Target Asset Allocation Funds Sample Contracts

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FORM OF
Custodian Contract • October 7th, 1999 • Prudential Diversified Funds • Massachusetts
1 EXHIBIT 1(b) AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • August 4th, 1998 • Prudential Diversified Series • Delaware
BY-LAWS OF
By-Laws • August 4th, 1998 • Prudential Diversified Series
1 EXHIBIT 9 TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • August 4th, 1998 • Prudential Diversified Series • New Jersey
PRUDENTIAL INVESTMENT PORTFOLIOS 16 Prudential Income Builder Fund Subadvisory Agreement
Subadvisory Agreement • September 23rd, 2014 • Prudential Investment Portfolios 16 • New York

Agreement made as of this 1st day of September, 2014 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Jennison Associates LLC (the Subadviser or Jennison), a Delaware limited liability company.

1 Exhibit (h) TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 7th, 1999 • Prudential Diversified Funds • New Jersey
WITNESSETH
Distribution Agreement • October 7th, 1999 • Prudential Diversified Funds • New Jersey
STRATEGIC PARTNERS ASSET ALLOCATION FUNDS Amended and Restated Distribution Agreement
Distribution Agreement • September 30th, 2005 • Strategic Partners Asset Allocation Funds • New Jersey

Agreement made as of May 25, 2004, between Strategic Partners Asset Allocation Funds, a Delaware business trust (the Fund), and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

PRUDENTIAL INVESTMENT PORTFOLIOS 16 Prudential Income Builder Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • September 23rd, 2014 • Prudential Investment Portfolios 16 • New York

Agreement made as of this 1st day of September, 2014 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Quantitative Management Associates LLC (QMA or the Subadviser), a New Jersey limited liability company.

AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • December 29th, 2020 • Prudential Investment Portfolios 16 • New York

Agreement amended and restated made as of this 30th 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).

ARTICLE I DEFINITIONS
Custody Agreement • October 2nd, 2003 • Strategic Partners Asset Allocation Funds • New York
CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • September 30th, 2005 • Strategic Partners Asset Allocation Funds

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 TRUST COMPANY (“PFPC Trust”). As used herein, the term “Agreement” shall mean this Custodian 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 Custodian Services Agreement.

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TARGET ASSET ALLOCATION FUNDS Target Conservative Allocation Fund Target Moderate Allocation Fund Target Growth Allocation Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • July 31st, 2009 • Target Asset Allocation Funds • New York

Agreement made as of this 13 th day of December, 2008 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Eaton Vance Management (the Subadviser or Eaton Vance), a Massachusetts business trust.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 15th, 2022 • Prudential Investment Portfolios 16 • Delaware

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the "Agreement"), dated as of January 19, 2022 (the "Effective Date"), is made by and between each registered open-end investment company (each, a "Registrant"), on behalf of each portfolio series of each such Registrant listed on Schedule A or Schedule B hereto, or if the relevant Registrant has no portfolio series, then the relevant Registrant (as applicable, each an "Acquiring Fund" or "Acquired Fund" pursuant to the applicable schedule), each severally and not jointly.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 15th, 2022 • Prudential Investment Portfolios 16

THIS FUND OF FUNDS INVESTMENT AGREEMENT (the "Agreement"), dated as of January 19, 2022 ("Effective Date"), is made among Prudential Investment Portfolios 3, Prudential Investment Portfolios 16, and Advanced Series Trust, on behalf of each of their series listed in Schedule A (each, an "Acquiring Fund") and the Invesco Exchange-Traded Fund Trust, Invesco Exchange-Traded Fund Trust II, Invesco India Exchange-Traded Fund Trust, Invesco Actively Managed Exchange-Traded Trust, Invesco Actively Managed Exchange-Traded Commodity Fund Trust and Invesco Exchange-Traded Self-Indexed Fund Trust, on behalf of each of their series (except such series listed on Schedule B, as may be amended from time to time), severally and not jointly (each, an "Acquired Fund" and together with the Acquiring Funds, the "Funds").

