PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 15 PGIM High Yield Fund AMENDED AND RESTATED SUBADVISORY AGREEMENT

PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 15
PGIM High Yield Fund 

AMENDED AND RESTATED SUBADVISORY AGREEMENT 

Agreement amended and restated made as of this 12^th day of September, 2019 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 Limited, a U.K. limited company, (PGIM Limited and together with PGIM, the Subadvisers). 

WHEREAS, the Manager has entered into a Management Agreement (the Management Agreement) dated July 17, 2003, with Prudential Investment Portfolios, Inc. 15, a Maryland corporation (the Corporation) and a diversified, open-end management investment company registered under the Investment Company Act of 1940 as amended (the 1940 Act), pursuant to which PGIM Investments acts as Manager of the PGIM High Yield Fund, a series of the Corporation (referred to herein as the Fund); and 

WHEREAS, the Manager desires to retain the Subadviser to provide investment advisory services to the Fund and one or more of its series as specified in Schedule A hereto (individually and collectively, with the Fund, referred to herein as the Fund) and to manage such portion of the Fund as the Manager shall from time to time direct, and the Subadviser is willing to render such investment advisory services; and 

WHEREAS, PGIM Limited is authorized and regulated in the United Kingdom by the Financial Conduct Authority and both PGIM Limited and PGIM are each registered with the Securities and Exchange Commission (the Commission) as an investment adviser under the Investment Advisers Act of 1940, as amended (the Advisers Act). 

NOW, THEREFORE, the Parties agree as follows: 

1. (a) Subject to the supervision of the Manager and the Board of Directors of the Fund, the Subadvisers shall manage such portion of the Fund's portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such Prospectus and Statement of Additional Information as currently in effect and as amended or supplemented from time to time, being herein called the "Prospectus"), and subject to the following understandings: 

(i) The Subadvisers shall provide supervision of such portion of the Fund's investments as the Manager shall direct, and shall determine from time to time what investments and securities will be purchased, retained, sold or loaned by the Fund, and what portion of the assets will be invested or held uninvested as cash. 

(ii) In the performance of their duties and obligations under this Agreement, the Subadvisers shall act in conformity  with the copies of the Articles of Incorporation, By-Laws and Prospectus of the Fund provided to it by the Manager (the Fund Documents) and with the instructions and directions of the Manager and of the Board of Directors of the Fund, co-operate with the Manager's (or its designee's) personnel responsible for monitoring the Fund's compliance and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations. In connection therewith, the Subadvisers shall, among other things, prepare and file such reports as are, or may in the future be, required by the Commission.  The Manager shall provide Subadvisers timely with copies of any updated Fund documents. 

The Subadvisers shall determine the securities and futures contracts to be purchased or sold by such portion of the Fund's portfolio, as applicable, and will place orders with or through such persons, brokers, dealers or futures commission merchants (including but not limited to Prudential Securities Incorporated (or any broker or dealer affiliated with the Subadvisers) to carry out the policy with respect to brokerage as set forth in the Fund's Prospectus or as the Board of Directors may direct from time to time. In providing the Fund with investment supervision, it is recognized that the Subadvisers will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Subadvisers may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadvisers’ other clients may be a party. The Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the "1934 Act"), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker­ dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadvisers) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission. 

On occasions when the Subadvisers deem the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadvisers, the Subadvisers, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadvisers in the manner the Subadvisers consider to be the most equitable and consistent with their fiduciary obligations to the Fund and to such other clients. 

(iii) Each Subadviser shall maintain all books and records with respect to the Fund's portfolio transactions effected by it as required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 3 la- 1 under the 1940 Act, and shall render to the Fund's Board of Directors such periodic and special reports as the Directors may reasonably request. The Subadvisers shall make reasonably available their employees and officers for consultation with any of the Directors or officers or employees of the Fund with respect to any matter discussed herein, including, without limitation, the valuation of the Fund's securities. 

