0001683863-21-005400 Sample Contracts

PRUDENTIAL INVESTMENT PORTFOLIOS 3 PGIM Wadhwani Systematic Absolute Return Fund MANAGEMENT AGREEMENT
Management Agreement • September 28th, 2021 • Prudential Investment Portfolios 3 • New York

Agreement made the 16th day of September, 2021, between Prudential Investment Portfolios 3, a Delaware statutory trust (the Trust), on behalf of its series, the PGIM Wadhwani Systematic Absolute Return Fund (the Fund), and PGIM Investments LLC, a New York limited liability company (the Manager).

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PRUDENTIAL INVESTMENT PORTFOLIOS 3 PGIM Wadhwani Systematic Absolute Return Fund SUBADVISORY AGREEMENT
Subadvisory Agreement • September 28th, 2021 • Prudential Investment Portfolios 3 • New York

Agreement made as of this 16th day of September, 2021 between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company and QMA Wadhwani LLP (the “Subadviser”), a limited liability partnership established in England and Wales.

AMENDMENT
Prudential Investment Portfolios 3 • September 28th, 2021

Amendment made as of September 16, 2021, 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 3 • September 28th, 2021

AMENDMENT made as of September 16, 2021 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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