10-Q - PGIM - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2023

☐Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to ****

Commission File Number: 814-01582

PGIM Private Credit Fund

(Exact name of Registrant as specified in its Charter)

Delaware	****	88-1771414
(State or Other Jurisdiction of Incorporation)		(IRS Employer Identification No.)

655 Broad Street
Newark , NJ		07102-4410
(Address of Principal Executive Offices)		(Zip Code)

(Registrant’s telephone number, including area code): ( 973 ) 802-5032

Securities registered pursuant to Section 12(b) of the Act:

None	****	Not applicable	****	Not applicable
(Title of each class)		(Trading Symbol(s) )		(Name of each exchange where registered)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller Reporting company	☐
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of Registrant’s common shares of beneficial interest, $0.001 par value per share, outstanding as of August 11, 2023 was 4,285,940, 382, and 382 of Class I, Class S and Class D, respectively.

Table of Contents Table of Contents


		Page
PART I	Financial information
Item 1.	Financial Statements (Unaudited)	1
	Statements of Assets and Liabilities as of June 30, 2023 and December 31, 2022	1
	Statements of Operations for the Three and Six Months Ended June 30, 2023	2
	Statements of Changes in Net Assets for the Three and Six Months Ended June 30, 2023	3
	Statement of Cash Flow for the Six Months Ended June 30, 2023	4
	Schedules of Investments as of June 30, 2023 and December 31, 2022	5
	Notes to Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	32

PART II	Other information
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35

Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements about the PGIM Private Credit Fund’s (the “Fund,” “we,” “us” or “our”) business, including, in particular, statements about the Fund’s plans, strategies and objectives. You can generally identify forward-looking statements by the use of forward-looking terminology such as “may,” “will,” “expect,” “intend,” “anticipate,” “estimate,” “believe,” “continue” or other similar words. These statements include the Fund’s plans and objectives for future operations, including plans and objectives relating to future growth and availability of funds, and are based on current expectations that involve numerous risks and uncertainties. Assumptions relating to these statements involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to accurately predict and many of which are beyond the Fund’s control. Although the Fund believes the assumptions underlying the forward-looking statements, and the forward-looking statements themselves, are reasonable, any of the assumptions could be inaccurate and, therefore, there can be no assurance that these forward-looking statements will prove to be accurate and the Fund’s actual results, performance and achievements may be materially different from that expressed or implied by these forward-looking statements. In light of the significant uncertainties inherent in these forward looking statements, the inclusion of this information should not be regarded as a representation by the Fund or any other person that the Fund’s objectives and plans, which the Fund considers to be reasonable, will be achieved. These risks, uncertainties and other factors include, without limitation:

●	our future operating results;
●	our business prospects and the prospects of the companies in which we may invest;
---	---
●	the impact of the investments that we expect to make;
---	---
●	our ability to raise sufficient capital and repurchase shares to execute our investment strategy;
---	---
●	general economic, logistical and political trends and other external factors, including inflation and recent supply chain and labor market disruptions;
---	---
●	the ability of our portfolio companies to achieve their objectives;
---	---
●	changes in the general interest rate environment;
---	---
●	the adequacy of our cash resources, future financing sources and working capital;
---	---
●	the timing and amount of cash flows, distributions and dividends, if any, from our portfolio companies;
---	---
●	our contractual arrangements and relationships with third parties;
---	---
●	risks associated with the demand for liquidity under our share repurchase program and the Board of Trustees’ (the “Board”) continued approval of quarterly tender offers;
---	---
●	actual and potential conflicts of interest with PGIM Investments LLC (“PGIM Investments,” the “Manager” or the “Valuation Designee”) or any of its affiliates;
---	---
●	the elevating levels of inflation, and its impact on our portfolio companies and on the industries in which we invest;
---	---
●	the dependence of our future success on the general economy and its effect on the industries in which we may invest;
---	---
●	our business prospects and the prospects of our portfolio companies, including our and their ability to effectively respond to challenges posed by COVID-19;
---	---
●	the ability of the Manager to source suitable investments for us and to monitor and administer our investments;
---	---
●	the impact of future acquisitions and divestitures;
---	---
●	the ability of the Manager or its affiliates to attract and retain highly talented professionals;
---	---
●	general price and volume fluctuations in the stock market;
---	---
●	our ability to maintain our qualification as a regulated investment company (“RIC”) and as a business development company (“BDC”);
---	---
●	the impact on our business of U.S. and international financial reform legislation, rules and regulations;
---	---
●	the effect of changes to tax legislation and our tax position; and
---	---
●	the tax status of the enterprises in which we may invest.
---	---

You should carefully review the “Risk Factors” section of our prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 7, 2023 for a discussion of the risks and uncertainties that the Fund believes are material to its business, operating results, prospects and financial condition. Except as otherwise required by federal securities laws, the Fund does not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Table of Contents PART I – Financial Information

Item 1. Financial Statements.

PGIM Private Credit Fund

Statements of Assets and Liabilities (in thousands, except share and per share amounts)

(Unaudited)


	****	June 30, 2023		****	December 31, 2022		****
ASSETS
Investments at fair value
Non-controlled/non-affiliated investments (cost of $74,435 and $8,486 at June 30, 2023 and December 31, 2022, respectively)^(1)^		$	74,548		$	8,486
Cash and cash equivalents			37,170			3,218
Foreign currency, at value			73			—
Interest receivable from non-controlled/non-affiliated investments			622			43
Receivable for investments sold			18			—
Unrealized appreciation on OTC forward foreign currency exchange contracts			9			—
Due from Manager			149			89
Other assets			—			1
Total assets		$	112,589		$	11,837

LIABILITIES
Professional fees payable			113			50
Transfer agent’s fees payable			27			—
Custodian and accounting fees payable			112			22
Shareholders' reports payable			12			—
Accrued pricing fees payable			27			—
Accrued expenses and other liabilities			7			20
Total liabilities		$	298		$	92

Commitments and contingencies (Note 7)

NET ASSETS
Common shares, $0.001 par value (unlimited shares authorized; 4,285,940 and 468,100 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively)			4			—	^(*)^
Paid–in capital in excess of par value			109,099			11,703
Total distributable earnings (loss)			3,188			42
Total net assets		$	112,291		$	11,745
NET ASSET VALUE PER SHARE
Class I Shares:
Net assets		$	112,291		$	11,745
Common shares outstanding ($0.001 par value, unlimited shares authorized)			4,285,940			468,100
Net asset value per share		$	26.20		$	25.09

(1)	Includes unfunded loan commitments which are disclosed in footnote seven within the Schedule of Investments.
(*)	Less than $500
---	---

The accompanying notes are an integral part of these financial statements

Table of Contents PGIM Private Credit Fund

Statements of Operations (in thousands, except share and per share amounts) (Unaudited)


	****	For the Three		****	For the Six
		Months Ended			Months Ended
		June 30, 2023			June 30, 2023
Investment income	^^		^^			^^
From non-affiliated investments:	^^		^^			^^
Interest income		$	2,109		$	2,674
Dividend income			488			528
Total investment income			2,597			3,202

Expenses		^^	^^		^^	^^
Professional fees			201			226
Income based incentive fees			185			185
Custodian and accounting fees			45			90
Trustees’ fees			44			88
Transfer agent’s fees and expenses			78			78
Pricing fees			27			27
Other general & administrative			3			19
Shareholders' reports			12			12
Total expenses			595			725
Expense reimbursement (Note 3)			(285)			(363)
Incentive fees waived (Note 3)			(185)			(185)
Net expenses			125			177
Net Investment Income (loss)			2,472			3,025

Realized and Unrealized Gain (Loss) on Investments and Foreign Currency Transactions		^^	^^		^^	^^
Net Realized gain (loss) on:		^^	^^		^^	^^
Non-affiliated investments transactions			—			—
Forward currency contracts			(8)			(8)
Foreign currency transactions			(5)			7
			(13)			(1)
Net change in unrealized appreciation (depreciation) on:
Non-affiliated investments		^^	34		^^	113
Forward currency contracts			20			9
Foreign currencies			5			—
			59			122
Net gain (loss) on investments and foreign currency transactions			46			121
Net increase (decrease) in net assets resulting from operations		$	2,518		$	3,146

The accompanying notes are an integral part of these financial statements

Table of Contents PGIM Private Credit Fund

Statements of Changes in Net Assets (in thousands) (Unaudited)


	****	For the Three			For the Six
		Months Ended			Months Ended
		June 30, 2023		****	June 30, 2023
Operations
Net investment income (loss)		$	2,472		$	3,025
Net realized gain (loss)			(13)			(1)
Net change in unrealized appreciation (depreciation)			59			122
Net increase (decrease) in net assets resulting from operations			2,518			3,146

Distributions to common shareholders		^^	—			—

Share transactions		^^	^^
Class I		^^	^^
Proceeds from shares sold			43,000			97,400
Net increase (decrease) from share transactions			43,000			97,400
Total increase (decrease) in net assets			45,518			100,546
Net Assets, beginning of period			66,773			11,745
Net Assets, end of period		$	112,291		$	112,291

The accompanying notes are an integral part of these financial statements

Table of Contents PGIM Private Credit Fund

Statement of Cash Flows (in thousands) (Unaudited)


	****	For the Six
		Months Ended
		June 30, 2023
Cash flows from operating activities:	^^		^^
Net increase (decrease) in net assets resulting from operations		$	3,146
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:	^^		^^
Net unrealized (appreciation) depreciation on investments			(113)
Net unrealized (appreciation) depreciation on foreign currency forward contracts			(9)
Net unrealized (appreciation) depreciation on translation of assets and liabilities in foreign currencies			—
Net realized (gain) loss on investments			—
Net accretion of discount and amortization of premium			(127)
Purchases of investments, net			(66,920)
Proceeds from principal repayments			1,098
(Increase) decrease in assets	^^		^^
Interest receivable			(579)
Receivable for investments sold			(18)
Due from Manager			(60)
Other assets			1
Increase (decrease) in liabilities	^^		^^
Professional fees payable			63
Transfer agent’s fees payable			27
Custodian and accounting fees payable			90
Shareholders' reports payable			12
Accrued pricing fees payable			27
Accrued expenses and other liabilities			(13)
Net cash provided by (used in) operating activities			(63,375)

Cash flows from financing activities:
Proceeds from issuance of common shares			97,400
Net cash provided by (used in) financing activities			97,400

Net increase (decrease) in cash and cash equivalents, including foreign currency			34,025
Cash and cash equivalents, beginning of period			3,218
Cash and cash equivalents, end of period, including foreign currency		$	37,243

The accompanying notes are an integral part of these financial statements

Table of Contents

PGIM Private Credit Fund

Schedule of Investments

June 30, 2023

(in thousands)

(Unaudited)


	Reference							Par
	Rate and						Maturity	Amount/				Fair		% of
Investments ^(1)^	Spread^(2)^				Interest Rate^(2)^		Date	Units		Cost^(3)^		Value		Net Assets
Investments—non-affiliated
First Lien Debt^(4) (5)^
Beverages
Suja Merger Sub, LLC ^(6)^	1M	S +	5.60	%	10.74	%	8/23/2027	$	2,985	$	2,951	$	2,966	2.64	%
											2,951		2,966	2.64

Building Products
International Designs Group LLC	3M	S +	7.76	%	13.03	%	7/15/2026		4,534		4,427		4,427	3.94
											4,427		4,427	3.94

Business Services
Eureka Entertainment, LLC	1M	S +	6.85	%	11.99	%	12/20/2027		2,138		2,095		2,104	1.87
Eureka Entertainment, LLC (Revolver) ^(7)^	1M	S +	6.85	%	11.99	%	12/20/2027		319		(6)		(5)	—
											2,089		2,099	1.87
Chemicals
AgroFresh, Inc.	1M	E +	7.25	%	10.65	%	3/31/2029	EUR	828		872		881	0.79
AgroFresh, Inc.	1M	S +	6.60	%	11.74	%	3/31/2029		5,231		5,080		5,105	4.55
AgroFresh, Inc. (Delayed Draw) ^(7)^	1M	S +	6.60	%	11.74	%	3/31/2029		707		(10)		(17)	(0.02)
AgroFresh, Inc. (Revolver) ^(7)^	1M	S +	6.60	%	11.74	%	3/31/2028		566		451		453	0.40
											6,393		6,422	5.72
Commercial Services & Supplies
ZircoData Holdings Pty Ltd ^(6)(9)^	3M	B +	7.25	%	11.60	%	5/3/2026	AUD	1,847		1,225		1,222	1.09
											1,225		1,222	1.09
Construction & Engineering
ADB Acquisition, LLC ^(6)^	3M	S +	6.76	%	12.03	%	12/18/2025		3,424		3,367		3,351	2.98
Capital Construction, LLC	1M	S +	6.35	%	11.49	%	10/22/2026		929		911		915	0.82
Capital Construction, LLC (Delayed Draw)	1M	S +	6.35	%	11.49	%	10/22/2026		1,259		1,235		1,240	1.10
Capital Construction, LLC (Revolver)^(7)^	1M	S +	6.35	%	11.49	%	10/22/2026		222		84		85	0.08
Full Circle Fiber Operating LLC	3M	S +	7.15	%	12.42	%	12/16/2027		5,513		5,390		5,412	4.82
											10,987		11,003	9.80
Containers & Packaging
Close The Loop Group USA, Inc.	3M	S +	6.90	%	12.17	%	10/26/2029		2,850		2,788		2,788	2.49
Close The Loop Group USA, Inc. (Delayed Draw) ^(7)^	3M	S +	6.90	%	12.17	%	10/26/2029		359		(8)		(8)	(0.01)
Close The Loop Group USA, Inc. (Revolver) ^(7)^	3M	S +	6.90	%	12.17	%	12/26/2029		589		(13)		(13)	(0.01)
Toledo AcquisitionCo Inc. ^(6)^	3M	S +	6.15	%	11.42	%	8/21/2027		2,992		2,942		2,943	2.62
											5,709		5,710	5.09

Electronic Equipment, Instruments & Components
Rochester Sensors, LLC	3M	S +	6.65	%	11.92	%	5/8/2028		6,727		6,564		6,564	5.84
Rochester Sensors, LLC (Revolver) ^(7)^	3M	S +	6.65	%	11.92	%	5/8/2028		545		(13)		(13)	(0.01)
											6,551		6,551	5.83

Environmental & Facilities Services
Legend Buyer, Inc.	3M	S +	6.10	%	11.37	%	1/19/2029		1,129		1,103		1,108	0.98
Legend Buyer, Inc. (Revolver)^(7)^	3M	S +	6.10	%	11.37	%	1/19/2029		214		(5)		(4)	—
											1,098		1,104	0.98
Gas Utilities
Sail Energy, LLC	6M	S +	7.00	%	12.39	%	1/24/2028		1,176		1,155		1,160	1.03
Sail Energy, LLC (Delayed Draw)^(7)^	6M	S +	7.00	%	12.39	%	1/24/2028		790		674		677	0.60
Sail Energy, LLC (Revolver) ^(7)^	6M	S +	7.00	%	12.39	%	1/24/2028		381		(7)		(5)	—
											1,822		1,832	1.63

Table of Contents PGIM Private Credit Fund

Schedule of Investments (continued)

June 30, 2023

(in thousands)

(Unaudited)


	Reference							Par
	Rate and						Maturity	Amount/				Fair		% of
Investments^(1)^	Spread^(2)^				Interest Rate^(2)^		Date	Units		Cost^(3)^		Value		Net Assets
Investments—non-affiliated (continued)
Health Care Providers & Services
ADB Acquiror, Inc	3M	S +	7.65	%	12.92	%	5/12/2028	$	5,091	$	4,954	$	4,954	4.41	%
ADB Acquiror, Inc (Delayed Draw) ^(7)^	3M	S +	7.65	%	12.92	%	5/12/2028		1,727		(46)		(46)	(0.04)
ADB Acquiror, Inc (Revolver) ^(7)^	3M	S +	7.65	%	12.92	%	5/12/2028		455		(12)		(12)	(0.01)
											4,896		4,896	4.36
Human Resource & Employment Services
Pryor Learning, LLC	1M	S +	6.85	%	11.99	%	2/28/2028		1,896		1,856		1,864	1.66
Pryor Learning, LLC (Revolver) ^(7)^	1M	S +	6.85	%	11.99	%	2/28/2028		203		(4)		(4)	—
											1,852		1,860	1.66
IT Consulting & Other Services
MajorKey Technologies Holdings LLC ^(6)^	3M	S +	6.26	%	11.53	%	12/3/2026		2,910		2,877		2,877	2.56
											2,877		2,877	2.56
Media
Together Group Holdings PLC	3M	S +	7.65	%	12.92	%	4/6/2029		5,000		4,856		4,856	4.33
Together Group Holdings PLC (Delayed Draw) ^(7)^	3M	S +	7.65	%	12.92	%	4/6/2029		273		(8)		(8)	(0.01)
											4,848		4,848	4.32
Pharmaceuticals
Quest Products, LLC ^(6)(10)^	1M	S +	7.10	%	12.24	%	6/19/2025		1,740		1,723		1,724	1.54
	3M	S +	7.15	%	12.42	%
											1,723		1,724	1.54
Professional Services
HH Global Finance LTD ^(6)^	6M	L +	5.95	%	11.71	%	2/25/2027		3,000		2,953		2,953	2.63
Prestige Employee Administrators, LLC ^(6)^	3M	S +	6.15	%	11.42	%	12/31/2025		3,123		3,085		3,104	2.76
											6,038		6,057	5.39
Software
Knowledge Support Systems, Inc. ^(6)^	3M	S +	6.50	%	11.77	%	11/17/2029		1,663		1,623		1,624	1.45
											1,623		1,624	1.45
Trading Companies & Distributors
Certified Power, Inc	3M	S +	7.10	%	12.37	%	4/28/2028		4,545		4,414		4,414	3.93
Entertainment Earth, LLC ^(6)^	3M	S +	6.15	%	11.42	%	7/22/2027		2,962		2,912		2,912	2.59
											7,326		7,326	6.52

Total First Lien Debt										$	74,435	$	74,548	66.39	%
Total Investments—non-controlled										$	74,435	$	74,548	66.39	%

Cash Equivalents
State Street Institutional Treasury Plus Money Market Fund ^(8)^											35,949		35,949	32.01
Cash Equivalents										$	35,949	$	35,949	32.01	%
Total Portfolio Investments and Cash Equivalent										$	110,384	$	110,497	98.40	%

(1)	Unless otherwise indicated, issuers of debt investments held by the Fund are denominated in USD dollars. All debt investments are income producing unless otherwise indicated.
(2)	Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either the Secured Overnight Financing Rate (“SOFR” or “S”), London Interbank Offered Rate (“LIBOR” or “L”), EuroInterbank Offered Rate (“EURIBOR” or “E”) or Australian Bank Bill Swap Rate (“BBSW” or “B”), which generally resets periodically. For each loan, the Fund has indicated the reference rate used (including any adjustments per the loan agreements), and provided the spread and interest rate in effect as of June 30, 2023.
---	---

(1)

Unless otherwise indicated, issuers of debt investments held by the Fund are denominated in USD dollars. All debt investments are income producing unless otherwise indicated.

(2)

Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to either the Secured Overnight Financing Rate (“SOFR” or “S”), London Interbank Offered Rate (“LIBOR” or “L”), EuroInterbank Offered Rate (“EURIBOR” or “E”) or Australian Bank Bill Swap Rate (“BBSW” or “B”), which generally resets periodically. For each loan, the Fund has indicated the reference rate used (including any adjustments per the loan agreements), and provided the spread and interest rate in effect as of June 30, 2023.

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Table of Contents PGIM Private Credit Fund

Schedule of Investments (continued)

June 30, 2023

(in thousands)

(Unaudited)

(3)	The cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
(4)	Unless otherwise indicated, issuers of debt held by the Fund are domiciled in the United States.
---	---
(5)	All investments valued using unobservable inputs (Level 3), unless otherwise noted (see “Note 2. Accounting Policies” and “Note 5. Fair Value Measurements”).
---	---
(6)	Represents a loan that was purchased by the Fund and transferred at fair value from the parent company of PGIM Strategic Investments, Inc. in March 2023.
---	---
(7)	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value result from unamortized fees, which are capitalized to the investment cost. See below for more information on the Fund’s unfunded commitments:
---	---

---	---	---	---	---	---	---	---	---	---	---
					****			****	Unfunded
				Commitment					Commitment
Investments—non-affiliated		Commitment Type		Expiration Date		Unfunded			Fair Value
ADB Acquiror, Inc		Delayed Draw Term Loan		5/12/2028		$	1,727		$	(46)
ADB Acquiror, Inc		Revolver		5/12/2028			455			(12)
AgroFresh, Inc.		Delayed Draw Term Loan		3/31/2029			707			(17)
AgroFresh, Inc.		Revolver		3/31/2028			99			(2)
Capital Construction, LLC		Revolver		10/22/2026			133			(2)
Close The Loop Group USA, Inc.		Delayed Draw Term Loan		10/26/2029			359			(8)
Close The Loop Group USA, Inc.		Revolver		12/26/2029			589			(13)
Eureka Entertainment, LLC		Revolver		12/20/2027			319			(5)
Legend Buyer, Inc.		Revolver		1/19/2029			214			(4)
Pryor Learning, LLC		Revolver		2/28/2028			203			(4)
Rochester Sensors, LLC		Revolver		5/8/2028			545			(13)
Sail Energy, LLC		Delayed Draw Term Loan		1/24/2028			101			(1)
Sail Energy, LLC		Revolver		1/24/2028			381			(5)
Together Group Holdings PLC		Delayed Draw Term Loan		4/6/2029			273			(8)
Total						$	6,105		$	(140)

(8)	Cash equivalents balance represents amounts held in interest-bearing money market funds issued by State Street Institutional Treasury Plus Money Market Fund (Investor Class (SAEXX)), which had a 30-day yield of 4.93% as of June 30, 2023.
(9)	The investment is not a qualifying asset under Section 55(a) of the 1940 Act. The Fund may not acquire any non-qualifying asset unless, at the time of acquisition, qualifying assets represent at least 70% of the Fund’s total assets. As of June 30, 2023, non-qualifying assets represented 1.1% of total assets as calculated in accordance with regulatory requirements.
---	---
(10)	The investment has multiple unique terms, so the loan principal is being subdivided and accordingly, interest is being accrued at differing interest rates as presented on the Schedule of Investments.
---	---

Table of Contents PGIM Private Credit Fund

Schedule of Investments (continued)

June 30, 2023

(in thousands)

(Unaudited)

ADDITIONAL INFORMATION

Forward Foreign Currency Exchange Contracts


	****	Currency Purchased	Currency Sold	Settlement	****	Unrealized Appreciation		****
Counterparty		(000's)	(000's)	Date		(Depreciation)		****
Macquarie Bank Limited		1,241	AUD 1,847	22-Aug-23		$	10
Macquarie Bank Limited		32	AUD 48	22-Aug-23			—	^(*)^
Macquarie Bank Limited		2	AUD 4	22-Aug-23			—	^(*)^
Macquarie Bank Limited		921	845	7-July-23			(1)
						$	9

All values are in US Dollars.