(iv) Each Subadviser or an affiliate shall provide the Fund's Custodian on each business day with information relating to all transactions concerning the portion of the Fund's assets it manages, and shall provide the Manager with such information upon request of the Manager. 

(v) The investment management services provided by the Subadvisers hereunder are not to be deemed exclusive, and the Subadvisers shall be free to render similar services to others. Conversely, the Subadvisers and Manager understand and agree that if the Manager manages the Fund in a "manager-of-managers" style, the Manager will, among other things, (i) continually evaluate the performance of the Subadvisers through quantitative and qualitative analysis and consultations with the Subadvisers, (ii) periodically make recommendations to the Fund's Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Fund's Board regarding the results of its evaluation and monitoring functions. The Subadvisers recognize that their services may be terminated or modified pursuant to this process. 

(vi) The Subadvisers acknowledge that the Manager and the Fund intend to rely on Rule 17a-10, Rule l0f- 3, Rule 12d3-l and Rule 17e-1 under the 1940 Act, and the Subadvisers hereby agree that they shall not consult with any other subadviser to the Fund with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets. 

The Subadvisers further acknowledge that they shall not consult with any other subadviser of the Fund that is a principal underwriter or an affiliated person of a principal underwriter with respect to transactions in securities for the Fund's portfolio or any other transaction of Fund assets, and that their investment advisory responsibilities as set forth in this Agreement are limited to such discrete portion of the Fund's portfolio as determined by the Manager. 

(b) The Subadvisers shall authorize and permit any of their directors, officers and employees who may be elected as Directors or officers of the Fund to serve in the capacities in which they are elected. Services to be furnished by the Subadvisers under this Agreement may be furnished through the medium of any of such directors, officers or employees. 

(c) The Subadvisers shall keep the Fund's books and records required to be maintained by the Subadvisers pursuant to paragraph l(a) hereof and shall timely furnish to the Manager all information relating to the Subadvisers’ services hereunder needed by the Manager to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act or any successor regulation. The Subadvisers agree that all records which they maintain for the Fund are the property of the Fund, and the Subadvisers will surrender promptly to the Fund any of such records upon the Fund's request, provided, however, that the Subadvisers may retain a copy of such records. The Subadvisers further agree to preserve for the periods prescribed by Rule 31a-2 of the Commission under the 1940 Act or any successor regulation any such records as are required to be maintained by it pursuant to paragraph l(a) hereof. 

(d) In connection with their duties under this Agreement, the Subadvisers agree to maintain adequate compliance procedures to ensure their compliance with the 1940 Act, the Advisers Act, and other applicable state and federal regulations. 

(e) The Subadvisers shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(d) hereof as the Manager may reasonably request. 

(f) The Subadvisers shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Fund's portfolio, subject to such reporting and other requirements as shall be established by the Manager. 

1. The Manager shall continue to have responsibility for all services to be provided to the Fund pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadvisers’ performance of their duties under this Agreement. The Manager shall provide (or cause the Fund's custodian to provide) timely information to the Subadvisers regarding such matters as the composition of assets in the portion of the Fund managed by the Subadvisers, cash requirements and cash available for investment in such portion of the Fund, and all other information as may be reasonably necessary for the Subadvisers to perform their duties hereunder (including any excerpts of minutes of meetings of the Board of Directors of the Fund that affect the duties of the Subadvisers). 

2. For the services provided and the expenses assumed pursuant to this Agreement, the Manager shall pay the Subadvisers as full compensation therefor, a fee equal to the percentage of the Fund's average daily net assets of the portion of the Fund managed by the Subadvisers as described in the attached Schedule A. Liability for payment of compensation by the Manager to the Subadvisers under this Agreement is contingent upon the Manager's receipt of payment from the Fund for management services described under the Management Agreement between the Fund and the Manager. Expense caps or fee waivers for the Fund that may be agreed to by the Manager, but not agreed to by the Subadvisers, shall not cause a reduction in the amount of the payment to the Subadvisers by the Manager. 

