Subadviser hereby agrees that it shall not consult with any other subadviser to the Trust with respect to transactions in securities for the Trust's portfolio or any other transactions involving Trust assets.
(b)The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as members of the Board or officers of the Trust to serve in the capacities in which they are elected. Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such directors, officers or employees.
(c)The Subadviser shall keep the Trust's books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall timely furnish to the Co-Managers all information relating to the Subadviser's services hereunder needed by the Co-Managers to keep the other books and records of the Trust required by Rule 31a-1 under the 1940 Act or any successor regulation. The Subadviser agrees that all records which it maintains for the Trust are the property of the Trust, and the Subadviser will tender promptly to the Trust any of such records upon the Trust's request, provided, however, that the Subadviser may retain a copy of such records. The Subadviser further agrees to preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act or any successor regulation any such records as are required to be maintained by it pursuant to paragraph 1(a) hereof.
(d)The Subadviser is, to the extent required by applicable law, a commodity trading advisor ("CTA") duly registered with the Commodity Futures Trading Commission (the "CFTC") and is a member in good standing of the National Futures Association (the "NFA"). The Subadviser shall maintain such registration and membership in good standing, or compliance with applicable requirements for exemption therefrom, during the term of this Agreement. Further, the Subadviser agrees to notify the Co- Managers promptly upon (i) a statutory disqualification of the Subadviser under Sections 8a(2) or 8a(3) of the CEA, (ii) a suspension, revocation or limitation of the Subadviser's commodity trading advisor registration or NFA membership, or (iii) the
D-2
institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by any governmental agency or self-regulatory organization of which the Subadviser is subject or has been advised it is a target.
(e)In connection with its duties under this Agreement, the Subadviser agrees to maintain adequate compliance procedures to ensure its compliance with all state and federal regulations, and the rules of any self-regulatory organization applicable to it including, for example, the 1940 Act, the CEA, and the Investment Advisers Act of 1940 (the "Advisers Act"), as amended.
(f)The Subadviser shall furnish to the Co-Managers copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(e) hereof as the Co-Managers may reasonably request.
(g)The Subadviser shall maintain a written code of ethics (the "Code of Ethics") that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, a copy of which shall be provided to the Co-Managers and the Trust, and shall institute procedures reasonably designed to prevent any Access Person (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from violating its Code of Ethics. The Subadviser shall follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it maintains adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state laws and regulations. In particular, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, non public information by the Subadviser and its employees as required by the applicable federal securities laws.
(h)The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in its Allocated Assets, subject to such reasonable reporting and other requirements as shall be established by the Co- Managers. The Subadviser shall vote such proxies in accordance with its internal proxy voting policy.
(i)Pursuant to the delegation of fair valuation of the Trust's securities to the Co-Managers by the Board, the valuation committee of the Co-Managers shall have primary responsibility for valuation of the Trust's assets. The Co-Managers represents and warrants to the Subadviser that such delegation of valuation responsibility complies with applicable law. Upon reasonable request from the Co-Managers, the Subadviser (through a qualified person) will assist the valuation committee of the Trust or the Co-Managers in valuing investments of the Trust as may be required from time to time, including being reasonably available to consult with the valuation committee of the Trust and the Co-Managers and making available information as to which the Subadviser has knowledge related to the investments being valued; provided, however, that the valuation committee of the Co- Managers shall retain primary day-to-day responsibility for valuation of the Trust's assets. In addition, the Subadviser will use its reasonable efforts to promptly notify the Co-Managers in the event that the Subadviser becomes aware that the Trust is carrying a security in the Subadviser's Allocated Assets at a value that the Subadviser believes does not fairly represent the price that could be obtained for the security in a current market transaction.
2.The Co-Managers shall continue to have responsibility for all services to be provided to the Trust pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Co-Managers shall provide (or cause the Custodian to provide) timely information to the Subadviser regarding the composition of assets in the Subadviser's Allocated Assets, cash requirements and cash available for investment in such Allocated Assets, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board that affect the duties of the Subadviser).