(*)Less than $500

The accompanying notes are an integral part of these financial statements.

Table of Contents PGIM Private Credit Fund

Schedule of Investments

December 31, 2022

(in thousands)


	****	Reference		****		****		****	Par		****			****			****		****
		Rate and					Maturity		Amount/						Fair			% of
Investments^(1)^		Spread^(2)^			Interest Rate^(2)^		Date		Units			Cost^(3)^			Value			Net Assets
Investments—non-affiliated
First Lien Debt^(4) (5)^
Business Services
Eureka Entertainment, LLC		3M S +	6.90	%	11.49	%	12/20/2027		$	2,149		$	2,101		$	2,101		17.89	%
Eureka Entertainment, LLC (Revolver)^(6)^		3M S +	6.90	%	11.49	%	12/20/2027			319			(7)			(7)		(0.06)
													2,094			2,094		17.83
Construction & Engineering
Capital Construction, LLC		1M S +	6.60	%	10.96	%	10/22/2026			931			911			911		7.76
Capital Construction, LLC (Revolver)^(6)^		1M S +	6.60	%	10.96	%	10/22/2026			222			50			50		0.43
Capital Construction, LLC (Delayed Draw)^(6)^		1M S +	6.60	%	10.96	%	10/22/2026			1,259			(14)			(14)		(0.12)
Full Circle Fiber Operating LLC		3M S +	7.15	%	11.74	%	12/16/2027			5,583			5,445			5,445		46.36
													6,392			6,392		54.43
Total First Lien Debt												$	8,486		$	8,486		72.26	%
Total Investments—non-affiliated												$	8,486		$	8,486		72.26	%
Cash Equivalents
State Street Institutional Treasury Plus Money Market Fund ^(7)^													3,218			3,218		27.40
Total Cash Equivalents												$	3,218		$	3,218		27.40	%
Total Portfolio Investments and Cash Equivalents												$	11,704		$	11,704		99.66	%

(1)	Unless otherwise indicated, issuers of debt investments held by the Fund are denominated in USD dollars. All debt investments are income producing unless otherwise indicated.
(2)	Variable rate loans to the portfolio companies bear interest at a rate that is determined by reference to the Secured Overnight Financing Rate (“SOFR” or “S”), which generally resets periodically. For each loan, the Fund has indicated the reference rate used (including any adjustments per the loan agreements), and provided the spread and interest rate in effect as of December 31, 2022.
---	---
(3)	The cost represents the original cost adjusted for the accretion of discounts and amortization of premiums, as applicable, on debt investments using the effective interest method in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
---	---
(4)	Unless otherwise indicated, issuers of debt held by the Fund are domiciled in the United States.
---	---
(5)	All investments valued using unobservable inputs (Level 3), unless otherwise noted (see “Note 2. Accounting Policies” and “Note 5. Fair Value Measurements”).
---	---

Table of Contents PGIM Private Credit Fund

Schedule of Investments (continued)

December 31, 2022

(in thousands)

(6)	Position or portion thereof is an unfunded loan commitment, and no interest is being earned on the unfunded portion, although the investment may be subject to unused commitment fees. Negative cost and fair value results from unamortized fees, which are capitalized to the investment cost. See below for more information on the Fund’s unfunded commitments:


	****		****		****			****	Unfunded
		Commitment		Commitment					Commitment
Investments— non-affiliated		Type		Expiration Date		Unfunded			Fair Value
Capital Construction, LLC		Delayed Draw Term loan		10/22/2026		$	1,259		$	(14)
Capital Construction, LLC		Revolver		10/22/2026			167			(5)
Eureka Entertainment, LLC		Revolver		12/20/2027			319			(7)
Total						$	1,745		$	(26)

(7)	Cash equivalents balance represents amounts held in interest-bearing money market funds issued by State Street Institutional Treasury Plus Money Market Fund (Investor Class (SAEXX)), which had a 30-day yield of 3.90% as of December 31, 2022.

The accompanying notes are an integral part of these financial statements.

Table of Contents PGIM Private Credit Fund

Notes to Financial Statements (unaudited)

(dollars in thousands, except share and per share amounts)

Note 1. Organization

The Fund is a Delaware statutory trust formed on March 21, 2022. The Fund currently invests and intends to continue investing primarily in privately placed floating rate leveraged (below investment grade) debt, including, but not limited to, senior secured, first lien, debt issuances in middle market companies primarily in the United States as well as up to 30% of its total assets in investments in other countries (primarily Canada, Europe, Australia and Latin America). The Fund currently is wholly-owned by PGIM Strategic Investments, Inc. The Fund elected to be regulated as a BDC under the Investment Company Act of 1940, as amended (the “1940 Act”) effective May 5, 2023. On May 8, 2023, the Fund elected to be treated for federal income tax purposes, and intends to qualify annually thereafter, as a RIC as defined under Subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”).

The Fund’s investment objective is to seek to generate current income and, to a lesser extent, long-term capital appreciation. Under normal circumstances, the Fund intends to invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit investments. The Fund considers private credit investments to include loans, bonds and other credit instruments that are issued in private offerings or issued by private companies. Under normal circumstances, it is expected that the Fund will primarily be invested in privately originated and privately negotiated direct lending investments to U.S. middle market companies through (i) first lien senior secured loans (including club deals by a small group of investment firms), and (ii) with not more than 20% of total invested capital in senior secured second and third lien loans, and unsecured loans.

The Fund commenced its operation on December 13, 2022, and as a result comparative statements have not been presented.

Note 2. Accounting Policies

Basis of Presentation

The accompanying financial statements are prepared in accordance with U.S. GAAP. This requires the Fund to make certain estimates and assumptions that may affect the amounts reported on the financial statements and accompanying notes. These financial statements reflect normal and recurring adjustments that in the opinion of the Fund are necessary for the fair statement of the results for the periods presented. Actual results could differ from those estimates and assumptions included on the financial statements.

The Fund follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 Financial Services – Investment Companies.

Cash and Cash Equivalents

Cash represents cash deposits held at financial institutions, which at times may exceed U.S. federally insured limits. The Fund’s deposits are held at financial institutions with high credit-quality to minimize credit risk exposure. Cash equivalents consist of other highly liquid investments, such as money market funds. Cash and cash equivalents are carried at cost, which approximates fair value. The Fund may invest in cash, cash equivalents, U.S. government securities or high-quality debt securities maturing in one year or less from the time of investment.

Investments

The Fund values its investments in accordance with FASB ASC 820, Fair Value Measurements (“ASC 820”), which defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the applicable measurement date. ASC 820 prioritizes the use of observable market prices derived from such prices over entity-specific inputs. The Fund is required to report its investments for which current market values are not readily available at fair value. Due to the inherent uncertainties of valuation, certain estimated fair values may differ significantly from the values that would have been realized had a readily available market for these investments existed, and these differences could be material. See “Note 5. Fair Value Measurements.” 11

Table of Contents The Fund’s Board has adopted valuation procedures for security valuation under which fair valuation responsibilities have been delegated to the Valuation Designee. Pursuant to the Board’s delegation, the Valuation Designee has established a valuation committee responsible for supervising the fair valuation of portfolio securities and other assets and liabilities. The valuation procedures permit the Fund to utilize independent valuation advisor services.

The Valuation Designee will use reliable market quotations to value the Fund’s investments when such market quotations are readily available. Debt and equity securities that are not publicly traded or whose market price is not readily available or whose market quotations are not deemed to represent fair value are valued at fair value as determined in good faith by or under the direction of the Valuation Designee. Market quotations may be deemed not to represent fair value in certain circumstances where the Valuation Designee reasonably believes that facts and circumstances applicable to an issuer, a seller or purchaser or the market for a particular security causes current market quotes not to reflect the fair value of the security.

If and when market quotations are deemed not to represent fair value, the Fund typically utilizes independent third party valuation firms to assist in determining fair value. Accordingly, such investments go through a multi-step valuation process as described below. The Valuation Designee intends to engage one or more independent valuation firms based on a review of each firm’s expertise and relevant experience in valuing certain securities. In each case, independent valuation firms consider observable market inputs together with significant unobservable inputs in arriving at their valuation recommendations for such Level 3 categorized assets.

With respect to investments for which market quotations are not readily available or when such market quotations are deemed not to represent fair value, the Valuation Designee, subject to oversight by the Fund’s Board, has approved a multi-step valuation process each month, as described below:

·	Valuation process begins with each portfolio company or investment being initially valued at cost. For Level 3 investments, the cost (purchase price adjusted for accreted original issue discount/amortized premium) or any recent comparable trade activity on the security investment shall be considered to reasonably approximate the fair value of the investment, provided that no material change has since occurred in the issuer’s business, significant inputs or the relevant environment.
·	Valuation Designee discusses valuations and determines in good faith the fair value of each investment in the portfolio based in part on information from an independent valuation firm that is provided on a monthly basis in conjunction with the determination of the Net Asset Value (“NAV”) per share each month.
---	---
·	Valuation conclusions are discussed with and documented by the Valuation Designee, including whether a significant observable change has occurred since the most recent month-end with respect to an investment that requires an adjustment from the most recent monthly valuation.
---	---
·	The Board reviews valuations approved by the Valuation Designee at least quarterly.
---	---

As part of the Fund’s valuation process, the Valuation Designee will take into account relevant factors in determining the fair value of the Fund’s investments without market quotations, many of which are loans, including and in combination, as relevant: (i) the estimated enterprise value of a portfolio company, (ii) the nature and realizable value of any collateral, (iii) the portfolio company’s ability to make payments based on its earnings and cash flow, (iv) the markets in which the portfolio company does business, (v) a comparison of the portfolio company’s securities to any similar publicly traded securities, and (vi) overall changes in the interest rate environment and the credit markets that may affect the price at which similar investments may be made in the future. The determinations of fair value may differ materially from the values that would have been used if a readily available market for these non- traded securities existed. Due to this uncertainty, fair value determinations may cause NAV on a given date to materially differ from the value that may ultimately realize upon the sale of one or more of the investments.

The Board reviews the valuations of portfolio investments quarterly and, no less frequently than annually, the adequacy of policies and procedures regarding valuations and the effectiveness of their implementation.

Foreign Currency Translation

The books and records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars on the following basis: (i) market value of investment securities, other assets and liabilities—at the exchange rate as of the valuation date; (ii) purchases and sales of investment securities, income and expenses—at the rates of exchange prevailing on the respective dates of such transactions. 12

Table of Contents Although the net assets of the Fund are presented at the foreign exchange rates and market values at the close of the period, the Fund does not generally isolate that portion of the results of operations arising as a result of changes in the foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities held at the end of the period. Similarly, the Fund does not isolate the effect of changes in foreign exchange rates from the fluctuations arising from changes in the market prices of long-term portfolio securities sold during the period. Accordingly, holding period unrealized and realized foreign currency gains (losses) are included in the reported net change in unrealized appreciation (depreciation) on investments and net realized gains (losses) on investment transactions on the Statements of Operations. Notwithstanding the above, the Fund does isolate the effect of fluctuations in foreign currency exchange rates when determining the gain (loss) upon the sale or maturity of foreign currency denominated debt obligations; such amounts are included in net realized gains (losses) on foreign currency transactions.

Additionally, net realized gains (losses) on foreign currency transactions represent net foreign exchange gains (losses) from the disposition of holdings of foreign currencies, currency gains (losses) realized between the trade and settlement dates on investment transactions, and the difference between the amounts of interest, dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent amounts actually received or paid. Net unrealized currency gains (losses) arise from valuing foreign currency denominated assets and liabilities (other than investments) at period end exchange rates.

Foreign Currency Transactions

Based on market conditions, the Fund enters into foreign currency forward contracts (“forward contracts”) as a hedge against fluctuations in future foreign currency exchange rates. The Fund may engage in foreign currency exchange transactions in connection with its investments in foreign instruments. The Fund is not required to hedge its currency exposure, if any, and may choose not to do so. The Fund generally will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market or through forward contracts to purchase or sell foreign currencies, including the payment of dividends and the settlement of transactions that otherwise might require untimely dispositions of Fund investments.

The contracts are valued daily at current forward exchange rates and any unrealized gain (loss) is included in net unrealized appreciation or depreciation on forward contracts. Gain (loss) is realized on the settlement date of the contract equal to the difference between the settlement value of the original and negotiated forward contracts. This gain (loss), if any, is included in net realized gain (loss) on forward contract transactions. Risks may arise upon entering into these contracts from the potential inability of the counterparties to meet the terms of their contracts. Forward currency contracts involve risks from currency exchange rate and credit risk in excess of the amounts reflected on the Statements of Assets and Liabilities. The Fund’s maximum risk of loss from counterparty credit risk is the net value of the cash flows to be received from the counterparty at the end of the contract’s life.

Master Netting Arrangements

The Fund is subject to various Master Agreements, or netting arrangements, with select counterparties. These are agreements which PGIM Inc. (“PGIM” or the “Subadviser”) may have negotiated and entered into on behalf of the Fund. A master netting arrangement between the Fund and the counter party permits the Fund to offset amounts payable by the Fund to the same counterparty against amounts to be received; and by the receipt of collateral from the counterparty by the Fund to cover the Fund’s exposure to the counterparty. However, there is no assurance that such mitigating factors are easily enforceable. In addition to master netting arrangements, the right to set-off exists when all the conditions are met such that each of the parties owes the other determinable amounts, the reporting party has the right to set-off the amount owed with the amount owed by the other party, the reporting party intends to set-off and the right of set-off is enforceable by law. 13

Table of Contents The Fund is a party to International Swaps and Derivatives Association, Inc. (“ISDA”) Master Agreements with certain counterparties that govern OTC derivative and foreign exchange contracts entered into from time to time. The Master Agreements may contain provisions regarding, among other things, the parties’ general obligations, representations, agreements, collateral requirements, events of default and early termination. With respect to certain counterparties, in accordance with the terms of the Master Agreements, collateral posted to the Fund is held in a segregated account by the Fund’s custodian and with respect to those amounts which can be sold or re-pledged, is presented in the Schedule of Investments. Collateral pledged by the Fund is segregated by the Fund’s custodian and identified in the Schedule of Investments. Collateral can be in the form of cash or debt securities issued by the U.S. Government or related agencies or other securities as agreed to by the Fund and the applicable counterparty. Collateral requirements are determined based on the Fund’s net position with each counterparty. Termination events applicable to the Fund may occur upon a decline in the Fund’s net assets below a specified threshold over a certain period of time. Termination events applicable to counterparties may occur upon a decline in the counterparty’s long-term and short-term credit ratings below a specified level. In each case, upon occurrence, the other party may elect to terminate early and cause settlement of all derivative and foreign exchange contracts outstanding, including the payment of any losses and costs resulting from such early termination, as reasonably determined by the terminating party. Any decision by one or more of the Fund’s counterparties to elect early termination could impact the Fund’s future derivative activity.

Revenue Recognition

The Fund records its investment transactions on a trade date basis, which is the date when the Fund assumes the risks for gains and losses related to that investment. Realized gains and losses are based on the specific identification method. Expenses are recorded on an accrual basis, which may require the use of certain estimates by management that may differ from actual.

Interest Income

Interest income is recorded on an accrual basis and includes the accretion of discounts and amortization of premiums. Discounts from and premiums to par value on debt investments purchased are accreted/amortized into interest income over the life of the respective security using the effective interest method. The amortized cost of debt investments represents the original cost, including original issue discount and upfront structuring fees (i.e. origination fees) received that are deemed to be an adjustment to yield, adjusted for the accretion of discounts and amortization of premiums, if any. Upon prepayment of a loan or debt security, any prepayment premiums, unamortized upfront loan origination fees and unamortized discounts are recorded as interest income in the current period. For the three and six months ended June 30, 2023, the Fund recorded $2,109 and $2,674, respectively, in interest income.

Dividend Income

Dividend income on preferred equity securities is recorded on the accrual basis to the extent that such amounts are payable by the portfolio company and are expected to be collected. Dividend income on common equity securities is recorded on the record date for private portfolio companies or on the ex-dividend date for publicly-traded portfolio companies. For the three and six months ended June 30, 2023, the Fund recorded $488 and $528, respectively, in dividend income.

Non-Accrual Income

Loans are generally placed on non-accrual status when there is reasonable doubt that principal or interest will be collected in full. Accrued interest is generally reversed when a loan is placed on non-accrual status. Additionally, any original issue discount and market discount are no longer accreted to interest income as of the date the loan is placed on non-accrual status. Interest payments received on non-accrual loans may be recognized as income or applied to principal depending upon management’s judgment regarding collectability. Non-accrual loans are restored to accrual status when past due principal and interest is paid current and, in the Subadviser’s judgment, are likely to remain current. The Subadviser may make exceptions to this treatment and determine to not place a loan on non-accrual status if the loan has sufficient collateral value and is in the process of collection.

Organizational and Offering Costs

The Manager has agreed to pay the Fund’s organizational and offering expenses relating to the initial sale of common shares in this offering. The Fund is not obligated to repay any such organizational and offering expenses paid by the Manager. 14

Table of Contents

Income Taxes

The Fund elected to be regulated as a BDC under the 1940 Act effective May 5, 2023. The Fund also elected to be treated as a RIC under the Code commencing with the taxable year ended December 31, 2023. So long as the Fund maintains its status as a RIC, it generally will not pay corporate-level U.S. federal income taxes on any ordinary income or capital gains that it distributes at least annually to its shareholders as dividends. Rather, any tax liability related to income earned and distributed by the Fund would represent obligations of the Fund’s investors and would not be reflected in the financial statements of the Fund.

The Fund evaluates tax positions taken or expected to be taken in the course of preparing its financial statements to determine whether the tax positions are “more-likely-than-not” to be sustained by the applicable tax authority. Tax positions not deemed to meet the “more-likely-than-not” threshold are reserved and recorded as a tax benefit or expense in the current year. All penalties and interest associated with income taxes are included in income tax expense. Conclusions regarding tax positions are subject to review and may be adjusted at a later date based on factors including, but not limited to, on-going analyses of tax laws, regulations, and interpretations thereof.

To qualify for and maintain qualification as a RIC, the Fund must, among other things, meet certain source-of-income and asset diversification requirements. In addition, to qualify for RIC tax treatment, the Fund must distribute to its shareholders, for each taxable year, at least 90% of the sum of (i) its “investment company taxable income” for that year (without regard to the deduction for dividends paid), which is generally its ordinary income plus the excess, if any, of its realized net short-term capital gains over its realized net long- term capital losses and (ii) its net tax-exempt income.

In addition, based on the excise tax distribution requirements, the Fund is subject to a 4% nondeductible federal excise tax on undistributed income unless the Fund distributes in a timely manner in each taxable year an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of capital gain net income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in prior years. For this purpose, however, any ordinary income or capital gain net income retained by the Fund that is subject to corporate income tax is considered to have been distributed.

Note 3. Management Agreement and Transactions with Affiliates

The Manager serves as the investment manager to the Fund and has engaged PGIM as the subadviser to provide day-to-day management of the Fund’s portfolio, primarily through PGIM Private Capital (“PPC”), the private credit arm of PGIM.

The Fund and the Manager have entered into a management agreement (the “Management Agreement”) pursuant to which the Manager is entitled to receive a base management fee and an incentive fee.

Base Management Fees

The management fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Fund’s net assets as of the beginning of the first calendar day of the applicable month after the Fund elects to be regulated as a BDC under the 1940 Act. For the first calendar month in which the Fund has operations as a BDC, net assets will be measured as the date that the Fund first publicly sells shares to a person or entity other than the Manager or its affiliates. The Manager has contractually agreed to waive its management fee for one year from effectiveness of the Fund’s registration statement (“Waiver Period”). Following the Waiver Period, the Manager will receive a management fee at an annual rate of 1.25% of the average daily value of the Fund’s net assets. The Fund will be eligible to accrue the management fees once shares are first publicly sold to a person or entity other than the Manager or its affiliates. Prior to the Fund’s election of BDC status, the management fee was contractually set to zero. Accordingly, no fee was accrued during that time.

For the three and six months ended June 30, 2023, there were no management fees accrued or payable by the Fund.

Incentive Fees

The incentive fee consists of two components that are independent of each other, with the result that one component may be payable even if the other is not. The first part is based on income, whereby the Fund will pay the Manager quarterly in arrears 12.5% of the Fund’s Pre-Incentive Fee Net Investment Income Returns for each calendar quarter subject to a 5.0% annualized hurdle rate, with a catch-up. 15

Table of Contents “Pre-Incentive Fee Net Investment Income Returns” represents either the dollar value of, or percentage rate of return on the value of net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees received from portfolio companies) accrued during the calendar quarter, minus operating expenses accrued for the quarter (including the management fee and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees).

The second part is based on realized capital gains, whereby the Fund will pay the Manager at the end of each calendar year in arrears 12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains. The Manager has contractually agreed to waive the incentive fee in its entirety for one year from the effective date of the Fund’s registration statement. Prior to the Fund’s election of BDC status, the incentive fee was contractually set to zero. Accordingly, no fee was incurred during that time.

For the three and six months ended June 30, 2023, the Fund accrued income based incentive fees of $185 thousand and $185 thousand, respectively, all of which were subject to waiver by the Manager. As of June 30, 2023, there were no incentive fees payable by the Fund.

Sub-Advisory Fee

The Manager will pay a portion of the management fees and incentive fees it receives from the Fund to the Subadviser. No advisory fees will be paid by the Fund directly to the Subadviser. The Subadviser has contractually agreed to waive its portion of the management fees and incentive fees in their entirety for the Waiver Period. Prior to the Fund’s election of BDC status, the subadvisory fee was contractually set to zero. Accordingly, no subadvisory fee was payable by the Manager to the Subadviser for the three and six months ended June 30, 2023.

Under the Subadvisory Agreement, the Subadviser, subject to the supervision of the Manager, is responsible for managing the assets of the Fund in accordance with the Fund’s investment objective, investment program, and policies. The Subadviser determines what private credit and other instruments are purchased and sold for the Fund and is responsible for obtaining and evaluating financial data relevant to the Fund. The Manager continues to have responsibility for all investment advisory services pursuant to the Management Agreement and supervises the Subadviser’s performance of such services.

Intermediary Manager Agreement

The Fund entered into an Intermediary Manager Agreement with Prudential Investment Management Services, LLC (“PIMS” or the “Distributor”), an affiliate of the Manager, who will be principal underwriter and distributor of the Fund’s common shares. The Distributor will be entitled to receive shareholder servicing and/or distribution fees with respect to the Class S and Class D shares on an annualized basis as a percentage of the NAV for such class, subject to the inception of each class. The shareholder servicing and/or distribution fees will be paid monthly in arrears at an annual rate of 0.85% and 0.25% for Class S and D respectively, calculated using the NAV of the applicable class as of the beginning of the first calendar day of the month. No distribution and/or shareholder servicing fees will be paid with respect to Class I. As of June 30, 2023, the Fund has only Class I shares issued and outstanding.

