EX-99.H OTH MAT CONT 8 f38865d7.htm AMENDMENT TO THE TRANSFER AGENCY AGREEMENT Amendment to the Transfer Agency Agreement

Execution Version

AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT

AMENDMENT made as of June 3, 2024 (the "Effective Date") to that certain Transfer Agency and Service Agreement dated as of March 24, 2022, as amended from time to time, between each Trust (hereinafter each a "Trust", and collectively the "Trusts" as applicable) listed on Appendix A thereto on behalf of it series listed on Appendix A (each a "PGIM ETF") (as such Appendix be amended from time to time) and THE BANK OF NEW YORK MELLON, a New York corporation authorized to do a banking business having its principal office and place of business at 240 Greenwich Street, New York, New York 10286 (the "Bank") (such Transfer Agency and Service Agreement, as amended, hereinafter referred to as the "Transfer Agency and Service Agreement"). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.

WHEREAS, the parties wish to amend the Transfer Agency and Service Agreement to add certain Trusts, as parties to the Transfer Agency and Service Agreement;

WHEREAS, the parties wish to amend the Transfer Agency and Service Agreement to add to each PGIM ETF which will ordinarily issue for purchase and redeem shares of the Trust (the "Shares") only in aggregations of Shares known as "Creation Units" as set out on Appendix B (each a "Creation Unit");

NOW, THEREFORE, for and in consideration of the mutual promises hereinafter set forth, the parties hereto agree as follows:

1.Appendix A and Appendix B of the Transfer Agency and Service Agreement shall be amended as set forth herein.

2.Each party represents to the other that this Amendment has been duly executed.

3.Appendix A and Appendix B of the Transfer Agency and Service Agreement, as amended here in, shall become effective for each Trust as of the date of first service as listed in Appendix A hereto upon execution by the parties hereto. From and after the execution hereof, any reference to the Transfer Agency and Service Agreement shall be a reference to the Transfer Agency and Service Agreement as amended hereby. Except as amended hereby, the Transfer Agency and Service Agreement shall remain in full force and effect.

4.The parties expressly agree that this Amendment shall terminate upon the effective date of the termination of the Transfer Agency and Service Agreement.

5.The parties expressly agree that this Amendment may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature on a physically delivered copy of this Amendment, by a manual signature on a copy of this Amendment transmitted by facsimile transmission, by a manual signature on a copy of this Amendment transmitted as an imaged document attached to an email, or by "Electronic Signature", which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of this Amendment by electronic, digital or other technological methods. Each counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Amendment or of executed signature pages to counterparts of this Amendment, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment.

6.If any provision of the Agreement including this Amendment is found to be invalid, illegal or unenforceable, no other provision of the Agreement or this Amendment shall be affected, and all other provisions shall be enforced to the full extent of the law.

7.This Amendment shall be governed by the laws of the State of New York, without regard to its principles of conflicts of laws.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers and their seals to be hereunto affixed, all as of the Effective Date. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement with its terms.

EACH FUND LISTED ON

APPENDIX A HERETO

By:

/s/ Elyse McLaughlin

Name:

Elyse McLaughlin

Title:

Authorized Signatory

THE BANK OF NEW YORK MELLON

By:

/s/ Michael Gronsky

Name:

Michael Gronsky

Title:

Senior Vice President

2

APPENDIX A

EXCHANGE TRADED FUNDS

 

 

Date of First

RIC/Fund Name

Former Name

Service

PGIM ETF Trust

 

6/3/22

PGIM Ultra Short Bond ETF

 

6/3/22

PGIM Active High Yield Bond ETF

 

6/3/22

PGIM Active Aggregate Bond ETF

 

6/3/22

PGIM Total Return Bond ETF

 

6/3/22

PGIM Floating Rate Income ETF

 

5/17/22

PGIM Portfolio Ballast ETF

 

12/12/22

PGIM Jennison Focused Growth ETF

 

12/12/22

PGIM Jennison Focused Value ETF

 

12/12/22

PGIM AAA CLO ETF

 

7/19/23

PGIM Short Duration Multi-Sector Bond ETF

 

7/19/23

PGIM Jennison Focused Mid-Cap ETF

 

12/11/23

PGIM Jennison Better Future ETF

 

12/11/23

PGIM Jennison International Opportunities ETF

 

12/11/23

PGIM Short Duration High Yield ETF

 

12/11/23

PGIM Municipal Income Opportunities ETF

 

6/13/24

PGIM Ultra Short Municipal Bond ETF

 

6/13/24

 

