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 QMA Strategic Alpha International Equity ETF 

PGIM QMA Strategic Alpha Large-Cap Core ETF 

PGIM QMA Strategic Alpha Small-Cap Growth ETF 

PGIM QMA Strategic Alpha Small-Cap Value ETF 

(collectively, the Funds) 

To the Board of Trustees:
 

PGIM Investments LLC (PGIM Investments) has contractually agreed, beginning from the inception of the Funds, to waive any management fees it receives from the Funds in an amount equal to the subadvisory fees paid by the Funds 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 Funds remain invested or intend 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