0001683863-23-008379 Sample Contracts

ADVANCED SERIES TRUST AST Bond Portfolio 2035 SUBADVISORY AGREEMENT
Subadvisory Agreement • December 18th, 2023 • Advanced Series Trust

Subadvisory Agreement (Agreement) made as of this 8th day of November, 2023 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company, and PGIM, Inc. (PGIM), a New Jersey Corporation, and PGIM Limited (PGIM Limited), a United Kingdom limited company (PGIM and PGIM Limited are collectively referred to herein as the Subadvisers).

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Distribution Agreement
Distribution Agreement • December 18th, 2023 • Advanced Series Trust • New Jersey

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

ADVANCED SERIES TRUST AST Advanced Strategies Portfolio SUBADVISORY AGREEMENT
Subadvisory Agreement • December 18th, 2023 • Advanced Series Trust

Agreement made as of this 10th day of November, 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;

ADVANCED SERIES TRUST AST Advanced Strategies Portfolio Subadvisory Agreement
Subadvisory Agreement • December 18th, 2023 • Advanced Series Trust

This Agreement (the “Agreement”) is made as of this 16th day of November, 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”) on the one hand, and on the other hand each, severally, of Jennison Associates LLC, a Delaware limited liability company (“Jennison”), PGIM Quantitative Solutions LLC, a New Jersey limited liability company (“PGIM QS”) and PGIM, Inc., a New Jersey Corporation (“PGIM”). Each of Jennison, PGIM QS, and PGIM shall be referred to herein as a “Subadviser.”

PIMCO FUNDS RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 18th, 2023 • Advanced Series Trust

THIS AGREEMENT is dated as of November 28, 2023, among Advanced Series Trust (“Acquiring Trust” and collectively, the “Acquiring Trusts”), each on behalf of itself and its separate series listed on Schedule A, as amended from time to time, severally and not jointly (each, an “Acquiring Fund” and collectively, the “Acquiring Funds”), and PIMCO Funds, the “Acquired Trust”), on behalf of itself and its separate series listed on Schedule B, as amended from time to time or as such additional series are deemed to be added in the future, severally and not jointly (each, an “Acquired Fund” and collectively, the “Acquired Funds”).

VIRTUS RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 18th, 2023 • Advanced Series Trust

THIS AGREEMENT, dated as of November 29, 2023, between each Acquiring Fund, severally and not jointly (each, an “Acquiring Fund”), and each Acquired Fund, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Fund(s), the “Funds”), listed on Schedule A hereto.

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • December 18th, 2023 • Advanced Series Trust

Amendment made as of December 11, 2023 (the “Effective Date”) to that certain Custody Agreement dated as of November 7, 2002, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (each, a “Fund”) and The Bank of New York Mellon (formerly, The Bank of New York) (“Custodian”) (such Custody Agreement, as amended, hereinafter referred to as the “Custody Agreement”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.

AMENDMENT
Transfer Agency and Service Agreement • December 18th, 2023 • Advanced Series Trust

AMENDMENT made as of December 11, 2023 to that certain Amended and Restated Transfer Agency and Service Agreement made as of May 29, 2007 (the “TA Agreement”), between each of the investment companies listed in Exhibit A hereto including any series thereof (the “Fund”) and Prudential Mutual Fund Services LLC (“PMFS”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the TA Agreement.

Amendment to Subadvisory Agreement for AST LARGE-CAP GROWTH PORTFOLIO
Subadvisory Agreement • December 18th, 2023 • Advanced Series Trust

AST Investment Services, Inc., PGIM Investments LLC (collectively, the “Manager”) and T. Rowe Price Associates, Inc. (the “Subadviser”) hereby agree to amend the Subadvisory Agreement, dated as of November 29, 2005, as amended February 1, 2016, June 1, 2017, January 1, 2021 and June 13, 2022, by and among the Manager and the Subadviser, pursuant to which the Subadviser has been retained to provide investment advisory services to the AST Large-Cap Growth Portfolio as follows:

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 18th, 2023 • Advanced Series Trust

THIS AGREEMENT, dated as of December 4, 2023, between Advanced Series Trust. (the “Investing Company”), on behalf of each of its series listed on Schedule A, severally and not jointly (each, an “Acquiring Fund”), and the trusts identified on Schedule A (each a “Trust” and collectively, the “Trusts”), on behalf of each series of the Trusts listed on Schedule A, severally and not jointly (each, an “Acquired Fund” and together with the Acquiring Funds, the “Funds”).

Victory Capital RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 18th, 2023 • Advanced Series Trust

THIS AGREEMENT, dated as of November 30, 2023 , between each Acquiring Fund, severally and not jointly, (each, an “Acquiring Fund”), and each Acquired Fund, severally and not jointly, (each, an “Acquired Fund” and together with the Acquiring Fund(s), the “Funds”), listed on Schedule A.

AMENDMENT
Fund Administration and Accounting Agreement • December 18th, 2023 • Advanced Series Trust

Amendment made as of December 11, 2023 to that certain Fund Administration and Accounting Agreement dated as of February 3, 2006, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (collectively, the “Funds”) and The Bank of New York Mellon (formerly, The Bank of New York) (“BNY”) (such Fund Administration and Accounting Agreement, as amended, hereinafter referred to as the “Accounting Agreement”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Accounting Agreement.

Calamos RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 18th, 2023 • Advanced Series Trust

THIS AGREEMENT, dated as of December 13, 2023 , between each Acquiring Fund, severally and not jointly, (each, an “Acquiring Fund”), and each Acquired Fund, severally and not jointly, (each, an “Acquired Fund” and together with the Acquiring Fund(s), the “Funds”), listed on Schedule A.

ADVANCED SERIES TRUST AMENDMENT NO. 12 TO MANAGEMENT AGREEMENT
Management Agreement • December 18th, 2023 • Advanced Series Trust

Amendment No. 12 to Management Agreement made this 11th day of December, 2023, by and between Advanced Series Trust (AST), on behalf of each series listed on Schedule A hereto (collectively, the Portfolios) and PGIM Investments LLC (PGIM Investments or the Manager).

RULE 12d1-4 FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 18th, 2023 • Advanced Series Trust

THIS AGREEMENT, dated as of November 30, 2023, between Advanced Series Trust on behalf of each Acquiring Fund listed on Schedule A, severally and not jointly (each, an “Acquiring Fund” and collectively the “Acquiring Funds”), and AQR Funds on behalf of each Acquired Fund listed on Schedule A, severally and not jointly (each, an “Acquired Fund”, collectively the “Acquired Funds”, and together with the Acquiring Funds, the “Funds”).

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