Subadvisory Fee Waiver Agreement between PGIM, Inc. and PGIM Investments LLC for PGIM Private Credit Fund

Summary

PGIM, Inc. and PGIM Investments LLC have agreed that PGIM, Inc. will waive all subadvisory and incentive fees it would normally receive from PGIM Investments for one year, starting from the effective date of the PGIM Private Credit Fund’s registration statement. This waiver aligns with a separate agreement in which PGIM Investments is waiving its own management and incentive fees for the same period. After the one-year waiver period, PGIM, Inc. will resume receiving its fees as usual.

EX-10.4 5 temp-20230630xex10d4.htm EX-10.4

Exhibit 10.4

PGIM Investments LLC

655 Broad Street – 6th Floor

Newark, New Jersey 07102

May 5, 2023

PGIM Investments LLC

655 Broad Street – 17th Floor

Newark, New Jersey 07102

Re: PGIM Private Credit Fund (the “Fund”)

To whom it may concern:

PGIM, Inc. (“PGIM”), the Fund’s investment sub-adviser, hereby acknowledges that PGIM Investments LLC (“PGIM Investments”), the Fund’s investment adviser, has entered into a waiver agreement with the Fund (“Waiver Agreement”) requiring PGIM Investments to waive the entirety of its base management fee and its incentive fee for one year from the effectiveness of the Fund’s registration statement (the “Wavier Period”).

In connection with the Waiver Agreement, PGIM hereby agrees to waive any subadvisory fees and incentive fees it is entitled to receive from PGIM Investments, as described in Schedule A to the Sub-Advisory Agreement between PGIM and PGIM Investments, during the Waiver Period.

Following the Waiver Period, PGIM’s agreement to temporarily waive its subadvisory fees as described herein will terminate.

Very truly yours,

PGIM, INC.

By:

/s/ Matthew Harvey

Name:

Matthew Harvey

Title:

Executive Managing Director

PGIM Investments LLC

By:

/s/ Scott E. Benjamin

Name:

Scott E. Benjamin

Title:

Executive Vice President