PRUDENTIAL CALIFORNIA MUNICIPAL FUND
485BPOS, EX-99.(D)(3), 2000-11-06
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                       AMENDMENT TO SUBADVISORY AGREEMENT

                      PRUDENTIAL CALIFORNIA MUNICIPAL FUND

         AMENDMENT made as of this 18 th day of November, 1999, between
Prudential Investments Fund Management LLC ("PIFM"), and The Prudential
Investment Corporation ("PIC").

         WHEREAS, PIFM, either itself or as successor to Prudential Investments
Fund Management, Inc., and PIC have entered into a Subadvisory Agreement (the
"Agreement") dated December 30th , 1988, with respect to the management of
Prudential California Municipal Fund (the "Fund"); and

         WHEREAS, the Agreement provides that PIC shall provide investment
advisory services to the Fund, subject to oversight by PIFM; and

         WHEREAS, PIFM and PIC desire to amend the Agreement with respect to the
compensation to be paid by PIFM to PIC for services provided by PIC pursuant to
the Agreement.

         NOW, THEREFORE, for and in consideration of the continuation of the
Agreement for its current term, and other good and valuable consideration, PIFM
and PIC hereby amend the Agreement to provide for the compensation to be paid by
PIFM to PIC as described on the attached schedule, effective as of January 1,
2000, for the same term, including renewals, as the Agreement and upon the same
terms and conditions as described in the Agreement.

         IN WITNESS WHEREOF, PIMS and PIC have signed this Amendment as of the
day and year first above written.

PRUDENTIAL INVESTMENTS              THE PRUDENTIAL INVESTMENT
FUND MANAGEMENT LLC                 CORPORATION

By: /s/Robert F. Gunia                      By: /s/John R. Strangfeld, Jr.
    ------------------                          --------------------------

Name: Robert F. Gunia                       Name: John R. Strangfeld, Jr.
      ---------------                             -----------------------

Title: Executive Vice President             Title: Chairman of the Board,
       ------------------------                    ----------------------
         and Chief Administrative                    President, Chief Executive
         Officer                                     Officer and Director


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