PGIM Investments LLC Fee Waiver Agreement with PGIM Private Credit Fund (2024–2025)
PGIM Investments LLC, acting as the investment adviser for the PGIM Private Credit Fund, has agreed to waive both its base management fee and incentive fee for the Fund through December 31, 2025. This agreement extends a previous waiver that was set to expire at the end of 2024. The waiver can only be ended early if both PGIM Investments and the Fund’s Board of Trustees agree. After the waiver period, normal fee arrangements will resume.
Exhibit 10.2
PGIM Investments LLC
655 Broad Street – 6th Floor
Newark, New Jersey 07102
December 13, 2024
The Board of Trustees
655 Broad Street—17th 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, 2025 (the “Waiver Period”). PGIM Investments had previously contractually agreed to waive its Management Fee through December 31, 2024.
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 through December 31, 2024.
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
| By: | /s/ Scott E. Benjamin | |
| Name: | Scott E. Benjamin | |
| Title: | Executive Vice President |
