PGIM Investments LLC 

655 Broad Street – 17^th Floor
Newark, New Jersey 07102 

June 1, 2019 

The Board of Trustees
PGIM ETF Trust
655 Broad Street—17^th Floor
Newark, New Jersey 07102 

Re:  PGIM Ultra Short Bond ETF (the Fund) 

To the Board of Trustees:
 

PGIM Investments LLC (PGIM Investments) has contractually agreed, beginning from the inception of the Fund, to waive any management fees it receives from the Fund in an amount equal to the subadvisory fees paid by the Fund to the PGIM Institutional Money Market Fund due to the Fund’s investment of its excess overnight cash in the PGIM Institutional Money Market Fund. This waiver will remain in effect for as long as the Fund remains invested or intends to invest in the PGIM Institutional Money Market Fund. 

Very truly yours, 

PGIM INVESTMENTS LLC 

By:/s/ Scott E. Benjamin
Name:Scott E. Benjamin
Title:Executive Vice President