0001104659-05-046563 Sample Contracts

Strategic Partners Asset Allocation Funds Small/Mid-Capitalization Value Equity Sleeves SUBADVISORY AGREEMENT
Subadvisory Agreement • September 30th, 2005 • Strategic Partners Asset Allocation Funds • New York

Agreement made as of this 6th day of July 2005 between Prudential Investments LLC (PI or the Manager), a New York limited liability company and Vaughan Nelson Investment Management, L.P. (Vaughan Nelson or the Subadviser), a Delaware limited partnership.

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STRATEGIC PARTNERS ASSET ALLOCATION FUNDS Amended and Restated Distribution Agreement
Distribution Agreement • September 30th, 2005 • Strategic Partners Asset Allocation Funds • New Jersey

Agreement made as of May 25, 2004, between Strategic Partners Asset Allocation Funds, a Delaware business trust (the Fund), and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

CUSTODIAN SERVICES AGREEMENT
Custodian Services Agreement • September 30th, 2005 • Strategic Partners Asset Allocation Funds

THIS AGREEMENT is made, as of July 1, 2005, separately by and between each separate registered investment company set forth on Exhibit A (dated July 1, 2005) attached hereto (each a “Fund”) and PFPC TRUST COMPANY (“PFPC Trust”). As used herein, the term “Agreement” shall mean this Custodian Services Agreement and any and all exhibits and schedules attached hereto and any amendments to any of the foregoing executed in accordance with the terms of this Custodian Services Agreement.

Amended and Restated Management Agreement
Management Agreement • September 30th, 2005 • Strategic Partners Asset Allocation Funds • New York

Agreement made the 12th day of November, 1998, between Prudential Diversified Funds and Prudential Investments Fund Management LLC, a New York limited liability company, as amended and restated this 25th day of May 2004 between Strategic Partners Asset Allocation Funds (the Trust), and Prudential Investments LLC, a New York limited liability company (the Manager).

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