3.In consideration of the services provided pursuant to this Agreement, the Co-Managers shall pay the Subadviser as full compensation a fee equal to the average of the net asset value of the Allocated Assets determined each day during the preceding month multiplied by the annual rate set forth on the attached Schedule A. Liability for payment of compensation by the Co- Managers to the Subadviser under this Agreement is contingent upon the Co-Managers' receipt of payment from the Trust for management services described under the Management Agreement. Expense caps or fee waivers for the Trust that may be agreed to by the Co-Managers, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Co-Managers.
4.(a) The Subadviser acknowledges that, in the course of its engagement by the Co-Managers, the Subadviser may receive or have access to confidential and proprietary information of the Co-Managers or third parties with whom the Co-Managers conducts business in relation to services provided to the Trust by the Subadviser. Such information, with respect to the Subadviser which knows or should know is confidential, is collectively referred to as "Confidential Information." Confidential Information includes the Co-Managers' business and other proprietary information, written or oral as it relates to services provided to the Trust by the Subadviser.
D-3
(t)The Subadviser certifies that (i) its treatment of Confidential Information is in compliance with applicable laws and regulations with respect to privacy and data security, and (ii) it has implemented and currently maintains an effective written information security program ("Information Security Program") including administrative, technical, and physical safeguards and other security measures designed to (a) ensure the security and confidentiality of Confidential Information; (b) protect against any anticipated threats or hazards to the security or integrity of Confidential Information; and (c) protect against unauthorized access to, destruction, modification, disclosure or use of Confidential Information that could result in substantial harm or inconvenience to the Co-Managers, or to any person who may be identified by Confidential Information. The Subadviser shall promptly and without unreasonable delay, but in no event more than 48 hours of learning of a material breach of this Section, notify the Co-Managers if the Subadviser is in material breach of this Section. At the Co-Managers' request, the Subadviser shall certify in writing to the Co-Managers, its compliance with the terms of this Section.
(u)The Subadviser shall notify the Co-Managers or its agents of its designated primary security manager. The security manager will be responsible for managing and coordinating the performance of the Subadviser's obligations set forth in its Information Security Program and this Agreement.
(v)The Subadviser shall review and, as appropriate, revise its Information Security Program at least annually or whenever there is a material change in the Subadviser's business practices that may reasonably affect the security, confidentiality or integrity of Confidential Information. During the course of providing the services, the Subadviser shall not alter or modify its Information Security Program in such a way that will weaken or compromise the security, confidentiality, or integrity of Confidential Information.
(w)The Information Security Program shall include, without limitation: (i) access controls to prevent the unauthorized or inappropriate use of Confidential Information; (ii) periodic risk assessments to identify and assess reasonably foreseeable internal and external risks to the security, confidentiality, and integrity of Confidential Information; and (iii) regular penetration and vulnerability testing of its information technology infrastructure and networks.
(x)The Subadviser shall notify the Co-Managers, promptly and without unreasonable delay, but in no event more than 48 hours of learning of any unauthorized access or disclosure, unauthorized, unlawful or accidental loss, misuse, destruction, acquisition of, or damage to Confidential Information may have occurred (each, a "Security Incident"). Thereafter, the Subadviser shall: (i) promptly furnish to the Co-Managers full details of the Security Incident; (ii) assist and cooperate with the Co-Managers and the Co-Managers' designated representatives in the Co-Managers' investigation of the Subadviser, employees or third parties related to the Security Incident, which may include requests for all relevant records, logs, files, and data; (iii) cooperate with the Co- Managers in any litigation or other formal action against third parties deemed necessary by the Co-Managers to protect the Co- Managers' rights; and (iv) take appropriate action to prevent a recurrence of any Security Incident.
(y)Upon the Co-Managers' reasonable request at any time during the term of the Agreement, the Subadviser shall promptly provide the Co-Managers with information related to the Subadviser's information security safeguards and practices.
(z)For the purpose of auditing the Subadviser's compliance with this Section, the Subadviser shall provide to the Co-Managers, on reasonable notice, reasonable assistance and cooperation of the Subadviser's relevant staff.
(aa)Notwithstanding any obligations set forth in this Agreement (including this section 4), the Co-Managers acknowledge and agree that the Subadviser shall not be required to share any privileged or confidential information, proprietary data, quantitative models and similar information with the Co-Managers.
