Prudential Investments LLC

655 Broad Street

Newark, New Jersey 07102

AST Investment Services, Inc.

One Corporate Drive

Shelton, Connecticut 06484

The Board of Trustees of Advanced Series Trust

655 Broad Street

Newark, New Jersey 07102

Re: Contractual Fee Waivers

Effective as of the dates indicated below, Prudential Investments LLC and AST Investment Services, Inc. (collectively, the "Manager") hereby agree to cap expenses / reimburse certain expenses and/or waive a portion of their investment management fees as more particularly described and set forth for each Portfolio listed on Exhibit A hereto.

Very truly yours,

Prudential Investments LLC

By: /s/ Timothy S. Cronin
Name: Timothy S. Cronin
Title: Senior Vice President

AST Investment Services, Inc.

By: /s/ Timothy S. Cronin

Name: Timothy S. Cronin

Title: President

Exhibit A

AST Goldman Sachs Mid-Cap Growth Portfolio : The Manager has contractually agreed to waive 0.10% of its investment management fees through June 30, 2017. In addition, the Manager has contractually agreed to waive a portion of its investment management fees and/or reimburse certain expenses for the Portfolio so that the Portfolio’s investment management fees plus other expenses (exclusive in all cases of taxes, interest, short sale interest and dividend expenses, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) do not exceed 0.98% of the Portfolio’s average daily net assets through October 31, 2016. These waivers may not be terminated without the prior approval of the Trust’s Board of Trustees.

The contractual waiver of 0.10% noted above is inclusive of the prior contractual waiver of 0.053% that was set to expire on October 31, 2016.

AST Goldman Sachs Large-Cap Value Portfolio : The Manager has contractually agreed to waive 0.013% of its investment management fees through October 31, 2016. In addition, the Manager has contractually agreed to waive a portion of its investment management fees and/or reimburse certain expenses for the Portfolio so that the Portfolio’s investment management fees plus other expenses (exclusive in all cases of taxes, interest, short sale interest and dividend expenses, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) do not exceed 0.82% of the Portfolio’s average daily net assets through October 31, 2016. These waivers may not be terminated prior to October 31, 2016 without the prior approval of the Trust’s Board of Trustees.

AST Lord Abbett Core Fixed Income Portfolio : The Manager has contractually agreed to waive 0.16% of its investment management fees through October 31, 2016. In addition, the Manager has contractually agreed to waive a portion of its investment management fees, as follows: 0.10% on the first $500 million of average daily net assets; 0.125% of the Portfolio’s average daily net assets between $500 million and $1 billion; and 0.15% of the Portfolio’s average daily net assets in excess of $1 billion through October 31, 2016. Additionally, the Manager has contractually agreed to waive a portion of its investment management fees and/or reimburse certain expenses for the Portfolio so that the Portfolio’s investment management fees plus other expenses (exclusive in all cases of taxes, interest, short sale interest and dividend expenses, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) do not exceed 0.59% of the Portfolio’s average daily net assets through October 31, 2016. These waivers may not be terminated prior to October 31, 2016 without the prior approval of the Trust’s Board of Trustees.

AST T. Rowe Price Asset Allocation Portfolio : The Manager has contractually agreed to waive 0.022% of its investment management fees through October 31, 2016. In addition, the Manager has contractually agreed to waive a portion of its investment management fees and/or reimburse certain expenses for the Portfolio so that the Portfolio’s investment management fees plus other expenses (exclusive in all cases of taxes, interest, short sale interest and dividend expenses, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) do not exceed 0.87% of the Portfolio’s average daily net assets through October 31, 2016. These waivers may not be terminated prior to October 31, 2016 without the prior approval of the Trust’s Board of Trustees.

Prudential Investments LLC

655 Broad Street

Newark, New Jersey 07102

AST Investment Services, Inc.

One Corporate Drive

Shelton, Connecticut 06484

The Board of Trustees of Advanced Series Trust

655 Broad Street

Newark, New Jersey 07102

Re: Contractual Fee Waivers

Effective as of the dates indicated below, Prudential Investments LLC and AST Investment Services, Inc. (collectively, the "Manager") hereby agree to cap expenses / reimburse certain expenses and/or waive a portion of their investment management fees as more particularly described and set forth for each Portfolio listed on Exhibit A hereto.

Very truly yours,

Prudential Investments LLC

By: /s/ Timothy S. Cronin
Name: Timothy S. Cronin
Title: Senior Vice President

AST Investment Services, Inc.

By: /s/ Timothy S. Cronin

Name: Timothy S. Cronin

Title: President

Exhibit A

AST J.P. Morgan Strategic Opportunities Portfolio : The Manager has contractually agreed to waive 0.011% of its investment management fee through June 30, 2017. This waiver may not be terminated prior to June 30, 2017 without the prior approval of the Trust’s Board of Trustees.

*The assets for each of the AST Bond Portfolio 2026 and AST Bond Portfolio 2027 will be aggregated with each of the AST Bond Portfolio 2016, AST Bond Portfolio 2017, AST Bond Portfolio 2018, AST Bond Portfolio 2019, AST Bond Portfolio 2020, AST Bond Portfolio 2021, AST Bond Portfolio 2022, AST Bond Portfolio 2023, AST Bond Portfolio 2024, AST Bond Portfolio 2025 and AST Investment Grade Bond Portfolio for purposes of determining the fee rate applicable to each Portfolio.

Fee Schedule revised and restated as of April 15, 2014, as further revised as of December 1, 2014, July 13, 2015 and December 21, 2015.

Prudential Investments LLC

655 Broad Street

Newark, New Jersey 07102

The Board of Trustees of Advanced Series Trust

655 Broad Street

Newark, New Jersey 07102

Re: Contractual Fee Waiver

Effective as of the dates indicated below, Prudential Investments (the "Manager”) hereby agree to cap expenses / reimburse certain expenses and/or waive a portion of their investment management fees as more particularly described and set forth for the Portfolio listed on Exhibit A hereto.

Very truly yours,

Prudential Investments LLC

By: /s/ Timothy S. Cronin
Name: Timothy S. Cronin
Title: Senior Vice President

Exhibit A

AST Bond Portfolio 2027: The Manager has contractually agreed to waive a portion of its investment management fees and/or reimburse certain expenses for the Portfolio's investment management fees plus other expenses (exclusive in all cases of taxes, interest, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses) do not exceed 0.93% of the Portfolio's average daily net assets through June 30, 2017. This waiver may not be terminated prior to June 30, 2017 without the prior approval of the Trust’s Board of Trustees.

Amendment to Subadvisory Agreement

Advanced Series Trust

AST J.P. Morgan Strategic Opportunities Portfolio

AST Investment Services, Inc. and Prudential Investments LLC and J.P. Morgan Investment Management Inc. (“Subadviser”) hereby agree to amend the subadvisory agreement (including any amendments) listed below (the “Agreement”) by amending existing Schedule A to such Agreement, which addresses the level of subadvisory fees under such Agreement. Existing Schedule A is hereby replaced in its entirety with the attached Amended Schedule A, effective as of October 1, 2015.

The Agreement affected by this Amendment consists of the following:

1. Subadvisory Agreement, dated as of February 11, 2010 and as amended and supplemented to date, by and among AST Investment Services, Inc. (formerly American Skandia Investment Services, Inc.), Prudential Investments LLC, and Subadviser, pursuant to which Subadviser has been retained to provide investment advisory services to the AST J.P. Morgan Strategic Opportunities Portfolio of Advanced Series Trust .

AST Investment Services, Inc. and Prudential Investments LLC and Subadviser further agree that Amended Schedule A supersedes any other fee arrangements, written or oral, that may be applicable to the Agreements listed above. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

IN WITNESS HEREOF , AST Investment Services, Inc., Prudential Investments LLC, and J.P. Morgan Investment Management Inc. have duly executed this Amendment as of the date and year first written above.

AST INVESTMENT Services, Inc.

By: /s/ Bradley Tobin

Name: Bradley Tobin

Title: VP, ASTIS

PRUDENTIAL INVESTMENTS LLC

By: /s/ Bradley Tobin

Name: Bradley Tobin

Title: VP, PI

J.P. MORGAN INVESTMENT MANAGEMENT INC.

By: /s/ Scott Moritz

Name: Scott Moritz

Title: Vice President

Effective Date: October 1, 2015

REVISED SCHEDULE A

Advanced Series Trust

AST J.P. Morgan Strategic Opportunities Portfolio

As compensation for services provided by J.P. Morgan Investment Management Inc. (the Subadviser), Prudential Investments LLC and AST Investment Services, Inc. will pay the Subadviser an advisory fee on the Portfolio’s net assets that is equal, on an annualized basis, to the following:

Effective Date: October 1, 2015

SUB-SUBADVISORY AGREEMENT

Agreement made as of this 23 day of November, 2015 between Prudential Investment Management, Inc. (PIM or the Subadviser), a New Jersey corporation, and Pramerica Investment Management Limited (PIML), a U.K. limited company.