Plan Administrator

Prudential Mutual Fund Services LLC (“PMFS” or the “Plan Administrator”) serves as the transfer and dividend disbursing agent of the Fund. PMFS provides customary transfer agency services to the Fund, including the handling of shareholder communications, the processing of shareholder transactions, the maintenance of shareholder account records, the payment of dividends and distributions, and related functions. PMFS is an affiliate of the Manager.

SS&C GIDS, Inc., (“SS&C”) a corporation organized in the state of Delaware serves as the sub-transfer agent of the Fund. 16

Table of Contents

Expense Limitation and Reimbursement Agreement

Pursuant to an Expense Limitation and Reimbursement Agreement, for three years from effectiveness of the Fund’s registration statement (the “ELRA Period”), the Manager has contractually agreed to waive its fees and/or reimburse expenses of the Fund so that the Fund’s Specified Expenses (as defined below) will not exceed 0.50% of net assets (annualized). The Fund has agreed to repay these amounts, when and if requested by the Manager, but only if and to the extent that Specified Expenses are less than 0.50% of net assets (annualized) (or, if a lower expense limit is then in effect, such lower limit) within three years after the date the Manager waived or reimbursed such fees or expenses. This arrangement cannot be terminated without the consent of the Fund’s Board prior to the end of the ELRA Period. “Specified Expenses” includes all expenses incurred in the business of the Fund, including organizational and offering costs (excluding the organizational and offering expenses relating to the initial sale of Class S, Class D and Class I common shares), with the following exceptions: (i) the management fee, (ii) the incentive fee, (iii) the shareholder servicing and/or distribution fee, (iv) brokerage costs or other investment-related out-of-pocket expenses, (v) dividend/ interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (vi) taxes, and (vii) extraordinary expenses (as determined in the sole discretion of the Manager). Prior to the Fund’s election of BDC status, the Manager agreed to voluntarily enact the above-described expense limitation. Accordingly, such expense reimbursement is reflected on the Statements of Operations for the three and six months ended June 30, 2023.

PGIM Investments, PGIM, PIMS, PMFS, and PPC are indirect, wholly-owned subsidiaries of Prudential Financial, Inc.

Transactions with Affiliates

The Fund’s existing investments were acquired with proceeds from purchases of the Fund’s Class I shares by PGIM Strategic Investments, Inc. Select investments, as footnoted in the Schedule of Investments, were purchased from the parent company of PGIM Strategic Investments, Inc. while the Fund operated as a private fund. All other existing investments were originated with the portfolio company. For the investments purchased, the Fund engaged an independent third-party valuation firm to assist in determining the fair value of these investments in accordance with the Fund’s valuation procedures. For more information regarding the Fund’s valuation procedures see “Note 2. Accounting Policies.” Investments were purchased from the parent company of PGIM Strategic Investments, Inc. on the below dates with aggregate fair values as follows:


Date	****	Fair Value (in thousands)
March 13, 2023		$	22,206
March 28, 2023			1,622
March 31, 2023			1,843

Note 4. Investments

The composition of the Fund’s investment portfolio at cost and fair value was as follows (dollar amounts in thousands):


	****	June 30, 2023
								Percentage of	****
								Total Investments	****
		Cost		****	Fair value		****	at Fair Value	****
First Lien Debt		$	74,435		$	74,548		100.00	%
Total		$	74,435		$	74,548	****	100.00	%


	****	December 31, 2022
								Percentage of	****
								Total Investments	****
		Cost		****	Fair value		****	at Fair Value	****
First Lien Debt		$	8,486		$	8,486		100.00	%
Total		$	8,486		$	8,486	****	100.00	%

Table of Contents The industry composition of investments at fair value was as follows:


	****	June 30, 2023	****	December 31, 2022	****
Construction & Engineering		14.75	%	75.32	%
Trading Companies & Distributors		9.83	%	—	%
Electronic Equipment, Instruments & Components		8.79	%	—	%
Chemicals		8.61	%	—	%
Professional Services		8.12	%	—	%
Containers & Packaging		7.66	%	—	%
Health Care Providers & Services		6.57	%	—	%
Media		6.50	%	—	%
Building Products		5.94	%	—	%
Beverages		3.98	%	—	%
IT Consulting & Other Services		3.86	%	—	%
Business Services		2.82	%	24.68	%
Human Resource & Employment Services		2.50	%	—	%
Gas Utilities		2.46	%	—	%
Pharmaceuticals		2.31	%	—	%
Software		2.18	%	—	%
Commercial Services & Supplies		1.64	%	—	%
Environmental & Facilities Services		1.48	%	—	%
Total	****	100.00	%	100.00	%

The geographic composition of investments at cost and fair value was as follows (dollar amounts in thousands):


		June 30, 2023
								% of Total
								Investments at
Country	****	Cost		****	Fair Value		****	Fair Value
United States		$	73,210		$	73,326		98.36	%
Australia			1,225			1,222		1.64	%
Total		$	74,435		$	74,548		100.00	%



		December 31, 2022
								% of Total
								Investments at
Country	****	Cost		****	Fair Value		****	Fair Value
United States		$	8,486		$	8,486		100.00	%
Total		$	8,486		$	8,486		100.00	%

As of June 30, 2023 and December 31, 2022, no loans in the portfolio were on non-accrual status.

As of June 30, 2023 and December 31, 2022, on a fair value basis, all performing debt investments bore interest at a floating rate.

Note 5. Fair Value Measurements

The Fund holds securities and other assets and liabilities that are fair valued on a monthly basis. The Fund’s investments are valued monthly based on a number of factors, such as the type of investment.

Various inputs determine how the Fund’s investments are valued, all of which are categorized according to the three broad levels (Level 1, 2, or 3) detailed below and referred to herein as the “fair value hierarchy” in accordance with FASB ASC Topic 820 - Fair Value Measurements and Disclosures. In the event that unobservable inputs are used when determining such valuations, the securities will be classified as Level 3 in the fair value hierarchy. Altering one or more unobservable inputs may result in a significant change to a Level 3 security’s fair value measurement. 18

Table of Contents Such inputs are summarized in the three broad levels listed below.

●	Level 1—unadjusted quoted prices generally in active markets for identical securities.
●	Level 2—quoted prices for similar securities, interest rates and yield curves, prepayment speeds, foreign currency exchange rates and other observable inputs.
---	---
●	Level 3—unobservable inputs for securities valued in accordance with Board approved fair valuation procedures.
---	---

The level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

The Fund’s private credit investments’ fair valuations are classified as Level 3 in the fair value hierarchy. Such fair values are typically determined by utilizing the income approach and discounted cash flow methodology. When an enterprise value analysis or asset collateral analysis indicates there is sufficient coverage through the subject debt security, an income approach with a yield analysis is generally considered the most appropriate method to estimate fair value. In performing a yield analysis, the annual cash flows that a subject security is expected to generate over its remaining estimated holding period are first estimated. Projected cash flows are then converted to their present value equivalent utilizing a rate of return commensurate with the risk of achieving the cash flows, which results at an estimate of fair value. The discount rate can be derived considering the rate of return implied by the original transaction, adjusted for changes in both market spreads and credit-specific factors. Consistent with industry practices, the income approach incorporates subjective judgments regarding the capitalization or discount rate and projections of future cash flows.

Newly acquired private credit investments may initially be valued at cost. Each private credit investment will then be valued monthly by an independent valuation advisor utilizing the methodology described above.

The following is a summary of the inputs used as of June 30, 2023 and December 31, 2022 in valuing such financial instruments (dollar amounts in thousands):


	****	June 30, 2023
Assets		Level 1		****	Level 2		****	Level 3		****	Total
First Lien Debt		$	—		$	—		$	74,548		$	74,548
Cash Equivalents			35,949			—			—			35,949
Total		$	35,949		$	—		$	74,548		$	110,497
Unrealized appreciation (depreciation) on OTC forward foreign currency exchange contracts*		$	—		$	9		$	—		$	9


	****	December 31, 2022
Assets		Level 1		****	Level 2		****	Level 3		****	Total
First Lien Debt		$	—		$	—		$	8,486		$	8,486
Cash Equivalents			3,218			—			—			3,218
Total		$	3,218		$	—		$	8,486		$	11,704
Unrealized appreciation (depreciation) on OTC forward foreign currency exchange contracts*		$	—		$	—		$	—		$	—
*	Represents derivative instruments not reflected in the Schedule of Investments, which are recorded at the unrealized appreciation (depreciation) on the instrument.
---	---

Table of Contents The following table presents the change in the fair value of financial instruments for which Level 3 inputs were used to determine the fair value (dollar amounts in thousands):


		First Lien
		Debt - Total Investments
		Three Months			Six Months
		Ended			Ended
	****	June 30, 2023		****	June 30, 2023
Fair value, beginning of period		$	47,017		$	8,486
Purchases of investments			28,259			66,920
Proceeds from sales of investments and principal repayments			(861)			(1,098)
Accretion of discount/amortization of premium			99			127
Net realized gain (loss)			—			—
Net change in unrealized appreciation (depreciation)			34			113
Fair value, end of period		$	74,548		$	74,548
Net change in unrealized appreciation (depreciation) included in earnings related to financial instruments still held as of June 30, 2023		$	34		$	113

The following tables present quantitative information about the significant unobservable inputs of the Fund’s Level 3 financial instruments. The table is not intended to be all-inclusive but instead captures the significant unobservable inputs relevant to the Fund’s determination of fair value (dollar amounts in thousands).


	****	Fair Value as of		****		****			Range		Directional Impact
		June 30,		****	Valuation Approach/	****	Unobservable		(Weighted		on Fair Value
		2023			Methodology		Input(s)		Average)*		from Input Increase**
Assets:
First Lien Debt		$	27,903		Market/Cost		Unadjusted Cost		N/A		N/A
First Lien Debt			46,645		Income/Discounted Cash Flow		Discount Rate		10.12% - 13.06%<br>(11.73%)		Decrease
Total		$	74,548
*	Representing the weighted average of each significant unobservable input range at the investment level by fair value
---	---
**	Represents the directional change in the fair value of the Level 3 investments that would result in an increase from the corresponding unobservable input. A decrease to the unobservable input would have the opposite effect. Altering one or more unobservable inputs may result in a significant change to a Level 3 security’s fair value measurement.
---	---

---	---	---	---	---	---	---	---	---	---	---	---
	****	Fair Value as of		****		****			Range		Directional Impact
		December 31,		****	Valuation Approach/	****	Unobservable		(Weighted		on Fair Value
		2022			Methodology		Input		Average)		from Input Increase
Assets:
First Lien Debt		$	8,486		Market/Cost		Unadjusted Cost		N/A		N/A
Total		$	8,486

The Fund invested in derivative instruments during the reporting period. The primary type of risk associated with these derivative instruments is foreign exchange contracts risk. See “Note 2. Accounting Policies” for additional detail regarding these derivative instruments and their risks. The effect of such derivative instruments on the Fund’s financial position and financial performance as reflected in the Statements of Assets and Liabilities and Statements of Operations is presented in the summary below. 20

Table of Contents Fair value of derivative instruments as of June 30, 2023 as presented in the Statements of Assets and Liabilities (dollar amounts in thousands):


Asset Derivatives							Liability Derivatives
Derivative not	****
accounted for as		Statements of Assets					Statements of Assets
hedging instruments,		and Liabilities		Fair			and Liabilities		Fair
carried at fair value		Location	****	Value		****	Location	****	Value
Foreign exchange contracts		Unrealized appreciation on OTC forward foreign currency exchange contract		$	9		—		$	—

The effects of derivative instruments on the Statements of Operations for the three and six months ended June 30, 2023 are as follows (dollar amounts in thousands):


Amount of Realized Gain (Loss) on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments, carried at fair value	Foreign currency exchange contract
	Three Months Ended		****	Six Months Ended
	June 30, 2023			June 30, 2023
Foreign exchange contracts	$	(8)		$	(8)
Total	$	(8)		$	(8)


Change in Unrealized Appreciation (Depreciation) on Derivatives Recognized in Income
Derivatives not accounted for as hedging instruments, carried at fair value	Foreign currency exchange contract
	Three Months Ended		****	Six Months Ended
	June 30, 2023			June 30, 2023
Foreign exchange contracts	$	20		$	9
Total	$	20		$	9

For the three and six months ended June 30, 2023, the Fund's average volume of derivative activities is as follows (dollar amounts in thousands):


	****	Average Volume of Derivative Activities*
		Three Months Ended	Six Months Ended
Derivative Contract Type		June 30, 2023	June 30, 2023
Forward Foreign Currency Exchange Contracts - Sold ^(1)^		2,193,895	1,455,033
*	Average volume is based on average quarter end balance as noted for the three and six months ended June 30, 2023
---	---
(1)	Value at Settlement Date
---	---

Financial Instruments/Transactions—Summary of Offsetting and Netting Arrangements

The Fund invested in OTC derivatives during the reporting period that are either offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements that permit offsetting. The information about offsetting and related netting arrangements for OTC derivatives where the legal right to set-off exists is presented in the summary below.

Offsetting of OTC derivative assets and liabilities (dollar amounts in thousands):


	****	Gross Amounts of		****	Gross Amounts of		****	Net Amounts of		****			****
		Recognized			Recognized			Recognized			Collateral
Counterparty		Assets(1)			Liabilities(1)			Assets/(Liabilities)			Pledged/(Received)(2)			Net Amount
Macquarie Bank Limited		$	9		$	—		$	9		$	—		$	9
		$	9		$	—		$	9		$	—		$	9
(1)	Includes unrealized appreciation/(depreciation) on forwards as represented on the Statement of Assets and Liabilities.
---	---
(2)	Collateral amount disclosed by the Fund is limited to the Fund’s OTC derivative exposure by counterparty.
---	---

Table of Contents Note 6. Borrowings

The Fund is permitted, under specified conditions, to issue multiple classes of indebtedness and one class of shares senior to common shares if asset coverage, as defined in the 1940 Act, would at least equal 150% immediately after each such issuance. On November 8, 2022, the Fund’s sole shareholder approved the adoption of this 150% threshold pursuant to Section 61(a)(2) of the 1940 Act and such election became effective the following day. In addition, while any senior securities remain outstanding, the Fund will be required to make provisions to prohibit any dividend distribution to shareholders or the repurchase of such securities or shares unless the Fund meets the applicable asset coverage ratios at the time of the dividend distribution or repurchase. The Fund also may be permitted to borrow amounts up to 5% of the value of the total assets for temporary or emergency purposes, which borrowings would not be considered senior securities.

The Fund intends to establish one or more credit facilities and/or subscription facilities or enter into other financing arrangements to facilitate investments and the timely payment of expenses. It is anticipated that any such credit facilities will bear interest at floating rates at to be determined spreads over SOFR or another reference rate. The Fund cannot assure shareholders that the Fund will be able to enter into a credit facility. Shareholders will indirectly bear the costs associated with any borrowings under a credit facility or otherwise. In connection with a credit facility or other borrowings, lenders may require the Fund to pledge assets, commitments and/or drawdowns (and the ability to enforce the payment thereof) and may ask to comply with positive or negative covenants that could have an effect on Fund operations. In addition, from time to time, losses on leveraged investments may result in the liquidation of other investments held by the Fund and may result in additional drawdowns to repay such amounts.

The Fund may also create leverage by securitizing the assets (including in collateralized loan obligations) and retaining the equity portion of the securitized vehicle. The Fund may also from time to time make secured loans of marginable securities to brokers, dealers, and other financial institutions.

As of June 30, 2023, the Fund did not have any borrowings outstanding.

Note 7. Commitments and Contingencies

The Fund’s investment portfolio contains debt investments which are in the form of lines of credit or delayed draw commitments, which requires the Fund to provide funding when requested by portfolio companies in accordance with underlying loan agreements. As of June 30, 2023 and December 31, 2022, the Fund had unfunded delayed draw term loans and revolvers in the aggregate principal amount of $6,105 and $1,745, respectively.

In the normal course of business, the Fund may enter into contracts that provide a variety of general indemnifications. Any exposure to the Fund under these arrangements could involve future claims that may be made against the Fund. Currently, no such claims exist or are expected to arise and, accordingly, the Fund has not accrued any liability in connection with such indemnifications.

From time to time, the Fund may be involved in various claims and legal actions arising in the ordinary course of business. As of June 30, 2023, the Fund was not involved in any material legal proceedings.

Note 8. Capital

The Fund is offering on a continuous basis its common shares of beneficial interest, $0.001 par value per share (“Common Shares”). The Fund intends to offer any combination of three classes of Common Shares—Class S shares, Class D shares and Class I shares—with a dollar value up to the maximum offering amount. The share classes have different ongoing shareholder servicing and/or distribution fees. The purchase price per share for each class of Common Shares will equal the Fund’s NAV per share, as of the effective date of the monthly share purchase date. This is a “best efforts” offering, which means that PIMS will use its best efforts to sell shares, but is not obligated to purchase or sell any specific amount of shares in this offering.

As of June 30, 2023, the Fund has 4,285,940 Class I shares issued and outstanding, all of which are owned by PGIM Strategic Investments, Inc. 22

Table of Contents Distributions

To the extent that the Fund has taxable income available, the Fund intends to make monthly distributions to its shareholders. Distributions to shareholders are recorded on the record date. All distributions will be paid at the discretion of the Board and will depend on Fund earnings, financial condition, maintenance of tax treatment as a RIC, compliance with applicable BDC regulations and such other factors as the Board may deem relevant from time to time. For the three and six months ended June 30, 2023, the Fund did not make any distributions.

Distribution Reinvestment Plan

The Fund has adopted a distribution reinvestment plan, pursuant to which all cash dividends declared by the Board on behalf of shareholders who do not elect to receive their dividends in cash as provided below will be reinvested into additional shares of the Fund. As a result, if the Board authorizes, and the Fund declares, a cash dividend or other distribution, then shareholders who have not opted out of the distribution reinvestment plan will have their cash distributions automatically reinvested in additional shares as described below, rather than receiving the cash dividend or other distribution. Distributions on fractional shares will be credited to each participating shareholder’s account to three decimal places.

As of June 30, 2023, no Common Shares were issued pursuant to the distribution reinvestment plan.

Share Repurchase Program

Beginning no later than the first full calendar quarter following the date that the Fund first publicly sells shares to a person or entity other than the Manager or its affiliates, and at the discretion of the Board, the Fund intends to commence a share repurchase program in which it intends to offer to repurchase, in each quarter, up to 5% of its Common Shares outstanding (either by number of shares or aggregate NAV) as of the close of the previous calendar quarter. The Board may amend or suspend the share repurchase program at any time if in its reasonable judgment it deems such action to be in the Fund’s best interest and the best interest of the Fund’s shareholders, such as when a repurchase offer would place an undue burden on the Fund’s liquidity, adversely affect the Fund’s operations or risk having an adverse impact on the Fund that would outweigh the benefit of the repurchase offer. As a result, share repurchases may not be available each quarter. The Fund intends to conduct such repurchase offers in accordance with the requirements of Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Section 23(c) of the 1940 Act. All shares purchased by the Fund pursuant to the terms of each tender offer will be retired and thereafter will be authorized and unissued shares.

Under the Fund’s share repurchase program, to the extent the Fund offers to repurchase shares in any particular quarter, the Fund expects to repurchase shares pursuant to quarterly tender offers (such date of the offer, the “Repurchase Date”) using a purchase price equal to the NAV per share as of the last calendar day of the applicable quarter, except that shares that have not been outstanding for at least one year will be repurchased at 98% of such NAV (an “Early Repurchase Deduction”). The one-year holding period is measured as of the subscription closing date immediately following the prospective Repurchase Date. The Early Repurchase Deduction may be waived in the case of repurchase requests arising from the death, divorce or qualified disability of the holder. The Early Repurchase Deduction will be retained by the Fund for the benefit of remaining shareholders.

As of June 30, 2023, no Common Shares were repurchased. 23

Table of Contents Note 9. Financial Highlights

The following are the financial highlights for the six months ended June 30, 2023:


	****	For the Six Months Ended		****
		June 30, 2023		****
		Class I		****
Per Share Operating Performance:^(1)^
Net asset value, beginning of period		$	25.09
Income from investment operations:
Net investment income^(2)^			1.07
Net realized and unrealized gains (losses)			0.04
Net increase (decrease) in net investment operations			1.11
Net asset value, end of period		$	26.20
Total Return ^(3)^			4.42	%
Ratios and supplemental data:
Net assets, end of period (000’s)		$	112,291
Ratio of gross expenses to average net assets^(4)^			2.05	%
Ratio of waivers to average net assets^(4)^			(1.55)	%
Ratio of net expenses to average net assets^(4)^			0.50	%
Net investment income (loss) to average net assets^(4)^			8.54	%
Portfolio turnover rate^(5)^			0	%
(1)	Selected data for a Net Asset Value per Share outstanding throughout the period.
---	---
(2)	Calculated based on average shares outstanding during the period.
---	---
(3)	Total return based on net asset value calculated as the change in Net Asset Value per Share during the respective periods, assuming distributions, if any, are reinvested on the effects of the performance of the Fund during the period.
---	---
(4)	Annualized.
---	---
(5)	The Fund’s portfolio turnover rate is calculated in accordance with regulatory requirements, without regard to transactions involving short-term investments and certain derivatives. If such transaction were included, the Fund’s portfolio turnover rate may be higher.
---	---

Note 10. Subsequent Events

The Fund’s management evaluated subsequent events through the date of issuance of the financial statements. There have been no subsequent events that occurred during such period that would require disclosure in, or would be required to be recognized in, the financial statements as of June 30, 2023 except as discussed below.

On July 3, 2023, PGIM Strategic Investments, Inc., an affiliate of the Manager, made a seed capital investment in unregistered Class S and Class D common shares of beneficial interest. The Fund received approximately $20 thousand of net proceeds relating to the issuance of each Class S and Class D Shares.

Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information contained in this section should be read in conjunction with “Item 1. Financial Statements.” This discussion contains forward-looking statements, which relate to future events, our future performance or financial condition and involves numerous risks and uncertainties, including, but not limited to, those set forth in “Risk Factors” in our prospectus, as filed with the Securities and Exchange Commission on June 7, 2023, as may be amended and supplemented from time to time.

Overview and Investment Framework

We are a newly organized, externally managed, non-diversified closed-end management investment company that has elected to be regulated as a BDC under the 1940 Act effective May 5, 2023. Formed as a Delaware statutory trust on March 21, 2022, we are externally managed by the Manager. The Manager has delegated to the Subadviser responsibility for sourcing potential investments, conducting due diligence on prospective investments, analyzing investment opportunities, structuring investments and monitoring our portfolio on an ongoing basis. The Fund commenced its operations on December 13, 2022. On May 8, 2023, the Fund elected to be treated, and intends to qualify annually thereafter, as a RIC under the Code.

