0000067590-14-000653 Sample Contracts

PRUDENTIAL INVESTMENT PORTFOLIOS 12 Prudential Short Duration Muni High Income Fund MANAGEMENT AGREEMENT
Management Agreement • May 28th, 2014 • Prudential Investment Portfolios 12 • New York

Agreement made the 23rd day of May, 2014, between Prudential Investment Portfolios 12, a Delaware business trust (the Fund), on behalf of its series, Prudential Short Duration Muni High Income Fund, and Prudential Investments LLC, a New York limited liability company (the Manager).

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PRUDENTIAL INVESTMENT PORTFOLIOS 12 Prudential Long-Short Equity Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • May 28th, 2014 • Prudential Investment Portfolios 12 • New York

Agreement made as of this 14th day of May, 2014 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 INVESTMENT PORTFOLIOS 12 Prudential Long-Short Equity Fund MANAGEMENT AGREEMENT
Management Agreement • May 28th, 2014 • Prudential Investment Portfolios 12 • New York

Agreement made the 14th day of May, 2014, between Prudential Investment Portfolios 12, a Delaware business trust (the Trust), on behalf of its series, the Prudential Long-Short Equity Fund, and Prudential Investments LLC, a New York limited liability company (the Manager).

AMENDMENT
Prudential Investment Portfolios 12 • May 28th, 2014

Amendment made as of May 7, 2014 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 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.

PRUDENTIAL INVESTMENT PORTFOLIOS 12 Prudential Short Duration Muni High Income Fund SUBADVISORY AGREEMENT
Fund Subadvisory Agreement • May 28th, 2014 • Prudential Investment Portfolios 12 • New York

Agreement made as of this 23rd day of May, 2014 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 12 • May 28th, 2014

AMENDMENT made as of May 7, 2014 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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