PGIM Investments LLC 

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

October 1, 2022 

The Board of Trustees
Prudential Investment Portfolios 8
655 Broad Street—6^th Floor
Newark, New Jersey 07102 

Re:  PGIM Quant Solutions Stock Index Fund  

To the Board of Trustees: 

PGIM Investments LLC (“PGIM Investments”) has contractually agreed through January 31, 2024, to waive a portion of its management fee so that the effective management fee for the Fund will be 0.08% of the average daily net assets of the Fund. This waiver may not be terminated prior to January 31, 2024, without the prior approval of the Fund’s Board of Trustees.  

Separately, PGIM Investments has contractually agreed, through January 31, 2024, to limit transfer agency, shareholder servicing, sub-transfer agency, and blue sky fees, as applicable, to the extent that such fees cause the Total Annual Fund Operating Expenses to exceed 0.18% of average daily net assets for Class R6 shares. This contractual expense limitation excludes interest, brokerage, taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), acquired fund fees and expenses, extraordinary expenses, and certain other Fund expenses such as dividend and interest expense and broker charges on short sales. Where applicable, PGIM Investments agrees to waive management fees or shared operating expenses on any share class to the same extent that it waives such expenses on any other share class. In addition, Total Annual Fund Operating Expenses for Class R6 shares will not exceed Total Annual Fund Operating Expenses for Class Z shares. Fees and/or expenses waived and/or reimbursed by PGIM Investments for the purpose of preventing the expenses from exceeding a certain expense ratio limit may be recouped by PGIM Investments within the same fiscal year during which such waiver and/or reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year. The waiver and expense limitation may not be terminated prior to January 31, 2024, without the prior approval of the Fund’s Board of Trustees. 

Very truly yours, 

PGIM INVESTMENTS LLC 

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