Prudential Investment Portfolios 8 Sample Contracts

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CUSTODIAN CONTRACT Between THE PRUDENTIAL INSTITUTIONAL FUND and STATE STREET BANK AND TRUST COMPANY
Custodian Contract • April 4th, 1997 • Prudential Institutional Fund • Massachusetts
EXHIBIT 99.9(c) TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • October 11th, 1996 • Prudential Institutional Fund • New Jersey
THIRD AMENDMENT TO AGREEMENT AND DECLARATION OF TRUST OF PRUDENTIAL DRYDEN FUND
Agreement and Declaration of Trust • January 22nd, 1998 • Prudential Dryden Fund
TABLE OF CONTENTS
Transfer Agency and Service Agreement • April 4th, 1997 • Prudential Institutional Fund • New Jersey
AGREEMENT AND DECLARATION OF TRUST
Trust Agreement • April 4th, 1997 • Prudential Institutional Fund • Delaware
WITNESSETH
Distribution Agreement • November 27th, 1998 • Prudential Index Series Fund • New Jersey
WITNESSETH
Distribution Agreement • November 27th, 1996 • Prudential Institutional Fund • New York
CUSTODY AGREEMENT
Custody Agreement • November 30th, 2005 • Dryden Index Series Fund • 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”).

BY-LAWS OF
By-Laws • December 5th, 2000 • Prudential Index Series Fund
AMENDMENT
Transfer Agency and Service Agreement • July 1st, 2019 • Prudential Investment Portfolios 8

AMENDMENT made as of June 17, 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.

AMENDMENT
Custody Agreement • July 1st, 2019 • Prudential Investment Portfolios 8

AMENDMENT made as of June 17, 2019, 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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BY-LAWS OF
By-Laws • April 4th, 1997 • Prudential Institutional Fund
MANAGEMENT AGREEMENT
Management Agreement • July 1st, 2019 • Prudential Investment Portfolios 8 • New York

Agreement made the 28th day of June, 2019, between Prudential Investment Portfolios 8, a Delaware statutory trust (the Trust), on behalf of its series, the PGIM Securitized Credit Fund (the Fund), and PGIM Investments LLC, a New York limited liability company (the Manager).

RESTATED BY-LAWS OF
By-Laws • November 29th, 2004 • Dryden Index Series Fund
SUBADVISORY AGREEMENT
Subadvisory Agreement • July 1st, 2019 • Prudential Investment Portfolios 8 • New York

Agreement made as of this 28th day of June 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 (PGIM Limited and together with PGIM, the Subadvisers).

AMENDMENT
Custody Agreement • November 30th, 2005 • Dryden Index Series Fund

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.

ADDITION OF PORTFOLIOS TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • July 1st, 2019 • Prudential Investment Portfolios 8

This document relates to the addition by each registered investment company listed on Attachment A to this document (each an "Additional Fund") to the Agreement (as defined below) of its investment portfolio listed on Attachment A to this document.

A-1
Dealer Agreement • November 27th, 1998 • Prudential Index Series Fund • New Jersey
Prudential Investment Portfolios 8 Prudential Stock Index Fund AMENDMENT TO MANAGEMENT AGREEMENT
Management Agreement • November 24th, 2014 • Prudential Investment Portfolios 8

Amendment to Management Agreement made this 1st day of April, 2014, between Prudential Investment Portfolios 8 (PIP 8), on behalf of its series, Prudential Stock Index Fund, and Prudential Investments LLC (the Manager). WHEREAS PIP 8 and the Manager have mutually agreed to revise Schedule A of the Management Agreement, in order to reduce the management fee rate pursuant to which PIP 8 compensates the Manager for the services provided by the Manager to Prudential Stock Index Fund under the Management Agreement;

Prudential Investment Portfolios 8 Prudential Stock Index Fund AMENDMENT TO SUBADVISORY AGREEMENT
Subadvisory Agreement • November 24th, 2014 • Prudential Investment Portfolios 8

Amendment to Subadvisory Agreement made this 1st day of April, 2014, between Prudential Investments LLC (the Manager) and Quantitative Management Associates LLC (QMA). WHEREAS the Manager and QMA have mutually agreed to revise Schedule A of the Subadvisory Agreement, in order to reduce the subadvisory fee rate pursuant to which the Manager compensates QMA for the services provided by QMA to Prudential Stock Index Fund under the Subadvisory Agreement;

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