AMENDMENT TO CUSTODIAN AGREEMENT
AMENDMENT
TO
THIS AMENDMENT TO CUSTODIAN AGREEMENT (this “Amendment”) is made as of September 10, 2018 by and between XXXXX BROTHERS XXXXXXXX & CO., a limited partnership organized under the laws of the State of New York (“BBH&Co.” or the “Custodian”), and PGIM ETF Trust, a Delaware statutory trust (the “Fund”), on behalf of each of its portfolios listed on Annex A to the Agreement (as defined below), severally and not jointly (each a “Portfolio” and collectively, the “Portfolios”), registered with the Securities and Exchange Commission under the Investment Company Act of 1940.
WHEREAS, the Custodian and the Fund entered into a Custodian Agreement, dated as of April 2, 2018 (as amended, modified and/or supplemented to date, the “Agreement;” all capitalized terms used but not defined herein shall have the meanings set forth in the Agreement); and
WHEREAS, the Custodian and the Fund desire to amend the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties, the Custodian and the Trust hereby agree as follows:
1. The Agreement is hereby amended as of the date hereof by deleting the existing Annex A to the Agreement and replacing it with the Annex A attached hereto. Each of the undersigned hereby acknowledges, agrees and confirms that the terms of the Agreement shall apply separately and respectively to each Fund.
2. This Amendment may be executed in any number of counterparts each of which shall be deemed to be an original. This Amendment shall become effective when one or more counterparts have been signed and delivered by each of the parties. A photocopy or telefax of the Amendment shall be acceptable evidence of the existence of the Amendment and the Custodian shall be protected in relying on the photocopy or telefax until the Custodian has received the original of the Agreement.
3. This Amendment, together with the Agreement, constitutes the entire agreement of the parties with respect to its subject matter and supersedes all oral communications and prior writings with respect hereto. Except as expressly modified hereby, the Agreement shall continue in full force and effect in accordance with its terms and conditions.
4. This Amendment shall be construed in accordance the governing law and exclusive jurisdiction provisions of the Agreement.
[Signature page follows]
IN WITNESS WHEREOF, each of the undersigned parties has executed this Amendment to Custodian Agreement effective as of the date first above written.
XXXXX BROTHERS XXXXXXXX & CO.
By: /s/Xxxxx X. Xxxx
Name: Xxxxx X. Xxxx
Title: Senior Vice President
Date: September 19, 2018
By: /s/Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Assistant Treasurer
Date: 9/10/18
Annex A
List of Portfolios
PGIM Ultra Short Bond ETF
PGIM Active High Yield Bond ETF
PGIM QMA Strategic Alpha International Equity ETF
PGIM QMA Strategic Alpha Large-Cap Core ETF
PGIM QMA Strategic Alpha Small-Cap Growth ETF
PGIM QMA Strategic Alpha Small-Cap Value ETF