The Fund’s investment objective is to seek to generate current income and, to a lesser extent, long-term capital appreciation. The Fund will seek to meet its investment objective by investing primarily in privately placed floating rate leveraged (below investment grade) debt, including, but not limited to, senior secured, first lien, debt issuances in middle market companies primarily in the United States, as well as up to 30% of its total assets in investments in other countries (primarily Canada, Europe, Australia and Latin America) by utilizing the experience and expertise that PPC has in managing a portfolio of direct lending investments, since 2000. Emphasis will be placed on companies with value-added businesses in narrowly defined and defensive market sectors, and with the exception of collateral-backed transactions, companies capable of healthy free cash flow generation. PPC also looks for strong management teams with demonstrated track records and significant personal economic stakes in their companies’ success.

Utilizing this strategy, the Fund intends to structure its investments seeking meaningful contractual debt repayment and risk reduction features, typically first-priority senior secured ranking in the capital structure, and maintenance covenant(s) and terms protections. The Fund will have a limited basket for second lien loans focused on transactions with true collateral coverage, expected to be no more than 20% of total invested capital in senior secured second and third lien loans, and unsecured loans. To manage its liquidity needs, from time to time the Fund also intends to invest a portion of its assets in liquid assets, including cash and cash equivalents, liquid fixed-income securities and other credit instruments.

Key Components of Our Results of Operations

Investments

Under normal circumstances, the Fund intends to invest at least 80% of its total assets (net assets plus borrowings for investment purposes) in private credit investments. The Fund considers private credit investment to include loans, bonds and other credit instruments that are issued in private offerings or issued by private companies. Under normal circumstances, it is expected that the Fund will primarily be invested in privately originated and privately negotiated direct lending investments to U.S. middle market companies through (i) first lien senior secured loans (including club deals by a small group of investment firms), and (ii) with not more than 20% of total invested capital in senior secured second and third lien loans, and unsecured loans.

The Fund will primarily seek investments in middle market companies predominantly located in the United States, as well as up to 30% of its total assets in investments in other countries (primarily Canada, Europe, Australia, and Latin America).

Revenues

We plan to generate revenue in the form of interest income on debt investments, capital gains, and dividend income from our equity investments in our portfolio companies. Our senior debt investments are expected to bear interest at a floating rate. Interest on debt securities is generally payable monthly, quarterly or semiannually. In some cases, some of our investments may provide for deferred interest payments or PIK interest. The principal amount of the debt securities and any accrued but unpaid PIK interest generally will become due at the maturity date. In addition, we may generate revenue in the form of commitment and other fees in connection with transactions. Original issue discounts and market discounts or premiums will be capitalized, and we will accrete or amortize such amounts as interest income. We will record prepayment premiums on loans and debt securities as interest income. Dividend income, if any, will be recognized on an accrual basis to the extent that we expect to collect such amounts. 25

Table of Contents

Expenses

Except as specifically provided below, all investment professionals and staff of the Manager and the Subadviser, when and to the extent engaged in providing investment advisory services and subadvisory services to the Fund and the base compensation, bonus and benefits, and the routine overhead expenses, of such personnel allocable to such services, will be provided and paid for by the Manager or Subadviser, as applicable.

In connection with its management of the corporate affairs of the Fund, the Manager bears the following expenses, among others: (i) the salaries and expenses of all employees of the Fund and the Manager, except the fees and expenses of Trustees who are not “affiliated persons” of the Manager or any subadviser within the meaning of the 1940 Act; (ii) all expenses incurred by the Manager in connection with managing the ordinary course of the Fund’s business, other than those assumed by the Fund in the Management Agreement; and (iii) the fees, costs and expenses payable to a subadviser pursuant to a subadvisory agreement.

From time to time, the Manager or its affiliates may pay third-party providers of goods or services. We will reimburse the Manager or such affiliates thereof for any such amounts paid on our behalf. From time to time, the Manager may defer or waive fees and/or rights to be reimbursed for expenses. All of the foregoing expenses will ultimately be borne by our shareholders, subject to the expense cap noted below.

Expense Limitation and Reimbursement Agreement

We have entered into an Expense Limitation and Reimbursement Agreement with the Manager. For additional information see “Item 1. Financial Statements—Notes to Financial Statements—Note 3. Management Agreement and Transactions with Affiliates.”

Portfolio and Investment Activity

For the three months ended June 30, 2023, we acquired $31.9 million aggregate principal amount of investments (including $3.6 million of unfunded commitments), all of which was first lien debt.

For the six months ended June 30, 2023, we acquired $82.3 million aggregate principal amount of investments (including $6.1 million of unfunded commitments), all of which was first lien debt.

Our portfolio and investment activity for the three and six months ended June 30, 2023 are presented below (information presented herein is at amortized cost unless otherwise indicated) (dollar amounts in thousands):


		For the Three Months Ended			For the Six Months Ended
	****	June 30, 2023		****	June 30, 2023
Investments:
Total Investments, beginning of period		$	46,938		$	8,486
Purchase of investments			28,259			66,920
Proceeds from principal repayment of investments			(861)			(1,098)
Amortization or accretion of discount on investments			99			127
Net realized gain (loss) on investments			—			—
Total investments, end of period		$	74,435		$	74,435

Number of Portfolio Companies			23			23

Table of Contents The weighted average yields of our investments as of June 30, 2023 were as follows:


	****	June 30, 2023	****
Weighted average yield on debt and income producing investments, at cost ^(1)^		12.87	%
Weighted average yield on debt and income producing investments, at fair value ^(1) (2)^		12.85	%
Percentage of debt investments bearing a floating rate ^(2)^		100.0	%
Percentage of debt investments bearing a fixed rate ^(2)^		0.0	%
(1)	Computed as (a) effective interest rates as of each respective date plus the annual accretion of discounts or less the annual amortization of premiums, as applicable, on accruing debt included in such securities, divided by (b) total debt investments (at fair value or cost, as applicable) included in such securities. Actual yields earned over the life of each investment could differ materially from the yields presented above.
---	---
(2)	Measured on a fair value basis. Excludes investments on non-accrual status.
---	---

Our investments as of June 30, 2023 and December 31, 2022 consisted of the following (dollar amounts in thousands):


	****	June 30, 2023
								Percentage of
								Total Investments
	****	Cost		****	Fair value		****	at Fair Value	****
First Lien Debt		$	74,435		$	74,548		100.00	%
Total	****	$	74,435	****	$	74,548	****	100.00	%

Largest portfolio company investment		$	6,551		$	6,551	****	8.79	%
Average portfolio company investment		$	3,236		$	3,241	****	4.35	%


	****	December 31, 2022
								Percentage of
								Total Investments
	****	Cost			Fair value			at Fair Value	****
First Lien Debt		$	8,486		$	8,486		100.00	%
Total	****	$	8,486	****	$	8,486	****	100.00	%

Largest portfolio company investment		$	5,445		$	5,445	****	64.16	%
Average portfolio company investment		$	2,829		$	2,829	****	33.33	%

Table of Contents Results of Operations

Operating results for the three and six months ended June 30, 2023 and for the period from commencement of operations on December 13, 2022 to December 31, 2022 were as follows (dollar amounts in thousands):


								For the period from
		For the Three			For the Six			December 13, 2022
	****	Months Ended		****	Months Ended		****	(commencement of operations) to
		June 30, 2023			June 30, 2023			December 31, 2022
Investment income
From non-affiliated investments:
Interest income		$	2,109		$	2,674		$	45
Dividend income			488			528			—
Total investment income			2,597			3,202			45

Expenses
Professional fees			201			226			50
Income based incentive fees			185			185			—
Custodian and accounting fees			45			90			22
Trustee’s fees			44			88			—
Transfer agent’s fees and expenses			78			78			—
Pricing fees			27			27			—
Other general & administrative			3			19			20
Shareholders' reports			12			12			—
Total expenses			595			725			92
Expense reimbursement (Note 3)			(285)			(363)			(89)
Incentive fees waived (Note 3)			(185)			(185)			—
Net expenses			125			177			3
Net Investment Income (loss)			2,472			3,025			42

Realized and Unrealized Gain (Loss) on Investment and Foreign Currency Transactions
Net Realized gain (loss) on:			^^			^^
Non-affiliated investment transactions			—			—			—
Forward currency contracts			(8)			(8)			—
Foreign currency transactions			(5)			7			—
Net realized gain (loss)			(13)			(1)			—
Net change in unrealized appreciation (depreciation) on:
Non-affiliated investments			34			113			—
Forward currency contracts			20			9			—
Foreign currencies			5			—			—
Net unrealized appreciation (depreciation)			59			122			—
Net gain (loss) on investment and foreign currency transactions			46			121			—
Net increase (decrease) in net assets resulting from operations	****	$	2,518	****	$	3,146		$	42

Investment Income

For the three and six months ended June 30, 2023, investment income was $2.6 million and $3.2 million, respectively, all of which was attributable to interest and fees on our debt investments and dividend income.

For the period from commencement of operations on December 13, 2022 to December 31, 2022, investment income was $45 thousand, all of which was attributable to interest and fees on our debt investments. 28

Table of Contents

Expenses

Total expenses before expense reimbursement and incentive fee waiver for the three and six months ended June 30, 2023 were $595 thousand and $725 thousand, consisting primarily of income based incentive fees, custodian and accounting fees, trustees’ fees, pricing fees, professional fees, transfer agent’s fees and expenses, shareholder’s reports and other general and administrative fees.

Total expenses before expense reimbursement for the period from commencement of operations on December 13, 2022 to December 31, 2022 were $92 thousand, consisting primarily of custodian and accounting fees, professional fees, and other general and administrative fees.

The expense reimbursement amount represents the amount of expenses waived by the Manager in accordance with the Expense Limitation and Reimbursement Agreement.

For the three and six months ended June 30, 2023, the Fund accrued income based incentive fees of $185 thousand and $185 thousand, respectively, all of which were subject to waiver by the Manager.

Net realized gain (loss) and Net change in unrealized appreciation (depreciation) on investments

For the three and six months ended June 30, 2023, the Fund reported realized gains (losses) from foreign currency transactions of $(5) thousand and $7 thousand, respectively. For the three and six months ended June 30, 2023, the Fund reported a realized loss from forward currency contracts of $8 thousand and $8 thousand, respectively.

The Fund recorded a net change in unrealized appreciation of $59 thousand and $122 thousand, for the three and six months ended June 30, 2023, which reflects the net change in fair value of the investment portfolio relative to its cost basis over the period, forward currency contract transactions and foreign currency transactions.

Financial Condition, Liquidity and Capital Resources

Our liquidity and capital resources are expected to be generated primarily through the net proceeds of our offering of the Fund’s Common Shares, any financing arrangements we may enter into in the future, and cash flows from operations, including investments sales and repayments and income earned from investments and cash equivalents. The primary uses of cash have been investments in portfolio companies and other general corporate purposes.

Our primary uses of cash are expected to be for investments in portfolio companies and other investments, distributions to our shareholders, for operational costs such as paying management and incentive fees, custodian and accounting fees and for the cost of any borrowings or financing arrangements.

Pursuant to an Expense Limitation and Reimbursement Agreement, for three years from effectiveness of the Fund’s registration statement (the “ELRA Period”), the Manager has contractually agreed to waive its fees and/or reimburse expenses of the Fund so that the Fund’s Specified Expenses (as defined below) will not exceed 0.50% of net assets (annualized). The Fund has agreed to repay these amounts, when and if requested by the Manager, but only if and to the extent that Specified Expenses are less than 0.50% of net assets (annualized) (or, if a lower expense limit is then in effect, such lower limit) within three years after the date the Manager waived or reimbursed such fees or expenses. This arrangement cannot be terminated without the consent of the Fund’s Board prior to the end of the ELRA Period. “Specified Expenses” includes all expenses incurred in the business of the Fund, including organizational and offering costs (excluding the organizational and offering expenses relating to the initial sale of Class S, Class D and Class I Common Shares), with the following exceptions: (i) the management fee, (ii) the incentive fee, (iii) the shareholder servicing and/or distribution fee, (iv) brokerage costs or other investment-related out-of-pocket expenses, (v) dividend/ interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (vi) taxes, and (vii) extraordinary expenses (as determined in the sole discretion of the Manager). Prior to the Fund’s election of BDC status, the Manager has agreed to voluntarily enact the above-described expense limitation.

As of June 30, 2023, we had $37.2 million in cash and cash equivalents, including foreign currency. During the six months ended June 30, 2023, cash used in operating activities was $63.4 million, primarily as a result of purchasing portfolio investments of $66.9 million, partially offset by proceeds from repayment of investments of $1.0 million. Cash provided by financing activities was $97.4 million, primarily as a result of proceeds from issuance of Common Shares. 29

Table of Contents Related-Party Transactions

We have entered into a number of business relationships with affiliated or related parties, including the following:

●	The Management Agreement
●	the Sub-Advisory Agreement
---	---
●	the Intermediary Manager Agreement; and
---	---
●	the Expense Limitation and Reimbursement Agreement
---	---

In addition to the aforementioned agreements, we have been granted exemptive relief by the SEC to co-invest with certain other persons, including certain affiliates of the Manager and certain funds managed and controlled by the Manager and its affiliates in a manner consistent with our investment objectives, positions, policies, strategies and restrictions as well as regulatory requirements and other pertinent factors.

Performance


	****	Inception Date	****	Since Inception Return	****
Class I		December 13, 2022		4.80	%

Critical Accounting Estimates

The preparation of the financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Changes in the economic environment, financial markets, and any other parameters used in determining such estimates could cause actual results to differ. Our critical accounting estimates, including those relating to the valuation of our investment portfolio, are described in “Item 1 Financial Statements — Notes to Financial Statements: Accounting Policies” within this report. There have been no material changes in our critical accounting policies and practices.

Recent Developments

The Fund’s management evaluated recent developments through the date of issuance of the financial statements. There have been no recent developments that occurred during such period that would require disclosure in this report.

Item 3. Quantitative and Qualitative Disclosure About Market Risk

Uncertainty with respect to the economic effects of the COVID-19 outbreak has introduced significant volatility in the financial markets, and the effect of the volatility could materially impact our market risks, including those listed herein. We will be subject to financial market risks, including valuation risk, interest rate risk and currency risk.

Valuation Risk

We plan to invest primarily in illiquid debt securities of private companies. Securities that are not publicly traded or for which market prices are not readily available will be valued at fair value as determined in good faith pursuant to procedures adopted by the Manager, as valuation designee pursuant to Rule 2a-5 under the 1940 Act, and under the oversight of the Board, based on, among other things, the input of the Manager, the Subadviser and independent third-party valuation firms engaged at the direction of Valuation Designee to review the Fund’s investments. The Board will review and determine, or (subject to the Board oversight) delegate to the Valuation Designee to determine, the fair value of each of the Fund’s investments and NAV per share each month. There is no single standard for determining fair value. As a result, determining fair value requires that judgment be applied to the specific facts and circumstances of each portfolio investment while employing a consistently applied valuation process for the types of investments we make. If we were required to liquidate a portfolio investment in a forced or liquidation sale, we may realize amounts that are different from the amounts presented and such differences could be material. 30

Table of Contents

Interest Rate Risk

Interest rate sensitivity refers to the change in earnings that may result from changes in the level of interest rates. We intend to fund portions of our investments with borrowings, and at such time, our net investment income will be affected by the difference between the rate at which we invest and the rate at which we borrow. Accordingly, we cannot assure shareholders that a significant change in market interest rates will not have a material adverse effect on our net investment income.

If deemed prudent, we may use interest rate risk management techniques in an effort to minimize our exposure to interest rate fluctuations. We may hedge against interest rate and currency exchange rate fluctuations by using standard hedging instruments such as futures, options and forward contracts subject to the requirements of the 1940 Act. While hedging activities may insulate us against adverse changes in interest rates, they may also limit our ability to participate in benefits of lower interest rates with respect to our portfolio of investments with fixed interest rates. We may also borrow funds in local currency as a way to hedge our non-U.S. denominated investments.

In the event of a rising interest rate environment, payments under floating rate debt instruments generally would rise and there may be a significant number of issuers of such floating rate debt instruments that would be unable or unwilling to pay such increased interest costs and may otherwise be unable to repay their loans. Investments in floating rate debt instruments may also decline in value in response to rising interest rates if the interest rates of such investments do not rise as much, or as quickly, as market interest rates in general. Similarly, during periods of rising interest rates, fixed-rate debt instruments may decline in value because the fixed rates of interest paid thereunder may be below market interest rates.

Based on our Statement of Assets and Liabilities as of June 30, 2023, the following table shows the annualized impact on net income of hypothetical base rate changes in interest rates (considering interest rate floors for variable rate instruments) assuming no changes in our investment (dollar amounts in thousands):


	****	Interest Income		****	Interest Expense		****	Net Income
Up 300 basis points		$	2,286		$	—		$	2,286
Up 200 basis points			1,524			—			1,524
Up 100 basis points			762			—			762
Down 100 basis points			(762)			—			(762)
Down 200 basis points			(1,524)			—			(1,524)

Currency Risk

We expect to hedge most of the risk of foreign currency fluctuations on the non-U.S. cash receipts that would flow from our non-U.S. investments, including by funding such investments with borrowings denominated in the relevant foreign currency or through other hedging techniques (including the use of foreign currency forward contracts or swaps), subject to the requirements of the 1940 Act. A foreign currency forward contract is an obligation to buy or sell a given currency on a future date and at a set price or to make or receive a cash payment based on the value of a given currency at a future date. Delivery of the underlying currency is expected, the terms are individually negotiated, the counterparty is not a clearing corporation or an exchange, and payment on the contract is made upon delivery, rather than daily. There is uncertainty regarding the timing and amounts of those future cash flows, and the Fund’s strategies for hedging transactions are subject to inherent imperfections. As such, the full risk of currency fluctuations will not be eliminated and the Fund may be exposed to additional risk of loss. There can be no guarantee that instruments suitable for hedging in market shifts will be available at the time when the Fund wishes to use them. Certain of the Fund’s hedging transactions may be undertaken through brokers, banks or other organizations, and the Fund will be subject to risk of default or insolvency of such counterparties. In such event, there can be no assurance that any money advanced to or obligations from these counterparties would be repaid or that the Fund would have any recourse in the event of default. Further, hedging transactions may reduce cash available to pay distributions to our shareholders.

Table of Contents Item 4. Control and Procedures

(a)	Evaluation of Disclosure Controls and Procedures

In accordance with Rules 13a-15(b) and 15d-15(b) of the Exchange Act, we, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q and determined that our disclosure controls and procedures are effective as of the end of the period covered by the Quarterly Report on Form 10-Q.

(b)	Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended June 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently subject to any material legal proceedings, nor, to our knowledge, are any material legal proceeding threatened against us. From time to time, we may be a party to certain legal proceedings in the ordinary course of business, including proceedings relating to the enforcement of our rights under contracts with our portfolio companies. Our business is also subject to extensive regulation, which may result in regulatory proceedings against us. While the outcome of any such future legal or regulatory proceedings cannot be predicted with certainty, we do not expect that any such future proceedings will have a material effect upon our financial condition or results of operations.

Item 1A. Risk Factors

In addition to other information set forth in this report, you should carefully consider the risk factors discussed under the heading “Risk Factors” in our prospectus as filed with the SEC on June 7, 2023, which could materially affect our business, financial condition and/or operating results. Although the risks described in our prospectus represent the principal risks associated with an investment in us, they are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may materially affect our business, financial condition and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following sets forth information about unregistered sales of our Class I shares to PGIM Strategic Investments, Inc. The offer and sale of these Class I shares was exempt from the registration provisions of the Securities Act of 1933, as amended pursuant to Section 4(a)(2). The proceeds from the sales were invested in accordance with the Fund’s investment strategy. The following table details the shares sold (dollar amounts in thousands):


	****	Amount of Class I	****
Date of Unregistered Sale		Common Shares		Consideration
April 3, 2023		1,679,032		$	43,000
Total		1,679,032		$	43,000

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None. 33

Table of Contents Item 6. Exhibits

INDEX TO EXHIBITS

Exhibit Number	****	Description of Exhibits
3.1		Amended and Restated Agreement and Declaration of Trust ^(1)^
3.2		Bylaws ^(2)^
10.1		Management Agreement between PGIM Private Credit Fund and PGIM Investments LLC, dated May 5, 2023^(3)^
10.2		Subadvisory Agreement between PGIM Private Credit Fund and PGIM, Inc., dated May 5, 2023^(3)^
10.3		Management Fee Waiver Letter between PGIM Private Credit Fund and PGIM Investments LLC, dated May 5, 2023^(3)^
10.4		Subadvisory Fee Waiver Letter between PGIM Private Credit Fund and PGIM, Inc., dated May 5, 2023^(3)^
10.5		Expense Limitation Agreement between PGIM Private Credit Fund and PGIM Investments LLC, dated May 5, 2023^(3)^
10.6		Intermediary Manager Agreement between PGIM Private Credit Fund and Prudential Investment Management Services, LLC, dated May 5, 2023^(3)^
10.7		Transfer Agency and Service Agreement between PGIM Private Credit Fund and Prudential Mutual Fund Services LLC, dated April 3, 2023^(3)^
10.8		Distribution and Shareholder Servicing Plan, dated June 20, 2023^(3)^
10.9		Multi-Class Plan, dated June 20, 2023^(3)^
31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ^(3)^
31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 ^(3)^
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ^(3)^
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 ^(3)^
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
(1)	Incorporated by reference to Exhibit (a)(3) to the Fund’s Registration Statement on Form N-2 (File No. 333-268093), filed on November 1, 2022.
---	---
(2)	Incorporated by reference to Exhibit (b) to the Fund’s Registration Statement on Form N-2 (File No. 333-268093), filed on November 1, 2022.
---	---
(3)	Filed Herewith.
---	---

Table of Contents Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		PGIM PRIVATE CREDIT FUND

Date: August 11, 2023	By:	/s/ Stuart S. Parker
		Name: Stuart S. Parker
		Title: President, Principal Executive Officer

Date: August 11, 2023	By:	/s/ Christian J. Kelly
		Name: Christian J. Kelly
		Title: Principal Financial Officer

Exhibit 10.1

PGIM PRIVATE CREDIT FUND

MANAGEMENT AGREEMENT

Agreement made the 5^th^day of May 2023 between PGIM Private Credit Fund (the “Fund”), a Delaware statutory trust, and PGIM Investments LLC, a New York limited liability company (the “Manager”).

