0001104659-06-056965 Sample Contracts

Amended and Restated Distribution Agreement
Distribution Agreement • August 24th, 2006 • Dryden Tax Managed Funds • New Jersey

Amendement dated , 2006 to the agreement made as of December 8, 1998, between Dryden Tax-Managed Funds (formerly known as Prudential Tax-Managed Funds and prior thereto as Prudential Tax-Managed Equity Fund) (the Fund) on behalf of Dryden Large-Cap Core Equity Fund, and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

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