3. The Subadvisers shall not be liable for any error of judgment or for any loss suffered by the Fund or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadvisers’ part in the performance of their duties or from their reckless disregard of their obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Fund may have against the Subadvisers under federal or state securities laws. The Manager shall indemnify each Subadviser, its affiliated persons, and their officers, directors and employees for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Manager's willful misfeasance, bad faith, gross negligence, reckless disregard of their duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. Each Subadviser shall indemnify the Manager, its affiliated persons, and their officers, directors and employees for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. 

4. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time, without the payment of any penalty, by the Board of Directors of the Fund or by vote of a majority of the outstanding voting securities (as defined in the 0000 Xxx) of the Fund, or by the Manager or a Subadviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall terminate automatically in the event of their assignment (as defined in the 0000 Xxx) or upon the termination of the Management Agreement. The Subadvisers agree that they will promptly notify the Fund and the Manager of the occurrence or anticipated occurrence of any event that would result in the assignment (as defined in the 0000 Xxx) of this Agreement, including, but not limited to, a change or anticipated change in control (as defined in the 0000 Xxx) of the Subadvisers; provided that the Subadvisers need not provide notice of such an anticipated event before the anticipated event is a matter of public record. 

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager and/or Fund at 000 Xxxxx Xxxxxx, 00xx Xxxxx, Xxxxxx, XX 07102- 4077, Attention: Secretary; and (2) to the Subadvisers at 000 Xxxxx Xxxxxx, Xxxxxx, XX 00000, Attention: Chief Legal Officer (for PGIM) and at Xxxxx Xxxxxxxxx 0-0 Xxxxxx Xxxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX, Attention: Chief Legal Officer (for PGIM Limited).  

5. Nothing in this Agreement shall limit or restrict the right of any of the Subadvisers’ directors, officers or employees who may also be a Director, officer or employee of the Fund to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadvisers’ right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association. 

6. During the term of this Agreement,  the Manager agrees to furnish the Subadvisers at their principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadvisers in any way, prior to use thereof and not to use material if the Subadvisers reasonably object in writing five business days (or such other time as may be mutually agreed) after receipt thereof. Sales literature may be furnished to the Subadvisers hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery. 

7. This Agreement may be amended by mutual consent, but the consent of the Fund must be obtained in conformity with the requirements of the 1940 Act. 

8. This Agreement shall be governed by the laws of the State of New York. 

9. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. 

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written. 

PGIM INVESTMENTS LLC 

By: /s/ Xxxxx X. Xxxxxxxx  

Name: Xxxxx X. Xxxxxxxx  

Title: Executive Vice President  

PGIM, INC. 

By: /s/ Xxxxxx X. Xxxxxxxxxx  

Name: Xxxxxx X. Xxxxxxxxxx  

Title: Vice President  

PGIM LIMITED 

By: /s/ Xxxxxxx Xxxxxxxxx  

Name: Xxxxxxx Xxxxxxxxx  

Title: Director  

SCHEDULE A 

PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 15 

As compensation for services provided by PGIM Fixed Income, a business unit of PGIM, Inc. (PGIM), and PGIM Limited (together, the Subadvisers), PGIM Investments will pay the Subadvisers, in aggregate, an advisory fee on the net asset value of the portion of the Fund’s portfolio that is managed by the Subadvisers that is equal, on an annualized basis, to the following: 

Fund Name

Advisory Fee

PGIM High Yield Fund

0.250% on average daily net assets up to and including $250 million;  0.238% on the next $500 million of average daily net assets;  0.225% on the next $750 million of average daily net assets;  0.213% on the next $500 million of average daily net assets;  0.200% on the next $500 million of average daily net assets;  0.188% on the next $500 million of average daily net assets;  0.175% on average daily net assets exceeding $3 billion.

Dated as of September 12, 2019.