5.the Subadviser will not engage any third party to provide services with respect to its Allocated Assets without the express written consent of the Co-Managers. To the extent that the Subadviser receives approval from the Co-Managers to engage a third-party service provider, the Subadviser assumes all responsibility for any action or inaction of the service provider as it related to its Allocated Assets. In addition, the Subadviser shall fully indemnify, hold harmless, and defend the Co-Managers and its directors, officers, employees, agents, and affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs, and expenses (including but not limited to reasonable attorney's fees and costs) which arise out of or relate to the provision of services provided by any such service provider. For the avoidance of doubt, none of the Custodian or any party with or through whom the Subadviser trades shall be deemed to be an agent engaged by the Subadviser for purposes of this section 5.
6.The Subadviser assumes no responsibility under this Agreement other than to render the services to be provided by the Subadviser hereunder in good faith. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Trust or the Co-Managers in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser's part in the performance of its duties hereunder or from its reckless
D-4
disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Co-Managers or the Trust may have against the Subadviser under federal or state securities laws. The Co- Managers shall indemnify the Subadviser, its affiliated persons, and its and their respective officers, directors, and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Co-Managers' willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Co-Managers, their affiliated persons, and each Co-Manager's and their affiliated persons' respective officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.
7.This Agreement shall continue in effect for an initial term of one year from the date hereof and such term shall extend automatically each year thereafter for subsequent one-year terms; provided that each annual extension is subject to approval by the Board; and, provided further that this Agreement may be terminated (a) without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities of the Trust as provided in the 1940 Act, or (b) by the Co-Managers or by a Subadviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party. Termination of this Agreement by a Subadviser shall terminate this Agreement only with respect to the Subadviser and the Agreement shall otherwise continue in full force and effect. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it will promptly notify the Trust and the Co-Managers of the occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change of control (as defined in the 1940 Act) of the Subadviser.
To the extent that the Co-Managers delegate to the Subadviser management of all or a portion of a portfolio of the Trust previously managed by a different subadviser or the Co-Managers, the Subadviser agrees that its duties and obligations under this Agreement with respect to that delegated portfolio or portion thereof shall commence as of the date the Co-Managers begin the transition process to allocate management responsibility to the Subadviser, provided however, that if a party other than the Subadviser is engaged to transition the portfolio to the Subadviser's strategy, Subadviser shall have no responsibilities under Sections 1(a)(iii) and (v) until such time as the portfolio is released to the Subadviser for trading.
Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Co-Managers at 655 Broad Street, 17th Floor, Newark, NJ 07102, Attention: Secretary (for PGIM Investments) and One Corporate Drive, Shelton, Connecticut, 06484, Attention: Secretary (for ASTIS); (2) to the Trust at 655 Broad Street, 17th Floor, Newark, NJ 07102, Attention: Secretary; or (3) to the Subadviser at the address set forth beneath its signature below.
8.Nothing in this Agreement shall limit or restrict the right of any of the Subadviser's directors, officers or employees who may also be a Trustee, officer or employee of the Trust to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.
9.During the term of this Agreement, the Co-Managers agree to furnish the Subadviser at its principal office all prospectuses, proxy statements, and reports to shareholders which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. During the term of this Agreement, the Co-Managers also agree to furnish the Subadviser, upon request, representative samples of marketing and sales literature or other material prepared for distribution to shareholders of the Trust or the public, which make reference to the Subadviser. The Co-Managers further agree to prospectively make reasonable changes to such materials upon the Subadviser's written request, and to implement those changes in the next regularly scheduled production of those materials or as soon as reasonably practical. All such prospectuses, proxy statements, replies to shareholders, marketing and sales literature or other material prepared for distribution to shareholders of the Trust or the public which make reference to the Subadviser may be furnished to the Subadviser hereunder by electronic mail, first-class or overnight mail, facsimile transmission equipment or hand delivery.
10.This Agreement may be amended by mutual consent, but the consent of the Trust must be obtained in conformity with the requirements of the 1940 Act.
11.This Agreement shall be governed by the laws of the State of New York.
D-5
12.Any question of interpretation of any term or provision of this Agreement having a counterpart or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
13.This Agreement, including Schedule A hereto, embodies the entire agreement and understanding among the parties hereto, and supersedes all prior agreements and understandings relating to the subject matter hereof. Should any part of this Agreement be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement should not be affected thereby. This Agreement shall be binding on and inure to the benefits of the parties hereto and their respective successors.
