Execution
AMENDMENT TO TRANSFER AGENCY AND SERVICE AGREEMENT
AMENDMENT made as of May 1, 2026 (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 may 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 Transfer Agency and Service Agreement.
WHEREAS, the parties wish to amend Appendix A of the Transfer Agency and Service Agreement to add certain Trusts or series to an existing Trust, as parties to the Transfer Agency and Service Agreement;
WHEREAS, the parties wish to amend the Transfer Agency and Service Agreement to add each PGIM ETF which will ordinarily issue for purchase and redeem shares (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 deleted in their entirety and replaced with Appendix A and Appendix B attached hereto.
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 herein, 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.
Execution
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/ Robert M. Stein Jr. |
Name: Robert M. Stein Jr. |
|
Title: |
Vice President |
2
Execution
APPENDIX A
(as amended in May 1, 2026)
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 |
|
12/14/23 |
PGIM Jennison Better Future ETF |
|
12/14/23 |
PGIM Jennison International Opportunities ETF |
|
12/14/23 |
PGIM Short Duration High Yield ETF |
|
12/14/23 |
PGIM Municipal Income Opportunities ETF |
|
6/14/24 |
PGIM Ultra Short Municipal Bond ETF |
|
6/24/24 |
PGIM Corporate Bond 0-5 Year ETF |
|
7/29/25 |
PGIM Corporate Bond 5-10 Year ETF |
|
7/29/25 |
PGIM Corporate Bond 10+ Year ETF |
|
7/29/25 |
PGIM AAA CLO Aggregate Duration ETF |
|
5/20/26 |
PGIM Securitized Income ETF |
|
5/20/26 |
PGIM Jennison U.S. Core Equity ETF |
|
5/20/26 |
|
|
|
PGIM Rock ETF Trust |
|
|
PGIM S&P 500 Buffer 12 ETF – January |
|
10/26/23 |
PGIM S&P 500 Buffer 12 ETF – February |
|
12/21/23 |
PGIM S&P 500 Buffer 12 ETF – March |
|
12/21/23 |
PGIM S&P 500 Buffer 12 ETF – April |
|
12/21/23 |
PGIM S&P 500 Buffer 12 ETF – May |
|
12/21/23 |
PGIM S&P 500 Buffer 12 ETF – June |
|
12/21/23 |
PGIM S&P 500 Buffer 12 ETF – July |
|
12/21/23 |
PGIM S&P 500 Buffer 12 ETF – August |
|
12/21/23 |
PGIM S&P 500 Buffer 12 ETF – September |
|
12/21/23 |
PGIM S&P 500 Buffer 12 ETF – October |
|
12/21/23 |
PGIM S&P 500 Buffer 12 ETF – November |
|
12/21/23 |
PGIM S&P 500 Buffer 12 ETF – December |
|
12/21/23 |
PGIM S&P 500 Buffer 20 ETF – January |
|
12/21/23 |
PGIM S&P 500 Buffer 20 ETF – February |
|
12/21/23 |
PGIM S&P 500 Buffer 20 ETF – March |
|
12/21/23 |
PGIM S&P 500 Buffer 20 ETF – April |
|
12/21/23 |
PGIM S&P 500 Buffer 20 ETF – May |
|
12/21/23 |
PGIM S&P 500 Buffer 20 ETF – June |
|
12/21/23 |
3
|
Execution |
|
|
|
|
PGIM S&P 500 Buffer 20 ETF – July |
|
12/21/23 |
PGIM S&P 500 Buffer 20 ETF – August |
|
12/21/23 |
PGIM S&P 500 Buffer 20 ETF – September |
|
12/21/23 |
PGIM S&P 500 Buffer 20 ETF – October |
|
12/21/23 |
PGIM S&P 500 Buffer 20 ETF – November |
|
12/21/23 |
PGIM S&P 500 Buffer 20 ETF – December |
|
12/21/23 |
PGIM Laddered S&P 500 Buffer 12 ETF |
|
6/11/24 |
PGIM Laddered S&P500 Buffer 20 ETF |
|
6/11/24 |
PGIM S&P Max Buffer ETF – January |
|
12/27/24 |
PGIM S&P Max Buffer ETF – February |
|
12/27/24 |
PGIM S&P Max Buffer ETF – March |
|
12/27/24 |
PGIM S&P Max Buffer ETF – April |
|
12/27/24 |
PGIM S&P Max Buffer ETF – May |
|
12/27/24 |
PGIM S&P Max Buffer ETF – June |
|
12/27/24 |
PGIM S&P Max Buffer ETF – July |
|
12/27/24 |
PGIM S&P Max Buffer ETF – August |
|
12/27/24 |
PGIM S&P Max Buffer ETF – September |
|
12/27/24 |
PGIM S&P Max Buffer ETF – October |
|
12/27/24 |
PGIM S&P Max Buffer ETF – November |
|
12/27/24 |
PGIM S&P Max Buffer ETF – December |
