0000067590-15-000297 Sample Contracts

PRUDENTIAL INVESTMENT PORTFOLIOS 3 Prudential Global Tactical Allocation Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • April 20th, 2015 • Prudential Investment Portfolios 3 • New York

Agreement made as of this 1st day of April, 2015 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.

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PRUDENTIAL INVESTMENT PORTFOLIOS 3 Prudential Global Tactical Allocation Fund MANAGEMENT AGREEMENT
Management Agreement • April 20th, 2015 • Prudential Investment Portfolios 3 • New York

Agreement made the 1st day of April, 2015 between Prudential Investment Portfolios 3 (the Trust), a Delaware statutory trust, and Prudential Investments LLC, a New York limited liability company (the Manager).

AMENDMENT
Custody Agreement • April 20th, 2015 • Prudential Investment Portfolios 3

Amendment made as of April 1, 2015 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.

AMENDMENT
Transfer Agency and Service Agreement • April 20th, 2015 • Prudential Investment Portfolios 3

AMENDMENT made as of April 1, 2015 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.

PRUDENTIAL GLOBAL TACTICAL ALLOCATION SUBSIDIARY, LTD. A wholly-owned subsidiary of Prudential Global Tactical Allocation Fund, a series of Prudential Investment Portfolios 3 MANAGEMENT AGREEMENT
Management Agreement • April 20th, 2015 • Prudential Investment Portfolios 3 • New York

Agreement made the 1st day of April, 2015 between Prudential Global Tactical Allocation Subsidiary, Ltd. (the Fund), a Cayman Islands exempt company and a wholly-owned subsidiary of Prudential Global Tactical Allocation Fund, a series of Prudential Investment Portfolios 3 (the Global Tactical Allocation Fund), and Prudential Investments LLC, a New York limited liability company (the Manager).

Subadvisory Agreement
Subadvisory Agreement • April 20th, 2015 • Prudential Investment Portfolios 3 • New York

Agreement made as of this 1st day of April, 2015 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.

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