WHEREAS, Prudential Investments LLC (PI), a New York limited liability company, and AST Investment Services, Inc. (AST), a Maryland corporation (together with PI, the Manager) have entered into a Management Agreement (the Management Agreement) dated May 1, 2008, with Advanced Series Trust, a Massachusetts business trust (the Fund) and a diversified, open-end management investment company registered under the Investment Company Act of 1940 as amended (the 1940 Act); and

WHEREAS, the Manager, acting pursuant to the Management Agreement, has entered into Subadvisory Agreements with the Subadviser, under which the Subadviser provides investment advisory services to the Fund and one or more of its series and manages such portion of the Fund and one or more of its series as the Manager from time to time directs; and

WHEREAS, the Subadviser desires to delegate to PIML certain investment advisory services for the Fund and one or more of its series as specified in Schedule A hereto (individually and collectively, with the Fund, referred to herein as the Fund) as the Subadviser shall direct from time to time, and PIML is willing to render such investment advisory services; and

NOW, THEREFORE, the Parties agree as follows:

1. (a) Subject to the supervision of the Subadviser, PIML shall manage such portion of the Fund’s portfolio as delegated to PIML by the Subadviser, including the purchase, retention and disposition thereof, in accordance with the Fund’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) PIML shall provide supervision of such portion of the Fund's investments as PIM shall direct, and shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Fund, 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, PIML shall act in conformity with the copies of the Agreement and Articles of Incorporation of the Fund, as amended, the By-laws of the Fund, the Prospectus of the Fund, and the Fund’s valuation procedures and any other procedures adopted by the Board applicable to the Fund (and any amendments thereto) as provided to PIML by PIM (the Fund Documents) and with the instructions and directions of the Manager, PIM and of the Board of Directors of the Fund, co-operate with the Manager's and PIM’s (or their designees') personnel responsible for monitoring the Fund’s compliance and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations. In connection therewith, PIML 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). PIM shall provide PIML timely with copies of any updated Fund Documents received from the Manager.

(iii) PIML shall determine the securities, futures contracts and other investments to be purchased or sold by such portion of the Fund's portfolio, as applicable, 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 merchants affiliated with the Manager, PIM or PIML) to carry out the policy with respect to brokerage as set forth in the Fund's Prospectus or as the Board of Directors may direct in writing from time to time. In providing the Fund with investment supervision, it is recognized that PIML will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, PIML 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 PIML’s other clients may be a party. The Manager, PIM and PIML shall each have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Manager, PIM, or PIML) 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 Fund 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 Manager, PIM or PIML with respect to the Fund 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. 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, broker-dealers whom the Subadviser selects to execute transactions in the Fund’s account may seek identifying information about the Fund.

On occasions when PIML deems the purchase or sale of a security, futures contract or other investment to be in the best interest of the Fund as well as other clients of PIML, PIML, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by PIML in the manner PIML considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(iv) PIML shall maintain all books and records with respect to the Fund’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 of Directors such periodic and special reports as the Directors may reasonably request. PIML shall make reasonably available its employees and officers for consultation with any of the Directors or officers or employees of the Fund with respect to any matter discussed herein, including, without limitation, the valuation of the Fund’s securities.

(v) PIML or an affiliate shall provide the Fund's custodian (the Custodian) on each business day with information relating to all transactions concerning the portion of the Fund’s assets it manages, and shall provide the Manager with such information upon request of the Manager.

(vi) The investment management services provided by PIML hereunder are not to be deemed exclusive, and PIML shall be free to render similar services to others. Conversely, PIML understands and agrees that if the Manager manages the Fund in a “manager-of-managers” style, the Manager will, among other things, (i) continually evaluate the performance of PIM, including PIML, through quantitative and qualitative analysis and consultations with PIM, (ii) periodically make recommendations to the Fund’s Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Fund’s Board regarding the results of its evaluation and monitoring functions. PIML recognizes that its services may be terminated or modified pursuant to this process. This Agreement will automatically terminate upon the termination of the Management Agreement or the Subadvisory Agreement.

(vii) PIML acknowledges that the Manager and the Fund intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and PIML hereby agrees that it shall not consult with any other subadviser to the Fund other than PIM with respect to transactions in securities for the Fund’s portfolio or any other transactions of Fund assets.

(b) PIML shall authorize and permit any of its directors, officers and employees who may be elected as Directors or officers of the Fund to serve in the capacities in which they are elected. Services to be furnished by PIML under this Agreement may be furnished through the medium of any of such directors, officers or employees.

(c) PIML shall keep the Fund’s books and records required to be maintained by PIML pursuant to paragraph 1(a) hereof and shall timely furnish to the Manager all information relating to the PIML’s services hereunder needed by the Manager to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act or any successor regulation. PIML agrees that all records which it maintains for the Fund are the property of the Fund, and PIML will surrender promptly to the Fund any of such records upon the Fund’s request, provided, however, that PIML may retain a copy of such records. PIML 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, PIML agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations.

(e) PIML shall maintain a written code of ethics (the Code of Ethics) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, a copy of which shall be provided to the Manager and the Fund, and shall institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from violating its Code of Ethics. PIML shall follow such Code of Ethics in performing its services under this Agreement. Further, PIML represents that it maintains adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state laws and regulations. In particular, PIML represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by PIML and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988, a copy of which it shall provide to the Manager and the Fund upon reasonable request. PIML shall assure that its employees comply in all material respects with the provisions of Section 16 of the 1934 Act, and to cooperate reasonably with the Manager for purposes of filing any required reports with the Securities and Exchange Commission (the Commission) or such other regulator having appropriate jurisdiction.

(f) PIML 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 pursuant to paragraph 1(d) hereof as the Manager may reasonably request.

(g) PIML shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Fund’s portfolio, subject to such reasonable reporting and other requirements as shall be established by the Manager.

(h) PIML acknowledges that it is responsible for evaluating whether market quotations are readily available for the Fund’s portfolio securities, evaluating whether those market quotations are reliable for purposes of valuing the Fund’s portfolio securities, evaluating whether those market quotations are reliable for determining the Fund’s net asset value per share and promptly notifying the Manager upon the occurrence of any significant event with respect to any of the Fund’s portfolio securities 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, PIML (through a qualified person) will assist the valuation committee of the Fund or the Manager in valuing securities of the Fund as may be required from time to time, including making available information of which PIML has knowledge related to the securities being valued.

(i) PIML shall provide the Manager with any information reasonably requested regarding its management of the Fund’s portfolio required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Fund with the Commission. PIML shall provide the Manager with any reasonable certification, documentation or other information reasonably requested or required by the Manager for purposes of the certifications of shareholder reports by the Fund’s principal financial officer and principal executive officer pursuant to the Sarbanes Oxley Act of 2002 or other law or regulation. PIML shall promptly inform the Fund and the Manager if PIML becomes aware of any information in the Prospectus thatis (or will become) materially inaccurate or incomplete.

(j) PIML shall comply with the Fund Documents provided to PIML by PIM, the Manager or the Fund. PIML shall notify the Manager as soon as reasonably practicable upon detection of any material breach of such Fund Documents.

(k) PIML shall keep the Fund, the Manager and PIM informed of developments relating to its duties as investment subadviser of which PIML has, or should have, knowledge that would materially affect the Fund. In this regard, PIML shall provide the Trust, the Manager, and their respective officers with such periodic reports concerning the obligations PIML has assumed under this Agreement as the Fund and the Manager may from time to time reasonably request. Additionally, prior to each Board meeting, PIML shall provide the Manager and the Board with reports regarding PIML’s management of the Fund’s portfolio during the most recently completed quarter, in such form as may be mutually agreed upon by PIML, PIM and the Manager. PIML shall certify quarterly to the Fund and the Manager that it and its “Advisory Persons” (as defined in Rule 17j-under the 1940 Act) have complied materially with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter or, if not, explain what PIML has done to seek to ensure such compliance in the future. Annually, PIML shall furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1 under the 1940 Act, concerning PIML’s Code of Ethics and compliance program, respectively, to the Fund and the Manager. Upon written request of the Fund or the Manager with respect to material violations of the Code of Ethics directly affecting the Fund, PIML shall permit representatives of the Fund or the Manager to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics.

2. The Manager shall continue to have responsibility for all services to be provided to the Fund 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 Manager shall provide (or cause the Custodian to provide) timely information to PIML regarding such matters as the composition of assets in the portion of the Fund managed by PIML, cash requirements and cash available for investment in such portion of the Fund, and all other information as may be reasonably necessary for PIML to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Directors of the Fund that affect the duties of PIML).

3. For the services provided and the expenses assumed by PIML pursuant to this Agreement, PIM shall pay PIML as full compensation therefor, a fee, if any, equal to the percentage of the Fund’s average daily net assets of the portion of the Fund managed by the Subadviser as agreed upon by PIM and PIML from time to time. Liability for payment of compensation by PIM to PIML under this Agreement is contingent upon PIM’s receipt of payment from the Manager for investment management services described under the Subadvisory Agreement.

4. PIML shall not be liable for any error of judgment or for any loss suffered by the Fund, PIM 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 PIML’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, PIM or the Fund may have against PIML under federal or state securities laws. PIM shall indemnify PIML, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys’ fees, which may be sustained as a result of PIM’s 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. PIML shall indemnify PIM, 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.