|
12/27/24 |
PGIM Nasdaq-100 Buffer 12 ETF – January |
|
12/27/24 |
PGIM Nasdaq-100 Buffer 12 ETF – April |
|
12/27/24 |
PGIM Nasdaq-100 Buffer 12 ETF – July |
|
12/27/24 |
PGIM Nasdaq-100 Buffer 12 ETF – October |
|
12/27/24 |
PGIM Laddered Nasdaq 12 ETF |
|
12/27/24 |
4
|
Execution |
|
APPENDIX B |
|
|
Creation Units |
|
|
(as amended on May 1, 2026) |
|
|
|
|
|
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 Corporate Bond 0-5 Year ETF |
25,000 shares |
|
|
|
|
PGIM Corporate Bond 5-10 Year ETF |
25,000 shares |
|
|
|
|
PGIM Corporate Bond 10+ Year ETF |
25,000 shares |
|
|
|
|
PGIM AAA CLO Aggregate Duration ETF |
25,000 shares |
|
|
|
|
PGIM Securitized Income ETF |
25,000 shares |
|
|
|
|
PGIM Jennison U.S. Core Equity ETF |
10,000 shares |
|
|
|
|
5 |
|
|
Execution
|
|
|
PGIM S&P 500 Buffer 12 ETF – January |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 12 ETF – February |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 12 ETF – March |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 12 ETF – April |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 12 ETF – May |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 12 ETF – June |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 12 ETF – July |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 12 ETF – August |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 12 ETF – September |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 12 ETF – October |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 12 ETF – November |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 12 ETF – December |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – January |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – February |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – March |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – April |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – May |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – June |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – July |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – August |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – September |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – October |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – November |
|
10,000 shares |
|
|
|
PGIM S&P 500 Buffer 20 ETF – December |
|
10,000 shares |
|
|
|
PGIM Laddered S&P 500 Buffer 12 ETF |
|
10,000 shares |
|
|
|
PGIM Laddered S&P 500 Buffer 20 ETF |
|
10,000 shares |
|
|
|
|
6 |
|
Execution
PGIM S&P Max Buffer ETF – January |
10,000 shares |
||
|
|
||
PGIM S&P Max Buffer ETF – February |
10,000 shares |
||
|
|
||
PGIM S&P Max Buffer ETF – March |
10,000 shares |
||
|
|
||
PGIM S&P Max Buffer ETF – April |
10,000 shares |
||
|
|
||
PGIM S&P Max Buffer ETF – May |
10,000 shares |
||
|
|
||
PGIM S&P Max Buffer ETF – June |
10,000 shares |
||
|
|
||
PGIM S&P Max Buffer ETF – July |
10,000 shares |
||
|
|
||
PGIM S&P Max Buffer ETF – August |
10,000 shares |
||
|
|
||
PGIM S&P Max Buffer ETF – September |
10,000 shares |
||
|
|
||
PGIM S&P Max Buffer ETF – October |
10,000 shares |
||
|
|
||
PGIM S&P Max Buffer ETF – November |
10,000 shares |
||
|
|
||
PGIM S&P Max Buffer ETF – December |
10,000 shares |
||
|
|
|
|
PGIM Nasdaq-100 |
Buffer 12 |
ETF – January |
10,000 shares |
|
|
|
|
PGIM Nasdaq-100 |
Buffer 12 |
ETF – April |
10,000 shares |
|
|
|
|
PGIM Nasdaq-100 |
Buffer 12 |
ETF – July |
10,000 shares |
|
|
|
|
PGIM Nasdaq-100 |
Buffer 12 |
ETF – October |
10,000 shares |
|
|
||
PGIM Laddered Nasdaq 12 ETF |
10,000 shares |
||
|
|
|
|
7