ADVANCED SERIES TRUST SUBADVISORY AGREEMENT
Agreement made as of this 1st day of April, 2014 between Prudential Investments LLC (PI), a New York limited liability company (the Manager), Prudential Investment Management, Inc. (PIM), a New Jersey corporation, Xxxxxxxx Associates LLC, a Delaware limited liability company (Xxxxxxxx) and Quantitative Management Associates LLC (QMA), a New Jersey limited liability company (PIM, Xxxxxxxx and QMA are individually referred to herein as a Subadviser and are collectively referred to herein as the Subadvisers).
WHEREAS, the Manager entered into a Management Agreement (the Management Agreement) dated May 1, 2003, with Advanced Series Trust (formerly American Skandia Trust) (the Trust), a Massachusetts business 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 is the Manager of the Trust; and
WHEREAS, the Manager desires to retain the Subadvisers 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 Manager shall from time to time direct, and the Subadvisers are willing to render such investment advisory services.
NOW, THEREFORE, the Parties agree as follows:
1. To the extent set forth on Schedule A hereto as amended from time to time, each Subadviser is hereby retained to render Management Services (as defined in paragraph (a) of this Section 1) or Additional Services (as defined in paragraph (b) of this Section 1), or both, with respect to the Trust’s portfolio, in accordance with the following provisions:
(a) Subject to the supervision of the Manager and the Board of Trustees of the Trust (the Board), each Subadviser shall manage such portion of the Trust’s portfolio as delegated to the Subadviser by the Manager (the Allocated Assets), including the purchase, retention and disposition of the Allocated Assets (such services hereinafter referred to as the “Management Services”), and subject to the following understandings:
(i) The Subadviser shall provide supervision of the Allocated Assets, and shall determine from time to time what securities, futures contracts, or investments will be purchased, retained, sold or loaned by the Trust with respect to the Allocated Assets, and what portion of the Allocated Assets will be invested or held uninvested as cash.
(ii) The Subadviser shall provide the Management Services 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”).
(iii) The Subadviser shall determine the securities, futures contracts and other investments to be purchased or sold with respect to the Allocated Assets, and may place orders with or through such persons, brokers, dealers or futures commission merchants (including but not limited to any broker, dealer or futures commission merchant affiliated with the Subadviser) to carry out the policy with respect to brokerage as set forth in the Trust’s Prospectus or as the Board 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, dealers or futures commission merchants 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 (or the Manager pursuant to the Management Agreement) shall have discretion to effect investment transactions for the Trust through broker-dealers (including, to the extent legally permissible, broker-dealers 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 broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Subadviser (or the Manager under the Management Agreement) 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. Pursuant to the rules promulgated under Section 326 of the USA PATRIOT ACT, broker-dealers are required to obtain, verify and record information that identifies each person who opens an account with them. In accordance therewith, the Trust acknowledges that broker-dealers whom the Subadviser selects to execute transactions in the Trust’s portfolio on the Trust’s behalf may seek identifying information about the Trust and the Trust will provide such information to such broker-dealers, if requested.
On occasions when the Subadviser deems the purchase or sale of a security or futures contract 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 investments to be sold or purchased. In such event, allocation of the securities, futures contracts, or investments 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 or an affiliate shall provide the Trust’s Custodian on each business day with information relating to all transactions concerning the Allocated Assets, and the Subadviser or an affiliate shall provide the Manager with such information upon request of the Manager.
(v) The Subadviser acknowledges that it is responsible for (a) upon request of the Custodian or Manager, promptly corresponding with the Custodian, or where necessary the Manager, to consult on the value of securities for Allocated Assets where market quotations are not readily available and (b) promptly notifying the Manager upon becoming aware of the occurrence of any significant event with respect to any portion of the Allocated Assets that it manages 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 Manager, each Subadviser (through a qualified person) will assist the valuation committee of the Trust or the Manager in valuing securities (including, upon request from the Manager and where a market quotation for any such security is not readily available, consulting on the value for such security by the end of the day the value is requested), futures contracts, or 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 securities, futures contracts, or investments being valued.