14.The Subadviser shall be liable only for its own obligations hereunder. The Subadviser shall not be a guarantor of or liable (jointly or otherwise) for the obligations of any other subadviser to the Trust. The Subadviser shall not have any interest in the performance of, or remedy against, any other subadviser to the Trust in connection herewith.
D-6
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
PGIM INVESTMENTS LLC
By: /s/ Timothy Cronin
Name: Timothy S. Cronin
Title: Senior Vice President
AST INVESTMENT SERVICES, INC.
By: /s/ Timothy Cronin
Name: Timothy S. Cronin
Title: President
PGIM QUANTITATIVE SOLUTIONS LLC
By: /s/ Donna Maggio
Name: Donna Maggio
Title: Vice President
Address for Notices:
PGIM Quantitative Solutions LLC Gateway Center Two
100 Mulberry Street, Newark, NJ 07102
Attention: Secretary (with a copy to PGIM Quantitative Solutions LLC's Chief Legal Officer)
D-7
SCHEDULE A
ADVANCED SERIES TRUST
As compensation for services provided by PGIM Quantitative Solutions LLC (the "Subadviser"), PGIM Investments LLC and AST Investment Services, Inc. will pay the Subadviser a subadvisory fee on the net assets managed by the Subadviser that is equal, on an annualized basis, to the following:
Portfolio Name | Subadvisory Fee for the Portfolio* |
AST International Equity Portfolio | 0.30% of average daily net assets |
*In the event the Subadviser invests its Allocated Assets in any other pooled investment vehicle it manages or subadvises, the Subadviser will waive its subadvisory fee hereunder in an amount equal to the acquired fund fee paid to the Subadviser with respect to the Allocated Assets so invested. Notwithstanding the foregoing, under no circumstances will the subadvisory fee waivers referred to in the preceding sentence exceed 100% of the subadvisory fee.
Dated as of: March 10, 2023
D-8
EXHIBIT E
MANAGEMENT OF J.P. MORGAN INVESTMENT MANAGEMENT INC. (J.P. MORGAN)
J.P. Morgan is an indirect wholly-owned subsidiary of J.P. Morgan Chase Co., a publicly held bank holding company and global financial services firm. J.P. Morgan manages assets for governments, corporations, endowments, foundations and individuals worldwide. As of December 31, 2022, J.P. Morgan and its affiliated companies had approximately $2.36 trillion in assets under management worldwide. J.P. Morgan's address is 383 Madison Avenue, New York, NY 10179.
Name & Address* | Position |
| |
George C. Gatch | Director, Chairman, Managing Director |
| |
Paul A. Quinsee | Director, Global Head of Equities, Managing Director |
| |
Andrew R. Powell | Director, AM CAO, Head of Global Client Service, Senior Business Manager, Managing |
| Director |
| |
John T. Donohue | Director, President, CEO, Head of Global Liquidity, Managing Director |
| |
Joy C. Dowd | Director, Managing Director |
| |
Robert C. Michele | Director, Head of Global Fixed Income, Currency & Commodities, and Managing Director |
| |
Anton C. Pil | Director, Head of Global Alternatives, Managing Director |
| |
Craig M. Sullivan | Director, Treasurer, CFO, Managing Director |
383 Madison Avenue | |
New York, NY 10179 | |
| |
Jedediah Laskowitz | Head of Global Asset Management Solutions, Managing Director |
| |
John L. Olivia | Chief Compliance Officer, Managing Director |
| |
Andrea L. Lisher | Director, Head of Americas, Client, Managing Director |
| |
Peter Bonanno | General Counsel, Asset Management, Managing Director |
383 Madison Avenue | |
New York, NY 10179 | |
| |
Katherine Manghillis | Secretary, Executive Director |
1111 Polaris Pkwy, | |
Columbus, OH, 43240 | |
| |
*Unless otherwise noted, the principal mailing address of the principal executive officer and each director is 777 Park Avenue, New York, NY 10172.
