THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC. Prudential Conservative Allocation Fund Prudential Growth Allocation Fund Prudential Moderate Allocation Fund THIRD AMENDMENT TO SUBADVISORY AGREEMENT
THE PRUDENTIAL INVESTMENT PORTFOLIOS,
INC.
Prudential Conservative Allocation Fund
Prudential Growth Allocation Fund
Prudential Moderate Allocation Fund
THIRD AMENDMENT TO SUBADVISORY AGREEMENT
This THIRD AMENDMENT (the “Amendment”),
dated and effective as of July 1, 2017 (the “Effective Date”) is made part of the Subadvisory Agreement (the “Agreement”),
dated February 17, 2004, as amended July 1, 2004, and as further amended April 29, 2011, between Prudential Investments LLC (now
known as PGIM Investments LLC (“PGIM Investments”)) and Quantitative Management Associates LLC or its predecessors
(“QMA”) for each of the above-listed Funds, each of which is a series of The Prudential Investment Portfolios, Inc.
WHEREAS, PGIM Investments and QMA desire to amend the Agreement with respect to the compensation to be paid by PGIM Investments
to QMA for services provided by QMA pursuant to the Agreement; and
WHEREAS the Funds’ Board of Directors has approved this Amendment to the Agreement;
NOW THEREFORE, for and in consideration of the continuation
of the Agreement for its current term, and other good and valuable consideration, PGIM Investments and QMA hereby amend the Agreement
to provide for the compensation to be paid by PGIM Investments to QMA, as described in the attached Schedule A, for the same term,
including renewals, as the Agreement and upon the same terms and conditions as described in the Agreement.
IN WITNESS WHEREOF, the parties have caused this Amendment to the Agreement to be duly executed as of the Effective Date.
PGIM INVESTMENTS LLC
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Executive Vice President
QUANTITATIVE MANAGEMENT ASSOCIATES LLC
By: /s/ Xxxxxx Xxxxx
Xxxxxx Xxxxx, Chairman & Chief Executive Officer
SCHEDULE A
THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.
Prudential Conservative Allocation Fund
Prudential Moderate Allocation Fund
Prudential Growth Allocation Fund
As compensation for the subadvisory services provided
by QMA, PGIM Investments will pay QMA an advisory fee on the net asset value of the portion of the Fund’s portfolio that
is managed by QMA that is equal, on an annualized basis, to the following:
Fund Name Advisory Fee (as a % of average daily net assets)
Prudential Conservative Allocation Fund 0.05% of average daily net assets
Prudential Moderate Allocation Fund 0.05% of average daily net assets
Prudential Growth Allocation Fund 0.05% of average daily net assets