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 Fund 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 1940 Act) of the Fund, or by the Manager or PIM or PIML 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 1940 Act) or upon the termination of the Management Agreement. PIML agrees that it will promptly notify the Fund, PIM and the Manager of the occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change of control (as defined in the 1940 Act) 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) PIM, at 655 Broad Street, Newark, NJ 07102, Attention: Chief Legal Officer; and (2) PIML, Grand Buildings, 1-3 Strand, Trafalgar Square, London WC2N 5HR, United Kingdom, Attention: Chief Legal Officer.

6. Nothing in this Agreement shall limit or restrict the right of any of PIML’s directors, officers or employees who may also be a Director, officer or employee of the Fund 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, PIM agrees to furnish PIML at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, 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. Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.

8. This Agreement may be amended by mutual consent, but the consent of the Fund must be obtained in conformity with the requirements of the 1940 Act.

9. This Agreement shall be governed by the laws of the State of New York.

10. 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.

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.

PRAMERICA INVESTMENT MANAGEMENT LIMITED

By: /s/ D.L. Chatterton

Name: D.L. Chatterton
Title: Director

PRUDENTIAL INVESTMENT MANAGEMENT, INC.

By: /s/Steven B. Saperstein

Schedule A

AST Prudential Core Bond Portfolio

AST Prudential Growth Allocation Portfolio (core “extra” bond sleeve)

AST Advanced Strategies Portfolio (U.S. fixed income sleeve)

AST High Yield Portfolio (PIM sleeve)

AST Prudential Flexible Multi-Strategy Portfolio (Global Aggregate Plus and Global Absolute

Return sleeves)

ADVANCED SERIES TRUST

AST Bond Portfolio 2027

SUBADVISORY AGREEMENT

Agreement made as of this 30 day of November, 2015 between Prudential Investments LLC (PI), a New York limited liability company and Prudential Investment Management, Inc., a New Jersey corporation (PIM or the Subadviser),

WHEREAS, the Manager has 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 acts as the Manager of the Trust; and

WHEREAS, the Manager, acting pursuant to the Management Agreement, desires 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 Manager 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 Manager 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 Manager, 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 Manager shall direct, and shall determine from time to time what investments 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 Manager (the Trust Documents) and with the instructions and directions of the Manager and of the Board of Trustees of the Trust, co-operate with the Manager’s (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, 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). The Manager 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 person or entity affiliated with 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 Manager (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 Manager (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 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 shall maintain all books and records with respect to the Trust's portfolio transactions effected by it as required by 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 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.

(v) 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 Manager with such information upon request of the Manager.

(vi) 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 the Manager understand and agree that if the Manager manages the Trust in a "manager-of-managers" style, the Manager 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 Subadviser recognizes that its services may be terminated or modified pursuant to this process.

(vii) The Subadviser acknowledges that the Manager 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 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 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-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) The Subadviser is 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 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 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 governmental agency or self-regulatory organization of which the Subadviser is subject or has been advised it is a target.

(e) In connection with its duties under this Agreement, the Subadviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the CEA, the Investment Advisers Act of 1940, as amended, and other applicable state and federal regulations, and applicable rules of any self-regulatory organization.

(f) The Subadviser shall maintain a written code of ethics (the Code of Ethics) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, a copy of which shall be provided to the Manager and the Trust, and shall institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from violating its Code of Ethics. The Subadviser shall follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it maintains adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state laws and regulations. In particular, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, non public information by the Subadviser and its employees as required by the applicable federal securities laws.

(g) The 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 pursuant to paragraph 1(d) hereof as the Manager may reasonably request.

(h) The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Trust's portfolio, subject to such reasonable reporting and other requirements as shall be established by the Manager.

(i) The Subadviser acknowledges that it is responsible for evaluating whether market quotations are readily available for the Trust's portfolio investments and whether those market quotations are reliable for purposes of valuing the Trust's portfolio investments and determining the Trust's net asset value per share and promptly notifying the Manager upon the occurrence of any significant event with respect to any of the Trust's portfolio investments 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, the Subadviser (through a qualified person) will assist the valuation committee of the Trust or the Manager 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.

(j) The Subadviser shall provide the Manager with any information reasonably requested regarding its management of the Trust's portfolio required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Trust with the Commission. The Subadviser shall provide the Manager with any reasonable certification, documentation or other information reasonably requested or required by the Manager for purposes of the certifications of shareholder reports by the Trust's principal financial officer and principal executive officer pursuant to the Sarbanes Oxley Act of 2002 or other law or regulation. The Subadviser shall promptly inform the Trust and the Manager if the Subadviser becomes aware of any information in the Prospectus that is (or will become) materially inaccurate or incomplete.

(k) The Subadviser shall comply with the Trust’s Documents provided to the Subadviser by the Manager. The Subadviser shall notify the Manager as soon as reasonably practicable upon detection of any material breach of such Trust Documents.

(l) The Subadviser shall keep the Trust’s Manager informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Trust. In this regard, the Subadviser shall provide the Trust, the Manager, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement and the Manager may from time to time reasonably request. Additionally, prior to each Board meeting, the Subadviser shall provide the Manager and the

Board with reports regarding the Subadviser's management of the Trust's portfolio during the most recently completed quarter, in such form as may be mutually agreed upon by the Subadviser and the Manager. The Subadviser shall certify quarterly to the Manager that it and its "Advisory Persons" (as defined in Rule 17j-1 under the 1940 Act) have complied materially with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1 under the 1940 Act, concerning the Subadviser's Code of Ethics and compliance program, respectively, to the Manager. Upon written request of the Manager with respect to material violations of the Code of Ethics directly affecting the Trust, the Subadviser shall permit representatives of the Trust or the Manager to examine reports (or summaries of the reports) required to be made by Rule 17j-l(d)(1) relating to enforcement of the Code of Ethics.

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 the Subadviser's performance of its duties under this Agreement. The Manager 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 Manager shall pay the Subadviser as full compensation therefore, 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 Manager, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager.

4. The Subadviser shall not 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 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’s 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 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.

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 1940 Act) of the Fund, 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. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The 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 1940 Act) of this Agreement, including, but not limited to, a change of control (as defined in the 1940 Act) of the Subadviser.

To the extent that the Manager delegates to the Subadviser management of all or a portion of a portfolio of the Trust previously managed by a different subadviser or the Manager, the Subadviser agrees that its duties and obligations under this Agreement with respect to that delegated portfolio or portion thereof shall commence as of the date the Manager begins the transition process to allocate management responsibility to 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 Manager at 655 Broad Street, 17th Floor, Newark, NJ 07102, Attention: Secretary; (2) to the Trust at 655 Broad Street, 17th Floor, Newark, NJ 07102, Attention: Secretary; or (3) to the Subadviser at 655 Broad Street, Newark, NJ 07102, Attention: Chief Legal Officer.

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 Manager agrees 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 Manager also agrees 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 Manager further agrees 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 or as soon as reasonably practical. 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. 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.

9. This Agreement shall be governed by the laws of the State of New York.

10. 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.

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/ Bradley Tobin

Name: Bradley Tobin

Title: VP, PI

PRUDENTIAL INVESTMENT MANAGEMENT, INC.

By: /s/ Peter D. Cordrey

Name: Peter D. Cordrey

Title: Vice President

SCHEDULE A

ADVANCED SERIES TRUST

As compensation for services provided by Prudential Investment Management, Inc. (PIM), Prudential Investments LLC will pay PIM an advisory fee on the net assets managed by PIM that is equal, on an annualized basis, to the following:

* For purposes of calculating the investment subadvisory fee payable to PIM, the subadvisory fee will be calculated using the combined average daily net assets of the AST Bond Portfolio 2016, AST Bond Portfolio 2017, AST Bond Portfolio 2018, AST Bond Portfolio 2019, AST Bond Portfolio 2020, AST Bond Portfolio 2021, AST Bond Portfolio 2022, AST Bond Portfolio 2023, AST Bond Portfolio 2024, AST Bond Portfolio 2025, AST Bond Portfolio 2026, AST Bond Portfolio 2027 and the AST Investment Grade Bond Portfolio, and the assets of any future portfolios of the Trust that are subadvised by PIM pursuant to target maturity or constant duration investment strategies that are used in connection with non-discretionary asset transfers under certain living benefit programs (collectively, the Bond Portfolios).

Dated as of: November 30, 2015

ADVANCED SERIES TRUST

Distribution Agreement

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”).

WITNESSETH

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as an open-end, management investment company and it is in the interest of the Trust to offer the shares of each Portfolio (the “Shares”) for sale continuously;

WHEREAS, the Distributor is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

WHEREAS, the Trust and the Distributor wish to enter into this Agreement, under which the Distributor shall act as principal underwriter for the Trust and each Portfolio and shall act as the agent for the Trust and each Portfolio with respect to the continuous offering of the Shares from and after the date hereof in order to facilitate the distribution of the Shares; and

WHEREAS, the Trust has adopted a Shareholder Services and Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act with respect to the Shares of some or all of the Portfolios (the “Plan”) authorizing payments by the Portfolios to the Distributor with respect to certain shareholder services and distribution services as set forth in the Plan.

