Prudential Investment Portfolios 12 Sample Contracts

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WITNESSETH
Distribution Agreement • March 23rd, 1999 • Prudential Real Estate Securities Fund • New Jersey
PURCHASE AGREEMENT
Purchase Agreement • December 19th, 1997 • Prudential Real Estate Fund
SELECTED DEALER AGREEMENT
Selected Dealer Agreement • December 19th, 1997 • Prudential Real Estate Fund • New York
MANAGEMENT AGREEMENT
Management Agreement • March 23rd, 1999 • Prudential Real Estate Securities Fund • New York
Subadvisory Agreement
Subadvisory Agreement • September 14th, 2021 • Prudential Investment Portfolios 12 • New York

Agreement made as of this 1st day of September, 2021 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company, and Jennison Associates LLC (the Subadviser or Jennison), a Delaware limited liability company.

PURCHASE AGREEMENT
Purchase Agreement • March 9th, 1998 • Prudential Real Estate Fund
PRUDENTIAL INVESTMENT PORTFOLIOS 12 PGIM Jennison International Small-Mid Cap Opportunities Fund MANAGEMENT AGREEMENT
Management Agreement • September 14th, 2021 • Prudential Investment Portfolios 12 • New York

Agreement made the 1st day of September, 2021, between Prudential Investment Portfolios 12, a Delaware business trust (the Trust), on behalf of its series, PGIM Jennison International Small-Mid Cap Opportunities Fund (the Fund), and PGIM Investments LLC, a New York limited liability company (the Manager).

PRUDENTIAL INVESTMENT PORTFOLIOS 12 Prudential Short Duration Muni High Income Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • May 28th, 2014 • Prudential Investment Portfolios 12 • New York

Agreement made as of this 23rd day of May, 2014 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Prudential Investment Management, Inc. (PIM or the Subadviser), a New Jersey corporation.

AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • December 29th, 2021 • Prudential Investment Portfolios 12 • New York

Agreement amended and restated made as of this 30 day of March, 2020 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company, and PGIM, Inc. (PGIM), a New Jersey corporation, and PGIM Fund Management Limited, a U.K. limited company (PGIM Fund Management Limited and together with PGIM, the Subadvisers).

PRUDENTIAL INVESTMENT PORTFOLIOS 12 Prudential QMA Large-Cap Core Equity PLUS Fund MANAGEMENT AGREEMENT
Management Agreement • September 18th, 2017 • Prudential Investment Portfolios 12 • New York

Agreement made the 1st day of September, 2017, between Prudential Investment Portfolios 12, a Delaware business trust (the Trust), on behalf of its series, the Prudential QMA Large-Cap Core Equity PLUS Fund, and PGIM Investments LLC, a New York limited liability company (the Manager).

MANAGEMENT AGREEMENT
Management Agreement • April 3rd, 2024 • Prudential Investment Portfolios 12

Agreement made the 1st day of April, 2024, between Prudential Investment Portfolios 12, a Delaware statutory trust (the Trust), on behalf of PGIM Moderate Retirement Spending Fund (the Fund), and PGIM Investments LLC, a New York limited liability company (the Manager).

SUBADVISORY AGREEMENT
Subadvisory Agreement • April 3rd, 2024 • Prudential Investment Portfolios 12

Agreement made as of this 1st day of April, 2024 between PGIM Investments LLC ("PGIM Investments" or the "Manager"), a New York limited liability company, and PGIM DC Solutions LLC, (the "Subadviser" or "DCS"), a Delaware limited liability company.

AMENDMENT
Custody Agreement • October 11th, 2017 • Prudential Investment Portfolios 12

Amendment made as of September 1, 2017, 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.

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BY-LAWS
By-Laws • May 27th, 2005 • Strategic Partners Real Estate Securities Fund
TRANSFER AGENCY AND SERVICE AGREEMENT between PRUDENTIAL REAL ESTATE FUND and PRUDENTIAL MUTUAL FUND SERVICES LLC TABLE OF CONTENTS
Transfer Agency and Service Agreement • December 19th, 1997 • Prudential Real Estate Fund • New Jersey
Agreement and Declaration of Trust AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • December 19th, 1997 • Prudential Real Estate Fund • Delaware
AMENDMENT
Custody Agreement • May 28th, 2014 • Prudential Investment Portfolios 12

Amendment made as of May 7, 2014 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.

TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 23rd, 1999 • Prudential Real Estate Securities Fund • New Jersey
ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • May 31st, 2006 • Strategic Partners Real Estate Fund

THIS AGREEMENT is made, as of July 1, 2005, separately by and between each separate registered investment company set forth on Exhibit A dated July 1, 2005 attached hereto (each a "Fund") and PFPC INC. (“PFPC”). As used herein, the term “Agreement” shall mean this Accounting Services Agreement and any and all exhibits and schedules attached hereto and any amendments to any of the foregoing executed in accordance with the terms of this Accounting Services Agreement.

AMENDMENT
Fund Administration and Accounting Agreement • April 3rd, 2024 • Prudential Investment Portfolios 12

AMENDMENT made as of April 1, 2024 to that certain Fund Administration and Accounting Agreement dated as of February 3, 2006, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (collectively, the "Funds") and The Bank of New York Mellon (formerly, The Bank of New York) ("BNY") (such Fund Administration and Accounting Agreement, as amended, hereinafter referred to as the "Accounting Agreement"). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Accounting Agreement.

BY-LAWS OF
By-Laws • June 1st, 2000 • Prudential Real Estate Securities Fund
AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • April 3rd, 2024 • Prudential Investment Portfolios 12

AMENDMENT made as of April 1, 2024 (the "Effective Date") to that certain Custody Agreement dated as of November 7, 2002, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (each, a "Fund") and The Bank of New York Mellon (formerly, The Bank of New York) ("Custodian") (such Custody Agreement, as amended, hereinafter referred to as the "Custody Agreement"). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.

AMENDMENT
Transfer Agency and Service Agreement • May 28th, 2014 • Prudential Investment Portfolios 12

AMENDMENT made as of May 7, 2014 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.

DRYDEN GLOBAL REAL ESTATE FUND SUBADVISORY AGREEMENT
Subadvisory Agreement • June 1st, 2007 • Dryden Global Real Estate Fund • New York

Agreement made as of this 19th day of January 2007 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Prudential Investment Management, Inc. (PIM),

Mr. Robert F. Gunia Executive Vice President Prudential Investments LLC Gateway Center Three
Subadvisory Agreement • June 1st, 2007 • Dryden Global Real Estate Fund
Prudential Investment Portfolios 12 Prudential US Real Estate Fund AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • May 26th, 2016 • Prudential Investment Portfolios 12

Amendment to Management Agreement made this 1st day of October, 2015, between Prudential Investment Portfolios 12 (PIP 12), on behalf of its series, Prudential US Real Estate Fund, and Prudential Investments LLC (the Manager). WHEREAS PIP 12 and the Manager have mutually agreed to revise Schedule A of the Management Agreement, in order to reduce the management fee rate pursuant to which PIP 12 compensates the Manager for the services provided by the Manager to Prudential US Real Estate Fund under the Management Agreement;

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