0001133228-07-000440 Sample Contracts

JENNISONDRYDEN PORTFOLIOS (f/k/a Jennison Value Fund, f/k/a Prudential Value Fund) Dryden US Equity Active Extension Fund Distribution Agreement
Distribution Agreement • December 21st, 2007 • Jennisondryden Portfolios • New Jersey

Agreement made as of December 27, 2007, between JennisonDryden Portfolios and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

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JENNISONDRYDEN PORTFOLIOS (f/k/a Jennison Value Fund, f/k/a Prudential Value Fund) Dryden US Equity Active Extension Fund MANAGEMENT AGREEMENT
Management Agreement • December 21st, 2007 • Jennisondryden Portfolios • New York

Agreement made the 27th day of December 2007 between JennisonDryden Portfolios, a Massachusetts business trust (the Fund), on behalf of its Series, Dryden US Equity Active Extension Fund (the Series), and Prudential Investments LLC (f/k/a Prudential Investments Fund Management LLC), a New York limited liability company (PI or the Manager).

JENNISONDRYDEN PORTFOLIOS Dryden US Equity Active Extension Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • December 21st, 2007 • Jennisondryden Portfolios • New York

Agreement made as of this 27th day of December 2007 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Quantitative Management Associates LLC, a New Jersey limited liability company (QMA or the Subadviser),

AMENDMENT
Custody Agreement • December 21st, 2007 • Jennisondryden Portfolios

AMENDMENT made as of December 27, 2007 to that certain Custody Agreement dated as of November 7, 2002, and amended as of June 6, 2005, between each Fund listed on the attached Schedule A thereto, including any series thereof (the “Fund”) and The Bank of New York (“Custodian”) (such Global 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 • December 21st, 2007 • Jennisondryden Portfolios

AMENDMENT made as of December 27, 2007 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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