0000067590-12-000603 Sample Contracts

PRUDENTIAL INVESTMENT PORTFOLIOS, INC. 15 Prudential Short Duration High Yield Income Fund MANAGEMENT AGREEMENT
Management Agreement • October 26th, 2012 • Prudential Investment Portfolios, Inc. 15 • New York

Agreement made the 1st day of October, 2012, between Prudential Investment Portfolios, Inc. 15, a Maryland corporation (the Fund), on behalf of its series, Prudential Short Duration High Yield Income Fund, and Prudential Investments LLC, a New York limited liability company (the Manager).

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SUBADVISORY AGREEMENT
Agreement • October 26th, 2012 • Prudential Investment Portfolios, Inc. 15 • New York

Agreement made as of this 1st day of October, 2012 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.

AMENDMENT
Prudential Investment Portfolios, Inc. 15 • October 26th, 2012

AMENDMENT made as of October 1, 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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