0001683863-19-002881 Sample Contracts

PRUDENTIAL INVESTMENT PORTFOLIOS 5 Prudential Day One 2065 Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • December 16th, 2019 • Prudential Investment Portfolios 5 • New York

Agreement made as of this 1st day of December, 2019 between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company, and QMA LLC (“QMA” or the “Subadviser”), a New Jersey limited liability company.

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PRUDENTIAL INVESTMENT PORTFOLIOS 5 Prudential Day One Funds MANAGEMENT AGREEMENT
Management Agreement • December 16th, 2019 • Prudential Investment Portfolios 5 • New York

Agreement made the 1st day of November, 2016, between Prudential Investment Portfolios 5, a Delaware business trust (the Trust), on behalf of certain of its series, as listed on Schedule A (the Prudential Day One Funds or the Funds), and Prudential Investments LLC, a New York limited liability company (the Manager).

AMENDMENT
Transfer Agency and Service Agreement • December 16th, 2019 • Prudential Investment Portfolios 5

AMENDMENT made as of December 2, 2019 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.

AMENDMENT
Custody Agreement • December 16th, 2019 • Prudential Investment Portfolios 5

Amendment made as of December 2, 2019, 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.

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