(b) Subject to the supervision of the Manager and the Board of Trustees of the Trust, each Subadviser shall provide such additional advisory services as agreed to between the Manager and the Subadviser, including but not limited to asset allocation advice and the establishment, operation, and maintenance of one or more quantitative asset allocation models, the application of which may result in the purchase and sale of the Allocated Assets, (such services hereinafter referred to as the “Additional Services”), and subject to the following understandings:
(i) The Subadviser shall provide the Additional Services in accordance with the Trust’s investment objectives, policies and restrictions as stated in its Prospectus.
(ii) The Subadviser or an affiliate shall provide PI or, if requested in writing by PI, the Trust’s Custodian, on each business day with any required information relating to the Additional Services. With respect to information so furnished by the Subadviser to the Trust’s Custodian at the request of PI, the Subadviser or an affiliate shall provide the Manager with such information upon request of the Manager.
(c) In the performance of its duties and obligations under this Agreement, each 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 Manager (the Trust Documents) and with the instructions and directions of the Manager and of the Board, cooperate with the Manager’ (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), Section 817(h) of the Internal Revenue Code of 1986, as amended, and the U.S. Treasury Regulations promulgated thereunder, and all other applicable federal and state laws and regulations. In connection therewith, each Subadviser shall, among other things, assist the Manager in the preparation and filing of such reports as are, or may in the future be, required by the Securities and Exchange Commission (the Commission). The Manager shall provide each Subadviser timely with copies of any updated Trust Documents.
(d) Each Subadviser shall maintain all books and records with respect to the Trust’s portfolio transactions effected by it as required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act, and shall render to the Board 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, futures contracts, or investments.
(e) Each Subadviser shall 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.
(f) Each 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 Manager all information relating to the Subadviser’s services hereunder needed by the Manager to keep the other books and records of the Trust required by Rule 31a-1 under the 1940 Act or any successor regulation. Each Subadviser agrees that all records which it maintains for the Trust are the property of the Trust, and the Subadviser will surrender (or provide copies at the Manager option) 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. Each 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.
(g) The investment management services provided by a Subadviser hereunder are not to be deemed exclusive, and each Subadviser shall be free to render similar services to others. Conversely, the Subadvisers and the Manager understand and agree that to the extent the Manager manage the Trust in a “manager-of-managers” style, the Manager will, among other things, (i) continually evaluate the performance of the Subadvisers through quantitative and qualitative analysis and consultations with the Subadvisers, (ii) periodically make recommendations to the Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Board regarding the results of its evaluation and monitoring functions. The Subadvisers recognize that their services may be terminated or modified pursuant to this process.
(h) To the extent required under applicable law in connection with the Subadviser’s provision of Management Services hereunder, each Subadviser is or shall be 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). Each Subadviser shall maintain such registration and membership in good standing during the term of this Agreement for so long as such registration or membership is required in connection with the Subadviser’s provision of Management Services hereunder. Further, each Subadviser agrees to notify the Manager 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 institution of an action or proceeding that could lead to a statutory disqualification under the CEA or an investigation by
any United States governmental agency or self-regulatory organization of which the Subadviser is subject or has been advised it is a target and such investigation is related to the Subadviser’s provision of investment management services (and in the case of PIM as SubAdviser, such investigation is related to Prudential Fixed Income’s investment management activities).
(i) Each Subadviser acknowledges that the Manager and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act. Each Subadviser hereby agrees that it shall not consult with any other subadviser to the Trust with respect to transactions in securities, futures contracts, or investments for the Trust’s portfolio or any other transactions of Trust assets involving such Subadviser; provided, however, that the Subadvisers under the Agreement may consult with each other because they are affiliates of one another.
(j) In connection with its duties under this Agreement, each Subadviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), and other applicable state and federal regulations.
(k) Each Subadviser shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures, as the Manager may reasonably request.
(l) Each Subadviser shall be responsible for the voting of all shareholder proxies with respect to the Allocated Assets in accordance with such Subadviser’s proxy voting policy, subject to such reasonable reporting and other requirements as shall be established by the Manager.
(m) Each Subadviser represents and warrants that it is registered with the Commission as an investment adviser in accordance with the requirements of the Advisers Act and covenants to maintain all registrations and qualifications required to perform the investment advisory services for the Trust as contemplated under this Agreement.