NOW, THEREFORE, the parties agree as follows:

Section 1. Appointment of the Distributor

The Trust hereby appoints the Distributor as principal underwriter for the Trust and the Portfolios and agent for the Trust and the Portfolios for the sale of the Shares. The Shares shall be sold only to insurance companies and their separate accounts that have entered into participation agreements with the Trust (“Participating Insurance Companies”), qualified plans and other purchasers permitted by Section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”), and associated regulations (collectively, “Permissible Shareholders”). The Distributor hereby accepts such appointment and agrees that it will use commercially reasonable efforts to sell the Shares. The Distributor, as agent, does not undertake to sell any specific amount of the Shares. The parties hereby agree during the term of this Agreement that the Portfolios will sell the Shares through the Distributor on the terms and conditions set forth below and in the participation agreements with the Participating Insurance Companies and any other Permissible Shareholders (the “Participation Agreements”).

Section 2. Exclusive Nature of Duties

The Distributor shall be the exclusive representative of the Trust to act as principal underwriter and agent of the Trust and the Portfolios for the sale of the Shares, except that:

2.1 The exclusive rights granted to the Distributor to sell the Shares shall not apply to any Shares issued in connection with the merger or consolidation of any other investment company with a Portfolio or the acquisition by purchase or otherwise of all (or substantially all) the assets or the outstanding shares of any such company by a Portfolio.

Section 3. Purchase of Shares from the Trust

3.1 The Shares shall be sold by the Distributor as the agent of the Trust to Permissible Shareholders at the net asset value next determined as set forth in the Prospectus after an order to purchase Shares is properly received. The term “Prospectus” shall mean the Summary Prospectus, Prospectus and Statement of Additional Information of the applicable Portfolio that is included as part of the Trust’s Registration Statement, as such Summary Prospectus, Prospectus and Statement of Additional Information may be amended or supplemented from time to time, and the term “Registration Statement” shall mean the Registration Statement filed by the Trust with the Securities and Exchange Commission and effective under the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act, as such Registration Statement is amended from time to time.

3.2 The Trust shall have the right to suspend the sale of any or all of the Shares at times when redemption is suspended pursuant to the conditions in Section 4.3 hereof or at such other times as may be determined by the Trust’s Board of Trustees in its sole discretion (the “Board”).

3.3 The Shares shall be sold in accordance with the terms and conditions of the Participation Agreements.

Section 4. Redemption of Shares by the Trust

4.1 Any of the outstanding Shares may be tendered for redemption at any time, and the Trust (or the Distributor acting as the Trust’s agent) agrees to redeem the Shares so tendered in accordance with the Trust’s Declaration of Trust as amended from time to time, and in accordance with the applicable provisions of the Prospectus. The price to be paid to redeem the Shares shall be equal to the net asset value next determined as set forth in the Prospectus after an order to redeem the Shares is properly received (the “Redemption Price”).

4.2 The Shares shall be redeemed in accordance with the terms and conditions of the Participation Agreements.

4.3 Redemption of any Shares or payment may be suspended at times when the New York Stock Exchange (the “NYSE”) is closed for other than customary weekends and holidays, when trading on the NYSE is restricted, when an emergency exists as a result of which disposal by the Trust of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Trust fairly to determine the value of its net assets, or during any other period when the Securities and Exchange Commission, by order, so permits.

Section 5. Duties of the Trust

5.1 Subject to the possible suspension of the sale of the Shares as provided herein, the Trust agrees to sell the Shares so long as it has Shares of the respective Portfolio available.

5.2 The Trust shall furnish the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of the Shares. The Trust shall make available to the Distributor copies of its Prospectus and annual and semi-annual reports upon request.

5.3 The Trust shall take, from time to time, but subject to the necessary approval of the Board, all necessary action to register the Shares under the Securities Act, to the end that there will be available for sale such number of Shares as the Distributor reasonably may expect to sell. The Trust agrees to file from time to time such amendments, reports and other documents as may be necessary in order that there will be no untrue statement of a material fact in the Registration Statement, or necessary in order that there will be no omission to state a material fact in the Registration Statement which omission would make the statements therein misleading.

Section 6. Duties of the Distributor

6.1 The Distributor shall be responsible for preparing all sales literature ( e.g ., advertisements, brochures and shareholder communications) with respect to each of the Portfolios, and shall file with the Financial Industry Regulatory Authority (“FINRA”) or the appropriate regulators all such materials as are required to be filed under applicable laws and regulations.

6.2 Sales of the Shares shall be on the terms described in the Prospectus. The Distributor may enter into similar arrangements with other investment companies. The Distributor shall not be obligated to sell any specific number of Shares.

6.3 The Distributor shall provide or arrange for the provision of the services set forth in the Plan.

6.4 The Distributor shall use reasonable efforts in all respects duly to conform with the requirements of all federal and state laws relating to the sale of the Shares, including, without limitation, all rules and regulations made or adopted pursuant to the Securities Act, the Exchange Act, the Investment Company Act, the regulations of FINRA, or its predecessor, the National Association of Securities Dealers, and all other applicable federal and state laws, rules and regulations. Specifically, the Distributor shall adopt and follow procedures for the confirmation of transactions as may be necessary to comply with the requirements of Rule 10b-10 under the Securities Exchange Act and the rules of FINRA.

6.5 The Distributor shall act as agent of the Trust in connection with the sale and redemption of the Shares. Except as otherwise provided in this Agreement, the Distributor shall act as principal with respect to all other matters relating to the promotion or the sale of the Shares.

6.6 The Distributor shall prepare reports for the Board regarding its activities under this Agreement as from time to time shall be reasonably requested by the Board, including reports regarding the use of payments received by the Distributor under the Plan.

6.7 The Distributor agrees on behalf of itself and its employees to treat confidentially and as proprietary information of the Trust all records and other information relative to the Portfolios and/or the Trust and its prior, present or potential shareholders, and not to use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except when so requested by the Trust or after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld and may not be withheld where the Distributor may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities.

Section 7. Payments to the Distributor

The Trust shall pay to the Distributor, as compensation for services under the Plan, any fee set forth in the Plan. Any such fee is subject to the terms of the Plan. No additional compensation or reimbursement for expenses shall be provided by the Trust with respect to services under the Plan or services under this Agreement.

Section 8. Allocation of Expenses

The Trust shall bear all costs and expenses of the continuous offering of the Shares (except for those costs and expenses borne by the Distributor pursuant to the Plan and subject to the requirements of Rule 12b-1 under the Investment Company Act), including fees and disbursements of the Trust’s counsel and auditors, in connection with the preparation and filing of any required Registration Statements and/or Prospectuses under the Investment Company Act or the Securities Act, and all amendments and supplements thereto, and preparing and mailing annual and periodic reports and proxy materials to shareholders (including but not limited to the expense of setting in type any such Registration Statements, Prospectuses, annual or periodic reports or proxy materials). The Trust shall also bear the expenses it assumes pursuant to the Plan, so long as the Plan is in effect.

Section 9. Indemnification

9.1 The Trust agrees to indemnify, defend and hold the Distributor, and its officers and any person who controls the Distributor within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Distributor, its officers or any such controlling person may incur under the Securities Act, or under common law or otherwise, arising out of or based upon any untrue statement of a material fact contained in the Registration Statement or Prospectus or arising out of or based upon any alleged omission to state a material fact required to be stated in either thereof or necessary to make the statements in either thereof not misleading, except insofar as such claims, demands, liabilities or expenses arise out of or are based upon any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with information furnished by the Distributor to the Trust for use in the Registration Statement or Prospectus; provided, however, that this indemnity agreement shall not inure to the benefit of any such officer or controlling person unless a court of competent jurisdiction shall determine in a final decision on the merits, that the person to be indemnified was not liable by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations under this Agreement (“disabling conduct”), or, in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the indemnified person was not liable by reason of disabling conduct, by (a) a vote of a majority of a quorum of Trustees, including a majority of Trustees who are neither “interested persons” of the Trust as defined in Section 2(a)(19) of the Investment Company Act nor parties to the proceeding, or (b) an independent legal counsel in a written opinion. The Trust’s agreement to indemnify the Distributor or its officers and any such controlling person as aforesaid is expressly conditioned upon the Trust’s being promptly notified of any action brought against the Distributor or its officers, or any such controlling person, such notification to be given by letter or telegram addressed to the Trust at its principal business office. The Trust agrees to promptly notify the Distributor of the commencement of any litigation or proceedings against the Trust or any of its officers or directors in connection with the issue and sale of any Shares.

