0001683863-21-001770 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • April 12th, 2021 • Pgim Etf Trust • New York

Agreement made the 1st day of April, 2021, between PGIM ETF Trust, a Delaware statutory trust (the Trust), on behalf of its series, the PGIM Active Aggregate Bond ETF (the Fund), and PGIM Investments LLC, a New York limited liability company (the Manager).

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SUBADVISORY AGREEMENT
Etf Trust • April 12th, 2021 • Pgim Etf Trust • New York

Agreement made as of this 1st day of April, 2021 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company, and PGIM, Inc. (PGIM), a New Jersey corporation (the Subadviser).

CUSTODIAN AGREEMENT
Custodian Agreement • April 12th, 2021 • Pgim Etf Trust

THIS AMENDMENT TO CUSTODIAN AGREEMENT (this "Amendment") is made as of April 7, 2021 by and between PGIM ETF TRUST (the Fund, including on behalf of each of its separate series listed on Exhibit A hereto, the Portfolios), a management investment company organized under the laws of the State of Delaware and registered with the Commission under the Investment Company Act of 1940 (the 1940 Act), and BROWN BROTHERS HARRIMAN & CO., a limited partnership formed under the laws of the State of New York ("BBH").

DISTRIBUTION AGREEMENT
Distribution Agreement • April 12th, 2021 • Pgim Etf Trust

THIS AMENDMENT TO DISTRIBUTION AGREEMENT (the Amendment) is made as of April 1, 2021 between PGIM ETF Trust, a Delaware statutory trust (the Trust), on behalf of each of its series set forth on attached Exhibit A (each referred to as the "Fund") and Prudential Investment Management Services LLC, a Delaware limited liability company (the Distributor).

AMENDMENT NO. 2 TO ADMINISTRATIVE AND TRANSFER AGENCY AGREEMENT
Administrative and Transfer Agency Agreement • April 12th, 2021 • Pgim Etf Trust

THIS AMENDMENT NO. 2 TO ADMINISTRATIVE AND TRANSFER AGENCY AGREEMENT (this "Amendment No. 2") is made as of April 7, 2021 by and between Brown Brothers Harriman & Co., a New York Limited Partnership (the "Administrator" or "TA"), and PGIM ETF TRUST, a Delaware statutory trust (the "Fund"), on behalf of each of its series listed on Appendix 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.

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