THE PRUDENTIAL INVESTMENT PORTFOLIOS, INC.



                      JENNISONDRYDEN ASSET ALLOCATION FUNDS



                              MANAGEMENT AGREEMENT



Agreement made the 17th day of February, 2004 between The Prudential Investment

Portfolios, Inc., a Maryland corporation (the Company), on behalf of each of its

separate investment series now or hereafter created as set forth on Schedule A

to this Agreement (each, a Fund), and Prudential Investments LLC, a New York

limited liability company (the Manager).



                                   WITNESSETH



WHEREAS, each Fund is a diversified, open-end management investment company

registered under the Investment Company Act of 1940, as amended (the 1940 Act);

and



WHEREAS, the Company desires to retain the Manager to render or contract to

obtain as hereinafter provided investment advisory services to each Fund

(individually and collectively referred to herein as the Fund) and the Fund also

desires to avail itself of the facilities available to the Manager with respect

to the administration of its day-to-day business affairs, and the Manager is

willing to render such investment advisory and administrative services;



NOW, THEREFORE, the parties agree as follows:



1. The Company hereby appoints the Manager to act as manager of each Fund and as

administrator of its business affairs for the period and on the terms set forth

in this Agreement. The Manager accepts such appointment and agrees to render the

services herein described, for the compensation herein provided. Subject to the

approval of the Board of Directors, the Manager is authorized to enter into a

subadvisory agreement with Prudential Investment Management, Inc., Jennison

Associates LLC, or any other subadviser, whether or not affiliated with the

Manager (each, a Subadviser), pursuant to which such Subadviser shall furnish to

the Fund the investment advisory services in connection with the management of

the Fund (each, a Subadvisory Agreement). Subject to the approval of the Board

of Directors, the Manager is authorized to retain more than one Subadviser for

the Fund, and if the Fund has more than one Subadviser, the Manager is

authorized to allocate the Fund's assets among the Subadvisers. The Manager will

continue to have responsibility for all investment advisory services furnished

pursuant to any Subadvisory Agreement. The Fund and Manager understand and agree

that the Manager may manage the Fund in a "manager-of-managers" style with

either a single or multiple subadvisers, which contemplates that the Manager

will, among other things and pursuant to an Order issued by the Securities and

Exchange Commission (SEC): (i) continually evaluate the performance of each

Subadviser to the Fund, if applicable, through quantitative and qualitative

analysis and consultations with such Subadviser; (ii) periodically make

recommendations to the Board as to whether the contract with one or more

Subadvisers should be renewed, modified, or terminated; and (iii) periodically

report to the Board regarding the results of its evaluation and monitoring

functions. The Fund recognizes that a Subadviser's services may be terminated or

modified pursuant to the "manager-of-managers" process, and that the Manager may

appoint a new Subadviser for a Subadviser that is so removed.



2. Subject to the supervision of the Board of Directors, the Manager shall

administer the Fund's business affairs and, in connection therewith, shall

furnish the Fund with office facilities and with clerical, bookkeeping and

recordkeeping services at such office facilities and, subject to Section 1

hereof and any Subadvisory Agreement, the Manager shall manage the investment

operations of the Fund and the composition of the Fund's portfolio, including

the purchase, retention and disposition thereof, in accordance with the Fund's

investment objectives, policies and restrictions as stated in the Fund's SEC

registration statement, and subject to the following understandings:



(a) The Manager (or a Subadviser under the Manager's supervision) shall provide

supervision of the Fund's investments, and shall determine from time to time

what investments or securities will be purchased, retained, sold or loaned by

the Fund, and what portion of the assets will be invested or held uninvested as

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