Strategic Partners Opportunity Funds Sample Contracts

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BY-LAWS OF
By-Laws • March 27th, 2000 • Strategic Partners Series
Exhibit 99.(h) TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • March 27th, 2000 • Strategic Partners Series • New Jersey
PRUDENTIAL INVESTMENT PORTFOLIOS 3 PGIM Wadhwani Systematic Absolute Return Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • September 28th, 2021 • Prudential Investment Portfolios 3 • New York

Agreement made as of this 16th day of September, 2021 between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company and QMA Wadhwani LLP (the “Subadviser”), a limited liability partnership established in England and Wales.

Exhibit 99.(h) TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • July 21st, 2000 • Strategic Partners Series • New Jersey
FORM OF
Custodian Contract • March 27th, 2000 • Strategic Partners Series • Massachusetts
WITNESSETH
Distribution Agreement • July 21st, 2000 • Strategic Partners Series • New Jersey
PRUDENTIAL INVESTMENT PORTFOLIOS 3 (formerly, JennisonDryden Opportunity Funds) Distribution Agreement
Distribution Agreement • February 1st, 2010 • Jennisondryden Opportunity Funds • New Jersey

Amended and restated Agreement made as of April , 2010 to the Agreement made as of May 29, 2008, between Prudential Investment Portfolios 3 (the Fund), and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

PRUDENTIAL INVESTMENT PORTFOLIOS 3 PGIM Wadhwani Systematic Absolute Return Fund MANAGEMENT AGREEMENT
Management Agreement • September 28th, 2021 • Prudential Investment Portfolios 3 • New York

Agreement made the 16th day of September, 2021, between Prudential Investment Portfolios 3, a Delaware statutory trust (the Trust), on behalf of its series, the PGIM Wadhwani Systematic Absolute Return Fund (the Fund), and PGIM Investments LLC, a New York limited liability company (the Manager).

PRUDENTIAL INVESTMENT PORTFOLIOS 3 Prudential Global Absolute Return Bond Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • November 3rd, 2015 • Prudential Investment Portfolios 3 • New York

Agreement made as of this 1st day of October 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.

PRUDENTIAL INVESTMENT PORTFOLIOS 3 Prudential Global Absolute Return Bond Fund MANAGEMENT AGREEMENT
Management Agreement • November 3rd, 2015 • Prudential Investment Portfolios 3 • New York

Agreement made the 1st day of October, 2015, between Prudential Investment Portfolios 3, a Delaware business trust (the Trust), on behalf of its series, the Prudential Global Absolute Return Bond Fund, and Prudential Investments LLC, a New York limited liability company (the Manager).

ARTICLE I DEFINITIONS
Custody Agreement • April 30th, 2003 • Strategic Partners Opportunity Funds • New York
Exhibit (a)(1) AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • February 1st, 2000 • Strategic Partners Series • Delaware
AMENDMENT
Custody Agreement • April 20th, 2015 • Prudential Investment Portfolios 3

Amendment made as of April 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.

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PRUDENTIAL REAL ASSETS SUBSIDIARY, LTD. A wholly-owned subsidiary of Prudential Real Assets Fund, a series of Prudential Investment Portfolios 3 Subadvisory Agreement
Subadvisory Agreement • April 30th, 2012 • Prudential Investment Portfolios 3

Agreement made as of this 30th day of September, 2011 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Jefferies Asset Management, LLC (the Subadviser or Jefferies), a Delaware limited liability company. WHEREAS, the Manager has entered into a Management Agreement, dated December 1,2010 (the Management Agreement) with Prudential Real Assets Subsidiary, Ltd (the Fund), an exempt company incorporated under the Companies Law (2010 Revision) of the Cayman Islands, and a wholly owned subsidiary of the Prudential Real Assets Fund (the Real Assets Fund), a non-diversified series of Prudential Investment Portfolios 3 (the Trust), a Delaware statutory trust and an open-end management investment company registered under the U.S. Investment Company Act of 1940, as amended (the 1940 Act), pursuant to which PI acts as Manager of the Fund; and WHEREAS, the Manager, acting pursuant to the Management Agreement, desires to retain the Subadviser to

PRUDENTIAL REAL ASSETS SUBSIDIARY, LTD. A wholly-owned subsidiary of Prudential Real Assets Fund, a series of Prudential Investment Portfolios 3 MANAGEMENT AGREEMENT
Management Agreement • September 27th, 2010 • Prudential Investment Portfolios 3 • New York

Agreement made the th day of December, 2010 between Prudential Real Assets Subsidiary, Ltd. (the Fund), a Cayman Islands exempt company and a wholly-owned subsidiary of Prudential Real Assets Fund, a series of Prudential Investment Portfolios 3 (the Real Asset Fund), and Prudential Investments LLC, a New York limited liability company (the Manager).

AMENDMENT
Custody Agreement • November 3rd, 2015 • Prudential Investment Portfolios 3

Amendment made as of October 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.

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • May 31st, 2006 • Strategic Partners Opportunity 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 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
Transfer Agency and Service Agreement • April 20th, 2015 • Prudential Investment Portfolios 3

AMENDMENT made as of April 1, 2015 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.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 15th, 2022 • Prudential Investment Portfolios 3 • 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.

SUB-SUBADVISORY AGREEMENT
Sub-Subadvisory Agreement • November 3rd, 2015 • Prudential Investment Portfolios 3 • New York

This Sub-Subadvisory Agreement is made and effective as of this 21st day of October, 2015 (the Effective Date) between Prudential Investment Management, Inc. (PIM or the Subadviser), a New Jersey corporation, and Pramerica Investment Management Limited (PIML), a U.K. limited company.

FUND OF FUNDS INVESTMENT AGREEMENT
Fund of Funds Investment Agreement • February 15th, 2022 • Prudential Investment Portfolios 3

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 3

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

AMENDMENT
Transfer Agency and Service Agreement • December 30th, 2010 • Prudential Investment Portfolios 3

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.

WITNESSETH
Management Agreement • April 30th, 2004 • Strategic Partners Opportunity Funds • New York
STRATEGIC PARTNERS OPPORTUNITY FUNDS Dryden Strategic Value Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • May 31st, 2006 • Strategic Partners Opportunity Funds • New York

Agreement made as of this 14th day of September, 2005 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),

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