E-1
COMPARABLE FUNDS FOR WHICH J.P. MORGAN
SERVES AS ADVISER OR SUBADVISER
The following table lists certain information regarding comparable mutual funds to which J.P. Morgan provide investment advisory and subadvisory services, other than the Portfolio:
Fund | Net Assets in Millions | Annual Rate of Advisory/Subadvisory Fee Paid to J.P. Morgan |
| (as of December 31, 2022) | |
| | |
JPMorgan International | $4,172mm | 0.50% |
Equity Fund | | |
| | |
E-2
EXHIBIT F
MANAGEMENT OF LSV ASSET MANAGEMENT (LSV)
LSV was formed in 1994. LSV is a quantitative value equity manager providing active asset management for institutional clients through the application of a proprietary model. As of December 31, 2022, LSV had approximately $91.10 billion in assets under management. LSV's address is 155 North Wacker Drive, 46th Floor, Chicago, Illinois 60606.
Name* & Address** | Position |
| |
Josef Lakonishok, Ph.D. | Chief Executive Officer, Chief Investment Officer, Portfolio Manager and Founding Partner |
| |
Kevin Phelan, CFA | Chief Operating Officer and Partner |
| |
Josh O'Donnell | Chief Compliance Officer, Chief Legal Officer, Chief Risk Officer and Partner |
| |
Bala Ragothaman, CFA | Chief Technology Officer and Partner |
| |
SEI Funds, Inc. | General Partner |
1 Freedom Valley Drive | |
Oaks, PA 19456 | |
| |
IB Venture Fund, Inc. | General Partner |
| |
Menno LLC | General Partner |
| |
*No other general partner of LSV owns more than 5% of the firm.
**Unless otherwise noted, the principal mailing address of the principal executive officer, each director, and general partners is 155 North Wacker Drive, Suite 4600, Chicago, Illinois 60606.
COMPARABLE FUNDS FOR WHICH LSV
SERVES AS ADVISER OR SUBADVISER
The following table lists certain information regarding comparable mutual funds to which LSV provides investment advisory and subadvisory services, other than the Portfolio:
Fund | Net Assets in Millions | Annual Rate of Advisory/Subadvisory Fee Paid to LSV |
| (as of December 31, 2022) | | |
| | | |
AST Advanced Strategies | $530M | Under $1.25 billion: |
Portfolio | | 0.450% of average daily net assets to $150 million; | |
| | 0.425% of average daily net assets from $150 million to $300 million; | |
| | 0.400% of average daily net assets from $300 million to $450 million; | �� |
| | 0.375% of average daily net assets from $450 million to $750 million; | |
| | 0.350% of average daily net assets over $750 million | |
| | Over $1.25 billion: | |
| | 0.350% of average daily net assets | |
PSF Global Portfolio | $202M | Under $1.25 billion: | |
| | 0.450% of average daily net assets to $150 million; |
| | 0.425% of average daily net assets from $150 million to $300 million; |
| | 0.400% of average daily net assets from $300 million to $450 million; |
| | 0.375% of average daily net assets from $450 million to $750 million; |
| | 0.350% of average daily net assets over $750 million |
| | F-1 |
Fund | Net Assets in Millions | Annual Rate of Advisory/Subadvisory Fee Paid to LSV |
| (as of December 31, 2022) | | |
| | Over $1.25 billion: |
| | 0.350% of average daily net assets |
Mercer Non-U.S. Equity | $915M | 0.450% of average daily net assets to $150 million; | |
Fund | | 0.425% of average daily net assets from $150 million to $300 million; | |
| | 0.400% of average daily net assets from $300 million to $450 million; | |
| | 0.375% of average daily net assets from $450 million to $750 million; | |
| | 0.350% of average daily net assets from $750 million to $2.5 billion; | |
| | If Aggregate Assets are over $2.5 billion up to $3 billion: | |
| | 0.325% of average daily net assets | |
| | If Aggregated Assets are over $3 billion: | |
| | 0.300% of average daily net assets | |
Empower Core Strategies | $30M | 0.400% of average daily net assets of the first $1 billion | |
International Equity Fund | | 0.375% of average daily net assets in excess of $1 billion |
| | | |
Empower International | $706M | 0.400% of average daily net assets of the first $1 billion |
Value Fund | | 0.375% of average daily net assets in excess of $1 billion | |
| | | |
E-2
EXHIBIT G
MANAGEMENT OF MASSACHUSETTS FINANCIAL SERVICES COMPANY (MFS)
MFS is the oldest US mutual fund organization. MFS and its predecessor organizations have managed money since 1924 and founded the first mutual fund in the United States. MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings, Inc., which in turn is an indirect majority-owned subsidiary of Sun Life Financial Inc. (a diversified financial services company). The principal address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199. Net assets under management of the MFS organization were approximately $547 billion as of December 31, 2022.
