0001683863-24-002426 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • April 3rd, 2024 • Prudential Investment Portfolios 12

Agreement made the 1st day of April, 2024, between Prudential Investment Portfolios 12, a Delaware statutory trust (the Trust), on behalf of PGIM Moderate Retirement Spending Fund (the Fund), and PGIM Investments LLC, a New York limited liability company (the Manager).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • April 3rd, 2024 • Prudential Investment Portfolios 12

Agreement made as of this 1st day of April, 2024 between PGIM Investments LLC ("PGIM Investments" or the "Manager"), a New York limited liability company, and PGIM DC Solutions LLC, (the "Subadviser" or "DCS"), a Delaware limited liability company.

AMENDMENT
Prudential Investment Portfolios 12 • April 3rd, 2024

AMENDMENT made as of April 1, 2024 to that certain Fund Administration and Accounting Agreement dated as of February 3, 2006, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (collectively, the "Funds") and The Bank of New York Mellon (formerly, The Bank of New York) ("BNY") (such Fund Administration and Accounting Agreement, as amended, hereinafter referred to as the "Accounting Agreement"). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Accounting Agreement.

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • April 3rd, 2024 • Prudential Investment Portfolios 12

AMENDMENT made as of April 1, 2024 (the "Effective Date") 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 (each, a "Fund") and The Bank of New York Mellon (formerly, The Bank of New York) ("Custodian") (such Custody Agreement, as amended, 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 12 • April 3rd, 2024

AMENDMENT made as of April 1, 2024 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.

FUND OF FUNDS INVESTMENT AGREEMENT
Funds Investment Agreement • April 3rd, 2024 • Prudential Investment Portfolios 12

THIS AGREEMENT, dated as of April 1, 2024, is made among each Acquiring Fund set forth on Schedule A (each, an "Investing Fund"), severally and not jointly, and the investment trusts listed on Schedule A, on behalf of themselves and their respective series also listed on Schedule A, severally and not jointly (each, a "Vanguard Fund" and together with the Investing Funds, the "Funds").

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