Item
28. Exhibits.
(a)(1) Agreement
and Declaration of Trust. Incorporated by reference to Exhibit No. 1 to the Registration Statement on Form N-1A (File No. 333-43491)
filed on December 30, 1997.
(2) First
Amendment to Agreement and Declaration of Trust. Incorporated by reference to Exhibit No. 1(b) to Pre-Effective Amendment
No. 1 to the Registration Statement on Form N-1A (File No. 333-43491) filed on April 30, 1998.
(3) Certificate
of Trust. Incorporated by reference to Exhibit No. 1(c) to Pre-Effective Amendment No. 1 to the Registration Statement on
Form N-1A (File No. 333-43491) filed on April 30, 1998.
(4) First
Amendment to Certificate of Trust. Incorporated by reference to Exhibit No. 1(d) to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 333-43491) filed on April 30, 1998.
(5) Certificate
of Amendment to the Certificate of Trust, dated July 3, 2003. Incorporated by reference to Exhibit (a)(5) to Post-Effective
Amendment No. 8 to the Registration Statement on Form N-1A filed via EDGAR on March 29, 2004 (File No. 333-43491).
(6) Restated
Agreement and Declaration of Trust dated May 25, 2004. Incorporated by reference to Exhibit (a)(6) to Post-Effective Amendment
No. 9 to the Registration Statement on Form N-1A filed via EDGAR on May 28, 2004 (File No. 333-43491).
(7)
Certificate of Amendment to Certificate of Trust, dated February 3, 2010. Incorporated by reference to corresponding exhibit to
Post-Effective Amendment No. 17 to the Registration Amendment on Form N-1A filed via EDGAR on March 31, 2010 (File No. 333-43491).
(8)
Certificate of Amendment to Certificate of Trust, dated October 31, 2013. Incorporated by reference to Exhibit (a)(8) to Post-Effective
Amendment No. 26 to the Registration Statement on Form N-1A filed via EDGAR on October 4, 2013 (File No. 333-43491).
(b) Restated
By-Laws dated November 16, 2004. Incorporated by reference to Exhibit (b)(2) to Post-Effective Amendment No. 10 to the Registration
Amendment on Form N-1A filed via EDGAR on January 28, 2005 (File No. 333-43491).
(c) Instruments
defining rights of shareholders. Incorporated by reference to Exhibit No. 4 to the Registration Statement on Form N-1A (File No.
333-43491) filed on December 30, 1997.
(d)(1) Management
Agreement between Prudential Jennison 20/20 Focus Fund (now known as Prudential Investment Portfolios 18) and Prudential Investments
Fund Management LLC (now known as Prudential Investments LLC). Incorporated by reference to Exhibit (d)(1) to Post-Effective
Amendment No. 6 to the Registration Statement on Form N-1A (File No. 333-43491) filed on March 28, 2002.
(2) Subadvisory
Agreement between Prudential Investments Fund Management LLC (now known as Prudential Investments LLC) and Jennison Associates
LLC with respect to Prudential Jennison 20/20 Focus Fund. Incorporated by reference to Exhibit (d)(2) to Post-Effective Amendment
No. 6 to the Registration Statement on Form N-1A (File No. 333-43491) filed on March 28, 2002.
(3)
Management Agreement between Prudential Investment Portfolios 18 and Prudential Investments LLC, with respect to the Prudential
Jennison MLP Fund. Incorporated by reference to Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A filed
via EDGAR on December 17, 2013 (File No. 333-43491).
1
(i)
Management Fee Waiver and/or Expense Reinbursement for Prudential Jennison MLP Fund. Incorporated by reference to Post-Effective
Amendment No. 27 to the Registration Statement on Form N-1A filed via EDGAR on December 17, 2013 (File No. 333-43491).
(4) Subadvisory
Agreement between Prudential Investments LLC and Jennison Associates LLC with respect to Prudential Jennison MLP Fund. . Incorporated
by reference to Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A filed via EDGAR on December 17, 2013
(File No. 333-43491).