Name & Address* | Position |
| |
Kevin D. Strain | Director of MFS, Director, President and Chief Executive Officer of Sun Life Financial |
| |
Manjit Singh | Director of MFS and Executive Vice President and Chief Financial Officer of Sun Life |
| Financial |
| |
Melissa J. Kennedy | Director of MFS and Executive Vice President, Chief Legal Officer and Public Affairs of Sun |
| Life Financial |
| |
Michael W. Roberge | Director, Chairman of the Board, Chair, and Chief Executive Officer of MFS1 |
| |
Edward M. Maloney | Executive Vice President and Chief Investment Officer of MFS1 |
| |
Carol W. Geremia | Director, President, and Head of Global Distribution of MFS1 |
| |
Jonathan N. Aliber | Executive Vice President and Chief Technology Officer of MFS1 |
| |
Amrit Kanwal | Director, Executive Vice President, and Chief Financial Officer of MFS1 |
| |
Mark A. Leary | Executive Vice President and Chief Human Resources Officer of MFS1 |
| |
Heidi W. Hardin | Executive Vice President, General Counsel, and Secretary of MFS1 |
| |
Scott Chin | Treasurer of MFS1 |
| |
Michelle Thompson- | Executive Vice President and Chief Diversity, Equity and Inclusion Officer of MFS1 |
Dolberry | |
| |
Rosa Licea-Mailloux | Chief Compliance Officer of MFS1 |
| |
*The principal mailing address of the principal executive officer and each director is 111 Huntington Avenue, Boston, Massachusetts 02199.
1Certain principal executive officers and directors of MFS serve as officers or directors of some or all of MFS' corporate affiliates and certain officers of MFS serve as officers and/or directors of some or all of the funds in the MFS Funds complex and/or officers or directors of certain MFS non-U.S. investment companies.
G-1
COMPARABLE FUNDS FOR WHICH MFS
SERVES AS ADVISER OR SUBADVISER
The following table lists certain information regarding comparable mutual funds to which MFS provides investment advisory and subadvisory services, other than the Portfolio:
Fund | Net Assets in Millions | Annual Rate of Advisory/Subadvisory Fee Paid to MFS |
| (as of December 31, 2022) | |
| | |
MFS Blended Research | $552.5 | 0.50% of the fund's average daily net assets annually up to $1 |
International Equity Fund | | billion; 0.475% of the fund's average daily net assets annually in |
(Adviser: MFS | | excess of $1 billion and up to $2.5 billion; and 0.45% of the |
Investment Management) | | fund's average daily net assets annually in excess of $2.5 billion. |
| | |
Confidential Sub-Advised | $21.7 | 0.30% of the fund's average daily net assets annually up to $100 |
Fund Number 1 | | million; 0.285% of the fund's average daily net assets annually in |
| excess of $100 million and up to $250 million; 0.27% of the |
| |
(Adviser: Confidential | | fund's average daily net assets annually in excess of $250 million |
Adviser Number 1) | | and up to $500 million; and 0.25% of the fund's average daily net |
| | assets annually in excess of $500 million. |
| | |
Confidential Sub-Advised | $61.5 | 0.30% of the fund's average daily net assets annually up to $100 |
Fund Number 2 | | million; 0.285% of the fund's average daily net assets annually in |
| excess of $100 million and up to $250 million; 0.27% of the |
| |
(Adviser: Confidential | | fund's average daily net assets annually in excess of $250 million |
Adviser Number 2) | | and up to $500 million; and 0.25% of the fund's average daily net |
| | assets annually in excess of $500 million. |
| | |
Confidential Sub-Advised | $108.5 | 0.30% of the fund's average daily net assets annually up to $100 |
Fund Number 3 | | million; 0.285% of the fund's average daily net assets annually in |
| excess of $100 million and up to $250 million; 0.27% of the |
| |
(Adviser: Confidential | | fund's average daily net assets annually in excess of $250 million |
Adviser Number 3) | | and up to $500 million; and 0.25% of the fund's average daily net |
| | assets annually in excess of $500 million. |
| | |
Confidential Sub-Advised | $129.0 | 0.30% of the fund's average daily net assets annually up to $100 |
Fund Number 4 | | million; 0.285% of the fund's average daily net assets annually in |
