0001133228-06-000779 Sample Contracts

JENNISON VALUE FUND Amended and Restated Distribution Agreement
Distribution Agreement • December 29th, 2006 • Jennison Value Fund • New Jersey

Amendment dated December 1, 2006 to the Agreement made as of June 1, 1998, between Jennison Value Fund (formerly Prudential Equity Income Fund) (the Fund), and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

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JENNISON VALUE FUND Underwriting and Distribution Agreement
Underwriting and Distribution Agreement • December 29th, 2006 • Jennison Value Fund • New Jersey

Amendment dated December 1, 2006, between Jennison Value Fund (formerly Prudential Equity Income Fund) (the Fund), and American Skandia Marketing, Incorporated (the Distributor), a Maryland corporation.

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