(e)(1)
Amended and Restated Distribution Agreement between the Prudential Jennison 20/20 Focus Fund and Prudential Investment Management
Services LLC PIMS) dated September 16, 2010. Incorporated by reference to Prudential Jennison Small Company Fund, Inc. Post-Effective
Amendment No. 50 to the Registration Statement on Form N-1A (File No. 2-68723) filed via EDGAR on September 16, 2010.
(i)
Amended Exhibit A for Distribution Agreement dated September 16, 2010. Incorporated by reference to Prudential World Fund, Inc.
Post-Effective Amendment No. 56 to the Registration Statement on Form N-1A (File No. 2-89725) filed via EDGAR on January 11, 2011.
(2) Form
of Selected Dealer Agreement. Incorporated by reference to Exhibit No. (e)(2) to Post-Effective Amendment No. 1 to the Registration
Statement on Form N-1A (File No. 333-43491) filed on February 25, 1999.
(f)
Not applicable.
(g)(1)
Custodian Contract between the Registrant and The Bank of New York (BNY). Incorporated by reference to corresponding exhibit to
Post-Effective Amendment No. 12 to the Registration Statement on Form N-1A filed via EDGAR on April 3, 2006 (File No. 333-43491).
(2) Amendment
to Custodian Contract between Registrant and BNY dated June 6, 2005. Incorporated by reference to corresponding exhibit to Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A filed via EDGAR on April 3, 2006 (File No. 333-43491).
(3)
Amendment dated June 30, 2009 to Custodian Agreement between the Registrant and BNY. Incorporated by reference to the Dryden Municipal
Bond Fund Post-Effective Amendment No. 31 to the Registration Statement on Form N-1A filed via EDGAR on June 30, 2009 (File No.
33-10649).
(4)
Amendment dated December 21, 2010 to Custodian Agreement between the Registrant and BNY dated June 6, 2005. Incorporated by reference
to Prudential World Fund, Inc. Post-Effective Amendment No. 56 to the Registration Statement on Form N-1A (File No. 2-89725) filed
via EDGAR on January 11, 2011.
(5)
Amendment dated August 12, 2013 to Custodian Agreement between Registrant and BNY dated June 6, 2005. Incorporated by reference
to Prudential World Fund, Inc. Post-Effective Amendment No. 74 to the Registration Statement on Form N-1A (File No. 2-89725) filed
via EDGAR on September 23, 2013.
(5)
Amendment to Custodian Agreement between Registrant and BNY dated June 6, 2005. . Incorporated by reference to Post-Effective Amendment
No. 27 to the Registration Statement on Form N-1A filed via EDGAR on December 17, 2013 (File No. 333-43491).
(h)(1)
Amended and Restated Transfer Agency and Service Agreement between the Registrant and Prudential Mutual Fund Services, Inc., dated
May 29, 2007. Incorporated by reference to the Dryden Municipal Bond Fund Post-Effective Amendment No. 29 to the Registration Statement
on Form N-1A filed via EDGAR on June 29, 2007 (File No. 33-10649).
(2)
Amendment dated September 2, 2008 to Amended and Restated Transfer Agency and Service Agreement dated May 29, 2007. Incorporated
by reference to the Target Portfolio Trust Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A as filed
with the Commission on January 30, 2009 (File No. 33-50476).
2
(3)
Amendment dated December 21, 2010 to Amended and Restated Transfer Agency and Service Agreement dated May 29, 2007.Incorporated
by reference to the Prudential Investment Portfolios 3 Post-Effective Amendment No. 24 to the Registration Statement on Form N-1A
filed via EDGAR on December 30, 2010 (File No. 333-95849).
(i)(1)
Opinion and consent of counsel. Incorporated by reference to Exhibit (i) to Post-Effective Amendment No. 9 to the Registration
Statement on Form N-1A filed via EDGAR on May 28, 2004 (File No. 333-43491).
(2)
Opinion of Morris, Nichols, Arsht & Tunnell LLP as to the legality of the securities (Q shares of Prudential Jennison 20/20
Focus Fund) being registered. Incorporated by reference to Exhibit (i)(2) to Post-Effective Amendment No. 20 to the Registration
Statement on Form N-1A filed via EDGAR on March 28, 2011 (File No. 333-43491).