9.2 The Distributor agrees to indemnify, defend and hold the Trust, its officers and Trustees and any person who controls the Trust, if any, within the meaning of Section 15 of the Securities Act, free and harmless from and against any and all claims, demands, liabilities and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any reasonable counsel fees incurred in connection therewith) which the Trust, its officers and Trustees or any such controlling person may incur under the Securities Act or under common law or otherwise, but only to the extent that such liability or expense incurred by the Trust, its Trustees or officers or such controlling person resulting from such claims or demands shall arise out of or be based upon any alleged untrue statement of a material fact contained in information furnished by the Distributor to the Trust for use in the Registration Statement or Prospectus or shall arise out of or be based upon any alleged omission to state a material fact in connection with such information required to be stated in the Registration Statement or Prospectus or necessary to make such information not misleading. The Distributor’s agreement to indemnify the Trust, its officers and Trustees and any such controlling person as aforesaid, is expressly conditioned upon the Distributor’s being promptly notified of any action brought against the Trust, its officers and directors or any such controlling person, such notification being given to the Distributor at its principal business office.

9.3 Except as provided in Section 9.1, the Distributor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or any Portfolio in connection with matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or negligence on its part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement.

Section 10. Duration and Termination of this Agreement

10.1 This Agreement shall become effective as of the date first above written and shall remain in force only so long as such continuance is specifically approved at least annually by (a) the Board of the Trust, or by the vote of a majority of the outstanding voting securities of the applicable Portfolio, and (b) by the vote of a majority of those Trustees who are not parties to this Agreement or interested persons of any such parties and who have no direct or indirect financial interest in this Agreement or in the operation of the Plan or in any agreement related

thereto (the “Independent Trustees”), cast in person at a meeting called for the purpose of voting upon such approval.

10.2 This Agreement may be terminated at any time, without the payment of any penalty, by a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities of the applicable Portfolio, or by the Distributor, on sixty (60) days’ written notice to the other party. This Agreement shall automatically terminate in the event of its assignment.

10.3 The terms “affiliated person,” “assignment,” “interested person” and “vote of a majority of the outstanding voting securities,” when used in this Agreement, shall have the respective meanings specified in the Investment Company Act.

Section 11. Amendments to this Agreement

This Agreement may be amended by the parties only if such amendment is specifically approved by (a) the Board of the Trust, or by the vote of a majority of the outstanding voting securities of the applicable Portfolio, and (b) by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such amendment.

Section 12. Separate Agreement as to Portfolios

The amendment or termination of this Agreement with respect to any Portfolio shall not result in the amendment or termination of this Agreement with respect to any other Portfolio unless explicitly so provided.

Section 13. Governing Law

The provisions of this Agreement shall be construed and interpreted in accordance with the laws of the State of New Jersey as at the time in effect, without regard to its conflicts of laws principles, and the applicable provisions of the Investment Company Act. To the extent that the applicable law of the State of New Jersey, or any of the provisions herein, conflicts with the applicable provisions of the Investment Company Act, the latter shall control.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year above written.

Prudential Annuities Distributors, Inc.

By: /s/ George Gannon

Name:  George Gannon

Title:  President

Advanced Series Trust (on behalf of its portfolios as
listed on Exhibit A).

By: /s/ Robert F. O’Donnell

Name:  Robert F. O’Donnell

Title:  President

Exhibit A

AST AB Global Bond Portfolio

AST Academic Strategies Asset Allocation Portfolio

AST Advanced Strategies Portfolio

AST AQR Emerging Markets Equity Portfolio

AST AQR Large-Cap Portfolio

AST Balanced Asset Allocation Portfolio

AST BlackRock Global Strategies Portfolio

AST BlackRock iShares ETF Portfolio

AST BlackRock Low Duration Bond Portfolio (formerly, AST PIMCO Limited Maturity Bond Portfolio)

AST BlackRock/Loomis Sayles Bond Portfolio (formerly, AST PIMCO Total Return Bond Portfolio)

AST BlackRock Multi-Asset Income Portfolio

AST Bond Portfolio 2015

AST Bond Portfolio 2016

AST Bond Portfolio 2017

AST Bond Portfolio 2018

AST Bond Portfolio 2019

AST Bond Portfolio 2020

AST Bond Portfolio 2021

AST Bond Portfolio 2022

AST Bond Portfolio 2023

AST Bond Portfolio 2024

AST Bond Portfolio 2025

AST Bond Portfolio 2026

AST Bond Portfolio 2027

AST Boston Partners Large-CapValue Portfolio (formerly, AST Jennison Large-Cap Value Portfolio)

AST Capital Growth Asset Allocation Portfolio

AST ClearBridge Dividend Growth Portfolio

AST Cohen & Steers Realty Portfolio

AST Columbia Adaptive Risk Allocation Portfolio

AST Defensive Asset Allocation Portfolio

AST Emerging Managers Diversified Portfolio

AST FI Pyramis ^® Quantitative Portfolio (formerly, AST First Trust Balanced Target Portfolio)

AST FQ Absolute Return Currency Portfolio

AST Franklin Templeton K2 Global Absolute Return Portfolio

AST Global Real Estate Portfolio

AST Goldman Sachs Global Growth Allocation Portfolio

AST Goldman Sachs Global Income Portfolio

AST Goldman Sachs Large-Cap Value Portfolio

AST Goldman Sachs Mid-Cap Growth Portfolio

AST Goldman Sachs Multi-Asset Portfolio

AST Goldman Sachs Small-Cap Value Portfolio

AST Goldman Sachs Strategic Income Portfolio

AST Herndon Large-Cap Value Portfolio (formerly, AST BlackRock Value Portfolio)

AST High Yield Portfolio

AST International Growth Portfolio

AST International Value Portfolio

AST Investment Grade Bond Portfolio

AST Ivy Asset Strategy Portfolio

AST J.P. Morgan Global Thematic Portfolio

AST J.P. Morgan International Equity Portfolio

AST J.P. Morgan Strategic Opportunities Portfolio

AST Jennison Global Infrastructure Portfolio

AST Jennison Large-Cap Growth Portfolio

AST Large-Cap Value Portfolio

AST Legg Mason Diversified Growth Portfolio

AST Loomis Sayles Large-Cap Growth Portfolio (formerly, AST Marsico Capital Growth Portfolio)

AST Lord Abbett Core Fixed Income Portfolio

AST Managed Alternatives Portfolio

AST Managed Equity Portfolio

AST Managed Fixed Income Portfolio

AST MFS Global Equity Portfolio

AST MFS Growth Portfolio

AST MFS Large-Cap Value Portfolio

AST Mid-Cap Value Portfolio

AST Money Market Portfolio

AST Morgan Stanley Multi-Asset Portfolio

AST Multi-Sector Fixed Income Portfolio (formerly, AST Long Duration Bond Portfolio)

AST Neuberger Berman Long/Short Portfolio

AST Neuberger Berman/LSV Mid-Cap Value Portfolio

AST New Discovery Asset Allocation Portfolio

AST Parametric Emerging Markets Equity Portfolio

AST Preservation Asset Allocation Portfolio

AST Prudential Core Bond Portfolio

AST Prudential Flexible Multi-Strategy Portfolio

AST Prudential Growth Allocation Portfolio

AST QMA Emerging Markets Equity Portfolio

AST QMA International Core Equity Portfolio

AST QMA Large-Cap Portfolio

AST QMA US Equity Alpha Portfolio

AST Quantitative Modeling Portfolio

AST RCM World Trends Portfolio

AST Schroders Global Tactical Portfolio

AST Small Cap Growth Opportunities Portfolio (formerly, AST Federated Aggressive Growth Portfolio)

AST Small-Cap Growth Portfolio

AST Small-Cap Value Portfolio

AST T. Rowe Price Asset Allocation Portfolio

AST T. Rowe Price Diversified Real Growth Portfolio

AST T. Rowe Price Growth Opportunities Portfolio

AST T. Rowe Price Large-Cap Growth Portfolio

AST T. Rowe Price Natural Resources Portfolio

AST Templeton Global Bond Portfolio

AST Wellington Management Global Bond Portfolio

AST Wellington Management Hedged Equity Portfolio (formerly, AST Aggressive Asset Allocation Portfolio)

AST Wellington Management Real Total Return Portfolio

AST Western Asset Core Plus Bond Portfolio

AST Western Asset Emerging Markets Debt Portfolio

Dated February 25, 2013, as amended effective as of April 29, 2013. As further amended effective as of December 31, 2013. As further amended as of April 15, 2014, July 1, 2015 and December 21, 2015.

AMENDMENT

Amendment made as of December 21, 2015 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 (the “Fund”) and The Bank of New York Mellon (formerly, The Bank of New York) (“Custodian”) (such Custody Agreement 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.

WHEREAS, the parties wish to amend the Custody Agreement to add AST Bond Portfolio 2027, a series of Advanced Series Trust, as parties to the Custody Agreement;

NOW, THEREFORE, for and in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. Schedule A of the Custody Agreement shall be amended as set forth in Exhibit I to this Amendment, attached hereto and made a part hereof.

2. Each party represents to the other that this Amendment has been duly executed.

3. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts, shall, together, constitute only one amendment.

4. This Amendment shall become effective for each Fund as of the date of first service as listed in Exhibit I hereto upon execution by the parties hereto. From and after the execution hereof, any reference to the Custody Agreement shall be a reference to the Custody Agreement as amended hereby. Except as amended hereby, the Custody Agreement shall remain in full force and effect.

