0000067590-10-000075 Sample Contracts

PRUDENTIAL INVESTMENT PORTFOLIOS 3 (formerly, JennisonDryden Opportunity Funds) Prudential Jennison Market Neutral Fund Subadvisory Agreement
Subadvisory Agreement • February 1st, 2010 • Jennisondryden Opportunity Funds • New York

Agreement made as of this day of April, 2010 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Jennison Associates LLC (the Subadviser or Jennison), a Delaware limited liability company.

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PRUDENTIAL INVESTMENT PORTFOLIOS 3 (formerly, JennisonDryden Opportunity Funds) Distribution Agreement
Distribution Agreement • February 1st, 2010 • Jennisondryden Opportunity Funds • New Jersey

Amended and restated Agreement made as of April , 2010 to the Agreement made as of May 29, 2008, between Prudential Investment Portfolios 3 (the Fund), and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

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PRUDENTIAL INVESTMENT PORTFOLIOS 3 (formerly, JennisonDryden Opportunity Funds) Prudential Jennison Market Neutral Fund MANAGEMENT AGREEMENT
Management Agreement • February 1st, 2010 • Jennisondryden Opportunity Funds • New York

Agreement made the __ day of April 2010, between Prudential Investment Portfolios 3 (the Trust), a Delaware statutory trust, and Prudential Investments LLC, a New York limited liability company (the Manager).

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