Management Fee Waiver Letter between PGIM Private Credit Fund and PGIM Investments LLC, dated February 23, 2024

 EXHIBIT 10.1

PGIM Investments LLC
655 Broad Street – 6^th Floor
Newark, New Jersey 07102

February 23, 2024

The Board of Trustees

655 Broad Street—17^th Floor

PGIM Private Credit Fund

Newark, New Jersey 07102

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

To the Board of Trustees:

PGIM Investments LLC (“PGIM Investments”), the Fund’s investment adviser, has contractually agreed to waive its base management fee, as described in the Fund’s prospectus (the “Management Fee”), in its entirety through December 31, 2024 (the “Waiver Period”). PGIM Investments had previously contractually agreed to waive its Management Fee for one year from the effectiveness of the Fund’s registration statement.

In addition, PGIM Investments has contractually agreed to waive its incentive fee, consisting of two components, each as described in the Fund’s prospectus (the “Incentive Fee”), in its entirety for the Waiver Period. PGIM Investments had previously contractually agreed to waive its Incentive Fee for one year from the effectiveness of the Fund’s registration statement.

Following the Waiver Period, PGIM Investment’s agreement to temporarily waive its Management Fee and Incentive Fee will terminate.

During the Wavier Period, this waiver will remain in effect unless earlier terminated by agreement of the Board of Trustees of the Fund.

Very truly yours,

PGIM INVESTMENTS LLC