ADVANCED SERIES TRUST AST Small-Cap Growth Opportunities Portfolio SUBADVISORY AGREEMENT
AST Small-Cap Growth Opportunities Portfolio
Agreement made as of this 6th day of October, 2014 between Prudential
Investments LLC (PI), 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 RS Investment Management Co. LLC, a Delaware limited
liability company (RS Investment 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 PI and AST 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, instruments, 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 reasonable 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, (the “Code”), provided that compliance with the Code shall be solely with respect
to the assets of the Trust under the Subadviser’s management and based solely upon information provided by the Trust’s
administrator, custodian and other service providers, and all other applicable federal and state laws and regulations. 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) that relate to the Subadviser, provided that the Subadviser is required
by law or regulation to be the preparer and filer of such reports. Unless otherwise agreed in writing by the Subadviser, the obligations
of the Subadviser under the Code are limited to the Trust’s compliance with the diversification requirements of Section 817(h)
of the Code and the related rules and regulations promulgated thereunder (“Section 817(h)”) with respect to the assets
of the Trust under management of the Subadviser. The Co-Managers shall provide Subadviser timely with copies of any updated Trust
Documents.
(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 any broker or dealer affiliated with the
Co-Managers or the 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 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, 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 investments or 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 is, to the extent required by applicable law, 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, to the extent by applicable law, maintain such registration and membership in good standing during the term of this Agreement. Further, the Subadviser agrees to notify the Manager promptly upon (i) a statutory disqualification of such Subadviser under Sections 8a(2) or 8a(3) of the CEA, (ii) a suspension, revocation or limitation of such Subadviser’s commodity trading advisor registration or NFA membership, or (iii) 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.
(v) The Subadviser shall maintain all books and records with respect
to the Trust's portfolio transactions effected by it to the extent applicable under 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 during Subadviser’s normal business hours 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 portion of the Trust's assets it manages, and
shall provide the Co-Managers with such information upon request of the Co-Managers.
(vii) 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 Sub adviser recognizes that its services may be terminated or modified
pursuant to this process.
(viii) 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-I 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) In connection with its duties under this Agreement, the Subadviser agrees to maintain adequate compliance policies and procedures to ensure its compliance with the 1940 Act, the CEA (if applicable), the Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations, and applicable rules of any self-regulatory organization.
(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(d) hereof as the Co-Managers may reasonably request.
(f) The Subadviser shall be responsible for the voting or abstaining from voting of all shareholder proxies with respect to the investments and securities held in the Trust's portfolio pursuant to the Subadviser’s proxy voting policies and procedures, subject to such reasonable reporting and other requirements as shall be established by the Co-Managers, and notified in advance to the Subadviser. Notwithstanding the foregoing, the Trust and not the Subadviser shall be responsible for any and all filings in connection with class action lawsuits and securities litigation.
(g) Upon reasonable request from the Co-Managers, the Subadviser 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, provided that (i) the Subadviser shall not be deemed a substitute for any independent pricing and/or valuation committee of the Trust pursuant to the Trust’s fair valuation policies and procedures, and (ii) none of the information which the Subadviser provides to the Co-Managers shall be deemed to be the official books and records of the Trust for tax, accounting or other purposes.
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).
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. 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. The Co-Managers acknowledge that Subadviser does not guarantee
investment results. The Co-Managers further recognize and agree that the Subadviser may provide advice to or take action with
respect to other clients, which advice or action, including the timing and nature of such action, may differ from or be identical
to advice given or action taken with respect to the Trust. The Subadviser shall for all purposes hereof be deemed to be an independent
contractor and shall, unless otherwise provided or authorized, have no authority to act for or represent the Trust or the Co-Managers
in any way or otherwise be deemed an agent of the Trust or the Co-Managers except in connection with the investment management
services provided by the Subadviser under this Agreement. 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 Subadviser and its affiliates shall not be liable or responsible for any loss incurred
in connection with any act or omission of any of the Trust’s trustees, administrators, custodian, or any broker-dealer or
other third party in the absence of Subadviser's willful misfeasance, bad faith or gross negligence. The Co-Managers, severally
and jointly, 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.
5. 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) of this Agreement, including, but not limited to, a change of control (as defined in the 0000 Xxx)
of the Subadviser.
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 Gateway Center Three, 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Secretary (for PI) and Xxx Xxxxxxxxx
Xxxxx, Xxxxxxx, Xxxxxxxxxxx, 00000, Attention: Secretary (for ASTIS); (2) to the Trust at Gateway Center Three, 000 Xxxxxxxx Xxxxxx,
0xx Xxxxx, Xxxxxx, XX 00000-0000, Attention: Secretary; or (3) to the Subadviser at RS Investment Management Co, LLC, Xxx Xxxx
Xxxxxx, Xxxxx 000, Xxx Xxxxxxxxx, XX 00000, Attention: Head of Client Service.
6. 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.
7. 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. 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.
8. It is understood that the name of each party to this Agreement, and any derivatives thereof or logos associated with that name, is the valuable property of the party in question and its affiliates, and that each other party has the right to use such names pursuant to the relationship created by, and in accordance with the terms of this Agreement only so long as this Agreement shall continue in effect. Upon termination of this Agreement, the parties shall forthwith cease to use the names of the other parties (or any derivative or logo) as appropriate and within a reasonable amount of time and to the extent that continued use is not required by applicable laws, rules and regulations.
9. Notwithstanding any other provision of this Agreement, the Subadviser may include the performance of the Trust attributable to the time period Subadviser provided services under this Agreement as part of any composite performance information of the Subadviser; provided, however, that neither the Subadviser nor any of its affiliates may use the name symbol or any other logo, trademark, service xxxx or trade name of the Co-Managers, or any of their affiliates, and any derivatives of such without the express written consent of the relevant Co-Manager.
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.
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.
PRUDENTIAL INVESTMENTS LLC
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President
AST INVESTMENT SERVICES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx
Title: President
RS Investment Management Co. LLC
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Executive Officer
SCHEDULE A
As compensation for services provided by RS Investment Management Co. LLC, Prudential Investments LLC and AST Investment Services, Inc. will pay RS Investment Management Co. LLC an advisory fee on the net assets managed by RS Investment Management Co. LLC that is equal, on an annualized basis, to the following:
| Portfolio | Advisory Fee |
| AST Small-Cap Growth Opportunities Portfolio | 0.55% of average
daily net assets to $100 million; 0.50% of average daily net assets over $100 million but not exceeding $200 million; 0.45% of average daily net assets over $200 million but not exceeding $250 million; 0.40% of average daily net assets over $250 million but not exceeding $300 million; and 0.35% of average daily net assets over $300 million |
Dated as of October 6, 2014.
