0000067590-17-000994 Sample Contracts

PRUDENTIAL INVESTMENT PORTFOLIOS 5 Prudential 60/40 Allocation Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • September 12th, 2017 • Prudential Investment Portfolios 5 • New York

Agreement made as of this 1st day of September, 2017 between PGIM Investments LLC (“PGIM Investments” 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 5 Prudential 60/40 Allocation Fund MANAGEMENT AGREEMENT
Management Agreement • September 12th, 2017 • Prudential Investment Portfolios 5 • New York

Agreement made the 1st day of September, 2017, between Prudential Investment Portfolios 5, a Delaware business trust (the Trust), on behalf of its series, the Prudential 60/40 Allocation Fund, and PGIM Investments LLC, a New York limited liability company (the Manager).

AMENDMENT
Prudential Investment Portfolios 5 • September 12th, 2017

Amendment made as of September 1, 2017, 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
Prudential Investment Portfolios 5 • September 12th, 2017

AMENDMENT made as of September 1, 2017 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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