(3)
Opinion of Morris, Nichols, Arsht & Tunnell LLP as to the legality of the securities being registered, with respect to Prudential
Jennison MLP Fund. Incorporated by reference to Post-Effective Amendment No. 27 to the Registration Statement on Form N-1A filed
via EDGAR on December 17, 2013 (File No. 333-43491).
(j)
Consent of independent registered public accounting firm.
Filed herewith.
(k)
Not applicable.
(l) Purchase
Agreement. Incorporated by reference to Exhibit No. 13 to Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A
(File No. 333-43491) filed on April 30, 1998.
(m)(1) Amended
and Restated Distribution and Service Plan for Class A Shares of Prudential Jennison 20/20 Focus Fund. Incorporated by reference
to Exhibit (m)(1) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A (File No. 333-43491) filed
on February 25, 1999.
(2) Amended
and Restated Distribution and Service Plan for Class B Shares of Prudential Jennison 20/20 Focus Fund. Incorporated by reference
to Exhibit (m)(2) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A (File No. 333-43491) filed
on February 25, 1999.
(3) Amended
and Restated Distribution and Service Plan for Class C Shares of Prudential Jennison 20/20 Focus Fund. Incorporated by reference
to Exhibit (m)(3) to Post-Effective Amendment No. 1 to the Registration Statement on Form N-1A (File No. 333-43491) filed
on February 25, 1999.
(4) Distribution
and Service Plan for Class R Shares of Prudential Jennison 20/20 Focus Fund. Incorporated by reference to Exhibit (m)(4) to
Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A filed via EDGAR on May 28, 2004 (File No. 333-43491).
(5)
Rule 12b-1 Fee Waiver for Class R Shares of Prudential Jennison 20/20 Focus Fund.
Filed herewith.
(6) Distribution
and Service Plan for Class A Shares of Prudential Jennison MLP Fund. . Incorporated by reference to Post-Effective Amendment
No. 27 to the Registration Statement on Form N-1A filed via EDGAR on December 17, 2013 (File No. 333-43491).
(7) Distribution
and Service Plan for Class C Shares of Prudential Jennison MLP Fund. . Incorporated by reference to Post-Effective Amendment
No. 27 to the Registration Statement on Form N-1A filed via EDGAR on December 17, 2013 (File No. 333-43491).
(8)
Rule 12b-1 Fee Waiver for Class A Shares of Prudential Jennison MLP Fund. . Incorporated by reference to Post-Effective Amendment
No. 27 to the Registration Statement on Form N-1A filed via EDGAR on December 17, 2013 (File No. 333-43491).
3
(n)
Amended and Restated Rule 18f-3 Plan. Incorporated by reference to Prudential Investment Portfolios 8 Post-Effective Amendment
No. 35 to the Registration Statement on Form N-1A filed via EDGAR on November 27, 2013 (File No. 33-48066).
(o)
Not applicable.
(p)(1)
Code of Ethics of the Registrant. Incorporated by reference to Exhibit (r)(1) to Pre-Effective Amendment No. 1 to the Registration
Statement on Form N-2 for Prudential Global Short Duration High Yield Fund, Inc., filed via EDGAR on October 5, 2012 (File No.
333-182826).
(2)
Code of Ethics and Personal Securities Trading Policy of Prudential, including the Manager and Distributor, dated January 10, 2011,
incorporated by reference to Post-Effective Amendment No. 21 to the Registration Statement on Form N-1A of Prudential Investment
Portfolios 12, filed via EDGAR on June 1, 2011 (File No. 333-42705).
(3)
Jennison Associates LLC's Code of Ethics dated October 5, 2005. Incorporated by reference to corresponding exhibit to Post-Effective
Amendment No. 12 to the Registration Statement on Form N-1A filed via EDGAR on April 3, 2006 (File No. 333-43491).
Item
30. Indemnification.
As
permitted by Section 17(h) and (i) of the Investment Company Act of 1940, as amended (the 1940 Act) and pursuant to Del.