 

 

PGIM Rock ETF Trust

 

 

PGIM US Large-Cap Buffer 12 ETF – January

 

10/15/23

PGIM US Large-Cap Buffer 12 ETF – February

 

10/15/23

PGIM US Large-Cap Buffer 12 ETF – March

 

10/15/23

PGIM US Large-Cap Buffer 12 ETF – April

 

10/15/23

PGIM US Large-Cap Buffer 12 ETF – May

 

10/15/23

PGIM US Large-Cap Buffer 12 ETF – June

 

10/15/23

PGIM US Large-Cap Buffer 12 ETF – July

 

10/15/23

PGIM US Large-Cap Buffer 12 ETF – August

 

10/15/23

PGIM US Large-Cap Buffer 12 ETF – September

 

10/15/23

PGIM US Large-Cap Buffer 12 ETF – October

 

10/15/23

PGIM US Large-Cap Buffer 12 ETF – November

 

10/15/23

PGIM US Large-Cap Buffer 12 ETF – December

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – January

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – February

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – March

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – April

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – May

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – June

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – July

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – August

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – September

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – October

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – November

 

10/15/23

PGIM US Large-Cap Buffer 20 ETF – December

 

10/15/23

PGIM Laddered Fund of Buffer 12 ETF

 

6/12/24

3

PGIM Laddered Fund of Buffer 20 ETF

 

 

6/12/24

 

APPENDIX B

 

 

 

 

Creation Units

 

 

 

 

 

 

 

 

Name of  PGIM  ETF

Size of Creation Unit

 

 

 

 

 

 PGIM Active Aggregate Bond ETF 

25,000 shares

 

 

 

 

 

 PGIM Active High Yield Bond ETF 

25,000 shares

 

 

 

 

 

PGIM Floating Rate Income ETF

25,000 shares

 

 

 

 

 

 PGIM Total Return Bond ETF 

25,000 shares

 

 

 

 

 

 PGIM Ultra Short Bond ETF 

25,000 shares

 

 

 

 

 

PGIM Portfolio Ballast ETF

20,000 shares

 

 

 

 

 

PGIM Jennison Focused Growth ETF

10,000 shares

 

 

 

 

 

PGIM Jennison Focused Value ETF

10,000 shares

 

 

 

 

 

PGIM AAA CLO ETF

25,000 shares

 

 

 

 

 

PGIM Short Duration Multi-Sector Bond ETF

25,000 shares

 

 

 

 

 

PGIM Jennison Focused Mid-Cap ETF

10,000 shares

 

 

 

 

 

PGIM Jennison Better Future ETF

10,000 shares

 

 

 

 

 

PGIM Jennison International Opportunities ETF

10,000 shares

 

 

 

 

 

PGIM Short Duration High Yield ETF

25,000 shares

 

 

 

 

 

PGIM Municipal Income Opportunities ETF

25,000 shares

 

 

 

 

 

PGIM Ultra Short Municipal Bond ETF

25,000 shares

 

 

 

 

 

 

 

 

 

PGIM US Large-Cap Buffer 12 ETF – January

10,000 shares

 

 

 

 

 

PGIM US Large-Cap Buffer 12 ETF – February

10,000 shares

 

 

 

 

 

PGIM US Large-Cap Buffer 12 ETF – March

10,000 shares

 

 

 

 

 

PGIM US Large-Cap Buffer 12 ETF – April

10,000 shares

 

 

 

 

 

4

 

 

 

PGIM US Large-Cap Buffer 12 ETF – May

10,000 shares

 

 

PGIM US Large-Cap Buffer 12 ETF – June

10,000 shares

 

 

PGIM US Large-Cap Buffer 12 ETF – July

10,000 shares

 

 

PGIM US Large-Cap Buffer 12 ETF – August

10,000 shares

 

 

PGIM US Large-Cap Buffer 12 ETF – September

10,000 shares

 

 

PGIM US Large-Cap Buffer 12 ETF – October

10,000 shares

 

 

PGIM US Large-Cap Buffer 12 ETF – November

10,000 shares

 

 

PGIM US Large-Cap Buffer 12 ETF – December

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – January

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – February

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – March

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – April

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – May

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – June

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – July

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – August

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – September

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – October

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – November

10,000 shares

 

 

PGIM US Large-Cap Buffer 20 ETF – December

10,000 shares

 

 

PGIM Laddered Fund of Buffer 12 ETF

10,000 shares

 

 

PGIM Laddered Fund of Buffer 20 ETF

10,000 shares

 

 

5