Amendment to Subadvisory Agreement FOR AST LEGG MASON DIVERSIFIED GROWTH PORTFOLIO OF ADVANCED SERIES TRUST

Amendment to Subadvisory Agreement
FOR AST XXXX XXXXX DIVERSIFIED GROWTH PORTFOLIO OF
ADVANCED SERIES TRUST
 

PGIM Investments LLC (the “Manager”), QS Investors, LLC, Brandywine Global Investment Management, LLC, ClearBridge Investments, LLC, Western Asset Management Company, LLC and Western Asset Management Company Limited (collectively, the “Subadvisers”) hereby agree to amend the subadvisory agreement for the AST Xxxx Xxxxx Diversified Growth Portfolio (the “Portfolio”), dated as of July 31, 2020, by and among the Manager and the Subadvisers (the “Agreement”) to: (i) change the name of the Portfolio; (ii) add Franklin Advisers, Inc. (“Franklin”) as a party to the Agreement; and (iii) amend the existing Schedule A to the Agreement.   

The Agreement is hereby amended as follows: 

1. All references to “AST Xxxx Xxxxx Diversified Growth Portfolio” are hereby changed to “AST Franklin 85/15 Diversified Allocation Portfolio”;  

2. Franklin Advisers, Inc. is hereby added as a party to the Agreement and hereafter all references in the Agreement to a “Subadviser” shall now include Franklin; and  

3. Schedule A is hereby deleted and replaced with the attached Schedule A. 

IN WITNESS HEREOF, PGIM Investments LLC, QS Investors, LLC, Brandywine Global Investment Management, LLC, ClearBridge Investments, LLC, Western Asset Management Company, LLC, Western Asset Management Company Limited and Franklin Advisers, Inc. have duly executed this Amendment as of the effective date of this Amendment. 

PGIM INVESTMENTS LLC 

By: /s/ Xxxxxxx X. Xxxxxx 

Name: Xxxxxxx X. Xxxxxx 

Title: Senior Vice President 

QS INVESTORS, LLC 

By: /s/ Xxxxxx Xxxxxx 

Name: Xxxxxx X. Xxxxxx 

Title: Chief Compliance Officer 

Address for Notices: 

QS Investors, LLC 

000 Xxxxx Xxxxxx, 0xx Xxxxx 

Xxx Xxxx, XX 00000 

Attn: Business Management 

BRANDYWINE GLOBAL INVESTMENT MANAGEMENT, LLC 

By: /s/ Xxxx Xxxxxxxx 

Name: Xxxx X Xxxxxxxx 

Title: Chief Administrative Officer 

Address for Notices: 

Brandywine Global Investment Management, LLC 

0000 Xxxxxx Xxxxxx, Xxxxx 0000 

Xxxxxxxxxxxx, XX 00000 

CLEARBRIDGE INVESTMENTS, LLC 

By: /s/ Xxxxxxx Xxxxxx Xxxxxxx 

Name: Xxxxxxx Xxxxxx Xxxxxxx 

Title: Managing Director 

Address for Notices: 

ClearBridge Investments, LLC 

000 0xx Xxxxxx 

Xxx Xxxx, XX 00000 

WESTERN ASSET MANAGEMENT COMPANY, LLC 

By: /s/ Marzo Xxxxxxxx 

Name: Marzo Xxxxxxxx 

Title: Director of Global Client Service & Marketing 

Address for Notices: 

Western Asset Management Company, LLC 

000 Xxxx Xxxxxxxx Xxxxxxxxx 

Xxxxxxxx, XX 00000 

WESTERN ASSET MANAGEMENT COMPANY LIMITED 

By: /s/ Marzo Xxxxxxxx 

Name: Marzo Xxxxxxxx 

Title: Director of Global Client Service & Marketing 

Address for Notices: 

Western Asset Management Company Limited 

00 Xxxxxxxx Xxxxxx 

Xxxxxxxx Xxxxxx 

Xxxxxx XX0X 0XX 

FRANKLIN ADVISERS, INC. 

By: /s/ Xxxxxx Xxxxx 

Name: Xx Xxxxx 

Title: President, Franklin Advisers, Inc. 

Effective Date as Revised: April 26, 2021  Address for Notices:  Franklin Advisers, Inc.  Xxx Xxxxxxxx Xxxxxxx  Xxx Xxxxx, Xxxxxxxxxx 00000  Attn: General Counsel  With a copy to:  Franklin Xxxxxxxxx Investments  Xxx Xxxxxxxx Xxxxxxx  Xxx Xxxxx, Xxxxxxxxxx 00000  Attn: General Counsel 

SCHEDULE A 

ADVANCED SERIES TRUST
 

As compensation for services provided by QS Investors, LLC (QS) and its affiliates, Brandywine Global Investment Management, LLC, ClearBridge Investments, LLC, Western Asset Management Company, LLC, Western Asset Management Company Limited and Franklin Advisers, Inc. for the AST Franklin 85/15 Diversified Allocation Portfolio (the “Portfolio”), PGIM Investments LLC will pay QS a subadvisory fee on the aggregate net assets managed by the Subadvisers that is equal, on an annualized basis, to the following: 

Portfolio Name	Contractual Subadvisory Fee Rate*
AST Franklin 85/15 Diversified Allocation Portfolio	0.330% of average daily net assets to $250 million; 0.305% of average daily net assets over $250 million to $500 million; 0.280% of average daily net assets over $500 million to $750 million; 0.255% of average daily net assets over $750 million to $1 billion; 0.230% of average daily net assets over $1 billion to $2 billion; and 0.205% of average daily net assets over $2 billion.

* QS has agreed to a contractual fee waiver arrangement that applies to the Portfolio. Under this arrangement, QS will waive its subadvisory fee for the Portfolio in an amount equal to the acquired fund subadvisory fee paid to QS for any portfolio affiliated with the Trust.  In addition, QS will waive its subadvisory fee for the Portfolio in an amount equal to the management or subadvisory fee it receives for acquired funds that are not affiliated with the Trust.  Notwithstanding the foregoing, the subadvisory fee waiver will not exceed 100% of the subadvisory fee. 

Effective Date as Revised: April 26, 2021 

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