W I T N E S S E T H

WHEREAS, the Fund is a newly organized, non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”); and

WHEREAS, the Fund desires to retain the Manager to render or contract to obtain as hereinafter provided investment advisory services to the Fund and the Fund also desires to avail itself of the facilities available to the Manager with respect to the administration of its day-to-day business affairs, and the Manager is willing to render such investment advisory and administrative services;

NOW, THEREFORE, the parties agree as follows:

The Fund hereby appoints the Manager to act as manager of the Fund and as administrator of its business affairs for the period and on the terms set forth in this Agreement. The Manager accepts such appointment and agrees to render the services herein described, for the compensation herein provided. Subject to the approval of the Board of Trustees of the Fund (the “Board”) and the requirements of the 1940 Act, the Manager is authorized to enter into a subadvisory agreement with PGIM, Inc., or one or more other subadvisers, whether or not affiliated with the Manager (each, a “Subadviser”), pursuant to which such Subadviser shall furnish to the Fund the investment advisory services in connection with the management of the Fund (each, a “Subadvisory Agreement”). Subject to the approval of the Board and the requirements of the 1940 Act, the Manager is authorized to retain more than one Subadviser for the Fund, and if the Fund has more than one Subadviser, the Manager is authorized to allocate the Fund’s assets among the Subadvisers. The Manager will continue to have responsibility for all investment advisory services furnished pursuant to any Subadvisory Agreement.
Subject to the supervision of the Board, the Manager shall administer the Fund’s business affairs and, in connection therewith, shall furnish the Fund with office facilities and with clerical, bookkeeping and recordkeeping services at such office facilities and, subject to Section 1 hereof and any Subadvisory Agreement, the Manager shall manage the investment operations of the Fund and the composition of the Fund’s portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund’s investment objectives, policies and restrictions as stated in the Fund’s registration statement filed with the Securities and Exchange Commission (“SEC”), and subject to the following understandings:

(a) The Manager (or a Subadviser under the Manager’s supervision) shall provide supervision of the Fund’s investments, and shall determine from time to time what investments or securities will be purchased, retained, sold or loaned by the Fund, and what portion of the assets will be invested or held uninvested as cash. In the event that the Fund determines to acquire debt financing, the Manager will arrange for such financing on the Fund’s behalf. If it is necessary or appropriate for the Manager to make investments on behalf of the Fund through a special purpose vehicle, the Manager shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act).

(b) The Manager, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Declaration of Trust of the Fund and the Fund’s SEC registration statement and with the instructions and directions of the Board, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations. In connection therewith, the Manager shall, among other things, prepare and file (or cause to be prepared and filed) such reports as are, or may in the future be, required by the SEC.

(c) The Manager (or the Subadviser under the Manager’s supervision) shall determine the securities and other financial instruments to be purchased or sold by the Fund and will place orders pursuant to its determinations with or through such persons, brokers or dealers (including but not limited to any brokers or dealers affiliated with the Manager (or the Subadviser under the Manager’s supervision)) in conformity with the policy with respect to

brokerage as set forth in the Fund’s registration statement or as the Board may direct from time to time. In providing the Fund with investment supervision, it is recognized that the Manager (or the Subadviser under the Manager’s supervision) will give primary consideration to securing the most favorable price and efficient execution. Consistent with this policy, the Manager (or Subadviser under the Manager’s supervision) may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which other clients of the Manager (or Subadviser) may be a party, the size and difficulty in executing an order, and the value of the expected contribution of the broker-dealer to the investment performance of the Fund on a continuing basis. The Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.

On occasions when the Manager (or a Subadviser under the Manager’s supervision) deems the purchase or sale of a security or other financial instruments to be in the best interest of the Fund as well as other clients of the Manager (or the Subadviser), the Manager (or Subadviser), to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other financial instruments to be so sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or other financial instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager (or the Subadviser) in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(d) The Manager (or the Subadviser under the Manager’s supervision) shall maintain all books and records with respect to the Fund’s portfolio transactions and shall render to the Fund’s Board of Trustees such periodic and special reports as the Board may reasonably request.

(e) The Manager (or the Subadviser under the Manager’s supervision) shall be responsible for the financial and accounting records to be maintained by the Fund.

(f) The Manager (or the Subadviser under the Manager’s supervision) shall provide the Fund’s Custodian on each business day information relating to all transactions concerning the Fund’s assets.

(g) The investment management services of the Manager to the Fund under this Agreement are not to be deemed exclusive, and the Manager shall be free to render similar services to others.

(h) The Manager shall make reasonably available its employees and officers for consultation with any of the Trustees or officers or employees of the Fund with respect to any matter discussed herein, including, without limitation, the valuation of the Fund’s securities or other financial instruments.

(i) The Manager shall, upon request by an official or agency administering the securities laws of a state (a “State Administrator”), submit to such State Administrator the reports and statements required to be distributed to the Fund’s shareholders pursuant to this Agreement, any registration statement filed with the SEC and applicable federal and state law.

(j) The Manager has a fiduciary responsibility and duty to the Fund for the safekeeping and use of all the funds and assets of the Fund, whether or not in the Manager’s immediate possession or control. The Manager shall not employ, or permit another to employ, such funds or assets except for the exclusive benefit of the Fund. The Manager shall not contract away any fiduciary obligation owed by the Manager to the Fund’s shareholders under common law.

The Fund has delivered, or will deliver, to the Manager copies of each of the following documents and will deliver to it all future amendments and supplements, if any:

(a) Declaration of Trust, as amended or supplemented from time to time;

(b) Bylaws of the Fund (such Bylaws, as in effect on the date hereof and as amended from time to time, are herein called the “Bylaws”);

(c) Certified resolutions of the Board authorizing the appointment of the Manager and approving the form of this agreement;

(d) Election to be regulated as a business development company on Form N-54A, as filed with the SEC relating to the Fund;

(e) Registration statement under the Securities Act of 1933, as amended, on Form N-2 (the “Registration Statement”), as filed with the SEC relating to the Fund and its shares of beneficial interest, and all amendments thereto; and

(f) Prospectus and Statement of Additional Information of the Fund.

The Manager shall authorize and permit any of its officers and employees who may be elected as Trustees or officers of the Fund to serve in the capacities in which they are elected. All services to be furnished by the Manager under this Agreement may be furnished through the medium of any such officers or employees of the Manager.
The Manager shall keep the Fund’s books and records required to be maintained by it pursuant to Paragraph 2 hereof. The Manager agrees that all records that it maintains for the Fund are the property of the Fund, and it will surrender promptly to the Fund any such records upon the Fund’s request, provided however that the Manager may retain a copy of such records. The Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by the Manager pursuant to Paragraph 2 hereof.
During the term of this Agreement, the Manager shall pay the following expenses:

(i) the salaries and expenses of all employees of the Fund and the Manager, except the fees and expenses of Trustees who are not “affiliated persons” of the Manager or any Subadviser within the meaning of the 1940 Act;

(ii) all expenses incurred by the Manager in connection with managing the ordinary course of the Fund’s business, other than those assumed by the Fund herein; and

All other costs and expenses not expressly assumed by the Manager under this Agreement shall be paid by the Fund, including, but not limited to, the following:

(a) the fees and expenses incurred by the Fund in connection with the management of the investment and reinvestment of the Fund’s assets, including but not limited to, (a) investment advisory fees, including management fees and incentive fees, to the, Manager pursuant to this Agreement; (b) all fees, costs and expenses incurred in identifying, investigating (and conducting diligence with respect to), evaluating, structuring, consummating, holding, monitoring or selling potential and actual investments, including, (i) any expenses, including travel, entertainment, lodging and meal expenses, incurred by the Manager, or members of its investment team, or payable to third parties, in evaluating, developing, negotiating, structuring and performing due diligence on actual or potential investment opportunities, including any travel-related costs and expenses incurred in connection therewith (including costs and expenses of accommodations and meals, costs and expenses related to attending trade association meetings, conferences or similar meetings for purposes of evaluating actual or potential investments), (ii) the organization, operation, administration, restructuring or termination, liquidation, winding up and dissolution of any entities through which the Fund makes investments, (iii) outside counsel, accountants, auditors, consultants, and other similar outside advisors and service providers incurred in connection with designing, implementing and monitoring participation by portfolio investments in compliance and operational “best practices” programs and initiatives; and (c) all fees, costs and expenses, if any, incurred by or on behalf of the Fund in developing, negotiating and structuring prospective or potential investments that are not ultimately made, including without limitation any fees and expenses of any legal, financial, accounting, consulting, or other advisors, or lenders, investment banks, and other financing sources in connection with arranging financing for transactions that are not consummated, any travel and accommodation expenses, and any deposits or down payments that are forfeited in connection with, or amounts paid as a penalty for, unconsummated transactions;

(b) the fees and expenses of Trustees who are not “affiliated persons” of the Manager or Subadviser within the meaning of the 1940 Act;

(c) the fees and expenses of the Custodian that relate to (i) the custodial function and the recordkeeping connected therewith, (ii) preparing and maintaining the general accounting records of the Fund and the provision of any such

records to the Manager useful to the Manager in connection with the Manager’s responsibility for the accounting records of the Fund pursuant to Section 31 of the 1940 Act and the rules promulgated thereunder, (iii) the pricing or valuation of the shares of the Fund, including the cost of any pricing or valuation service or services which may be retained pursuant to the authorization of the Board, and (iv) for both mail and wire orders, the cashiering function in connection with the issuance and redemption of the Fund’s securities;

(d) the fees and expenses of any other service provider to the Fund, including, but not limited to, the Fund’s Transfer Agent, Fund Accountant and Administrator, Distributor and Valuation Agents;

(e) the charges and expenses of legal counsel, independent accountants appraisers, valuation experts, property or asset managers, leasing agents, construction managers, consultants, and other similar outside advisors and service providers with respect to the Fund and its investments (including the cost of the valuation, or any fairness opinion relating to, any asset or liability or other transaction of the Fund) for the Fund;

(f) brokers’ commissions and any issue or transfer taxes chargeable to the Fund in connection with its securities and other financial instruments;

(g) all taxes and corporate fees payable by the Fund to federal, state or other governmental agencies;

(h) the fees of any trade associations of which the Fund may be a member;

(i) the cost of share certificates representing, and/or non-negotiable share deposit receipts evidencing, shares of the Fund;

(j) the cost of fidelity, directors’ and officers’ and errors and omissions insurance;

(k) the fees and expenses involved in maintaining registration of the Fund and of its shares with the SEC, and paying notice filing fees under state securities laws, including the preparation and printing of the Fund’s Registration Statement and the Fund’s prospectuses for filing under federal and state securities laws for such purposes;

(l) allocable communications expenses with respect to investor services and all expenses of shareholders’ and Trustees’ meetings and of preparing, printing and mailing reports, notices to shareholders and proxy statements in the amount necessary for distribution to the shareholders;

(m) litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Fund’s business;

(n) federal and state registration fees, franchise fees, any stock exchange listing fees and fees payable to rating agencies;

(o) interest payable on debt and dividends and distributions on preferred stock, as applicable, if any, incurred to finance the Fund’s investments;

(p) the cost of equipment and certain systems (including, but not limited to application licensing, development and maintenance, data licensing and reporting);

(q) the cost incurred to implement and monitor ISDA and other agreements governing the Fund’s financing or borrowing facilities;

(r) the cost of calculating the Fund’s net asset value, including the fees, costs and expenses associated with any third-party appraiser or other valuation expert;

(s) expenses related to the engagement of any third-party professionals, consultants, experts or specialists hired to perform work in respect of the Fund, including, but not limited to, loan servicers and other service providers and of any custodians, lenders, investment banks and other financing sources;

(t) costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;

(u) fees and expenses associated with marketing efforts;

(v) all other expenses incurred by the Fund in connection with administering the Fund’s business, including the allocated costs incurred by the Manager and the administrator in providing managerial assistance to those portfolio companies that request it; and

(w) such non-recurring or extraordinary expenses as may arise. 4

7. For the services provided and the expenses assumed pursuant to this Agreement, the Fund will pay to the Manager a base management fee (the “Management Fee”) and an incentive fee (the “Incentive Fee”) as hereinafter set forth.

(a) Management Fee. The Management Fee is payable monthly in arrears at an annual rate of 1.25% of the value of the Fund’s net assets as of the beginning of the first calendar day of the applicable month. For the first calendar month, net assets will be measured as the date that the Fund first publicly sells shares to a person or entity other than the Manager or its affiliates.

(b) Incentive Fee. The incentive fee will consist of two components that are independent of each other, with the result that one component may be payable even if the other is not. A portion of the incentive fee is based on a percentage of the Fund’s income and a portion is based on a percentage of the Fund’s realized capital gains.

(i) Incentive Fee on Pre-Incentive Fee Net Investment Income. The portion based on the Fund’s income is based on Pre-Incentive Fee Net Investment Income Returns. “Pre-Incentive Fee Net Investment Income Returns” means, as the context requires, either the dollar value of, or percentage rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter from, interest income, dividend income and any other income (including any other fees (other than fees for providing managerial assistance), such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from portfolio companies) accrued during the calendar quarter, minus the Fund’s operating expenses accrued for the quarter (including the management fee, expenses payable under the Administration Agreement, and any interest expense or fees on any credit facilities or outstanding debt and dividends paid on any issued and outstanding preferred shares, but excluding the incentive fee and any shareholder servicing and/or distribution fees).

Pre-Incentive Fee Net Investment Income Returns include, in the case of investments with a deferred interest feature (such as original issue discount, debt instruments with pay-in-kind interest and zero coupon securities), accrued income that the Fund has not yet received in cash. Pre-Incentive Fee Net Investment Income Returns do not include any realized capital gains, realized capital losses or unrealized capital appreciation or depreciation.

Pre-Incentive Fee Net Investment Income Returns, expressed as a rate of return on the value of the Fund’s net assets at the end of the immediate preceding quarter, is compared to a “hurdle rate” of return of 1.25% per quarter (5.0% annualized).

The Fund will pay the Manager an incentive fee quarterly in arrears with respect to the Fund’s Pre-Incentive Fee Net Investment Income Returns in each calendar quarter as follows:

·	no incentive fee based on Pre-Incentive Fee Net Investment Income Returns in any calendar quarter in which the Fund’s Pre-Incentive Fee Net Investment Income Returns do not exceed the hurdle rate of 1.25% per quarter (5.0% annualized);
·	100% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns with respect to that portion of such Pre-Incentive Fee Net Investment Income Returns, if any, that exceeds the hurdle rate but is less than a rate of return of 1.43% (5.72% annualized). This is referred to as Pre-Incentive Fee Net Investment Income Returns (which exceeds the hurdle rate but is less than 1.43%) as the “catch-up”; and
---	---
·	12.5% of the dollar amount of the Fund’s Pre-Incentive Fee Net Investment Income Returns, if any, that exceed a rate of return of 1.43% (5.72% annualized).
---	---

(ii) Incentive Fee Based on Capital Gains. The second component of the incentive fee, the capital gains incentive fee, is payable at the end of each calendar year in arrears.

The amount payable equals:

·	12.5% of cumulative realized capital gains from inception through the end of such calendar year, computed net of all realized capital losses and unrealized capital depreciation on a cumulative basis, less the aggregate amount of any previously paid incentive fee on capital gains as calculated in accordance with GAAP.

Each year, the fee paid for the capital gains incentive fee is net of the aggregate amount of any previously paid capital gains incentive fee for all prior periods. The Fund will accrue, but will not pay, a capital gains incentive fee with respect to unrealized appreciation because a capital gains incentive fee would be owed to the Manager if the

Fund were to sell the relevant investment and realize a capital gain. In no event will the capital gains incentive fee payable pursuant to this Agreement be in excess of the amount permitted by the Investment Advisers Act of 1940, as amended, including Section 205 thereof.

The fees that are payable under this Agreement for any partial period will be appropriately prorated.

The Manager shall not be liable for any error of judgment or for any loss suffered by the Fund in connection with the matters to which this Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or loss resulting from willful misfeasance, bad faith or gross negligence on its part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

The Fund shall indemnify the Manager and hold it harmless from and against all damages, liabilities, costs and expenses (including reasonable attorneys’ fees and amounts reasonably paid in settlements) incurred by the Manager in or by reason of any pending, threatened or completed action, suit, investigation or other proceeding (including an action or suit by or in the right of the Fund or its security holders) arising out of or otherwise based upon any action actually or allegedly taken or omitted to be taken by the Manager in connection with the performance of any of its duties or obligations under this Agreement; provided, however, that nothing contained herein shall protect or be deemed to protect the Manager against or entitle or be deemed to entitle the Manager to indemnification in respect of any liability to the Fund or its security holders to which the Manager would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of its reckless disregard of their duties and obligations under this Agreement.

This Agreement shall become effective as of the date hereof and, unless sooner terminated with regard to the Fund as set forth below, shall continue in effect for a period of two years. Thereafter, if not terminated, this Agreement shall continue in effect for successive periods of 12 months only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated with respect to the Fund at any time, without the payment of any penalty, by the Board of the Fund or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager at any time, without the payment of any penalty, on not more than 60 days’ nor less than 30 days’ written notice to the Fund. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act).
Nothing in this Agreement shall limit or restrict the right of any officer or employee of the Manager who may also be a Trustee, officer or employee of the Fund to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or dissimilar nature, nor limit or restrict the right of the Manager to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.
Except as otherwise provided herein or authorized by the Board from time to time, the Manager shall for all purposes herein be deemed to be an independent contractor, and shall have no authority to act for or represent the Fund in any way or otherwise be deemed an agent of the Fund.
During the term of this Agreement, the Fund agrees to furnish the Manager at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature, or other material prepared for distribution to shareholders of the Fund or the public, which refer in any way to the Manager, prior to use thereof and not to use such material if the Manager reasonably objects in writing within five business days (or such other time as may be mutually agreed) after receipt thereof. In the event of termination of this Agreement, the Fund will continue to furnish to the Manager copies of any of the above-mentioned materials which refer in any way to the Manager. Sales literature may be furnished to the Manager hereunder by first-class or overnight mail, facsimile transmission equipment, electronic delivery or hand delivery. The Fund shall furnish or otherwise make available to the Manager such other information relating to the business affairs of the Fund as the Manager at any time, or from time to time, reasonably requests in order to discharge its obligations hereunder.
This Agreement may be amended by mutual consent, but the consent of the Fund must be obtained in conformity with the requirements of the 1940 Act.
Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Manager at 655 Broad Street, 17^th^ Floor,

Newark, NJ 07102-4410, Attention: Secretary; or (2) to the Fund at 655 Broad Street, 17^th^ Floor, Newark, NJ 07102-4077, Attention: President.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
The Fund may use the name “PGIM Private Credit Fund” or any name including the words “PGIM,” “Prudential” or “PGIM Investments” only for so long as this Agreement or any extension, renewal or amendment hereof remains in effect, including any similar agreement with any organization which shall have succeeded to the Manager’s business as Manager or any extension, renewal or amendment thereof remain in effect. At such time as such an agreement shall no longer be in effect, the Fund will (to the extent that it lawfully can) cease to use such a name or any other name indicating that it is advised by, managed by or otherwise connected with the Manager, or any organization which shall have so succeeded to such businesses. Notwithstanding the foregoing, in no event shall the Fund use the name “PGIM Private Credit Fund” or any name including the words “PGIM,” “Prudential,” or “PGIM Investments” if the Manager’s obligation under this agreement are transferred or assigned to a company of which Prudential Financial, Inc. and/or The Prudential Insurance Company of America does not have control.
A copy of the Declaration of Trust is on file with the Secretary of State of Delaware.
Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules or regulations adopted under the 1940 Act, orders, or other published guidance of the SEC or its staff issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation, order, or other published guidance of the SEC or its staff, such provision shall be deemed to incorporate the effect of such rule, regulation, order, or other published guidance.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year above written.

PGIM PRIVATE CREDIT FUND

By:	/s/ Stuart S. Parker
Name:	Stuart S. Parker
Title:	President

PGIM INVESTMENTS LLC

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

Exhibit 10.2

PGIM Private Credit Fund

SUBADVISORY AGREEMENT

Agreement made as of this 5^th^day of May, 2023 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company, and PGIM, Inc. (PGIM), a New Jersey corporation (the Subadviser).

WHEREAS, the Manager has entered into a Management Agreement (the Management Agreement) dated May 5, 2023, with PGIM Private Credit Fund, a Delaware Statutory Trust (the Fund) and non-diversified, closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the 1940 Act), pursuant to which PGIM Investments acts as the Manager of the Fund; and

WHEREAS, the Manager, acting pursuant to the Management Agreement, desires to retain the Subadviser to provide investment advisory services to the Fund and to manage such portion of the Fund as the Manager shall from time to time direct, and the Subadviser is willing to render such investment subadvisory services; and

NOW, THEREFORE, the Parties agree as follows:

Powers and Duties of the Subadviser. (a) Subject to the supervision of the Manager and the Board of Trustees of the Fund, the Subadviser shall manage such portion of the Fund's portfolio as delegated to the Subadviser by the Manager, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such Prospectus and Statement of Additional Information as currently in effect and as amended or supplemented from time to time, being herein called the Prospectus), and subject to the following understandings:

(i) The Subadviser shall provide supervision of the Fund's investments and shall determine from time to time what financial instruments and securities will be purchased, retained, sold or loaned by the Fund, and what portion of the assets will be invested or held uninvested as cash. In the event that the Fund determines to acquire debt financing, the Subadviser will arrange for such financing on the Fund’s behalf. If it is necessary or appropriate for the Subadviser to make investments on behalf of the Fund through a special purpose vehicle, the Subadviser shall have authority to create or arrange for the creation of such special purpose vehicle and to make such investments through such special purpose vehicle (in accordance with the 1940 Act).

(ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the copies of the Declaration of Trust of the Fund, the Bylaws of the Fund, the Prospectus of the Fund, and the Fund's valuation procedures and any other procedures adopted by the Board applicable to the Fund (and any amendments thereto) as provided to it by the Manager (the Fund Documents) and with the instructions and directions of the Manager and of the Board of Trustees of the Fund, co-operate with the Manager's (or its designees') personnel responsible for monitoring the Fund’s compliance and will conform to, and comply with, the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations. In connection therewith, the Subadviser shall, among other things, prepare and file such reports as are, or may in the future be, required by the U.S. Securities and Exchange Commission (the Commission) and will assist the Manager, as needed, with any required filings with the Commission that may be filed by the Manager. The Manager shall provide the Subadviser timely with copies of any updated Fund Documents.

(iii) The Subadviser shall determine the Fund's financial instruments and securities to be purchased or sold and may place orders with or through such persons, brokers or dealers (including but not limited to any broker or dealer affiliated with the Manager or the Subadviser) to carry out the policy with respect to brokerage as set forth in the Fund's Prospectus or as the Board of Trustees may direct in writing from time to time. In providing the Fund with investment supervision, it is recognized that the Subadviser will give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures

commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadviser's other clients may be a party. The Manager (or Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Manager (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission. Pursuant to the rules promulgated under Section 326 of the USA Patriot Act, broker-dealers are required to obtain, verify and record information that identifies each person who opens an account with them. In accordance therewith, broker-dealers whom the Subadviser selects to execute transactions in the Fund's account may seek identifying information about the Fund.

On occasions when the Subadviser deems the purchase or sale of a security or other financial instruments to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or other financial instruments to be sold or purchased. In such event, allocation of the securities or other financial instruments so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.