IN WITNESS WHEREOF , each Fund and Custodian have caused this Amendment to be executed by their duly authorized representatives, as of the day and year first above written.

EACH FUND LISTED ON

EXHIBIT I HERETO

By: /s/ Peter Parrella

Name: Peter Parrella

Title: Assistant Treasurer

THE BANK OF NEW YORK MELLON

By: /s/Shalini O’Suilleabhain

Name: Shalini O’Suilleabhain

Title: Vice President

ADDITION OF PORTFOLIOS TO ACCOUNTING SERVICES AGREEMENT

This document relates to the addition by each registered investment company listed on Attachment A to this document (each an “Additional Fund”) to the Agreement (as defined below) of its investment portfolio listed on Attachment A to this document.

WHEREAS, each Additional Fund wishes to retain BNY Mellon Investment Servicing (US) Inc. (f/k/a PFPC Inc.) (“BNY Mellon”) to provide the services set forth in the Agreement (as defined below) to its investment portfolios listed on Attachment A to this document (each an “Additional Portfolio”), and BNY Mellon wishes to furnish such services;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and intending to be legally bound hereby, each Additional Fund and BNY Mellon agree as follows:

BNY Mellon is entering into a separate arrangement with each separate Additional Fund.

Agreed:

BNY Mellon Investment Servicing (US) Inc.

 By: /s/Shalini O’Suilleabhain

Name: Shalini O’Suilleabhain

Title: Vice President

Each Registered Investment Company set
Forth on Attachment A attached hereto

By: /s/ Peter Parrella

Name: Peter Parrella

Title: Assistant Treasurer

Dated: December 21, 2015

ATTACHMENT A

AMENDMENT

AMENDMENT made as of December 21, 2015 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.

WHEREAS, the parties wish to amend the TA Agreement to add AST Bond Portfolio 2027, a series of Advanced Series Trust, as a party to the TA Agreement.

NOW, THEREFORE, for and in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. Exhibit A of the TA Agreement shall be amended as set forth in this Amendment, attached hereto and made a part hereof.

2. Each party represents to the other that this Amendment has been duly executed.

3. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts, shall, together, constitute only one amendment.

4. This Amendment shall become effective for each Fund as of the date of first service as listed in Exhibit A hereto upon execution by the parties hereto. From and after the execution hereof, any reference to the TA Agreement shall be a reference to the TA Agreement as amended hereby. Except as amended hereby, the TA Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the Fund and PMFS have caused this Amendment to be executed by their duly authorized representatives, as of the day and year first above written.

EACH FUND LISTED ON EXHIBIT A HERETO

By: /s/ Scott E. Benjamin

Scott E. Benjamin

Title: Executive Vice President

PRUDENTIAL MUTUAL FUND SERVICES LLC

By: /s/ Hansjerg P. Schlenker

Hansjerg P. Schlenker

Title: Senior Vice President

EXHIBIT A

FUNDS AND PORTFOLIOS

Retail Funds

Prudential Global Total Return Fund, Inc.

Prudential Investment Portfolios 2

  Prudential Core Short-Term Bond Fund

  Prudential Core Taxable Money Market Fund

Prudential Investment Portfolios 3

Prudential Global Absolute Return Bond Fund

  Prudential Global Tactical Allocation Fund

Prudential Jennison Select Growth Fund

  Prudential Real Assets Fund

  Prudential Strategic Value Fund

Prudential Unconstrained Bond Fund

Prudential Investment Portfolios 4

  Prudential Muni High Income Fund

Prudential Investment Portfolios 5

  Prudential Jennison Conservative Growth Fund

Prudential Jennison Rising Dividend Fund

Prudential Investment Portfolios 6

  Prudential California Muni Income Fund

Prudential Investment Portfolios 7

  Prudential Jennison Value Fund

Prudential Investment Portfolios 8

  Prudential Stock Index Fund

Prudential Investment Portfolios 9

  Prudential Absolute Return Bond Fund

  Prudential International Real Estate Fund

  Prudential Large-Cap Core Equity Fund

Prudential Real Estate Income Fund

Prudential Select Real Estate Fund

Prudential Investment Portfolios 12

  Prudential Global Real Estate Fund

Prudential Long-Short Equity Fund

Prudential Short Duration Muni High Income Fund

  Prudential U.S. Real Estate Fund

Prudential Investment Portfolios 16  

  Prudential Defensive Equity Fund

  Prudential Income Builder Fund ( formerly, Target Conservative Allocation Fund )

Prudential Investment Portfolios 18

Prudential Jennison 20/20 Focus Fund

Prudential Jennison MLP Fund

Prudential Investment Portfolios, Inc.

  Prudential Balanced Fund ( formerly, Prudential Asset Allocation Fund )

  Prudential Conservative Allocation Fund

  Prudential Growth Allocation Fund

  Prudential Jennison Equity Opportunity Fund

  Prudential Jennison Growth Fund

  Prudential Moderate Allocation Fund

Prudential Investment Portfolios, Inc. 10

  Prudential Jennison Equity Income Fund

  Prudential Mid-Cap Value Fund

Prudential Investment Portfolios, Inc. 14

  Prudential Floating Rate Income Fund

  Prudential Government Income Fund

Prudential Investment Portfolios, Inc. 15  

  Prudential High Yield Fund

  Prudential Short Duration High Yield Income Fund

Prudential Investment Portfolios, Inc. 17

Prudential Short Duration Multi-Sector Bond Fund

Prudential Total Return Bond Fund

Prudential Jennison Blend Fund, Inc.

Prudential Jennison Mid-Cap Growth Fund, Inc.

Prudential Jennison Natural Resources Fund, Inc.

Prudential Jennison Small Company Fund, Inc.  

Prudential MoneyMart Assets, Inc.

Prudential National Muni Fund, Inc.  

Prudential Sector Funds, Inc.

  Prudential Financial Services Fund

  Prudential Health Sciences Fund d/b/a Prudential Jennison Health Sciences Fund

  Prudential Utility Fund d/b/a Prudential Jennison Utility Fund

Prudential Short-Term Corporate Bond Fund, Inc.

Prudential World Fund, Inc.

  Prudential Emerging Markets Debt Local Currency Fund

Prudential International Equity Fund

  Prudential Jennison Emerging Markets Equity Fund

  Prudential Jennison Global Infrastructure Fund

  Prudential Jennison Global Opportunities Fund

  Prudential Jennison International Opportunities Fund

The Target Portfolio Trust  

  International Equity Portfolio

Prudential Core Bond Fund (formerly, Intermediate-Term Bond Portfolio)

Prudential Corporate Bond Fund (formerly, Mortgage Backed Securities Portfolio)

  Prudential Small-Cap Value Fund (formerly, Small Capitalization Value Portfolio)

Insurance Funds

Advanced Series Trust

AST AB Global Bond Portfolio

AST Academic Strategies Asset Allocation Portfolio

AST Advanced Strategies Portfolio

AST AQR Emerging Markets Equity Portfolio

AST AQR Large-Cap Portfolio

AST Balanced Asset Allocation Portfolio

AST BlackRock Global Strategies Portfolio

AST BlackRock iShares ETF Portfolio

AST BlackRock Low Duration Bond Portfolio (formerly, AST PIMCO Limited Maturity Bond Portfolio)

AST BlackRock/Loomis Sayles Bond Portfolio (formerly, AST PIMCO Total Return Bond Portfolio)

AST BlackRock Multi-Asset Income Portfolio

AST Bond Portfolio 2015

AST Bond Portfolio 2016

AST Bond Portfolio 2017

AST Bond Portfolio 2018

AST Bond Portfolio 2019

AST Bond Portfolio 2020

AST Bond Portfolio 2021

AST Bond Portfolio 2022

AST Bond Portfolio 2023

AST Bond Portfolio 2024

AST Bond Portfolio 2025

AST Bond Portfolio 2026

AST Bond Portfolio 2027

AST Boston Partners Large-Cap Value Portfolio ( formerly, AST Jennison Large Cap Value Portfolio )