Code Ann. title 12 sec. 3817, a Delaware statutory trust may provide in its governing instrument for the indemnification of its
officers and trustees from and against any and all claims and demands whatsoever. Article VII, Section 2 of the Agreement
and Declaration of Trust (Exhibit (a)(1) to Registration Statement) states that (i) the Registrant shall indemnify any
present trustee or officer to the fullest extent permitted by law against liability, and all expenses reasonably incurred by him
or her in connection with any claim, action, suit or proceeding in which he or she is involved by virtue of his or her service
as a trustee, officer or both, and against any amount incurred in settlement thereof and (ii) all persons extending credit
to, contracting with or having any claim against the Registrant shall look only to the assets of the appropriate Series (or if
no Series has yet been established, only to the assets of the Registrant). Indemnification will not be provided to a person adjudged
by a court or other adjudicatory body to be liable to the Registrant or its shareholders by reason of willful misfeasance, bad
faith, gross negligence or reckless disregard of his or her duties (collectively “disabling conduct”). In the event
of a settlement, no indemnification may be provided unless there has been a determination, as specified in the Declaration of Trust,
that the officer or trustee did not engage in disabling conduct. In addition, Article XI of Registrant's By-Laws (Exhibit
(b) to the Registration Statement) provides that, subject to certain exceptions and limitations, the Registrant shall indemnify
present and former trustees, officers, employees or other agents of Registrant against judgments, fines, settlements and expenses
reasonably incurred or paid by him or her or in connection with any proceeding in which he or she becomes involved as a party or
otherwise by virtue of his or her being or having been an agent of the Registrant, and may advance expenses to such parties to
the fullest extent authorized, and in the manner permitted, by applicable federal and state law. As permitted by Section 17(i) of
the 1940 Act, pursuant to Section 10 of the Distribution Agreement (Exhibit (e)(1) to the Registration Statement), the Distributor
of the Registrant may be indemnified against liabilities which it may incur, except liabilities arising from bad faith, gross negligence,
willful misfeasance or reckless disregard of duties.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended (Securities Act) may be permitted to trustees,
officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
1940 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a trustee, officer, or controlling person of the Registrant in connection
with the successful
4
defense of any
action, suit or proceeding) is asserted against the Registrant by such trustee, officer or controlling person in connection with
the shares being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the 1940 Act and will be governed by the final adjudication of such issue.
The
Registrant has purchased an insurance policy insuring its officers and trustees against liabilities, and certain costs of defending
claims against such officers and trustees, to the extent such officers and trustees are not found to have committed conduct constituting
willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. The insurance policy
also insures the Registrant against the cost of indemnification payments to officers and directors under certain circumstances.
Section
8 of the Management Agreement (Exhibit (d)(1) to the Registration Statement) and Section 4 of the Subadvisory Agreement (Exhibit
(d)(2) to the Registration Statement) limit the liability of Prudential Investments LLC (PI) and Jennison Associates LLC,
respectively, to liabilities arising from willful misfeasance, bad faith or gross negligence in the performance of their respective
duties or from reckless disregard by them of their respective obligations and duties under the agreements.
The
Registrant hereby undertakes that it will apply the indemnification provisions of its By-Laws, Declaration of Trust and the Distribution
Agreement in a manner consistent with Release No. 11330 of the Securities and Exchange Commission under the 1940 Act so long as
the interpretation of Section 17(h) and 17(i) of such Act remain in effect and are consistently applied.
Under
Section 17(h) of the 1940 Act, it is the position of the staff of the Securities and Exchange Commission that if there is
neither a court determination on the merits that the defendant is not liable nor a court determination that the defendant was not
guilty of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of one's
office, no indemnification will be permitted unless an independent legal counsel (not including a counsel who does work for either
the Registrant, its investment adviser, its principal underwriter or persons affiliated with these persons) provides a written
opinion, based upon a review of the facts, that the person in question was not guilty of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his or her office.