(iv) The Subadviser shall maintain all books and records with respect to the Fund's portfolio transactions effected by it as required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act, and shall render to the Board of Trustees such periodic and special reports as the Trustees may reasonably request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the Manager or the Trustees or officers or employees of the Fund with respect to any matter discussed herein, including, without limitation, the valuation of the Fund's securities.

(v) The Subadviser or an affiliate shall provide the Fund's custodian (the Custodian) on each business day with information relating to all transactions concerning the Fund's assets and shall provide the Manager with such information upon request of the Manager.

(vi) The Subadviser acknowledges that the Manager and the Fund may rely on Rule l7a-10, Rule 10f-3, Rule 12d3-l and Rule 17e-l under the 1940 Act, and, if applicable, the Subadviser hereby agrees that it shall not consult with any other subadviser to the Fund with respect to transactions in securities for the Fund's portfolio or any other transactions of Fund assets.

(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Fund to serve in the capacities in which they are elected. Services to be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such directors, officers or employees.

(c) The Subadviser shall keep the Fund's books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof and shall timely furnish to the Manager all information relating to the Subadviser's services hereunder needed by the Manager to keep the other books and records of the Fund required by Rule 3la-1 and Rule 31a-4 under the 1940 Act or any successor regulation. The Subadviser agrees that all records which it maintains for the Fund are the property of the Fund, and the Subadviser will surrender promptly to the Fund any of such records upon the Fund's request, provided, however, that the Subadviser may retain a copy of such records. The Subadviser further agrees to preserve for the periods prescribed by Rule 3la-2 of the Commission under the 1940 Act or any successor regulation any such records as are required to be maintained by it pursuant to paragraph l(a) hereof.

(d) In connection with its duties under this Agreement, the Subadviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), and other applicable state and federal regulations.

(e) The Subadviser shall maintain a written code of ethics (the Code of Ethics) that it reasonably believes complies with the requirements of Rule l7j-l under the 1940 Act and Rule 204A-l under the Advisers Act, a copy of which shall be provided to the Manager and the Fund and shall institute procedures reasonably necessary to prevent any Access Person (as defined in Rule l7j-l under the 1940 Act and Rule 204A-l under the Advisers Act) from violating its Code of Ethics. The Subadviser shall follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it maintains adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state laws and regulations. In particular, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Subadviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988, a copy of which shall be provided to the Manager and the Fund upon reasonable request. The Subadviser shall assure that its employees comply in all material respects with the provisions of Section 16 of the 1934 Act, and to cooperate reasonably with the Manager for purposes of filing any required reports with the Commission or such other regulator having appropriate jurisdiction.

(f) The Subadviser shall furnish to the Manager copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(d) hereof as the Manager may reasonably request.

(g) The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Fund's portfolio, subject to such reasonable reporting and other requirements as shall be established by the Manager.

(h) The Subadviser acknowledges that it is responsible for providing the Manager with its views regarding evaluating whether market quotations are readily available for the Fund's portfolio securities, evaluating whether those market quotations are reliable for purposes of valuing the Fund's portfolio securities, evaluating whether those market quotations are reliable for determining the Fund's net asset value per share and promptly notifying the Manager upon the occurrence of any significant event with respect to any of the Fund's portfolio securities in accordance with the requirements of the 1940 Act and any related written guidance from the Commission and the Commission staff, subject to compliance with the 1940 Act, including Rule 2a-5 thereunder, and the Fund’s valuation policies and procedures. Upon reasonable request from the Manager, the Subadviser (through a qualified person) will provide information to the valuation committee of the Fund or the Manager regarding the valuation of securities of the Fund as may be required from time to time, including making available information of which the Subadviser has knowledge related to the securities being valued.

(i) The Subadviser shall provide the Manager with any information reasonably requested regarding its management of the Fund's portfolio required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Fund with the Commission. The Subadviser shall provide the Manager with any reasonable certification, documentation or other information reasonably requested or required by the Manager for purposes of the certifications of shareholder reports by the Fund's principal financial officer and principal executive officer pursuant to the Sarbanes Oxley Act of 2002 or other law or regulation. The Subadviser shall promptly inform the Fund and the Manager if the Subadviser becomes aware of any information in the Prospectus that is (or will become) materially inaccurate or incomplete.

(j) The Subadviser shall comply with the Fund Documents provided to the Subadviser by the Manager or the Fund. The Subadviser shall notify the Manager as soon as reasonably practicable upon detection of any material breach of such Fund Documents.

(k) The Subadviser shall keep the Fund and the Manager informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Fund. In this regard, the Subadviser shall provide the Fund, the Manager, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Manager may from time to time reasonably request. Additionally, prior to each Board meeting, the Subadviser shall provide the Manager and the Board with reports regarding the Subadviser's management of the Fund's portfolio during the most recently completed quarter, in such form as may be mutually agreed upon by the Subadviser and the Manager. The Subadviser shall certify quarterly to the Fund and the Manager that it and its "Advisory Persons" (as defined in Rule l7j-1 under the 1940 Act) have complied materially with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter or, if

not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-l under the 1940 Act, concerning the Subadviser's Code of Ethics and compliance program, respectively, to the Fund and the Manager. Upon written request of the Fund or the Manager with respect to material violations of the Code of Ethics directly affecting the Fund, the Subadviser shall permit representatives of the Fund or the Manager to examine reports (or summaries of the reports) required to be made by Rule 17j-l(d)(l) relating to enforcement of the Code of Ethics.

Responsibility of the Manager. (a) The Manager shall continue to have responsibility for all services to be provided to the Fund pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadviser's performance of its duties under this Agreement. The Manager shall provide (or cause the Custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets managed by the Subadviser, cash requirements and cash available for investment in the Fund, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board of Trustees of the Fund that affect the duties of the Subadviser).

(b) During the term of this Agreement, the Manager agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment, electronic mail or hand delivery.

Compensation. For the services provided pursuant to this Agreement, the Manager shall pay the Subadviser as full compensation therefor, a subadvisory fee and incentive fee as described in the attached Schedule A. Liability for payment of compensation by the Manager to the Subadviser under this Agreement is contingent upon the Manager's receipt of payment from the Fund for management services described under the Management Agreement between the Fund and the Manager. Expense caps or fee waivers for the Fund that may be agreed to by the Manager, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Manager.
Liability. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund or the Manager in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Manager or the Fund may have against the Subadviser under federal or state securities laws. The Manager shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Manager's willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Manager, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys' fees, which may be sustained as a result of the Subadviser's willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.
Term and Termination. (a) Unless earlier terminated as provided in Section 5(b), this Agreement shall continue in effect for a period of two years from the date hereof. Thereafter, if not terminated, this Agreement shall continue in effect for successive periods of 12 months only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act.

(b)

This Agreement may be terminated by the Fund at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Manager or the Subadviser at any time, without the payment of any penalty, on not more than 60 days' nor less than 30 days' written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it will promptly notify the Fund and the Manager of the occurrence of any event that

would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change of control (as defined in the 1940 Act) of the Subadviser.

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered by electronic mail and mailed by registered mail, postage prepaid, (1) to the Manager and/or Fund at 655 Broad Street, Newark, NJ 07102-4077, Attention: Secretary; and (2) to the Subadviser at 655 Broad Street, Newark, NJ 07102-4077, Attention: Chief Legal Officer.

No Exclusivity. Nothing in this Agreement shall limit or restrict the right of the Subadviser's directors, officers or employees who may also be a Trustee, officer or employee of the Fund to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadviser's right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association. The investment advisory services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, the Subadviser and Manager understand and agree that if the Manager manages the Fund in a “manager of managers” style, the Manager will, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Fund’s Board as to whether the contract with one or more subadvisors should be renewed, modified, or terminated, and (iii) periodically report to the Fund’s Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process, subject to the provisions of Section 5(b) and Section 7.
Amendments. This Agreement may be amended by mutual consent, but the consent of the Fund must be obtained in conformity with the requirements of the 1940 Act.
Governing Law. This Agreement shall be governed by the laws of the State of New York.
1940 Act Controls. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.

IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.


PGIM INVESTMENTS LLC

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


PGIM, INC.

By:	/s/ Matthew Harvey
Name:	Matthew Harvey
Title:	Executive Managing Director

SCHEDULE A

PGIM Private Credit Fund

As compensation for services provided by the Subadviser, the Manager will pay the Subadviser a subadvisory fee and an incentive fee.

The subadvisory fee is payable monthly in arrears by the Manager at an annual rate of 1.00% of the value of the Fund’s net assets within the direct lending portion of the portfolio managed by the Subadviser as of the beginning of the first calendar day of the applicable month. For the first calendar month, net assets will be measured as the date that the Fund first publicly sells shares to a person or entity other than the Manager or its affiliates.

In addition, the Manager will pay the Subadviser 75% of the incentive fee that the Manager receives from the Fund as set forth in the Management Agreement.

Dated as of May 5, 2023.

Exhibit 10.3

PGIM Investments LLC

655 Broad Street – 6^th^ Floor

Newark, New Jersey 07102

May 5, 2023

The Board of Trustees

655 Broad Street—17^th^ Floor

PGIM Private Credit Fund

Newark, New Jersey 07102

Re: PGIM Private Credit Fund (the “Fund”)

To the Board of Trustees:

PGIM Investments LLC (“PGIM Investments”), the Fund’s investment adviser, has contractually agreed to waive its base management fee, as described in the Fund’s prospectus (the “Management Fee”), in its entirety for one year from the effectiveness of the Fund’s registration statement (the “Waiver Period”).

In addition, PGIM Investments has contractually agreed to waive its incentive fee, consisting of two components, each as described in the Fund’s prospectus (the “Incentive Fee”), in its entirety for the Waiver Period.

Following the Waiver Period, PGIM Investment’s agreement to temporarily waive its Management Fee and Incentive Fee will terminate.

During the Wavier Period, this waiver will remain in effect unless earlier terminated by agreement of the Board of Trustees of the Fund.

Very truly yours,


PGIM INVESTMENTS LLC


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

Exhibit 10.4

PGIM Investments LLC

655 Broad Street – 6th Floor

Newark, New Jersey 07102

May 5, 2023

PGIM Investments LLC

655 Broad Street – 17^th^Floor

Newark, New Jersey 07102

Re: PGIM Private Credit Fund (the “Fund”)

To whom it may concern:

PGIM, Inc. (“PGIM”), the Fund’s investment sub-adviser, hereby acknowledges that PGIM Investments LLC (“PGIM Investments”), the Fund’s investment adviser, has entered into a waiver agreement with the Fund (“Waiver Agreement”) requiring PGIM Investments to waive the entirety of its base management fee and its incentive fee for one year from the effectiveness of the Fund’s registration statement (the “Wavier Period”).

In connection with the Waiver Agreement, PGIM hereby agrees to waive any subadvisory fees and incentive fees it is entitled to receive from PGIM Investments, as described in Schedule A to the Sub-Advisory Agreement between PGIM and PGIM Investments, during the Waiver Period.

Following the Waiver Period, PGIM’s agreement to temporarily waive its subadvisory fees as described herein will terminate.

Very truly yours,

PGIM, INC.


By:	/s/ Matthew Harvey
Name:	Matthew Harvey
Title:	Executive Managing Director


PGIM Investments LLC


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

Exhibit 10.5

PGIM Investments LLC

655 Broad Street – 6^th^ Floor

Newark, New Jersey 07102

May 5, 2023

The Board of Trustees PGIM Private Credit Fund 655 Broad Street—6^th^ Floor Newark, New Jersey 07102

Re: PGIM Private Credit Fund (the “Fund”)

To the Board of Trustees:

Expense Limitation. PGIM Investments LLC (“PGIM Investments” or the “Manager”), in its capacity as the Fund’s investment manager, hereby contractually agrees, for three (3) years from effectiveness of the Fund’s registration statement (the “Limitation Period”), to waive its fees and/or reimburse expenses of the Fund so that the Fund’s Specified Expenses (as defined below) will not exceed 0.50% of net assets (annualized).

“Specified Expenses” includes all expenses incurred in the business of the Fund, including organizational and offering costs (excluding the organizational and offering expenses relating to the initial sale of Class S, Class D and Class I Common Shares), with the following exceptions: (i) the Management Fee, (ii) the Incentive Fee, (iii) the shareholder servicing and/or distribution fee, (iv) brokerage costs or other investment-related out-of-pocket expenses, (v) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund), (vi) taxes, and (vii) extraordinary expenses (as determined in the sole discretion of the Manager). “Management Fee,” “Incentive Fee,” “Common Shares,” and “Manager” have the meanings ascribed to them in the Fund’s prospectus.

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.

The Fund hereby agrees to repay the amounts provided by PGIM Investments hereunder, when and if requested by the Manager, but only if and to the extent that Specified Expenses are less than 0.50% of net assets (annualized) (or, if a lower expense limit is then in effect, such lower limit) within three years after the date the Manager waived and/or reimbursed such fees or expenses.

Term. This agreement may not be terminated prior to the end of the Limitation Period without the prior approval of the Fund’s Board of Trustees. This letter agreement will remain in effect throughout the Limitation Period, unless terminated by the Fund’s Board of Trustees upon thirty (30) days’ written notice to the Manager. This Agreement may be renewed by the mutual agreement of the Manager and the Fund for successive terms. Unless so renewed, this Agreement will terminate automatically at the end of the Limitation Period. This Agreement will also terminate automatically upon the termination of that certain Management Agreement (the “Management Agreement”) between the Fund and the Manager unless a new management agreement with the Manager (or with an affiliate under common control with the Manager) becomes effective upon such termination.
Excess Expenses. In consideration of the Manager’s agreement as provided herein, the Fund agrees to carry forward the amount of the foregone management fees and incentive fees, as applicable, and expenses paid, absorbed, or reimbursed by the Manager, for a period not to exceed three years from the date in which the Manager waived and/or reimbursed such fees or expenses (“Excess Expenses”) and to reimburse the Manager in the amount of such Excess Expenses as promptly as possible, on a monthly basis, but only to the extent that such reimbursement does not cause the Fund’s Specified Expenses plus recoupment to exceed 0.50% of the average daily value of the Fund’s net assets (on an annualized basis). For the avoidance of doubt, if, at the end of any fiscal year in which the Fund has reimbursed the Manager for any Excess Expenses, the Fund’s Specified Expenses for such fiscal year exceed the Expense Limitation, the Manager shall promptly pay the Fund an amount equal to the lesser of: (i) the amount by which the Fund’s Specified Expenses for such fiscal year exceed the Expense Limitation; and (ii) the amount of reimbursements for Excess Expenses paid by the Fund to the Manager in such fiscal year. Any payment by the Manager to the Fund pursuant to the foregoing sentence shall be subject to later reimbursement by the Fund in accordance with this Section 4. The Manager’s obligations under this Section 4 shall survive termination of this letter agreement.
Entire Agreement; Amendment. This letter agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements between the parties hereto relating to the matters contained herein and may not be modified, waived or terminated orally and may only be amended by an agreement in writing signed by the parties hereto.

Construction and Forum. This letter agreement shall be governed by the laws of the State of New York, without regard to its conflicts of law principles. Each of the parties hereto irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York, in any

action or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby, and each of the parties hereto irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State court or, to the extent permitted by law, in such Federal court.

Counterparts. This letter agreement may be executed in any number of separate counterparts, each of which shall be deemed an original, but the several counterparts shall together constitute but one and the same agreement of the parties hereto.
Severability. If any one or more of the covenants, agreements, provisions or texts of this letter agreement shall be held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this letter agreement and shall in no way affect the validity or enforceability of the other provisions of this letter agreement.

PGIM INVESTMENTS LLC


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

Accepted and Agreed:

PGIM PRIVATE CREDIT FUND


By:	/s/ Elyse M. McLaughlin
Name:	Elyse M. McLaughlin
Title:	Treasurer and Principal Accounting Officer

Exhibit 10.6

INTERMEDIARY MANAGER AGREEMENT

May 5, 2023

Prudential Investment Management Services, LLC

655 Broad Street

Newark, New Jersey 07102-4410

This Intermediary Manager Agreement (this “Agreement”) is entered into by and between PGIM Private Credit Fund, a Delaware statutory trust (the “Company”) and Prudential Investment Management Services, LLC (the “Intermediary Manager”).

The Company has filed one or more registration statements with the U.S. Securities and Exchange Commission (the “SEC”) that are listed on Schedule 1 to this Agreement (each, a “Registration Statement”), which Schedule 1 shall be amended from time to time by the Company to reflect any additional Registration Statements. The Company shall promptly provide notice to Intermediary Manager of such amendment, pursuant to the notice provisions of Section 14 of this Agreement. In this Agreement, unless explicitly stated otherwise, “the Registration Statement” means, at any given time, each of the registration statements listed on Schedule 1, as such Schedule 1 may be amended from time to time, as each such registration statement is finally amended and revised at the effective date of the registration statement (including at the effective date of any post-effective amendment thereto).

Each Registration Statement shall register an ongoing offering (each, an “Offering”) of the Company’s common shares of beneficial interest, $0.01 par value per share (“Common Shares”), which may consist of Class S, Class D and/or Class I common shares of beneficial interest (the “Shares”). In this Agreement, unless explicitly stated otherwise, “the Offering” means each Offering covered by a Registration Statement and “Shares” means the Shares being offered in the Offering.

The Offering is and shall be comprised of a maximum amount of Shares set forth in the Prospectus (as defined in Section 1.a. below) that will be issued and sold to the public at the public offering prices per Share set forth in the Prospectus pursuant to a primary offering (the “Primary Shares”). The Company will also issue shares pursuant to its distribution reinvestment plan (the “DRIP Shares”). In connection with the Offering, the minimum purchase by any one person shall be as set forth in the Prospectus (except as otherwise indicated in any letter or memorandum from the Company to the Intermediary Manager).

In this Agreement, unless explicitly stated otherwise, any references to the Registration Statement, the Offering, the Shares or the Prospectus with respect to each other shall mean only those that are all related to the same Registration Statement.

The Company is offering to the public three classes of Shares, Class S shares, Class D shares and Class I shares. The differences between the classes of Shares and the eligibility requirements for each class are described in detail in the Prospectus. The Shares are to be offered and sold to the public as described under the caption “Plan of Distribution” in the Prospectus. Except as otherwise agreed by the Company and the Intermediary Manager, Shares sold through the Intermediary Manager are to be sold through the Intermediary Manager, as the Intermediary Manager, and the brokers (each a “Broker” and collectively, the “Brokers”) with whom the Intermediary Manager has entered into or will enter into a selected intermediary agreement related to the distribution of Shares substantially in the form attached to this Agreement as Exhibit “A” or such other form as approved by the Company (each a “Selected Intermediary Agreement”) at a purchase price equal to the Company’s then-current net asset value (“NAV”) per share applicable to the class of Shares being purchased. For shareholders who participate in the Company’s distribution reinvestment plan, the cash distributions attributable to the class of Shares that each shareholder owns will be automatically invested in additional shares of the same class. The DRIP Shares are to be issued and sold to shareholders of the Company at a purchase price equal to the most recent available NAV per share for such shares at the time the distribution is payable.

Terms not defined herein shall have the same meaning as in the Prospectus. Now, therefore, the Company hereby agrees with the Intermediary Manager as follows:

1.Representations and Warranties of the Company: The Company represents and warrants to the Intermediary Manager and each Broker participating in an Offering, with respect to such Offering, as applicable, that:

a.A Registration Statement with respect to the Shares has been prepared by the Company in accordance with applicable requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the Investment Company Act of 1940, as amended (the “1940 Act”), and the applicable rules and regulations (the “Rules and Regulations”) of the SEC promulgated thereunder, covering the Shares. Copies of such Registration Statement and each amendment thereto have been or will be delivered to the Intermediary Manager. The prospectus contained therein, as finally amended and revised at the effective date of the Registration Statement (including at the effective date of any post-effective amendment thereto), is hereinafter referred to as the “Prospectus,” except that if the prospectus or prospectus supplement filed by the Company pursuant to Rule 424B3 under the Securities Act shall differ from the Prospectus on file at the Effective Date, the term “Prospectus” shall also include such prospectus or prospectus supplement filed pursuant to Rule 424B3. “Effective Date” means the applicable date upon which the Registration Statement or any post-effective amendment thereto is or was first declared effective by the SEC. “Filing Date” means the applicable date upon which the initial Prospectus or any amendment or supplement thereto is filed with the SEC.

b.The Company has been duly and validly organized and formed as a statutory trust under the laws of the state of Delaware, with the power and authority to conduct its business as described in the Prospectus.

c.As of the Effective Date or Filing Date, as applicable, the Registration Statement and Prospectus complied or will comply in all material respects with the Securities Act and the Rules and Regulations. The Registration Statement, as of the applicable Effective Date, does not and will not contain any untrue statements of material facts or omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading; and the Prospectus as of the applicable Filing Date, does not and will not contain any untrue statements of material facts or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, provided, however, that the foregoing provisions of this Section 1.c. will not extend to such statements contained in or omitted from the Registration Statement or Prospectus as are primarily within the knowledge of the Intermediary Manager or any of the Brokers and are based upon information furnished by the Intermediary Manager in writing to the Company specifically for inclusion therein.

d.The Company intends to use the funds received from the sale of the Shares as set forth in the Prospectus.

e.No consent, approval, authorization or other order of any governmental authority is required in connection with the execution or delivery by the Company of this Agreement or the issuance and sale by the Company of the Shares, except such as may be required under the Securities Act and the Rules and Regulations, by the Financial Industry Regulatory Authority, Inc. (“FINRA”) or applicable state securities laws.

f.Unless otherwise described in the Registration Statement and Prospectus, there are no actions, suits or proceedings pending or to the knowledge of the Company, threatened against the Company at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which will have a material adverse effect on the business or property of the Company.

g.The execution and delivery of this Agreement, the consummation of the transactions herein contemplated and compliance with the terms of this Agreement by the Company will not conflict with or constitute a default under any charter, by-law, indenture, mortgage, deed of trust, lease, rule, regulation, writ, injunction or decree of any government, governmental instrumentality or court, domestic or foreign, having jurisdiction over the Company, except to the extent that the enforceability of the indemnity and/or contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws.

h.The Company has full legal right, power and authority to enter into this Agreement and to perform the transactions contemplated hereby, except to the extent that the enforceability of the indemnity and/or

contribution provisions contained in Section 4 of this Agreement may be limited under applicable securities laws.

i.At the time of the issuance of the Shares, the Shares will have been duly authorized and, when issued and sold as contemplated by the Prospectus and the Company’s charter, as amended and supplemented, and upon payment therefor as provided by the Prospectus and this Agreement, will be validly issued, fully paid and nonassessable and will conform to the description thereof contained in the Prospectus.

j.The Company has filed all material federal, state and foreign income tax returns, which have been required to be filed, on or before the due date (taking into account all extensions of time to file) and has paid or provided for the payment of all taxes indicated by said returns and all assessments received by the Company to the extent that such taxes or assessments have become due, except where the Company is contesting such assessments in good faith.

k.The financial statements of the Company included in the Prospectus present fairly in all material respects the financial position of the Company as of the date indicated and the results of its operations for the periods specified; said financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis.

l.Upon the commencement of the Offering, the Company will be a non-diversified, closed-end management investment company that has elected to be treated as a business development company (“BDC”) under the 1940 Act, and has not withdrawn such election, and the SEC has not ordered that such election be withdrawn nor to the Company’s knowledge have proceedings to effectuate such withdrawal been initiated or threatened by the SEC.

m.Any and all printed sales literature or other materials which have been approved in advance in writing by the Company and appropriate regulatory agencies for use in the Offering (“Authorized Sales Materials”) prepared by the Company and any of its affiliates (excluding the Intermediary Manager) specifically for use with potential investors in connection with the Offering, when used in conjunction with the Prospectus, did not at the time provided for use, and, as to later provided materials, will not at the time provided for use, include any untrue statement of a material fact nor did they at the time provided for use, or, as to later provided materials, will they, omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made and when read in conjunction with the Prospectus, not misleading. If at any time any event occurs which is known to the Company as a result of which such Authorized Sales Materials when used in conjunction with the Prospectus would include an untrue statement of a material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, the Company will notify the Intermediary Manager thereof.

n. Except as disclosed in the Registration Statement and the Prospectus, (i) no person is serving or acting as an officer, director or investment adviser of the Company, except in accordance with the applicable provisions of the 1940 Act and the Advisers Act and the applicable published rules and regulations thereunder, and (ii) to the knowledge of the Company, no director of the Company is an “affiliated person” (as defined in the 1940 Act) of the Intermediary Manager.

o.The issuance and sale of the Shares have been duly authorized by the Company, and, when issued and duly delivered against payment therefor as contemplated by this Agreement, will be validly issued, fully paid and non-assessable.

