0000067590-10-000393 Sample Contracts

PRUDENTIAL INVESTMENT PORTFOLIOS 3 (formerly JennisonDryden Opportunity Funds) Prudential Jennison Market Neutral Fund MANAGEMENT AGREEMENT
Management Agreement • April 23rd, 2010 • Prudential Investment Portfolios 3 • New York

Agreement made the 23rd day of April, 2010 between Prudential Investment Portfolios 3 (the Trust), a Delaware statutory trust, and Prudential Investments LLC, a New York limited liability company (the Manager).

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AMENDMENT
Custody Agreement • April 23rd, 2010 • Prudential Investment Portfolios 3

AMENDMENT made as of April 23, 2010 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 Corporation (formerly, 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.

AMENDMENT
Transfer Agency and Service Agreement • April 23rd, 2010 • Prudential Investment Portfolios 3

AMENDMENT made as of April 23, 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.

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