Prudential Investments LLC

Gateway Center Three, 4th floor
100 Mulberry Street

Newark, New Jersey 07102

April 1, 2015

The Board of Trustees
Prudential Investment Portfolios 12
Gateway Center Three, 4^th floor
100 Mulberry Street
Newark, New Jersey 07102

Re: PrudentiaL Long-Short Equity Fund

To the Board of Trustees:

Prudential Investments LLC has contractually agreed, through July 31, 2016 to limit net annual Fund operating expenses (exclusive of distribution and service (12b-1) fees, taxes, brokerage, dividend and interest expenses related to short sales, extraordinary and certain other expenses) of each class of shares to 1.50% of the Fund's average daily net assets.

Very truly yours,

PRUDENTIAL INVESTMENTS LLC
By:	/s/ Scott E. Benjamin
Name:	Scott E. Benjamin
Title:	Executive Vice President