Prudential Investment Portfolios 2 Sample Contracts

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BY-LAWS OF
By-Laws • June 26th, 2000 • Prudential Core Investment Fund
Exhibit (h) TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • September 19th, 2000 • Prudential Core Investment Fund • New Jersey
PRUDENTIAL INVESTMENT PORTFOLIOS 2 Prudential Commodity Strategies Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • January 29th, 2019 • Prudential Investment Portfolios 2 • New York

Agreement made as of this 12th day of February, 2018 between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company, and Quantitative Management Associates LLC (the “Subadviser” or “QMA”), a New Jersey limited liability company.

PRUDENTIAL INVESTMENT PORTFOLIOS 2 Prudential Institutional Money Market Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • July 18th, 2016 • Prudential Investment Portfolios 2 • New York

Agreement made as of this 18th day of July 2016 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and PGIM, Inc. (PGIM), a New Jersey corporation.

WITNESSETH
Distribution Agreement • September 19th, 2000 • Prudential Core Investment Fund • New Jersey
AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • September 27th, 2024 • Prudential Investment Portfolios 2

Agreement amended and restated made as of this 12th day of September 2019 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company, PGIM, Inc. (PGIM), a New Jersey corporation and PGIM Limited, a U.K. limited company, (PGIM Limited and together with PGIM, the Subadvisers).

MANAGEMENT AGREEMENT
Management Agreement • December 8th, 2016 • Prudential Investment Portfolios 2 • New York

Agreement made the 1st day of November, 2016, between Prudential Investment Portfolios 2, a Delaware business trust (the Trust), on behalf of certain of its series, as listed on Schedule A (the Funds), and Prudential Investments LLC, a New York limited liability company (the Manager).

PRUDENTIAL INVESTMENT PORTFOLIOS 2 Prudential QMA US Broad Market Index Fund Prudential QMA Mid-Cap Core Equity Fund Prudential QMA International Developed Markets Index Fund Prudential QMA Emerging Markets Equity Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • December 8th, 2016 • Prudential Investment Portfolios 2

Agreement made as of this 1st day of November, 2016 between Prudential Investments LLC (“PI” or the “Manager”), a New York limited liability company, and Quantitative Management Associates LLC, (the “Subadviser” or “QMA”), a New Jersey limited liability company.

AMENDMENT
Custody Agreement • December 8th, 2016 • Prudential Investment Portfolios 2

Amendment made as of November 1, 2016 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.

BY-LAWS OF DRYDEN CORE INVESTMENT FUND As amended November 16, 2004
By-Laws • March 29th, 2005 • Dryden Core Investment Fund
OF
Trust Agreement • June 26th, 2000 • Prudential Core Investment Fund • Delaware
Subadvisory Agreement
Subadvisory Agreement • December 8th, 2016 • Prudential Investment Portfolios 2 • 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, and CoreCommodity Management, LLC (the Subadviser or CoreCommodity), a Delaware limited liability company.

WITNESSETH
Management Agreement • March 30th, 2004 • Dryden Core Investment Fund • New York
AMENDMENT
Custody Agreement • July 18th, 2016 • Prudential Investment Portfolios 2

Amendment made as of July 15, 2016 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.

AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • September 27th, 2024 • Prudential Investment Portfolios 2

Agreement amended and restated made as of this 12th day of September 2019 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company, PGIM, Inc. (PGIM), a New Jersey corporation and PGIM Limited, a U.K. limited company, (PGIM Limited and together with PGIM, the Subadvisers).

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AMENDED AND RESTATED SUBADVISORY AGREEMENT
Subadvisory Agreement • September 27th, 2024 • Prudential Investment Portfolios 2

Agreement amended and restated made as of this 12th day of September 2019 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company, PGIM, Inc. (PGIM), a New Jersey corporation, and PGIM Limited, a U.K. limited company, (PGIM Limited and together with PGIM, the Subadvisers).

AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • September 27th, 2024 • Prudential Investment Portfolios 2

This Amendment to Subadvisory Agreement, effective as of July 1, 2024, is entered into among PGIM Investments LLC (the “Manager”), a New York limited liability company, PGIM, Inc. (“PGIM”), a New Jersey corporation, and PGIM Limited, a U.K limited company (“PGIM Limited” and together with PGIM, the “Subadvisers”).

AMENDMENT
Transfer Agency and Service Agreement • July 18th, 2016 • Prudential Investment Portfolios 2

AMENDMENT made as of July 18, 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 TO MANAGEMENT AGREEMENT
Management Agreement • December 11th, 2023 • Prudential Investment Portfolios 2

This Amendment to Management Agreement, effective as of December 11, 2023, is entered into between PGIM Investments LLC, formerly known as Prudential Investments LLC (the “Manager”), a New York limited liability company, and Prudential Investment Portfolios 2, a Delaware statutory trust (the “Trust”), on behalf of its series, PGIM Quant Solutions Mid-Cap Index Fund, formerly known as PGIM Quant Solutions Mid-Cap Core Fund, formerly known as Prudential QMA Mid-Cap Core Equity Fund (the “Fund”). WHEREAS, the Manager entered into a Management Agreement (the “Management Agreement”) with the Trust, on behalf of certain of its series as listed on Schedule A of the Management Agreement, including the Fund, dated November 1, 2016; and

AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • September 27th, 2024 • Prudential Investment Portfolios 2

This Amendment to Management Agreement, effective as of July 1, 2024, is entered into between PGIM Investments LLC (the “Manager”), a New York limited liability company, and Prudential Investment Portfolios 2, a Delaware statutory trust (the “Trust”), on behalf of its series, PGIM Core Conservative Bond Fund (the “Fund”).

PRUDENTIAL INVESTMENT PORTFOLIOS 2 Prudential Commodity Strategies Fund AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • January 29th, 2019 • Prudential Investment Portfolios 2

Amendment to Management Agreement made this 12th day of February, 2018 between Prudential Investment Portfolios 2 (PIP 2), on behalf of its separate investment series, Prudential Commodity Strategies Fund (the Fund), and PGIM Investments LLC (the Manager) (formerly, Prudential Investments LLC).

PRUDENTIAL INVESTMENT PORTFOLIOS 2 Prudential Core Bond Enhanced Index Fund Prudential TIPS Enhanced Index Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • December 8th, 2016 • Prudential Investment Portfolios 2 • 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, and PGIM, Inc. (PGIM), a New Jersey corporation.

AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • December 11th, 2023 • Prudential Investment Portfolios 2

This Amendment to Subadvisory Agreement, effective as of December 11, 2023, is entered into between PGIM Investments LLC, formerly known as Prudential Investments LLC (the “Manager”), a New York limited liability company, and PGIM Quantitative Solutions LLC, formerly known as Quantitative Management Associates LLC, a New Jersey limited liability company (“PQS” or the “Subadviser”). WHEREAS, the Manager entered into a Subadvisory Agreement (the “Subadvisory Agreement”) with the Subadviser with respect to the PGIM Mid-Cap Index Fund, formerly known as PGIM Quant Solutions Mid-Cap Core Fund, formerly known as Prudential QMA Mid-Cap Core Equity Fund (the “Fund”), dated November 1, 2016; and

PRUDENTIAL COMMODITY STRATEGIES SUBSIDIARY, LTD. A wholly-owned subsidiary of Prudential Commodity Strategies Fund, a series of Prudential Investment Portfolios 3 MANAGEMENT AGREEMENT
Management Agreement • December 8th, 2016 • Prudential Investment Portfolios 2 • New York

Agreement made the 1st day of November, 2016 between Prudential Commodity Strategies Subsidiary, Ltd. (the Fund), a Cayman Islands exempt company and a wholly-owned subsidiary of Prudential Commodity Strategies Fund, a series of Prudential Investment Portfolios 3 (the Prudential Commodity Strategies Fund), and Prudential Investments LLC, a New York limited liability company (the Manager).

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