0001683863-22-007520 Sample Contracts

PGIM ETF TRUST PGIM JENNISON FOCUSED VALUE ETF MANAGEMENT AGREEMENT
Management Agreement • December 9th, 2022 • Pgim Etf Trust

Agreement made the 1st day of December 2022, between PGIM ETF Trust, a Delaware statutory trust (the Trust), on behalf of its series, the PGIM Jennison Focused Value ETF (the Fund), and PGIM Investments LLC, a New York limited liability company (the Manager).

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SUBADVISORY AGREEMENT
Etf Trust • December 9th, 2022 • Pgim Etf Trust

Agreement made as of this 1st day of December, 2022 between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company, and Jennison Associates LLC, (the “Subadviser” or “Jennison”).

AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • December 9th, 2022 • Pgim Etf Trust

AMENDMENT made as of December 1, 2022 (the "Effective Date") to that certain Custody Agreement dated as of November 7, 2002, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (each, a "Fund") and The Bank of New York Mellon (formerly, The Bank of New York) ("Custodian") (such Custody Agreement, as amended, hereinafter referred to as the "Custody Agreement"). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.

AMENDMENT
Pgim Etf Trust • December 9th, 2022

AMENDMENT made as of December 1, 2022 to that certain Fund Administration and Accounting Agreement dated as of February 3, 2006, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (collectively, the "Funds") and The Bank of New York Mellon (formerly, The Bank of New York) ("BNY") (such Fund Administration and Accounting Agreement, as amended, hereinafter referred to as the "Accounting Agreement"). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Accounting Agreement.

PGIM ETF TRUST PGIM Portfolio Ballast ETF SUBADVISORY AGREEMENT
Pgim Etf Trust • December 9th, 2022 • Pgim Etf Trust

Agreement made as of this 1st day of December, 2022 between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company, and PGIM Quantitative Solutions LLC, (the “Subadviser” or “PGIM Quantitative Solutions”), a New Jersey limited liability company.

AMENDMENT TO DISTRIBUTION AGREEMENT
Distribution Agreement • December 9th, 2022 • Pgim Etf Trust

THIS AMENDMENT TO DISTRIBUTION AGREEMENT (the Amendment) is made as of December 1, 2022 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).

SUBADVISORY AGREEMENT
Pgim Etf Trust • December 9th, 2022 • Pgim Etf Trust

Agreement made as of this 1st day of December, 2022 between PGIM Investments LLC (“PGIM Investments” or the “Manager”), a New York limited liability company, and Jennison Associates LLC, (the Subadviser or Jennison).

PGIM ETF TRUST PGIM PORTFOLIO BALLAST ETF MANAGEMENT AGREEMENT
Etf Trust • December 9th, 2022 • Pgim Etf Trust

Agreement made the 1st day of December 2022, between PGIM ETF Trust, a Delaware statutory trust (the Trust), on behalf of its series, the PGIM Portfolio Ballast ETF (the Fund), and PGIM Investments LLC, a New York limited liability company (the Manager).

AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
Transfer Agency and Service Agreement • December 9th, 2022 • Pgim Etf Trust

AMENDMENT made as of December 1, 2022 (the "Effective Date") to that certain Transfer Agency and Service Agreement dated as of March 24, 2022, as amended from time to time, between each Trust (hereinafter each a "Trust", and collectively the "Trusts" as applicable) listed on Appendix A thereto on behalf of it series listed on Appendix A (each a "PGIM ETF") (as such Appendix be amended from time to time) and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the "Bank") (such Transfer Agency and Service Agreement, as amended, hereinafter referred to as the "Transfer Agency and Service Agreement"). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.

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