2. The Manager 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 each Subadviser’s performance of its duties under this Agreement. The Manager shall provide (or cause the Trust’s custodian to provide) timely information to each Subadviser regarding the Allocated Assets, cash requirements and cash available for investment, 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. For the services provided pursuant to this Agreement, the Manager shall pay each Subadviser as full compensation therefor, a fee as described in the attached Schedule A. Expense caps or fee waivers for the Trust that may be agreed to by the Manager, but not agreed to in writing by a Subadviser, shall not cause a reduction in the amount of the payment to that Subadviser by the Manager.
4. No Subadviser shall be liable for any error of judgment or for any loss suffered by the Trust or the Manager 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 Manager or the Trust may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the each 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 Manager’ 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. Each Subadviser shall indemnify the Manager, 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. In any event, the Subadviser shall not be liable for any loss or damage arising or resulting from the acts or omissions of the Trust’s Custodian, any broker, financial institution or any third party with or through whom the Subadviser arranges or enters into a transaction with respect to the Trust. Under no circumstances shall the Subadviser be liable for any loss arising out of any act or omission taken by another Subadviser, or any other third party, in respect to any portion of the Trust’s assets not managed by the Subadviser pursuant to this Agreement.
5. With respect to each Subadviser, 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 or by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Trust, or by the Manager 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. With respect to each Subadviser, 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. Each Subadviser agrees that it will promptly notify the Trust and the Manager 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.
6. 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 Manager at Gateway Center Three, 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000-0000, Attention: Secretary; (2) to the Trust at Gateway Center Three, 000 Xxxxxxxx Xxxxxx, 0xx Xxxxx, Xxxxxx, Xxx Xxxxxx 00000-0000, Attention: Secretary; and (3a) to PIM at Gateway Center Two, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, Attention: Secretary (with a copy to PIM’s Chief Legal Officer); and (3)(b) to Xxxxxxxx 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxx X. Xxxx, Managing Director, with a copy to the Legal Department at the same address; and (3)(c) to QMA at Gateway Center Two, 000 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxx 00000, Attention: Secretary (with a copy to QMA’s Chief Legal Officer).
7. Nothing in this Agreement shall limit or restrict the right of any of a 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 a Subadviser’s right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.
8. During the term of this Agreement, the Manager agrees to furnish each 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 Manager also agrees to furnish each 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 a Subadviser. The Manager further agrees to prospectively make reasonable changes to such materials upon a Subadviser’s written request, and to implement those changes in the next regularly scheduled production of those materials. All such prospectuses, proxy statements, reports to shareholders, marketing and sales literature or other material prepared for distribution to shareholders of the Trust or the public which make reference to a Subadviser may be furnished to the relevant Subadviser hereunder by electronic mail, first-class or overnight mail, facsimile transmission equipment or hand delivery.
9. 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.
10. This Agreement shall be governed by the laws of the State of New York.
11. Any question of interpretation of any term or provision of this Agreement having a counterpart in 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.
12. This Agreement has been signed by multiple parties; namely, the Manager, on one hand, and each Subadviser, on the other hand. The parties have signed one document for administrative convenience to avoid a multiplicity of documents. It is understood and agreed that this document shall constitute a separate agreement between the Manager and each Subadviser with respect to each series of the Trust or portion thereof as to which such Subadviser shall provide Management Services, Additional Services, or both, as if the Manager and such Subadviser had executed a separate agreement naming such Subadviser to provide services to each such series or portion thereof. With respect to any one Subadviser, references in this Agreement to a “Subadviser” or to “each Subadviser” shall be deemed to refer only to such Subadviser, and the term “this Agreement” shall be construed according to the foregoing provisions.
