0001683863-21-006795 Sample Contracts

MANAGEMENT AGREEMENT
Management Agreement • December 2nd, 2021 • Pgim Etf Trust • New York

Agreement made the 15th day of November 2021, between PGIM ETF Trust, a Delaware statutory trust (the Trust), on behalf of its series, the PGIM Total Return Bond ETF (the Fund), and PGIM Investments LLC, a New York limited liability company (the Manager).

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SUBADVISORY AGREEMENT
Subadvisory Agreement • December 2nd, 2021 • Pgim Etf Trust • New York

Agreement made as of this 15th day of November, 2021 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company, and PGIM, Inc. (PGIM), a New Jersey corporation and PGIM Limited, a U.K. limited company, (PGIM Limited, together with PGIM, referred to herein as the Subadvisers).

CUSTODIAN AGREEMENT
Custodian Agreement • December 2nd, 2021 • Pgim Etf Trust

THIS AMENDMENT TO CUSTODIAN AGREEMENT (this "Amendment") is made as of November 15, 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").

AMENDMENT NO. 3 TO ADMINISTRATIVE AND TRANSFER AGENCY AGREEMENT
Administrative and Transfer Agency Agreement • December 2nd, 2021 • Pgim Etf Trust

THIS AMEMDMENT NO. 3 TO ADMINISTRATIVE AND TRANSFER AGENCY AGREEMENT (this "Amendment No. 3") is made as of November 15, 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 the portfolios 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.

DISTRIBUTION AGREEMENT
Distribution Agreement • December 2nd, 2021 • Pgim Etf Trust

THIS AMENDMENT TO DISTRIBUTION AGREEMENT (the Amendment) is made as of November 15, 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).

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