AST Capital Growth Asset Allocation Portfolio

AST ClearBridge Dividend Growth Portfolio

AST Cohen & Steers Realty Portfolio

AST Columbia Adaptive Risk Allocation Portfolio

AST Defensive Asset Allocation Portfolio

AST Emerging Managers Diversified Portfolio

AST FI Pyramis ^® Quantitative Portfolio

AST FQ Absolute Return Currency Portfolio

AST Franklin Templeton K2 Global Absolute Return Portfolio

AST Global Real Estate Portfolio

AST Goldman Sachs Global Growth Allocation Portfolio

AST Goldman Sachs Global Income Portfolio

AST Goldman Sachs Large-Cap Value Portfolio

AST Goldman Sachs Mid-Cap Growth Portfolio

AST Goldman Sachs Multi-Asset Portfolio

AST Goldman Sachs Small-Cap Value Portfolio

AST Goldman Sachs Strategic Income Portfolio

AST Herndon Large-Cap Value Portfolio

AST High Yield Portfolio

AST International Growth Portfolio

AST International Value Portfolio

AST Investment Grade Bond Portfolio

AST Ivy Asset Strategy Portfolio

AST J.P. Morgan Global Thematic Portfolio

AST J.P. Morgan International Equity Portfolio

AST J.P. Morgan Strategic Opportunities Portfolio

AST Jennison Global Infrastructure Portfolio

AST Jennison Large Cap Growth Portfolio

AST Large-Cap Value Portfolio

AST Legg Mason Diversified Growth Portfolio

AST Loomis Sayles Large-Cap Growth Portfolio

AST Lord Abbett Core Fixed-Income Portfolio

AST Managed Alternatives Portfolio

AST Managed Equity Portfolio

AST Managed Fixed-Income Portfolio

AST MFS Global Equity Portfolio

AST MFS Growth Portfolio

AST MFS Large-Cap Value Portfolio

AST Mid-Cap Value Portfolio

AST Money Market Portfolio

AST Morgan Stanley Multi-Asset Portfolio

AST Multi-Sector Fixed-Income Portfolio

AST Neuberger Berman Long/Short Portfolio

AST Neuberger Berman/LSV Mid-Cap Value Portfolio

AST New Discovery Asset Allocation Portfolio

AST Parametric Emerging Markets Equity Portfolio

AST Preservation Asset Allocation Portfolio

AST Prudential Core Bond Portfolio

AST Prudential Flexible Multi-Strategy Portfolio

AST Prudential Growth Allocation Portfolio

AST QMA Emerging Markets Equity Portfolio

AST QMA International Core Equity Portfolio

AST QMA Large-Cap Portfolio

AST QMA US Equity Alpha Portfolio

AST Quantitative Modeling Portfolio

AST RCM World Trends Portfolio

AST Schroders Global Tactical Portfolio

AST Small-Cap Growth Opportunities Portfolio ( formally, AST Federated Aggressive Growth Portfolio )

AST Small-Cap Growth Portfolio

AST Small-Cap Value Portfolio

AST T. Rowe Price Asset Allocation Portfolio

AST T. Rowe Price Diversified Real Growth Portfolio

AST T. Rowe Price Growth Opportunities Portfolio

AST T. Rowe Price Large-Cap Growth Portfolio

AST T. Rowe Price Natural Resources Portfolio

AST Templeton Global Bond Portfolio

AST Wellington Management Global Bond Portfolio

AST Wellington Management Hedged Equity Portfolio

AST Wellington Management Real Total Return Portfolio

AST Western Asset Core Plus Bond Portfolio

AST Western Asset Emerging Markets Debt Portfolio

The Prudential Series Fund

Conservative Balanced Portfolio

Diversified Bond Portfolio

Equity Portfolio

Flexible Managed Portfolio

Global Portfolio

Government Income Portfolio

High Yield Bond Portfolio

Jennison 20/20 Focus Portfolio

Jennison Portfolio

Money Market Portfolio

Natural Resources Portfolio

Small Capitalization Stock Portfolio

Stock Index Portfolio

Value Portfolio

SP International Growth Portfolio

SP Prudential U.S. Emerging Growth Portfolio

SP Small Cap Value Portfolio

End of Exhibit A

December 18, 2015

Advanced Series Trust

655 Broad Street

17 ^th Floor

Newark, New Jersey 07102

Ladies and Gentlemen:

We provided an opinion to the Registrant dated April 25, 2005 (the “Opinion”), which the Registrant filed as an exhibit to its Registration Statement filed April 29, 2005.

We consent to the filing of this letter with the Securities and Exchange Commission as an exhibit to the Amendment and the incorporation by reference of the Opinion as an exhibit to the Amendment. We also consent to the reference in the Registration Statement to the Trust to the fact that Goodwin Procter LLP serves as counsel to the Trust and has provided the Opinion.

Very truly yours,

/s/ Goodwin Procter LLP

Goodwin Procter LLP

ADVANCED SERIES TRUST

SHAREHOLDER SERVICES AND DISTRIBUTION PLAN

WHEREAS, the Board of Trustees of the Advanced Series Trust (the “Trust”), including a majority of the

Independent Trustees (as defined herein), have concluded in the exercise of their reasonable business judgment and in light of their fiduciary duties under the Investment Company Act of 1940, as amended (the “Act”), that there is a reasonable likelihood that this Plan (the “Plan”) will benefit each of the Trust’s portfolios listed on Schedule A (each a “Portfolio”) and the shareholders of each Portfolio;

NOW, THEREFORE, this Plan is hereby adopted as follows:

Section 1. The Trust is authorized to pay a fee (the “Services and Distribution Fee”) for the services

rendered and expenses borne as set forth in Section 2, including services and expenses in connection with the distribution of shares of the Trust, at an annual rate with respect to each Portfolio not to exceed 0.25% of the average daily net assets of the Portfolio. The Trust shall pay the Services and Distribution Fee to the distributor of the Trust’s shares (“Distributor”). Subject to such limit and subject to the provisions hereof, the Services and Distribution Fee must be approved at least annually by:

(a) a majority of the Board of Trustees of the Trust and

(b) a majority of the Trustees who (i) are not “interested persons” of the Trust, as defined in the Act, and (ii) have no direct or indirect financial interest in the operation of the Plan or any agreements related thereto (the “Independent Trustees”).

If at any time this Plan shall not be in effect with respect to the shares of all Portfolios of the Trust, the Services and Distribution Fee shall be computed on the basis of the net assets of the shares of those Portfolios for which the Plan is in effect. The Services and Distribution Fee shall be accrued daily and paid bi-weekly or at such other intervals as the Board of Trustees shall determine. The Services and Distribution Fee shall not apply to Portfolios that invest all of their assets in other Portfolios. For Portfolios that invest a portion of their assets in other Portfolios, the Services and Distribution Fee shall apply only on assets not invested in other Portfolios.

Section 2. The Distributor shall provide (or arrange for the provision of) the following services and bear the following expenses (collectively, the “Services”):

• printing and mailing of prospectuses, statements of additional information, supplements, proxy

statement materials, and annual and semi-annual reports for current owners of variable life or variable

annuity contracts indirectly investing in the shares (the “Contracts”);

• reconciling and balancing separate account investments in the Portfolios;

• reconciling and providing notice to the Trust of net cash flow and cash requirements for net redemption

orders;

• confirming transactions;

• providing Contract owner services related to investments in the Portfolios, including assisting the Trust

with proxy solicitations, including providing solicitation and tabulation services, and investigating and

responding to inquiries from Contract owners that relate to the Portfolios;

• providing periodic reports to the Trust and regarding the Portfolios to third-party reporting services;

• paying compensation to and expenses, including overhead, of employees of the Distributor and other

broker-dealers and financial intermediaries that engage in the distribution of the shares, including but

not limited to commissions, servicing fees and marketing fees;

• printing and mailing of prospectuses, statements of additional information, supplements and annual and

semi-annual reports for prospective Contract owners;

• paying expenses relating to the development, preparation, printing, and mailing of advertisements,

sales literature, and other promotional materials describing and/or relating to the Portfolios;

• paying expenses of holding seminars and sales meetings designed to promote the distribution of the

shares;

• paying expenses of obtaining information and providing explanations to Contract owners regarding

investment objectives, policies, performance and other information about the Trust and its Portfolios;

• paying expenses of training sales personnel regarding the Portfolios; and

• providing other services and bearing other expenses for the benefit of the Portfolios, including

activities primarily intended to result in the sale of shares of the Trust.

Section 3. This Plan shall not take effect until it has been approved by votes of the majority (or whatever

greater percentage may, from time to time, be required by Section 12(b) of the Act or the rules and regulations thereunder) of both (a) the Trustees, and (b) the Independent Trustees cast in person at a meeting called for the purpose of voting on this Plan. If adopted with respect to a Portfolio after the public offering of shares of that Portfolio (or the sale of shares to persons who are not affiliated persons of the Portfolio, affiliated persons of such persons, affiliated persons of the promoter or affiliated persons of such persons), the Plan shall not take effect until it has been approved by a vote of at least a majority of the outstanding voting securities of the Portfolio. Any agreement related to the Plan must be approved by votes of the majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the Act or the rules and regulations thereunder) of both (a) the Trustees, and (b) the Independent Trustees cast in person at a meeting called for the purpose of voting on the agreement.

Section 4. To the extent any payments made by a Portfolio pursuant to the Plan are deemed payments for the financing of any activity primarily intended to result in the sale of shares within the context of Rule 12b-1 under the Act, such payments shall be deemed to be approved under the Plan. Notwithstanding anything herein to the contrary, no Portfolio shall be obligated to make any payments under the Plan that exceed the maximum amounts payable under Rule 2830 of the Conduct Rules of the National Association of Securities Dealers, Inc., or any successor rule thereto adopted by the Financial Industry Regulatory Authority.

Section 5. This Plan shall continue in effect for a period of more than one year after it takes effect only so

long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in Section 3 hereof.

Section 6. Any person authorized to direct the disposition of monies paid or payable by the shares of the

Trust pursuant to this Plan or any related agreement shall provide to the Board of Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.

Section 7. This Plan may be terminated at any time with respect to the shares of any Portfolio by vote of a

majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities representing the shares of that Portfolio.

