Target Funds Sample Contracts

TARGET FUNDS
Management Agreement • September 10th, 1999 • Target Funds • New York
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Between
Custodian Contract • October 31st, 2000 • Target Funds • Massachusetts
BY-LAWS OF TARGET FUNDS
By-Laws • October 1st, 2001 • Strategic Partners Style Specific Funds
TRANSFER AGENCY AND SERVICE AGREEMENT between TARGET FUNDS and PRUDENTIAL MUTUAL FUND SERVICES LLC 2 TABLE OF CONTENTS
Transfer Agency and Service Agreement • October 31st, 2000 • Target Funds • New Jersey
PRUDENTIAL INVESTMENT PORTFOLIOS 5 Prudential Day One 2065 Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • December 16th, 2019 • Prudential Investment Portfolios 5 • New York

Agreement made as of this 1st day of December, 2019 between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company, and QMA LLC (“QMA” or the “Subadviser”), a New Jersey limited liability company.

TRANSFER AGENCY AND SERVICE AGREEMENT between TARGET FUNDS and PRUDENTIAL MUTUAL FUND SERVICES LLC 2 TABLE OF CONTENTS
Transfer Agency and Service Agreement • August 1st, 2000 • Target Funds • New Jersey
JENNISON VALUE FUND Amended and Restated Distribution Agreement
Distribution Agreement • August 28th, 2006 • Jennison Value Fund • New Jersey

Amendment dated September , 2006 to the Agreement made as of June 1, 1998, between Jennison Value Fund (formerly Prudential Equity Income Fund) (the Fund), and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

PRUDENTIAL INVESTMENT PORTFOLIOS 5 Prudential Jennison Rising Dividend Fund MANAGEMENT AGREEMENT
Management Agreement • March 5th, 2014 • Prudential Investment Portfolios 5 • New York

Agreement made the 27th day of December, 2013, between Prudential Investment Portfolios 5, a Delaware business trust (the Fund), on behalf of its series, Prudential Jennison Rising Dividend Fund, and Prudential Investments LLC, a New York limited liability company (the Manager).

Subadvisory Agreement
Subadvisory Agreement • September 29th, 2005 • Strategic Partners Style Specific Funds • New York

Agreement made as of this 4th day of August, 2005, between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Transamerica Investment Management, LLC (“Transamerica”or the “Subadviser”).

PRUDENTIAL INVESTMENT PORTFOLIOS 5 Prudential Day One Funds MANAGEMENT AGREEMENT
Management Agreement • December 16th, 2019 • Prudential Investment Portfolios 5 • New York

Agreement made the 1st day of November, 2016, between Prudential Investment Portfolios 5, a Delaware business trust (the Trust), on behalf of certain of its series, as listed on Schedule A (the Prudential Day One Funds or the Funds), and Prudential Investments LLC, a New York limited liability company (the Manager).

STRATEGIC PARTNERS STYLE SPECIFIC FUNDS Jennison Conservative Growth Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • September 29th, 2005 • Strategic Partners Style Specific Funds • New York

Agreement made as of this 16th day of September, 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Jennison Associates LLC (Jennison or the Subadviser),

TARGET FUNDS
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
TARGET FUNDS
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
TARGET FUNDS
Subadvisory Agreement • August 1st, 2000 • Target Funds • New York
AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • September 19th, 2024 • Prudential Investment Portfolios 5

Agreement made as of this 11th day of December, 2023 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.

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AMENDMENT
Custody Agreement • September 12th, 2017 • Prudential Investment Portfolios 5

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.

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • September 29th, 2005 • Strategic Partners Style Specific 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.

1 Exhibit (a)(2) AGREEMENT AND DECLARATION OF TRUST
Agreement and Declaration of Trust • July 9th, 1999 • Target Funds • Delaware
AMENDMENT
Custody Agreement • September 29th, 2006 • Strategic Partners Style Specific Funds

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.

AMENDMENT
Transfer Agency and Service Agreement • September 12th, 2017 • Prudential Investment Portfolios 5

AMENDMENT made as of September 1, 2017 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.

STRATEGIC PARTNERS STYLE SPECIFIC FUNDS Strategic Partners Small Capitalization Value Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • November 22nd, 2004 • Strategic Partners Style Specific Funds • New York

Agreement made as of this 12th day of November, 2004 among Prudential Investments LLC (PI or the Manager), a New York limited liability company and J.P. Morgan Investment Management, Inc. (JP Morgan or the Subadviser),

BY-LAWS OF TARGET FUNDS 2 TABLE OF CONTENTS
By-Laws • July 9th, 1999 • Target Funds
TARGET FUNDS
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
TARGET FUNDS
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
TARGET FUNDS
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
AMENDMENT
Transfer Agency and Service Agreement • December 16th, 2019 • Prudential Investment Portfolios 5

AMENDMENT made as of December 2, 2019 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.

STRATEGIC PARTNERS STYLE SPECIFIC FUNDS Dryden Small Cap Value Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • September 28th, 2007 • Strategic Partners Style Specific Funds • New York

Agreement made as of this 26th day of January 2007 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Quantitative Management Associates LLC, a New Jersey limited liability company (QMA or the Subadviser),

1 Exhibit (d)(2)(ii) TARGET FUNDS (Small Capitalization Growth Fund) SUBADVISORY AGREEMENT
Subadvisory Agreement • October 31st, 2000 • Target Funds • New York
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