Under
its Declaration of Trust, the Registrant may advance funds to provide for indemnification. Pursuant to the Securities and Exchange
Commission staff's position on Section 17(h) advances will be limited in the following respect:
(1) Any
advances must be limited to amounts used, or to be used, for the preparation and/or presentation of a defense to the action (including
cost connected with preparation of a settlement);
(2) Any
advances must be accompanied by a written promise by, or on behalf of, the recipient to repay that amount of the advance which
exceeds the amount to which it is ultimately determined that he is entitled to receive from the Registrant by reason of indemnification;
(3) Such
promise must be secured by a surety bond or other suitable insurance; and
(4) Such
surety bond or other insurance must be paid for by the recipient of such advance.
Item
32. Principal Underwriters.
(a)
Prudential Investment Management Services LLC (PIMS)
PIMS
is distributor for The Prudential Investment Portfolios, Inc., Prudential Investment Portfolios 2, Prudential Investment Portfolios
3, Prudential Investment Portfolios Inc. 14, Prudential Investment Portfolios 4, Prudential Investment Portfolios 5, Prudential
MoneyMart Assets, Inc., Prudential Investment Portfolios 6, Prudential National Muni Fund, Inc., Prudential Jennison Blend Fund,
Inc., Prudential Jennison Mid-Cap Growth Fund, Inc., Prudential Investment Portfolios 7, Prudential Investment Portfolios 8, Prudential
Jennison Small Company Fund, Inc., Prudential Investment Portfolios 9, Prudential World Fund, Inc., Prudential Investment Portfolios,
Inc. 10, Prudential Jennison Natural Resources Fund, Inc., Prudential Global Total Return Fund, Inc., Prudential Investment Portfolios
12, Prudential Investment Portfolios, Inc. 15, Prudential Investment Portfolios 16, Prudential Investment Portfolios, Inc. 17,
Prudential Investment Portfolios 18, Prudential Sector Funds, Inc. Prudential Short-Term Corporate Bond Fund, Inc., The Target
Portfolio Trust, and The Prudential Series Fund.
PIMS
is also distributor of the following other investment companies: Separate Accounts: Prudential’s Gibraltar Fund, Inc., The
Prudential Variable Contract Account-2, The Prudential Variable Contract Account-10, The Prudential Variable Contract Account-11,
The Prudential Variable Contract Account-24, The Prudential Variable Contract GI-2, The Prudential Discovery Select Group Variable
Contract Account, The Pruco Life Flexible Premium Variable Annuity Account, The Pruco Life of New Jersey Flexible Premium Variable
Annuity Account, The Prudential Individual Variable Contract Account, The Prudential Qualified Individual Variable Contract Account
and PRIAC Variable Contract Account A.
(b)
The following table sets forth information regarding certain officers of PIMS. As a limited liability company, PIMS has no directors.
Name and Principal Business Address
|
|
Positions and Offices with Underwriter
|
David Hunt (2)
|
|
President and Chief Executive Officer
|
Christine C. Marcks (4)
|
|
Executive Vice President
|
Gary F. Neubeck (2)
|
|
Executive Vice President
|
Stuart S. Parker (1)
|
|
Executive Vice President
|
Scott E. Benjamin (1)
|
|
Vice President
|
Joanne M. Accurso-Soto (1)
|
|
Senior Vice President
|
Michael J. King (3)
|
|
Senior Vice President, Chief Legal Officer and Secretary
|
Peter J. Boland (1)
|
|
Senior Vice President and Chief Operating Officer
|
John N. Christolini (4)
|
|
Senior Vice President
|
Mark R. Hastings (1)
|
|
Senior Vice President and Chief Compliance Officer
|
Michael J. McQuade (1)
|
|
Senior Vice President, Comptroller and Chief Financial Officer
|
John L. Bronson (3)
|
|
Vice President and Deputy Chief Legal Officer
|
Richard W. Kinville (3)
|
|
Vice President and Anti-Money Laundering Officer
|
Principal
Business Addresses:
(1)
|
Gateway Center Three, Newark, NJ 07102-4061
|
(2)
|
Gateway Center Two, Newark, NJ 07102-4061
|
(3)
|
751 Broad Street, Newark NJ, 07102-3714
|
6
(4)
|
280 Trumbull Street, Hartford, CT 06103-3509
|
(c)
Registrant has no principal underwriter who is not an affiliated person of the Registrant.