| excess of $100 million and up to $250 million; 0.27% of the |
| |
(Adviser: Confidential | | fund's average daily net assets annually in excess of $250 million |
Adviser Number 4) | | and up to $500 million; and 0.25% of the fund's average daily net |
| | assets annually in excess of $500 million. |
| | |
G-2
EXHIBIT H
MANAGEMENT OF PGIM QUANTITATIVE SOLUTIONS LLC (PGIM QUANT)
PGIM Quant is a registered investment adviser, is a wholly-owned and independently-operated subsidiary of PGIM, the global investment management businesses of Prudential Financial, Inc. PGIM Quant began managing multi-asset portfolios for institutional investors in 1975. As of December 31, 2022, PGIM Quant managed approximately $86.3 billion in quantitative equity and global multi-asset solutions for a global client base of pension funds, endowments, foundations, sovereign wealth funds and subadvisory accounts. With offices in Newark, San Francisco and London, PGIM Quant primary address is Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102*.
* Effective June 20, 2023, PGIM Quant's primary address is 655 Broad Street, 16th floor, Newark NJ, 07102.
Name & Address* | Position |
| |
Linda T. Gibson | Chief Executive Officer and Director |
| |
David A. Hunt | Director |
| |
Brian J. Carroll | Director |
| |
Lawrence Marchese | Director |
| |
George N. Patterson | Director |
| |
*The principal mailing address of the principal executive officer and each director is Gateway Center Two, 100 Mulberry Street, Newark, New Jersey 07102.
COMPARABLE FUNDS FOR WHICH PGIM QUANT
SERVES AS ADVISER OR SUBADVISER
The following table lists certain information regarding comparable mutual funds to which PGIM Quant provides investment advisory and subadvisory services, other than the Portfolio:
Fund | Net Assets in Millions | Annual Rate of Advisory/Subadvisory Fee Paid to PGIM Quant |
| (as of December 31, 2022) | |
| | |
AST Preservation Asset | $3,554 | For subadvisory services 30 bps on the first $1 billion; 25 bps on |
Allocation Portfolio | | the next $5 billion; 22.5 bps thereafter |
| | |
AST Capital Growth | $10,465 | For subadvisory services 30 bps on the first $1 billion; 25 bps on |
Asset Allocation | | the next $5 billion; 22.5 bps thereafter |
Portfolio | | |
| | |
H-1
EXHIBIT I
SHAREHOLDER INFORMATION
As of May 16, 2023, the Trustees and officers of AST, as a group, owned less than 1% of the outstanding shares of the Portfolio.
As of May 16, 2023, the owners, directly or indirectly, of more than 5% of the outstanding shares of any share class of the Portfolio were as follows:
Portfolio Name | Shareholder Name | Registration | Shares/Percentage |
| | | |
AST International Equity | PRUCO Life Insurance | 213 Washington Street | 20,406,320.037/39.41% |
Portfolio | Company | Newark, NJ 07102 | |
| PLAZ Annuity | | |
| Attn: Separate Accounts 7th Fl. | | |
| | | |
| Fortitude Life Insurance & | Ten Exchange Place, Suite | 16,828,288.323/32.50% |
| Annuity | 2210 | |
| | Jersey City, NJ 07302 | |
| | | |
| PRUCO Life Insurance | 213 Washington Street | 9,710,358.050/18.75% |
| Company | Newark, NJ 07102 | |
| PLAZ Life | | |
| Attn: Separate Accounts 7th Fl. | | |
| | | |
I-1
ADVANCED SERIES TRUST
AST International Equity Portfolio
655 Broad Street
6th Floor
Newark, New Jersey 07102
IMPORTANT NOTICE OF INTERNET AVAILABILITY
OF INFORMATION STATEMENT (THE NOTICE)
The Information Statement referenced in this Notice is available at:
www.PrudentialAnnuities.com/investor/invprospectus
This Notice is to inform you that an information statement (the Information Statement) regarding new subadvisory agreements for the AST International Equity Portfolio (the Portfolio), a series of the Advanced Series Trust (the Trust), is now available at the website referenced above. Please note that this Notice is only intended to provide an overview of the matter covered in the Information Statement. We encourage you to access the Portfolio's website to review a complete copy of the Information Statement, which contains important information about the Portfolio's new subadvisers and new subadvisory agreements.