2.Covenants of the Company. The Company covenants and agrees with the Intermediary Manager that:

a.It will, at no expense to the Intermediary Manager, furnish the Intermediary Manager with such number of printed copies of the Registration Statement, including all amendments and exhibits thereto, as the Intermediary Manager may reasonably request. It will similarly furnish to the Intermediary Manager and others designated by the Intermediary Manager as many copies of the following documents as the Intermediary

Manager may reasonably request: (a) the Prospectus in preliminary and final form and every form of supplemental or amended prospectus; (b) this Agreement; and (c) any other Authorized Sales Materials (provided that the use of said Authorized Sales Materials has been first approved for use by all appropriate regulatory agencies).

b.It will furnish such proper information and execute and file such documents as may be necessary for the Company to qualify the Shares for offer and sale under the securities laws of such jurisdictions as the Intermediary Manager may reasonably designate and will file and make in each year such statements and reports as may be required. The Company will furnish to the Intermediary Manager upon request a copy of such papers filed by the Company in connection with any such qualification.

c.It will: (a) use its best efforts to cause the Registration Statement to become effective; (b) furnish copies of any proposed amendment or supplement of the Registration Statement or Prospectus to the Intermediary Manager; (c) file every amendment or supplement to the Registration Statement or the Prospectus that may be required by the SEC; and (d) if at any time the SEC shall issue any stop order suspending the effectiveness of the Registration Statement, it will promptly notify the Intermediary Manager and, to the extent the Company determines such action is in the best interests of the Company, use its commercially reasonable efforts to obtain the lifting of such order.

d.If at any time when a Prospectus is required to be delivered under the Securities Act any event occurs as a result of which, in the opinion of either the Company or the Intermediary Manager, the Prospectus would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in view of the circumstances under which they were made, not misleading, the Company will promptly notify the Intermediary Manager thereof (unless the information shall have been received from the Intermediary Manager) and will effect the preparation of an amended or supplemental Prospectus which will correct such statement or omission. The Company will then promptly prepare such amended or supplemental Prospectus or Prospectuses as may be necessary to comply with the requirements of Section 10 of the Securities Act.

e.It will disclose a per share estimated value of the Shares and related information in accordance with the requirements of FINRA Rule 2310(b)(5).

3.Obligations and Compensation of Intermediary Manager

a.The Company hereby appoints the Intermediary Manager as its agent and principal distributor for the purpose of selling for cash to the public up to the maximum amount of Shares set forth in the Prospectus (subject to the Company’s right of reallocation, as described in the Prospectus) through Brokers, all of whom shall be members of FINRA. The Intermediary Manager hereby accepts such agency and distributorship and agrees to use its best efforts to sell the Shares on said terms and conditions set forth in the Prospectus with respect to each Offering and any additional terms or conditions specified in Schedule 2 to this Agreement, as it may be amended from time to time. The Intermediary Manager represents to the Company that it is a member in good standing of FINRA and that it and its employees and representatives have all required licenses and registrations to act under this Agreement. With respect to the Intermediary Manager’s participation in the distribution of the Shares in the Offering, the Intermediary Manager agrees to comply in all material respects with the applicable requirements of: the Securities Act, the Rules and Regulations, the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder, and all other state or federal laws, rules and regulations applicable to the Offering and the sale of Shares, all applicable state securities or blue sky laws and regulations, and the rules of FINRA applicable to the Offering, from time to time in effect, including, without limitation, FINRA Rules 2040, 2111, 2310, 5110 and 5141.

b.Promptly after the initial Effective Date of the Registration Statement, the Intermediary Manager and the Brokers shall commence the offering of the Shares in the Offering for cash to the public in jurisdictions in which the Shares are registered or qualified for sale or in which such offering is otherwise permitted. The Intermediary Manager and the Brokers will immediately suspend or terminate offering of the Shares upon receipt of notice from the Company at any time and will resume offering the Shares upon subsequent receipt of notice of the Company, as notice is constituted under Section 14 of this Agreement.

c.Subject to circumstances described in or otherwise provided in this Agreement and under the caption “Plan of Distribution” in the Prospectus, which may be amended and restated from time to time, the Company will pay to the Intermediary Manager Shareholder Servicing and/or Distribution Fees in connection with sales of Class S Primary Shares, and sales of certain Class D Primary Shares (the “Shareholder Servicing and/or Distribution Fee”) and the Intermediary Manager may permit Brokers to charge transaction or other fees, including upfront placement fees or brokerage commissions, all as described in Schedule 2 to this Agreement . The applicable Shareholder Servicing and/or Distribution Fees payable to the Intermediary Manager will be paid substantially concurrently with the execution by the Company of orders submitted by purchasers of Class S Primary Shares and Class D Primary Shares, as applicable, and all or a portion of the Shareholder Servicing and/or Distribution Fees may be reallowed by the Intermediary Manager to the Brokers who sold the Class S Primary Shares and Class D Primary Shares giving rise to such shareholder servicing and/or distribution fees, as described more fully in the Selected Intermediary Agreement entered into with each such Broker.

d.Except as may be provided in the “Plan of Distribution” section of the Prospectus, which may be amended and restated from time to time, subject to the limitations set forth in Section 3.e. below, the Company will pay to the Intermediary Manager a Shareholder Servicing and/or Distribution Fees with respect to sales of Class S and Class D shares as described in Schedule 2 to this Agreement. The Company will pay the Shareholder Servicing and/or Distribution Fee to the Intermediary Manager monthly in arrears. The Intermediary Manager may reallow all or a portion of the Shareholder Servicing and/or Distribution Fee to any Brokers who sold the Class S or Class D Shares giving rise to a portion of such Shareholder Servicing and/or Distribution Fee to the extent the Selected Intermediary Agreement with such Broker provides for such a reallowance and such Broker is in compliance with the terms of such Selected Intermediary Agreement related to such reallowance. Notwithstanding the foregoing, subject to the terms of the Prospectus, at such time as the Broker who sold the Class S or Class D Shares giving rise to a portion of the Shareholder Servicing and/or Distribution Fee is no longer the intermediary of record with respect to such Class S or Class D Shares or the Broker no longer satisfies any or all of the conditions in its Selected Intermediary Agreement for the receipt of the Shareholder Servicing and/or Distribution Fee, then Broker’s entitlement to the Shareholder Servicing and/or Distribution Fees related to such Class S and/or Class D shares, as applicable, shall cease in, and Broker shall not receive the Shareholder Servicing and/or Distribution Fee for, that month or any portion thereof (i.e., Shareholder Servicing and/or Distribution Fees are payable with respect to an entire month without any proration). Intermediary transfers will be made effective as of the start of the first business day of a month.

Thereafter, such Shareholder Servicing and/or Distribution Fee may be reallowed to the then-current intermediary of record of the Class S and/or Class D shares, as applicable, if any such intermediary of record has been designated (the “Servicing Broker”), to the extent such Servicing Broker has entered into a Selected Intermediary Agreement or similar agreement with the Intermediary Manager (“Servicing Agreement”), such Selected Intermediary Agreement or Servicing Agreement with the Servicing Broker provides for such reallowance and the Servicing Broker is in compliance with the terms of such agreement related to such reallowance. In this regard, all determinations will be made by the Intermediary Manager in good faith in its sole discretion. The Broker is not entitled to any Shareholder Servicing and/or Distribution Fee with respect to Class I shares. The Intermediary Manager may also reallow some or all of the Shareholder Servicing and/or Distribution Fee to other intermediaries who provide services with respect to the Shares (who shall be considered additional Servicing Brokers) pursuant to a Servicing Agreement with the Intermediary Manager to the extent such Servicing Agreement provides for such reallowance and such additional Servicing Broker is in compliance with the terms of such agreement related to such reallowance, in accordance with the terms of such Servicing Agreement.

e.The Intermediary Manager shall cease receiving the Shareholder Servicing and/or Distribution Fee with respect to any Class S share or Class D share held in a shareholder’s account at the end of the month in which the Intermediary Manager, in conjunction with the transfer agent, determines that total transaction or other fees, including upfront placement fees or brokerage commissions, and Shareholder Servicing and/or Distribution Fees paid with respect to the shares held by such shareholder within such account would exceed, in the aggregate, 10% of the gross proceeds from the sale of such shares (including total transaction or other fees, including upfront placement fees or brokerage commissions). At the end of such month, each such Class S share or Class D share (and any shares issued under the DRIP with respect thereto) will convert into a number of Class I shares (including any fractional shares), with an equivalent aggregate NAV as such share. In addition,

the Intermediary Manager will cease receiving the Shareholder Servicing and/or Distribution Fee on Class S shares and Class D shares in connection with an Offering (i.e., pursuant to the Registration Statement for such Offering) upon the earlier to occur of the following: (i) a listing of Class I shares, (ii) the merger or consolidation of the Company with or into another entity, or the sale or other disposition of all or substantially all of the Company’s assets, or (iii) the date following the completion of the primary portion of such Offering on which, in the aggregate, underwriting compensation from all sources in connection with such Offering, including selling commissions, Intermediary Manager fees, the Shareholder Servicing and/or Distribution Fee and other underwriting compensation, is equal to ten percent (10%) of the gross proceeds from Primary Shares sold in such Offering, as determined in good faith by the Intermediary Manager in its sole discretion. For purposes of this Agreement, the portion of the Shareholder Servicing and/or Distribution Fee accruing with respect to Class S and Class D shares of the Company’s common shares issued (publicly or privately) by the Company during the term of a particular Offering, and not issued pursuant to a prior Offering, shall be underwriting compensation with respect to such particular Offering and not with respect to any other Offering.

f.The terms of any reallowance of the Shareholder Servicing and/or Distribution Fee shall be set forth in the Selected Intermediary Agreement or Servicing Agreement entered into with the Brokers or Servicing Brokers, as applicable. The Company will not be liable or responsible to any Broker or Servicing Broker for any reallowance of Shareholder Servicing and/or Distribution Fee to such Broker or Servicing Broker, it being the sole and exclusive responsibility of the Intermediary Manager for payment of Shareholder Servicing and/or Distribution Fee to Brokers and Servicing Brokers. Notwithstanding the foregoing, at the discretion of the Company, the Company may act as agent of the Intermediary Manager by making direct payment of Shareholder Servicing and/or Distribution Fees to Brokers on behalf of the Intermediary Manager without incurring any liability. Further, the Company is not responsible for any transaction or other fees, including upfront placement fees or brokerage commissions, charged by Brokers.

g.In addition to the other items of underwriting compensation set forth in this Section 3, the Company and/or the Company’s investment manager (the “Manager”) shall reimburse the Intermediary Manager for all items for which reimbursement is provided for in the Prospectus, to the extent the Prospectus indicates that they will be paid by the Company or the Manager, as applicable, and to the extent permitted pursuant to prevailing rules and regulations of FINRA.

h.In addition to reimbursement as provided under Section 3.g, and subject to prevailing rules and regulations of FINRA, the Company shall also pay directly or reimburse the Intermediary Manager for reasonable bona fide due diligence expenses incurred by any Broker as described in the Prospectus. The Intermediary Manager shall obtain from any Broker and provide to the Company a detailed and itemized invoice for any such due diligence expenses. Notwithstanding anything contained herein to the contrary, no payments or reimbursements made by the Company with respect to a particular Offering hereunder shall cause total organization and offering expenses, defined under Omnibus Guidelines (as defined in Section 4.a. below) and FINRA rules, to exceed 10% and 15%, respectively, of gross proceeds from such Offering.

i.The Intermediary Manager represents that it will comply fully with all applicable currency reporting, anti-money laundering, anti-corruption and anti-terrorist laws and regulations, and any other applicable laws, rules, regulations and interpretations of any other applicable regulatory or self-regulatory body.

j.(i) The Intermediary Manager has in place internal controls, policies, and procedures (“AML Program”) that are reasonably designed to detect, identify, and report illegal activity, including money laundering and further represents that it has implemented, complies with and will comply with anti-money laundering policies and procedures that satisfy and will continue to satisfy the requirements of applicable anti-money laundering and “know your customer” laws, rules and regulations, including, without limitation, the U.S. International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, the U.S. Foreign Corrupt Practices Act, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, the U.S. International Emergency Economic Powers Act, and the U.S. Trading with the Enemy Act, as each may be amended from time to time. (ii) The Intermediary Manager’s AML Program, at a minimum; (1) designates a compliance office to administer and oversee the AML Program; (2) provides ongoing employee training; (3) includes an independent audit function to test the effectiveness of the Program; (4) establishes internal policies, procedures, and controls that are tailored to its particular business;

(5) includes a Customer Identification Program (“CIP”) consistent with the rules under Section 326 of the USA PATRIOT Act of 2001 (the “USA Patriot Act”); (6) provides for the filing of all necessary anti-money laundering reports including, but not limited to, suspicious activity reports and (7) provides for screening Clients against the Office of Foreign Asset Control (“OFAC”) list and any other government list that is or becomes required under the USA Patriot Act. The Intermediary Manager acknowledges and agrees that it is responsible for monitoring and complying with anti-money laundering and CIP requirements applicable to all shareholders. (iii) The Intermediary Manager represents and warrants that it has policies, procedures and internal controls in place that are reasonably designed to comply with the UK Bribery Act, the U.S. Foreign Corrupt Practices Act of 1977, as amended ("FCPA"), and, where applicable, legislation enacted by member States and signatories implementing the OECD Convention Combating Bribery of Foreign Officials, or any similar statute, rule or policy applicable in any jurisdiction in which Broker engages in any activity hereunder (collectively, the “Anti-Corruption Laws”). The Intermediary Manager represents and warrants that it has, and will maintain at all times during the term of this Agreement, policies, procedures, and internal controls in place that are reasonably designed to comply with applicable Anti-Corruption Laws, including applicable provisions of the FCPA.

k.The Intermediary Manager represents and warrants to the Company and each person and firm that signs the Registration Statement that the information under the caption “Plan of Distribution” in the Prospectus and all other information furnished to the Company by the Intermediary Manager in writing expressly for use in the Registration Statement, the Prospectus, or any amendment or supplement thereto does not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

l.The Intermediary Manager and all Brokers will offer and sell the Shares at the public offering prices per share as determined in accordance with the Prospectus.

4.Indemnification.

a.To the extent permitted by the Company’s charter, Section 17(h) and Section 17(i) of the 1940 Act, the provisions of Article II.G of the North American Securities Administrators Association, Inc. Omnibus Guidelines Statement of Policy adopted on March 29, 1992 and as amended on May 7, 2007 and from time to time (the “Omnibus Guidelines”), and subject to the limitations below, the Company will indemnify and hold harmless the Brokers and the Intermediary Manager, their officers and directors and each person, if any, who controls such Broker or Intermediary Manager within the meaning of Section 15 of the Securities Act (the “Indemnified Persons”) from and against any losses, claims, damages or liabilities (“Losses”), joint or several, to which such Indemnified Persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (a) any untrue statement of a material fact contained (i) in the Registration Statement, the Prospectus, or any post-effective amendment or supplement to either or (ii) in any blue sky application or other document executed by the Company or on its behalf specifically for the purpose of qualifying any or all of the Shares for sale under the securities laws of any jurisdiction or based upon written information furnished by the Company under the securities laws thereof (any such application, document or information being hereinafter called a “Blue Sky Application”) or (iii) in any Authorized Sales Materials, or (b) the omission to state in the Registration Statement, the Prospectus, or any post-effective amendment or supplement to either or in any Blue Sky Application or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will reimburse the Intermediary Manager and each Indemnified Person of the Intermediary Manager for any legal or other expenses reasonably incurred by the Intermediary Manager or such Indemnified Person in connection with investigating or defending such Loss.

Notwithstanding the foregoing provisions of this Section 4.a., the Company may not indemnify or hold harmless the Intermediary Manager, any Broker or any of their affiliates in any manner that would be inconsistent with the provisions to Article II.G of the Omnibus Guidelines. In particular, but without limitation, the Company may not indemnify or hold harmless the Intermediary Manager, any Broker or any of their affiliates for liabilities arising from or out of a violation of state or federal securities laws, unless one or more of the following conditions are met:

(i)There has been a successful adjudication on the merits of each count involving alleged securities law violations;

(ii)Such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction; or

(iii)A court of competent jurisdiction approves a settlement of the claims against the indemnitee and finds that indemnification of the settlement and the related costs should be made, and the court considering the request for indemnification has been advised of the position of the Commission and of the published position of any state securities regulatory authority in which the securities were offered as to indemnification for violations of securities laws.

Further notwithstanding the foregoing provisions of this Section 4.a., the Company will not be liable in any such case to the extent that any such Loss or expense arises out of or is based upon an untrue statement or omission made in reliance upon and in conformity with written information furnished (x) to the Company by the Intermediary Manager or (y) to the Company or the Intermediary Manager by or on behalf of any Broker specifically for use in the Registration Statement, the Prospectus, or any post-effective amendment or supplement, any Blue Sky Application or any Authorized Sales Materials, and, further, the Company will not be liable for the portion of any Loss in any such case if it is determined that such Broker or the Intermediary Manager was at fault in connection with such portion of the Loss, expense or action.

The foregoing indemnity agreement of this Section 4.a. is subject to the further condition that, insofar as it relates to any untrue statement or omission made in the Prospectus (or amendment or supplement thereto) that was eliminated or remedied in any subsequent amendment or supplement thereto, such indemnity agreement shall not inure to the benefit of an Indemnified Party from whom the person asserting any Losses purchased the Shares that are the subject thereof, if a copy of the Prospectus as so amended or supplemented was not sent or given to such person at or prior to the time the subscription of such person was accepted by the Company, but only if a copy of the Prospectus as so amended or supplemented had been supplied to the Intermediary Manager or the Broker prior to such acceptance.

b.The Intermediary Manager will indemnify and hold harmless the Company, its officers and directors (including any person named in the Registration Statement, with his consent, as about to become a director), each other person who has signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (the “Company Indemnified Persons”), from and against any Losses to which any of the Company Indemnified Persons may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (a) any untrue statement of a material fact contained (i) in the Registration Statement, the Prospectus or any post-effective amendment or supplement to either or (ii) in any Blue Sky Application or (iii) in any Authorized Sales Materials; or (b) the omission to state in the Registration Statement, the Prospectus, any post-effective amendment or supplement to either or in any Blue Sky Application or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that clauses (a) and (b) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Intermediary Manager specifically for use with reference to the Intermediary Manager in the preparation of the Registration Statement, the Prospectus, any post-effective amendment or supplement to either or in preparation of any Blue Sky Application or Authorized Sales Materials; or (c) any use of sales literature not authorized or approved by the Company or any use of “broker-dealer use only” materials with members of the public by the Intermediary Manager in the offer and sale of the Shares or any use of sales literature by in a particular jurisdiction by the Intermediary Manager if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction; or (d) any untrue statement made by the Intermediary Manager or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; or (e) any material violation of this Agreement; or (f) any failure to comply with applicable laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the USA Patriot Act; or (g) any other failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and

regulations promulgated thereunder; provided further that the Intermediary Manager’s obligation to indemnify the Company shall be limited to the extent of any fees earned and retained by the Intermediary Manager (excluding any fees re-allowed to Brokers) pursuant to this Agreement. The Intermediary Manager will reimburse the aforesaid parties for any legal or other expenses reasonably incurred by them in connection with investigating or defending such Loss, expense or action. This indemnity agreement will be in addition to any liability that the Intermediary Manager may otherwise have.

c.The Intermediary Manager will require in its agreement with each Broker to severally indemnify and hold harmless the Company, the Intermediary Manager, each of their officers and directors (including any person named in the Registration Statement, with his consent, as about to become a director), each other person who has signed the Registration Statement and each person, if any, who controls the Company or the Intermediary Manager within the meaning of Section 15 of the Securities Act (the “Broker Indemnified Persons”) from and against any Losses to which a Broker Indemnified Person may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon (a) any untrue statement of a material fact contained (i) in the Registration Statement, the Prospectus, or any post-effective amendment or supplement to either or (ii) in any Blue Sky Application or (iii) in any Authorized Sales Materials; or (b) the omission to state in the Registration Statement, the Prospectus, or any post-effective amendment or supplement to either or in any Blue Sky Application or Authorized Sales Materials a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that clauses (a) and (b) apply, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with written information furnished to the Company or the Intermediary Manager by or on behalf of the Broker specifically for use with reference to the Broker in the preparation of the Registration Statement, the Prospectus, any post-effective amendment or supplement either or in preparation of any Blue Sky Application or Authorized Sales Materials; or (c) any use of sales literature not authorized or approved by the Company or any use of “broker-dealer use only” materials with members of the public by the Broker in the offer and sale of the Shares or any use of sales literature in a particular jurisdiction if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction; or (d) any untrue statement made by the Broker or its representatives or agents or omission to state a fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading in connection with the offer and sale of the Shares; or (e) any material violation of this Agreement or the Selected Intermediary Agreement entered into between the Intermediary Manager and the Broker; or (f) any failure or alleged failure to comply with all applicable laws, including, without limitation, laws governing privacy issues, money laundering abatement and anti-terrorist financing efforts, including applicable rules of the SEC, FINRA and the USA Patriot Act; or (g) any other failure or alleged failure to comply with applicable rules of FINRA or federal or state securities laws and the rules and regulations promulgated thereunder. Each such Broker will reimburse each Broker Indemnified Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss, expense or action. This indemnity agreement will be in addition to any liability that such Broker may otherwise have.

d.Promptly after receipt by an indemnified party under this Section 4 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 4, notify in writing the indemnifying party of the commencement thereof. The failure of an indemnified party to so notify the indemnifying party will relieve the indemnifying party from any liability under this Section 4 as to the particular item for which indemnification is then being sought, but not from any other liability that it may have to any indemnified party. In case any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled, to the extent it may wish, jointly with any other indemnifying party similarly notified, to participate in the defense thereof, with separate counsel. Such participation shall not relieve such indemnifying party of the obligation to reimburse the indemnified party for reasonable legal and other expenses (subject to Section 4.e.) incurred by such indemnified party in defending itself, except for such expenses incurred after the indemnifying party has deposited funds sufficient to effect the settlement, with prejudice, of the claim in respect of which indemnity is sought. Any such indemnifying party shall not be liable to any such indemnified party on account of any settlement of any claim or action effected without the consent of such indemnifying party. Any indemnified party shall not be bound to perform or refrain from performing

any act pursuant to the terms of any settlement of any claim or action effected without the consent of such indemnified party

e.The indemnifying party shall pay all legal fees and expenses of the indemnified party in the defense of such claims or actions; provided, however, that the indemnifying party shall not be obliged to pay legal expenses and fees to more than one law firm in connection with the defense of similar claims arising out of the same alleged acts or omissions giving rise to such claims notwithstanding that such actions or claims are alleged or brought by one or more parties against more than one indemnified party. If such claims or actions are alleged or brought against more than one indemnified party, then the indemnifying party shall only be obliged to reimburse the expenses and fees of the one law firm that has been selected by a majority of the indemnified parties against which such action is finally brought; and in the event a majority of such indemnified parties are unable to agree on which law firm for which expenses or fees will be reimbursable by the indemnifying party, then payment shall be made to the first law firm of record representing an indemnified party against the action or claim. Such law firm shall be paid only to the extent of services performed by such law firm and no reimbursement shall be payable to such law firm on account of legal services performed by another law firm.

f.The indemnity agreements contained in this Section 4 shall remain operative and in full force and effect regardless of (a) any investigation made by or on behalf of any Broker, or any person controlling any Broker or by or on behalf of the Company, the Intermediary Manager or any officer or director thereof, or by or on behalf of any person controlling the Company or the Intermediary Manager, (b) delivery of any Shares and payment therefor, and (c) any termination of this Agreement. A successor of any Broker or of any of the parties to this Agreement, as the case may be, shall be entitled to the benefits of the indemnity agreements contained in this Section 4.

