Execution Version
AMENDMENT TO SUBADVISORY AGREEMENT
FOR AST J.P. MORGAN GLOBAL THEMATIC PORTFOLIO OF
ADVANCED SERIES TRUST
This Amendment is made by and among AST Investment Services, Inc., a Maryland corporation, PGIM Investments LLC, a New York limited liability company (collectively, the “Manager”) and J.P. Morgan Investment Management Inc., a Delaware corporation, (“J.P. Morgan” or the “Subadviser”).
WHEREAS, the Manager and the Subadviser entered into a Subadvisory Agreement, dated as of July 12, 2012, pursuant to which the Subadviser has been retained to provide investment advisory services to the AST J.P. Morgan Global Thematic Portfolio (the “Agreement”).
WHEREAS, the Manager and the Subadviser desire to amend the Agreement in accordance with Section 9 to revise: i) all references to the Portfolio’s name to AST J.P. Morgan Moderate Multi-Asset Portfolio; and
ii)Schedule A to amend the fee schedule. NOW THEREFORE, it is agreed as follows;
1.All references to “AST J.P. Morgan Global Thematic Portfolio” are hereby changed to “AST J.P. Morgan Moderate Multi-Asset Portfolio”;
2.Schedule A is hereby deleted in its entirety and replaced with the attached Schedule A;
3.Capitalized terms used herein but not otherwise defined shall have the meanings given to those terms in the Agreement;
4.Except as expressly amended hereby, all provisions of the Agreement remain in full force and effect and are unchanged in all other respects;
5.If any provisions in this Amendment shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Amendment, but this Amendment shall be construed so as to effectuate the intent of the parties hereto as nearly as possible without giving effect to such invalid, illegal or unenforceable provision as if such provision had never been contained herein;
6.Each of the parties represents and warrants to the others that it has full authority to enter into this Amendment, upon the terms and conditions hereof, and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment; and
7.This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and, all of which, when taken together, shall constitute one and the same instrument.
IN WITNESS HEREOF, AST Investment Services, Inc., PGIM Investments LLC and J.P. Morgan Investment Management Inc. have duly executed this Amendment as of the effective date of this Amendment.
AST INVESTMENT SERVICES, INC.
By: /s/ Timothy Cronin
Name: Timothy S. Cronin
Title: President
PGIM INVESTMENTS LLC
By: /s/ Timothy Cronin
Name: Timothy S. Cronin
Title: Senior Vice President
J.P. MORGAN INVESTMENT MANAGEMENT INC.
By: /s/ Bootsie Beeks
Name: Bootsie Beeks
Title: Vice President
Effective Date as Revised: November 14, 2024
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SCHEDULE A
Advanced Series Trust
AST J.P. Morgan Moderate Multi-Asset Portfolio
As compensation for services provided by J.P. Morgan Investment Management Inc. (J.P. Morgan), AST Investment Services, Inc. and PGIM Investments LLC will pay J.P. Morgan a subadvisory fee on the net assets managed by J.P. Morgan that is equal, on an annualized basis, to the following:
Portfolio |
Subadvisory Fee* |
AST J.P. Morgan Moderate Multi-Asset Portfolio |
0.27% of average daily net assets on all assets |
|
|
*In the event J.P. Morgan invests its Allocated Assets in any other pooled investment vehicle it manages or subadvises, J.P. Morgan will waive its subadvisory fee hereunder in an amount equal to the acquired fund fee paid to J.P. Morgan 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.
Effective Date as Revised: November 14, 2024
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