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 15th, 2022 • Prudential Investment Portfolios 16

This Fund of Funds Investment Agreement (this "Agreement"), dated as of January 19, 2022 (the "Effective Date"), is made among Prudential Investment Portfolios 3, Prudential Investment Portfolios 16, Advanced Series Trust, and The Prudential Series Fund, on behalf of each of their respective

STRATEGIC PARTNERS STYLE SPECIFIC FUNDS THE TARGET PORTFOLIO TRUST STRATEGIC PARTNERS ASSET ALLOCATION FUND (each referred to herein as the “Trust”) Amended and Restated Subadvisory Agreement
Subadvisory Agreement • October 2nd, 2006 • Strategic Partners Asset Allocation Funds • New York

Agreement made as of this 16th day of December, 2005 between Prudential Investments LLC (“PI” or the “Manager”), a New York limited liability company, and NFJ Investment Group L.P. (“NFJ” or the “Subadviser”).

Amended and Restated Management Agreement
Management Agreement • September 30th, 2005 • Strategic Partners Asset Allocation Funds • New York

Agreement made the 12th day of November, 1998, between Prudential Diversified Funds and Prudential Investments Fund Management LLC, a New York limited liability company, as amended and restated this 25th day of May 2004 between Strategic Partners Asset Allocation Funds (the Trust), and Prudential Investments LLC, a New York limited liability company (the Manager).

THE TARGET PORTFOLIO TRUST TARGET ASSET ALLOCATION FUNDS AMENDMENT TO SUBADVISORY AGREEMENTS
Subadvisory Agreement • September 30th, 2013 • Prudential Investment Portfolios 16

WHEREAS, Prudential Investments LLC (formerly Prudential Investment Funds Management LLC) and Pacific Investment Management Company LLC (“Adviser”) hereby agree to amend each of the three (3) subadvisory agreements (including any amendments or supplements thereto) listed below (each, an “Agreement” and collectively, the “Agreements”) by adding certain text to Section 1 of each such Agreement, effective as of September 30, 2009.

FIRST AMENDMENT TO FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • December 29th, 2022 • Prudential Investment Portfolios 16

This First Amendment to Fund of Funds Investment Agreement (the "Amendment"), dated as of May 16, 2022, is made among Advanced Series Trust, The Prudential Series Fund, Prudential Investment Portfolios 3 and Prudential Investment Portfolios 16 (each referred to as the "Acquiring Fund Trust"), on behalf of their series listed on Schedule A, severally and not jointly (each, the "Acquiring Fund"), and The Select Sector SPDR Trust, on behalf of each of its series listed on Schedule B, severally and not jointly, severally and not jointly (each, the "Acquired Fund" and together with the Acquiring Funds, the "Funds").

PRUDENTIAL DIVERSIFIED FUNDS (Prudential Diversified Conservative Growth Fund) SUBADVISORY AGREEMENT
Subadvisory Agreement • September 30th, 2013 • Prudential Investment Portfolios 16 • New York

Agreement made as of this 5th day of May, 2000, between Prudential Investments Fund Management LLC (PIFM or the Manager), a New York limited liability company, and Pacific Investment Management Company LLC (the Adviser), a company organized under the laws of the State of Delaware.

AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • September 28th, 2011 • Target Asset Allocation Funds

AMENDMENT made as of the 1st day of October, 2011 to the Subadvisory Agreement dated December 13, 2008 (the “Agreement”) between Prudential Investments LLC (PI), a New York limited liability company and Massachusetts Financial Services Company (the Subadviser or MFS), a Delaware corporation. In consideration of the mutual convenants contained herein, the parties agree as follows:

Target Conservative Allocation Fund Target Moderate Allocation Fund Target Growth Allocation Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • September 28th, 2012 • Target Asset Allocation Funds • New York

Agreement made as of this 12th day of July, 2012 between Prudential Investments LLC ("PI" or the "Manager"), a New York limited liability company, and Epoch Investment Partners, Inc. (the "Subadviser" or "Epoch"), a Delaware corporation.

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