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: Vice President
PRUDENTIAL INVESTMENT MANAGEMENT, INC
By: /s/ Xxxxx Xxxxxxxxxx
Name: Xxxxx Xxxxxxxxxx
Title: Vice President
XXXXXXXX ASSOCIATES LLC
By: /s/ Xxxxxxx Xxxxx
Name:
Xxxxxxx Xxxxx
Title: Executive Vice President & Chief Operating Officer
QUANTITATIVE MANAGEMENT ASSOCIATES LLC
By: /s/ Xxxxx Xxxxxxx
Name:
Xxxxx Xxxxxxx
Title: Chief Executive Officer
SCHEDULE A
AST Prudential Flexible Multi-Strategy
Portfolio
1. Management Services and Additional Services. As compensation for the Management Services and Additional Services provided by the Subadviser with respect to the AST Prudential Flexible Multi-Strategy Portfolio, Prudential Investments LLC will pay each Subadviser an advisory fee on the net asset value of its Allocated Assets (as specified below) with respect to the AST Prudential Flexible Multi-Strategy Portfolio that is equal, on an annualized basis, to the following:
| Subadviser | Category | Proposed Contractual Subadvisory Fee Rate |
| Quantitative Management Associates LLC** | 130/30* | 0.45% of average daily net assets to $250 million; and 0.40% over $250 million of average daily net assets |
| Market Participation Strategy | 0.30% of average daily net assets to $50 million; and 0.25% over $50 million of average daily net assets | |
| EAFE All Cap | 0.35% of average daily net assets | |
| Market Neutral* | 1.00% of average daily net assets | |
| Overall Asset Allocation and Overlay Strategies | 0.15% of average daily net assets*** | |
| Prudential Fixed Income**** | Global Aggregate Plus | 0.30% of average daily net assets to $100 million; 0.27% on next $100 million of average daily net assets; 0.22% on next $100 million of average daily net assets; and 0.20% over $300 million of average daily net assets |
| TIPS | 0.20% of average daily net assets to $25 million; 0.15% on next $25 million of average daily net assets; 0.10% on next $50 million of average daily net assets; and 0.05% over $100 million of average daily net assets | |
| Prudential Global Absolute Return | 0.45% of average daily net assets | |
| Xxxxxxxx Associates LLC**** | Natural Resources | 0.55% of average daily net assets to $100 million; and 0.50% over $100 million of average daily net assets |
| MLP's | 0.60% of average daily net assets to $300 million; and 0.50% over $300 million of average daily net assets |
* The 130/30 and Market Neutral strategies are subject to a relationship pricing discount based on revenue:
Combined Revenue Levels Percentage Fee Discount
Up to $5 million 0% Fee Reduction
$5 million to $7.5 million 2.5% Fee Reduction
$7.5 million to $10 million 5% Fee Reduction
$10 million to $12.5 million 7.5% Fee Reduction
$12.5 million to $15 million 12.5% Fee Reduction
Over $15 million 15% Fee Reduction
** QMA has agreed to a contractual fee waiver arrangement that applies to the AST Prudential Flexible Multi-Strategy Portfolio (Portfolio). Under this arrangement, QMA will waive its subadvisory fee for the Portfolio in an amount equal to affiliated acquired fund subadvisory fee paid to such subadviser. Notwithstanding the foregoing, the subadvisory fee waiver will not exceed 100% of the subadvisory fee. For avoidance of doubt, such contractual fee waiver arrangement is not applicable to the Overall Asset Allocation and Overlay Strategies fee paid to QMA.
*** For avoidance of doubt, QMA is paid the Overall Asset Allocation and Overlay Strategies fee on the average daily net assets of the entire Portfolio, which includes additional asset classes to which QMA may allocate pursuant to this Agreement.
**** Xxxxxxxx and PIM will only be paid the fees stated herein to the extent that such subadviser has been allocated assets to manage in each of its respective strategies set forth above.
2. Management Services. As compensation for Management Services provided by the Subadviser, Prudential Investments LLC will pay the Subadviser an advisory fee on the net asset value of the Allocated Assets managed by the Subadviser that is equal, on an annualized basis, to the following:
| Advisory Fee |
| N/A (See Item 1 of Schedule A above) |
3. Additional Services. As compensation for the Additional Services provided by the Subadviser, the Manager will pay the Subadviser an advisory fee on the net asset value of the portfolio to which the Additional Services relate that is equal, on an annualized basis, to the following:
| Advisory Fee |
| N/A (See Item 1 of Schedule A above) |
Dated as of April 4, 2014.
