Prudential Investment Portfolios 9 Sample Contracts

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WITNESSETH
Distribution Agreement • December 29th, 1999 • Prudential Tax Managed Equity Fund • New Jersey
PRUDENTIAL TAX-MANAGED FUNDS Prudential Tax-Managed Growth Fund Form of MANAGEMENT AGREEMENT
Management Agreement • December 30th, 1999 • Prudential Tax Managed Funds • New York
CUSTODY AGREEMENT
Custody Agreement • December 30th, 2005 • Dryden Tax Managed Funds • New York

AGREEMENT, dated as of November 7, 2002 between each Fund listed on the attached Schedule A hereto, including any series thereof (each a “Fund”) each having its principal office and place of business at 100 Mulberry Street, Newark, New Jersey 07102 (the “Fund”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).

Exhibit (e)(1) Dryden Large-Cap Core Equity Fund a Series of DRYDEN TAX-MANAGED FUNDS Amended and Restated Distribution Agreement
Distribution Agreement • December 29th, 2006 • Dryden Tax Managed Funds • New Jersey

Amendment dated December 1, 2006 to the agreement made as of December 8, 1998, between Dryden Tax-Managed Funds (formerly known as Prudential Tax-Managed Funds and prior thereto as Prudential Tax-Managed Equity Fund) (the Fund) on behalf of Dryden Large-Cap Core Equity Fund, and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

BY-LAWS OF
Prudential Tax Managed Funds • January 16th, 2001
PRUDENTIAL INVESTMENT PORTFOLIOS 9 Prudential Absolute Return Bond Fund MANAGEMENT AGREEMENT
Management Agreement • January 12th, 2011 • Prudential Investment Portfolios 9 • New York

Agreement made the 30th day of March, 2011, between Prudential Investment Portfolios 9, a Delaware statutory trust (the Fund), on behalf of its series, Prudential Absolute Return Bond Fund, and Prudential Investments LLC, a New York limited liability company (the Manager).

PURCHASE AGREEMENT
Purchase Agreement • December 24th, 1998 • Prudential Tax Managed Equity Fund
DEALER AGREEMENT
Dealer Agreement • November 6th, 1998 • Prudential Tax Managed Equity Fund • New Jersey
WITNESSETH
Distribution Agreement • December 30th, 1999 • Prudential Tax Managed Funds • New Jersey
BY-LAWS OF
Prudential Tax Managed Equity Fund • December 29th, 1999
SUBADVISORY AGREEMENT
Subadvisory Agreement • August 1st, 2014 • Prudential Investment Portfolios 9 • New York

Agreement made as of this 7th day of July, 2014 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Prudential Investment Management, Inc. (PIM), a New Jersey corporation.

PRUDENTIAL INVESTMENT PORTFOLIOS 9 Prudential International Bond Fund MANAGEMENT AGREEMENT
Management Agreement • December 13th, 2016 • Prudential Investment Portfolios 9 • New York

Agreement made the 1st day of November, 2016, between Prudential Investment Portfolios 9, a Delaware business trust (the Trust), on behalf of its series, the Prudential International Bond Fund, and Prudential Investments LLC, a New York limited liability company (the Manager).

PRUDENTIAL INVESTMENT PORTFOLIOS 9 Prudential International Bond Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • December 13th, 2016 • Prudential Investment Portfolios 9 • New York

Agreement made as of this 1st day of November 2016 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, PGIM, Inc. (PGIM), a New Jersey corporation and PGIM Limited (PGIM Ltd and together with PGIM, the Subadvisers).

AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • February 16th, 2022 • Prudential Investment Portfolios 9 • 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).

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CUSTODIAN CONTRACT Between
Custodian Contract • November 6th, 1998 • Prudential Tax Managed Equity Fund • Massachusetts
RESTATED
Dryden Tax Managed Funds • December 20th, 2004
AMENDMENT
Prudential Investment Portfolios 9 • June 2nd, 2015

Amendment made as of June 1, 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.

AMENDMENT
Prudential Investment Portfolios 9 • February 15th, 2024

AMENDMENT made as of February 5, 2024, 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 Schedule B 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.

SUBADVISORY AGREEMENT
Agreement • June 2nd, 2015 • Prudential Investment Portfolios 9 • New York

Agreement made as of this 1st day of May, 2015 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Prudential Investment Management, Inc. (PIM), a New Jersey corporation.

AMENDMENT
Prudential Investment Portfolios 9 • December 13th, 2016

AMENDMENT made as of November 1, 2016 to that certain Amended and Restated Transfer Agency and Service Agreement made as of May 29, 2007 (the "TA Agreement"), between each of the investment companies listed in Exhibit A hereto including any series thereof (the "Fund") and Prudential Mutual Fund Services LLC ("PMFS"). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the TA Agreement.

AMENDMENT
Dryden Tax Managed Funds • December 30th, 2005

AMENDMENT made as of June 6, 2005 to that certain Custody Agreement dated as of November 7, 2002 between each Fund listed on the attached Schedule A thereto, including any series thereof (the “Fund”) and The Bank of New York (“Custodian”) (such Global 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 between PRUDENTIAL TAX-MANAGED EQUITY FUND and PRUDENTIAL MUTUAL FUND SERVICES LLC TABLE OF CONTENTS
Transfer Agency and Service Agreement • November 6th, 1998 • Prudential Tax Managed Equity Fund • New Jersey
AMENDMENT
Prudential Investment Portfolios 9 • December 21st, 2010

AMENDMENT made as of December 21, 2010 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 certain funds and or series thereof as parties 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.

AMENDMENT
Prudential Investment Portfolios 9 • August 1st, 2014

AMENDMENT made as of July 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.

AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • November 6th, 1998 • Prudential Tax Managed Equity Fund • Delaware
Prudential Investment Portfolios 9 Prudential Absolute Return Bond Fund AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • December 27th, 2017 • Prudential Investment Portfolios 9

NOW THEREFORE, the parties mutually agree as follows: 1. Effective as of January 1, 2018, the subadvisory fee rate schedule appearing in Schedule A is hereby deleted in its entirety, and is replaced with the following new subadvisory fee rate schedule: 0.375% on average daily net assets up to $300 million; 0.325% on average daily net assets over $300 million.

Prudential Investment Portfolios 9 Prudential QMA Large-Cap Core Equity Fund AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • January 18th, 2017 • Prudential Investment Portfolios 9

Amendment to Management Agreement made this 9th day of December, 2016, between Prudential Investment Portfolios 9 (PIP 9), on behalf of Prudential QMA Large-Cap Core Equity Fund (the Fund), and Prudential Investments LLC (the Manager).

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