As discussed in the Information Statement, at a meeting held on September 19-20, 2022, the Board of Trustees of the Trust, including a majority of the Trustees who are not parties to the new subadvisory agreements, and who are not interested persons of those parties, as defined in the Investment Company Act of 1940, as amended, approved new subadvisory agreements for the Portfolio (each, a New Subadvisory Agreement, and collectively, the New Subadvisory Agreements) with LSV Asset Management (LSV), Massachusetts Financial Services Company (MFS), J.P. Morgan Investment Management Inc. (J.P. Morgan) and PGIM Quantitative Solutions LLC (PGIM Quant, and together with LSV, MFS, and J.P. Morgan, the New Subadvisers).
PGIM Investments LLC (PGIM Investments) and AST Investment Services, Inc. (ASTIS, and together with PGIM Investments, the Manager), as investment managers to the Portfolio, have entered into the New Subadvisory Agreements to replace subadvisory agreements with each of Neuberger Berman Investment Advisers LLC (Neuberger Berman) and William Blair Investment Management, LLC (William Blair), which were in effect prior to March 13, 2023. The New Subadvisory Agreements became effective on March 13, 2023. The New Subadvisory Agreements will not affect the subadvisory agreement with Jennison Associates LLC, who will continue to subadvise the Portfolio alongside the New Subadvisers. In connection with the New Subadvisory Agreements, the Board also approved an amendment to the investment management agreement between the Manager and the Trust relating to the Portfolio reflecting a revised management fee rate schedule to reduce the management fees paid by the Portfolio. The Manager will continue to manage the Portfolio.
The Manager has received exemptive orders from the Securities and Exchange Commission that allow it, subject to certain conditions, to hire certain subadvisers and to make changes to existing subadvisory agreements without obtaining shareholder approval. As required by the exemptive order pertaining to subadvisers that are unaffiliated with the Trust and the Manager, the Portfolio is required to provide information to shareholders about a new subadviser within 90 days of the hiring of the new subadviser. The Information Statement provides such notice of the changes and presents information regarding the New Subadvisers and the New Subadvisory Agreements.
This Notice is being mailed on or about June 2, 2023, to all shareholders of record as of the close of business on March 13, 2023. A copy of the Information Statement will remain on the Portfolio's website for you to view and print until September 5, 2023.
You can obtain a paper copy of the complete Information Statement, without charge, by writing the Trust at 655 Broad Street, 6th Floor, Newark, New Jersey 07102, or by calling (800) 778-2255 (toll free). You can request a complete copy of the Information Statement until September 5, 2023. To ensure prompt delivery, you should make your request no later than August 18, 2023. Please note that you will not receive a paper copy unless you request it.
Shareholders Sharing the Same Address. As permitted by law, only one copy of this Notice may be delivered to shareholders residing at the same address, unless such shareholders have notified the Trust of their desire to receive multiple copies of the shareholder reports and other materials that the Trust sends. If you would like to receive an additional copy, please contact the Trust by writing to the Trust's address, or by calling the telephone number shown above. The Trust will then promptly deliver, upon request, a separate copy of this Notice to any shareholder residing at an address to which only one copy was mailed. Shareholders wishing to receive separate copies of the Trust's shareholder reports and other materials in the future, and shareholders sharing an address that wish to receive a single copy if they are receiving multiple copies, should also send a request as indicated.
THIS NOTICE AND THE INFORMATION STATEMENT ARE FOR YOUR INFORMATION ONLY. YOU ARE
NOT REQUIRED TO TAKE ANY ACTION.
ASTIEPN