All agreements with any person relating to implementation of this Plan with respect to the shares of any

Portfolio shall be in writing, and any agreement related to this Plan with respect to the shares of any Portfolio shall provide:

(a) That such agreement may be terminated at any time, without payment of any penalty, by vote of a

majority of the Independent Trustees or by vote of a majority of the outstanding voting securities

representing the shares of such Portfolio, on not more than 60 days’ written notice to any other party to

the agreement; and

(b) That such agreement shall terminate automatically in the event of its assignment.

Section 8. This Plan may not be amended to materially increase the amount of Services and Distribution Fee permitted pursuant to Section 1 hereof with respect to any Portfolio until it has been approved by a vote of at least a majority of the outstanding voting securities representing the shares of that Portfolio.

Section 9. The Trust shall preserve copies of this Plan, and any related agreement or written report regarding this Plan presented to the Board of Trustees for a period of not less than six years from the date of the Plan, agreement or written report, as the case may be, the first two years in an easily accessible place.

Section 10. The provisions of the Plan are severable for each Portfolio of the Trust, and whenever any action is to be taken with respect to the Plan, such action shall be taken separately for each Portfolio of the Trust.

Section 11. While the Plan is in effect, the Board of Trustees shall satisfy the fund governance standards as defined in Rule 0-1(a)(7) under the Act.

Section 12. As used in this Plan, the terms “assignment,” “interested person,” and “majority of the

outstanding voting securities” shall have the respective meanings specified in the Act and the rules and

regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange

Commission.

Schedule A

AST AB Global Bond Portfolio

AST Academic Strategies Asset Allocation Portfolio

AST Advanced Strategies Portfolio

AST AQR Emerging Markets Equity Portfolio

AST AQR Large-Cap Portfolio

AST BlackRock Global Strategies Portfolio

AST BlackRock iShares ETF Portfolio

AST BlackRock Low Duration Bond Portfolio

AST BlackRock/Loomis Sayles Bond Portfolio

AST BlackRock Multi-Asset Income Portfolio

AST Bond Portfolio 2015

AST Bond Portfolio 2016

AST Bond Portfolio 2017

AST Bond Portfolio 2018

AST Bond Portfolio 2019

AST Bond Portfolio 2020

AST Bond Portfolio 2021

AST Bond Portfolio 2022

AST Bond Portfolio 2023

AST Bond Portfolio 2024

AST Bond Portfolio 2025

AST Bond Portfolio 2026

AST Bond Portfolio 2027

AST Boston Partners Large-Cap Value Portfolio

AST ClearBridge Dividend Growth Portfolio

AST Cohen & Steers Realty Portfolio

AST Columbia Adaptive Risk Allocation Portfolio

AST Defensive Asset Allocation Portfolio

AST Emerging Managers Diversified Portfolio

AST FI Pyramis ® Quantitative Portfolio

AST Franklin Templeton K2 Global Absolute Return Portfolio

AST FQ Absolute Return Currency Portfolio

AST Goldman Sachs Global Growth Allocation Portfolio

AST Goldman Sachs Global Income Portfolio

AST Goldman Sachs Large-Cap Value Portfolio

AST Goldman Sachs Mid-Cap Growth Portfolio

AST Goldman Sachs Multi-Asset Portfolio

AST Goldman Sachs Small-Cap Value Portfolio

AST Goldman Sachs Strategic Income Portfolio

AST Herndon Large-Cap Value Portfolio

AST High Yield Portfolio

AST International Growth Portfolio

AST International Value Portfolio

AST Investment Grade Bond Portfolio

AST Ivy Asset Strategy Portfolio

AST J.P. Morgan Global Thematic Portfolio

AST J.P. Morgan International Equity Portfolio

AST J.P. Morgan Strategic Opportunities Portfolio

AST Jennison Global Infrastructure Portfolio

AST Jennison Large-Cap Growth Portfolio

AST Large-Cap Value Portfolio

AST Legg Mason Diversified Growth Portfolio

AST Loomis Sayles Large-Cap Growth Portfolio

AST Lord Abbett Core Fixed Income Portfolio

AST Mid-Cap Value Portfolio

AST MFS Global Equity Portfolio

AST MFS Growth Portfolio

AST MFS Large-Cap Value Portfolio

AST Money Market Portfolio

AST Morgan Stanley Multi-Asset Portfolio

AST Multi-Sector Fixed Income Portfolio

AST Neuberger Berman Long/Short Portfolio

AST Neuberger Berman/LSV Mid-Cap Value Portfolio

AST New Discovery Asset Allocation Portfolio

AST Parametric Emerging Markets Equity Portfolio

AST Prudential Core Bond Portfolio

AST Prudential Flexible Multi-Strategy Portfolio

AST Prudential Growth Allocation Portfolio

AST QMA Emerging Markets Equity Portfolio

AST QMA International Core Equity Portfolio

AST QMA Large-Cap Portfolio

AST QMA US Equity Alpha Portfolio

AST RCM World Trends Portfolio

AST Schroders Global Tactical Portfolio

AST Small-Cap Growth Portfolio

AST Small-Cap Growth Opportunities Portfolio

AST Small-Cap Value Portfolio

AST T. Rowe Price Asset Allocation Portfolio

AST T. Rowe Price Diversified Real Growth Portfolio

AST T. Rowe Price Growth Opportunities Portfolio

AST T. Rowe Price Large-Cap Growth Portfolio

AST T. Rowe Price Natural Resources Portfolio

AST Templeton Global Bond Portfolio

AST Wellington Management Global Bond Portfolio

AST Wellington Management Hedged Equity Portfolio

AST Wellington Management Real Total Return Portfolio

AST Western Asset Core Plus Bond Portfolio

AST Western Asset Emerging Markets Debt Portfolio

ADVANCED SERIES TRUST

AST Bond Portfolio 2027

Notice of Rule 12b-1 Fee Waiver

 THIS NOTICE OF RULE 12B-1 FEE WAIVER is signed as of December 21, 2015, by PRUDENTIAL ANNUITIES DISTRIBUTORS, INC. (PAD), the principal underwriter of the shares of each Portfolio of the Advanced Series Trust, an open-end management investment company (the Trust).

WHEREAS, PAD desires to waive a portion of its distribution and shareholder services fees (Rule 12b-1 fees) payable by the AST Bond Portfolio 2027 (the Portfolio) of the Trust; and

WHEREAS, PAD understands and intends that the Trust will rely on this Notice and agreement in preparing a registration statement on Form N-1A and in accruing the Portfolio’s expenses for purposes of calculating net asset value and for other purposes, and expressly permits the Trust to do so; and

WHEREAS, shareholders of the Portfolio will benefit from the ongoing contractual waiver by incurring lower operating expenses than they would absent such waiver.

NOW, THEREFORE, PAD hereby provides notice that it has agreed to limit the distribution and service fees (Rule 12b-1 fees) incurred the Portfolio of the Trust pursuant to the waiver schedule set forth below:

This contractual waiver schedule, as set forth above, shall not have an expiration or termination date, and may not be modified or discontinued.

IN WITNESS WHEREOF, PAD has signed this Notice of Rule 12b-1 Fee Waiver as of the day and year first above written.

PRUDENTIAL ANNUITIES
DISTRIBUTORS, INC.

By: /s/ Rodney Allain

Name: Rodney Allain

Title: President, PAD

PRUDENTIAL MUTUAL FUNDS

Code of Ethics Adopted Pursuant to Rule 17j-1

Under the Investment Company Act of 1940

(the " Code" )

1. Purposes

This Code has been adopted by the board of directors/trustees of each fund listed on Exhibit A, on its own behalf and on behalf of each of its series (each a "Fund" and collectively, the "Funds"), in accordance with Rule 17j-1(c) under the Investment Company Act of 1940 (the "Act") and in accordance with the following general principles:

(1) The duty at all times to place the interests of Fund shareholders first.

Fund personnel should scrupulously avoid serving their own personal interests ahead of shareholders' interests in any decision relating to their personal investments.

(2) The requirement that all personal securities transactions be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individual's position of trust and responsibility.

Fund personnel must not only seek to achieve technical compliance with the Code but should strive to abide by its spirit and the principles articulated herein.

(3) The fundamental standard that Fund personnel should not take inappropriate advantage of their positions.

Fund personnel must avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of shareholders, including, but not limited to the receipt of unusual investment opportunities, perquisites, or gifts of more than a de minimis value from persons doing or seeking business with the Fund.

Rule 17j-1 under the Act generally proscribes fraudulent or manipulative practices with respect to a purchase or sale of a security held or to be acquired (as such term is defined in Section 2 of the Code) by an investment company, if effected by an affiliated person of such company.

The purpose of the Code is to establish procedures consistent with the Act and Rule 17j-1 to give effect to the following general prohibitions as set forth in Rule 17j-1(b) as follows:

It shall be unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund in connection with the purchase or sale, directly or indirectly, by the person of a security held or to be acquired by the Fund:

(1) To employ any device, scheme or artifice to defraud the Fund;

(2) To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

(3) To engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon the Fund; or

(4) To engage in any manipulative practice with respect to the Fund.