0000067590-10-000693 Sample Contracts

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 27th, 2010 • Prudential Investment Portfolios 3 • New York

Agreement made as of this day of December, 2010 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Prudential Investment Management, Inc. (PIM or the Subadviser), a New Jersey corporation.

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Prudential Real Assets Fund MANAGEMENT AGREEMENT
Management Agreement • September 27th, 2010 • Prudential Investment Portfolios 3 • New York

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

SUBADVISORY AGREEMENT
Subadvisory Agreement • September 27th, 2010 • Prudential Investment Portfolios 3 • New York

Agreement made as of this day of December, 2010 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Quantitative Management Associates LLC (QMA or the Subadviser), a New Jersey limited liability company.

Subadvisory Agreement
Subadvisory Agreement • September 27th, 2010 • Prudential Investment Portfolios 3 • New York

Agreement made as of this day of December, 2010 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Quantitative Management Associates LLC (the Subadviser or QMA), a New Jersey limited liability company.

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).

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