0001104659-14-069265 Sample Contracts

PRUDENTIAL JENNISON MLP INCOME FUND, INC. SUBADVISORY AGREEMENT
Subadvisory Agreement • September 30th, 2014 • Prudential Jennison MLP Income Fund, Inc. • New York

Agreement made the 26th day of September, 2014 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Jennison Associates LLC (Jennison), a Delaware limited liability company.

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PRUDENTIAL JENNISON MLP INCOME FUND, INC. MANAGEMENT AGREEMENT
Management Agreement • September 30th, 2014 • Prudential Jennison MLP Income Fund, Inc. • New York

Agreement made the 26th day of September, 2014 between Prudential Jennison MLP Income Fund, Inc. (the Fund), a Maryland corporation, and Prudential Investments LLC, a New York limited liability company (the Manager).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • September 30th, 2014 • Prudential Jennison MLP Income Fund, Inc.

THIS AGREEMENT is made, as of July 1, 2005, separately by and between each separate registered investment company set forth on Exhibit A dated July 1, 2005 attached hereto (each a “Fund”) and PFPC INC. (“PFPC”). As used herein, the term “Agreement” shall mean this Accounting Services Agreement and any and all exhibits and schedules attached hereto and any amendments to any of the foregoing executed in accordance with the terms of this Accounting Services Agreement.

AMENDMENT
Prudential Jennison MLP Income Fund, Inc. • September 30th, 2014

AMENDMENT made as of September 19, 2014 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 to Transfer Agency and Service Agreement
Transfer Agency and Service Agreement • September 30th, 2014 • Prudential Jennison MLP Income Fund, Inc. • New Jersey

This Amendment (“Amendment”), effective as of September 19, 2014 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”) dated March 8, 2012, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”) and each of the Prudential Investments Closed-End Companies listed on Exhibit A attached to the Agreement (each, a “Company”).

AMENDMENT
Prudential Jennison MLP Income Fund, Inc. • September 30th, 2014

AMENDMENT made as of September 19, 2014 to that certain Accounting Services Agreement made separately by and between each separate registered investment company set forth on Exhibit A thereto (each a “Fund”) and The Bank of New York Mellon (successor by assignment to BNY Mellon Investment Servicing Trust Company, formerly PFPC Trust Company) (“BNYIS”), which agreement was initially entered into with respect to certain of the Funds on July 1, 2005, as amended by the fee schedule on and as amended from time to time (such Accounting Services Agreement 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.

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