0000067590-12-000295 Sample Contracts

Subadvisory Agreement
Subadvisory Agreement • June 1st, 2012 • Prudential World Fund, Inc. • New York

Agreement made as of this 5th day of June, 2012 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Jennison Associates LLC (the Subadviser or Jennison), a Delaware limited liability company.

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PRUDENTIAL WORLD FUND, INC. Prudential Jennison International Opportunities Fund MANAGEMENT AGREEMENT
Management Agreement • June 1st, 2012 • Prudential World Fund, Inc. • New York

Agreement made the 5th day of June, 2012, between Prudential World Fund, Inc., a Maryland corporation (the Fund), on behalf of its series, Prudential Jennison International Opportunities Fund, and Prudential Investments LLC, a New York limited liability company (the Manager).

AMENDMENT
Prudential World Fund, Inc. • June 1st, 2012

Amendment made as of June 5, 2012 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 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
Prudential World Fund, Inc. • June 1st, 2012

AMENDMENT made as of June 5, 2012 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. WHEREAS, the parties wish to amend the TA Agreement to add certain funds and or series thereof as parties to the TA Agreement. NOW, THEREFORE, for and in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows: 1. Exhibit A of the TA Agreement shall be amended as set forth in this Amendment, attached hereto and made a part hereof. 2. Each party represents to the other that this Amendment has been duly executed.

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