5.Survival of Provisions.

a.The respective agreements, representations and warranties of the Company and the Intermediary Manager set forth in this Agreement shall remain operative and in full force and effect regardless of (a) any investigation made by or on behalf of the Intermediary Manager or any Broker or any person controlling the Intermediary Manager or any Broker or by or on behalf of the Company or any person controlling the Company, and (b) the acceptance of any payment for the Shares.

b.The respective agreements of the Company and the Intermediary Manager set forth in Sections 3.c. through 3.h. and Sections 4 through 14 of this Agreement shall remain operative and in full force and effect regardless of any termination of this Agreement.

6.Applicable Law. This Agreement was executed and delivered in, and its validity, interpretation and construction shall be governed by, the laws of the State of New York; provided however, that causes of action for violations of federal or state securities laws shall not be governed by this Section. Venue for any action brought hereunder shall lie exclusively in New York, New York.

7.Counterparts. This Agreement may be executed in any number of counterparts. Each counterpart, when executed and delivered, shall be an original contract, but all counterparts, when taken together, shall constitute one and the same Agreement.

8.Successors and Amendment.

a.This Agreement shall inure to the benefit of and be binding upon the Intermediary Manager and the Company and their respective successors. Nothing in this Agreement is intended or shall be construed to give to any other person any right, remedy or claim, except as otherwise specifically provided herein. This Agreement shall inure to the benefit of the Brokers to the extent set forth in Sections 1 and 4 hereof.

b.This Agreement may be amended by the written agreement of the Intermediary Manager and the Company.

c.Schedule 1 may be amended from time to time with the written consent of the Company and the Intermediary Manager. However, the addition or removal of Registration Statements from Schedule 1 shall only apply prospectively and shall not affect the respective agreements, representations and warranties of the Company and the Intermediary Manager prior to such amendments to Schedule 1. For the avoidance of doubt, the parties acknowledge and agree that, upon the removal of a Registration Statement from Schedule 1, the representations, warranties and covenants in Sections 1 and 2 shall no longer continue to be made with respect to the Offering, the Shares or the Prospectus relating to such Registration Statement.

9.Term and Termination. This Agreement shall become effective as of the date first written above and shall remain in force until the first anniversary of its effective date and shall thereafter continue in effect from year to year, but only so long as such continuance is specifically approved at least annually by a vote of the board of trustees of the Company, including the vote of a majority of the trustees who are not “interested persons,” as defined by the 1940 Act and the rules thereunder, of the Company and who have no direct or indirect financial interest in the operation of the Company’s Distribution and Servicing Plan (the “Plan”) or any agreements entered into in connection with the Plan (including this Agreement), cast in person at a meeting called for the purpose. Any party to this Agreement shall have the right to terminate this Agreement on 60 days’ written notice or immediately upon notice to the other party in the event that such other party shall have failed to comply with any material provision hereof. The Agreement also may be terminated at any time, without the payment of any penalty, by vote of a majority of the Company’s trustees who are not “interested persons”, as defined in the 1940 Act, of the Company and who have no direct or indirect financial interest in the operation of the Company’s distribution plan or this Agreement or by vote a majority of the outstanding voting securities of the Company, on not more than 60 days’ written notice to the Intermediary Manager or the Manager. This Agreement will automatically terminate in the event of its assignment, as defined in the 1940 Act. Upon expiration or termination of this Agreement, (a) the Company shall pay to the Intermediary Manager all earned but unpaid compensation and reimbursement for all incurred, accountable compensation to which the Intermediary Manager is or becomes entitled under Section 3 pursuant to the requirements of that Section 3 at such times as such amounts become payable pursuant to the terms of such Section 3, offset by any losses suffered by the Company or any officer or director of the Company arising from the Intermediary Manager’s breach of this Agreement or an action that would otherwise give rise to an indemnification claim against the Intermediary Manager under Section 4.b. herein, and (b) the Intermediary Manager shall promptly deliver to the Company all records and documents in its possession that relate to the Offering other than as required by law to be retained by the Intermediary Manager. Intermediary Manager shall use its commercially reasonable efforts to cooperate with the Company to accomplish an orderly transfer of management of the Offering to a party designated by the Company.

10.Confirmation. The Company hereby agrees and assumes the duty to confirm on its behalf and on behalf of Brokers who sell the Shares all orders for purchase of Shares accepted by the Company. Such confirmations will comply with the rules of the SEC and FINRA, and will comply with applicable laws of such other jurisdictions to the extent the Company is advised of such laws in writing by the Intermediary Manager.

11.Prospectus and Authorized Sales Materials. Intermediary Manager agrees that it is not authorized or permitted to give and will not give, any information or make any representation concerning the Shares except as set forth in the Prospectus and any Authorized Sales Materials. The Intermediary Manager further agrees (a) not to deliver any Authorized Sales Materials to any investor or prospective investor, to any intermediary that has not entered into a Selected Intermediary Agreement or Servicing Agreement, or to any representatives or other associated persons of such an intermediary, unless it is accompanied or preceded by the Prospectus as amended and supplemented, (b) not to show or give to any investor or prospective investor or reproduce any material or writing that is supplied to it by the Company and marked “broker only”, “dealer only” or otherwise bearing a legend denoting that it is not to be used in connection with the sale of Shares to members of the public and (c) not to show or give to any investor or prospective investor in a particular jurisdiction (and will similarly require Brokers pursuant to the Selected Intermediary Agreement) any material or writing that is supplied to it by the Company if such material bears a legend denoting that it is not to be used in connection with the sale of Shares to members of the public in such jurisdiction. Intermediary Manager, in its agreements with Brokers, will include requirements and obligations of the Brokers similar to those imposed upon the Intermediary Manager pursuant to this section.

12.Suitability of Investors. The Intermediary Manager, in its agreements with Brokers, will require that the Brokers offer Shares only to persons who meet the financial qualifications set forth in the Prospectus or in any

suitability letter or memorandum sent to it by the Company and will only make offers to persons in the jurisdictions in which it is advised in writing that the Shares are qualified for sale or that such qualification is not required. In offering Shares, the Intermediary Manager, in its agreements with Brokers, will require that the Broker comply with the provisions of all applicable rules and regulations relating to suitability of investors, including, without limitation, the provisions of Exchange Act Rule 15l-1 (“Regulation Best Interest”) and Article III of the Omnibus Guidelines and applicable laws of the jurisdiction of which such investor is a resident. The Intermediary Manager, in its agreements with Brokers, will require that the Brokers shall sell Shares only to those persons who are eligible to purchase such shares as described in the Prospectus and only through those Brokers who are authorized to sell such shares. The Intermediary Manager, in its agreements with the Brokers, shall require the Brokers to maintain, for at least six years, a record of the information obtained to determine that an investor meets the financial qualification and suitability standards imposed on the offer and sale of the Shares.

13.Submission of Orders. The Intermediary Manager will require in its agreements with each Broker that each Broker comply with the submission of orders procedures set forth in the form of Selected Intermediary Agreement attached as Exhibit “A” to this Agreement. To the extent the Intermediary Manager is involved in the distribution process other than through a Broker, the Intermediary Manager will comply with such submission of orders procedures, and will require each person desiring to purchase Shares in the Offering to complete and execute a subscription agreement in the form filed as an appendix to the Prospectus (a “Subscription Agreement”) in the form provided by the Company to the Intermediary Manager for use in connection with the Offering and to deliver to the Intermediary Manager or as otherwise directed by the Intermediary Manager such completed and executed Subscription Agreement together with a check or wire transfer (“instrument of payment”) in the amount of such person’s purchase, which must be at least the minimum purchase amount set forth in the Prospectus. Subscription Agreements and instruments of payment will be transmitted by the Intermediary Manager to the escrow agent described in the Prospectus and Subscription Agreement for any Offering in which there is a minimum offering contingency described in the Prospectus (“Minimum Offering”) that has not yet been satisfied or, after any such Minimum Offering is satisfied or if no such Minimum Offering is applicable to an Offering, to the Company, as soon as practicable, but in any event by the end of the second business day following receipt by the Intermediary Manager. If the Intermediary Manager receives a Subscription Agreement or instrument of payment not conforming to the instructions set forth in the form of Selected Intermediary Agreement, the Intermediary Manager shall return such Subscription Agreement and instrument of payment directly to such subscriber not later than the end of the next business day following its receipt. Instruments of payment of rejected subscribers will be promptly returned to such subscribers.

14.Notice. Notices and other writings contemplated by this Agreement shall be delivered via (i) hand, (ii) first class registered or certified mail, postage prepaid, return receipt requested, (iii) a nationally recognized overnight courier or (iv) electronic mail. All such notices shall be addressed, as follows:

If to the Intermediary Manager:	Prudential Investment Management Services, LLC
	Attn: Adam Scaramella
	655 Broad Street
	Newark, New Jersey 07102-4410
	Email: adam.scaramella@prudential.com


If to the Company:	PGIM Private Credit Fund
	Attn: Claudia DiGiacomo
	655 Broad Street
	Newark, New Jersey 07102-4410
	Email: claudia.digiacomo@prudential.com

If the foregoing correctly sets forth our understanding, please indicate your acceptance thereof in the space provided below for that purpose, whereupon this letter and your acceptance shall constitute a binding agreement between us as of the date first above written.

Very truly yours,

PGIM PRIVATE CREDIT FUND

By:	/s/ Scott Benjamin
	Name:	Scott Benjamin
	Title:	Vice President

Accepted and agreed to as of the date first above written:

PRUDENTIAL INVESTMENT MANAGEMENT SERVICES, LLC

By:	/s/ Adam Scaramella
	Name:	Adam Scaramella
	Title:	President

[Signature Page to Intermediary Manager Agreement]

Schedule 1

Registration Statement(s)

1.Registration Statement on Form N-2, Registration No. 333-268093

Schedule 2

Compensation

I.Shareholder Servicing and/or Distribution Fees

The Company will pay to the Intermediary Manager Shareholder Servicing and/or Distribution Fees in amounts of (a) up to 0.85% per annum of the aggregate NAV for the Class S shares as of the beginning of the first calendar day of the month and (b) up to 0.25% per annum of the aggregate NAV for the Class D shares as of the beginning of the first calendar day of the month, in each case, payable monthly. The Company will not pay to the Intermediary Manager any Shareholder Servicing and/or Distribution Fees in respect of the purchase of any Class I shares.

II.Intermediary Manager Fees

The Company will not pay to the Intermediary Manager any Intermediary Manager fees in respect of the purchase of any Class S shares, Class D shares, Class I shares or DRIP Shares.

III. Brokerage Transaction Fees

The Intermediary Manager is authorized to enter into arrangements that allow the Broker to charge a transaction or other fee, including upfront placement fees or brokerage commissions, on sales of Shares, to the extent the Prospectus discloses that such transaction or other fees may be charged for the relevant class of Shares. The Intermediary Manager will require the Broker to represent that Broker is acting solely as an agent for its Customers with respect to their purchase or sale of Shares and is not acting for Broker’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by Broker in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. Purchases and sales of such shares may only be executed as purchases or repurchases between the customer and the Company. Broker shall not execute trades of shares between customers.

EXHIBIT A

FORM OF SELECTED INTERMEDIARY AGREEMENT

[To be appended] 16

Exhibit 10.7

TRANSER AGENCY AND SERVICE AGREEMENT

This Transfer Agency and Service Agreement (“Agreement”) is made and entered into effective April 3, 2023 between each of the investment companies listed in Exhibit A hereto (each, referred to as a "Fund" and collectively, the "Funds") and Prudential Mutual Fund Services LLC (“PMFS”), a New York limited liability corporation having its principal place of business at 655 Broad Street, Newark, NJ 071 02-4410.

WHEREAS, each Fund desires to appoint PMFS as the transfer agent, dividend distribution agent and shareholder servicing agent;

WHEREAS, PMFS desires to enter into a Sub-Transfer Agency and Service Agreement with DST Systems, Inc. (“DST”), a corporation organized in the state of Delaware, under which DST will provide certain transfer agent, dividend disbursement and shareholder services to the Funds (the “Sub-TA Agreement”) that PMFS has agreed to provide under this Agreement with each Fund;

WHEREAS, PMFS will supervise those aspects of the Funds’ transfer agent, dividend disbursement and shareholder servicing operations that are provided by DST under the Sub-TA Agreement;

NOW, THEREFORE, in consideration of the foregoing and the terms and conditions set forth below, the parties agree as follows:

Article 1. TERMS OF APPOINTMENT; DUTIES OF PMFS

1.01 Subject to the terms and conditions set forth in this Agreement, each Fund hereby employs and appoints PMFS to act as (i) the transfer agent for the authorized and issued shares of beneficial interest or capital stock of the Fund, as applicable (“Shares”), (ii) dividend disbursing agent and (iii) shareholder servicing agent in connection with any accumulation, open-account or similar plans provided to shareholders of the Fund (“Shareholders”) and set forth in the currently effective prospectus and statement of additional information (collectively for purposes of this Agreement, “Prospectus”) of the Fund, including without limitation any periodic investment plan or periodic withdrawal program.

1.02 In connection with its oversight of the services provided by DST pursuant to the Sub-TA Agreement, PMFS hereby agrees to perform the following services for each Fund:

(a) Provide supervisory oversight of DST’s performance under the Sub-TA Agreement, including monitoring of adherence to service level standards;

(b) Provide a call center with PMFS staff to answer telephone inquiries from investors, shareholders and broker-dealers relating to the Funds;

(d) Provide supervisory oversight of DST system functionality under the Sub-TA Agreement, and review and implement jointly with DST new system functionality pertaining to the Funds;

(e) Recommend, review and approve any procedural changes necessary to meet regulatory changes or to improve shareholder servicing;

(f) Facilitate responses by DST to information requests from the Funds, the Funds’ board of trustees/directors (“Boards”), Prudential Investments LLC or regulatory entities;

(g) Act as the central point of contact for communications to and from dealers that pertain to the Funds;

(h) Confirm transfer agent regulatory compliance, including compliance with the USA Patriot Act of 2001, per oversight of DST’s performance under the Sub-TA Agreement;

(i) Review and approve payment of transfer agency invoices; and

(j) Ensure all reporting requirements are met under the Sub-TA Agreement, including standard reports and ad-hoc report requests.

Article 2. FEES AND EXPENSES

2.01 For performance by PMFS pursuant to this Agreement, as more fully described in Schedule A of this Agreement, each Fund agrees to (i) pay an annual maintenance fee for each Shareholder account, (ii) pay PMFS for its direct costs plus a reasonable margin, and (iii) reimburse PMFS and DST for their out-of-pocket expenses under this Agreement and under the Sub-TA Agreement.

2.02 Each Fund agrees to pay all fees and reimbursable expenses within a reasonable period of time following receipt of the respective billing notice. Postage for mailing of dividends, proxies, Fund reports and other mailings to all Shareholder accounts shall be advanced to PMFS by the Fund upon request by PMFS prior to the mailing date of such materials.

Article 3. REPRESENTATIONS AND WARRANTIES OF PMFS

PMFS represents and warrants to each Fund that:

3.01 It is a limited liability company duly organized and existing and in good standing under the laws of New York and it is duly qualified to carry on its business in New Jersey.

3.02 It is and will remain registered with the U.S. Securities and Exchange Commission (“SEC”) as a Transfer Agent pursuant to the requirements of Section 17A of the 1934 Act.

3.03 It is empowered under applicable laws and by its charter and By-Laws to enter into and perform this Agreement.

3.04 All requisite proceedings have been taken to authorize it to enter into and perform its duties and obligations under this Agreement.

3.05 It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement.

Article 4. REPRESENTATIONS AND WARRANTIES OF THE FUNDS

Each Fund represents and warrants to PMFS that:

4.01 It is a statutory trust or corporation duly organized and existing and in good standing under the laws of Delaware, Massachusetts or Maryland, as applicable.

4.02 It is empowered under applicable laws and by its Declaration of Trust or Articles of Incorporation, as applicable, and its By-Laws to enter into and perform its duties and obligations under this Agreement.

4.03 All proceedings required by said Declaration of Trust or Articles of Incorporation, as applicable, and By-Laws have been taken to authorize it to enter into and perform this Agreement.

4.04 It is either: (i) a closed-end management investment company, that intends to elect, or has elected, to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), or (ii) an investment company registered with the SEC under the 1940 Act.

4.05 (i) A registration statement under the Securities Act of 1933 (the “1933 Act”) is currently effective and will remain effective, and (ii) each Fund will maintain the registration of its Shares in each state in which it offers and sells Shares as required or appropriate state securities law notice filings have been made and will continue to be made, with respect to all Shares of the Fund being offered for sale.

Article 5. DUTY OF CARE AND INDEMNIFICATION

5.01 PMFS shall not be responsible for, and each Fund shall indemnify and hold PMFS harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to:

(a) All actions of PMFS or its agents or subcontractors required to be taken pursuant to this Agreement, provided that such actions are taken in good faith and without negligence or willful misconduct;

(b) The Fund’s refusal or failure to comply with the terms of this Agreement, or which arise out of the Fund’s lack of good faith, negligence or willful misconduct or which arise out of the material breach of any representation or warranty of the Fund hereunder;

(c) The reliance on or use by PMFS or its agents or subcontractors of information, records and documents which (i) are received by PMFS or its agents or subcontractors and furnished to it by or on behalf of the Fund, and (ii) have been prepared and/or maintained by the Fund or any other person or firm on behalf of the Fund;

(d) The reliance on, or the carrying out by PMFS or its agents or subcontractors of, any instructions or requests of the Fund; or

(e) The offer or sale of Shares in violation of any requirement under the federal or state securities laws or regulations or the securities or Blue Sky laws of any State or other jurisdiction that notice of such Shares be filed in such State or other jurisdiction or in violation of any stop order or other determination or ruling by any federal agency or any State or other jurisdiction with respect to the offer or sale of such Shares in such State or other jurisdiction.

5.02 PMFS shall indemnify and hold the Fund harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to any action or failure or omission to act by PMFS as a result of PMFS' lack of good faith, negligence or willful misconduct.

5.03 At any time PMFS may apply to any officer of a Fund for instructions, and may consult with legal counsel, with respect to any matter arising in connection with the services to be performed by PMFS under this Agreement, and PMFS and its agents or subcontractors shall not be liable and shall be indemnified by the Fund for any action taken or omitted by it in reliance in good faith upon such instructions or upon the opinion of such counsel. PMFS, its agents and subcontractors shall be protected and indemnified in acting upon any paper or document furnished by or on behalf of the Fund, reasonably believed to be genuine and to have been signed by the proper person or persons, or upon any instruction, information, data, records or documents provided to PMFS or its agents or subcontractors by machine readable input, telex, CRT data entry or other similar means authorized by the Fund, and shall not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. PMFS, its agents and subcontractors shall also be protected and indemnified in recognizing stock certificates which are reasonably believed to bear the proper manual or facsimile signature of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar.

5.04 In the event either party is unable to perform its obligations under the terms of this Agreement because of acts of God, strikes, equipment or transmission failure or damage reasonably beyond its control, or other causes reasonably beyond its control, such party shall not be liable for damages to the other for any damages resulting from such failure to perform or otherwise from such causes.

5.05 Neither party to this Agreement shall be liable to the other party for consequential damages under any provision of this Agreement or for any act or failure to act hereunder.

5.06 In order that the indemnification provisions contained in this Article 5 shall apply, upon the assertion of a claim for which either party may be required to indemnify the other, the party seeking indemnification shall promptly notify the other party of such assertion, and shall keep the other party advised with respect to all developments concerning such claim. The party who may be required to indemnify shall have the option to participate with the party seeking indemnification in the defense of such claim. The party seeking indemnification shall in no case confess any claim or make any compromise in any case in which the other party may be required to indemnify it except with the other party's prior written consent.

Article 6. DOCUMENTS AND COVENANTS OF THE FUND AND PMFS

6.01 A Fund shall promptly furnish to PMFS the following upon request:

(a) A certified copy of the resolution of the Board of the Fund authorizing the appointment of PMFS and the execution and delivery of this Agreement;

(b) A certified copy of the Declaration of Trust or Articles of Incorporation, as applicable, and By-Laws of the Fund and all amendments thereto;

(c) The current registration statement and any amendments and supplements thereto filed with the SEC pursuant to the requirements of the 1933 Act and, as applicable, the 1940 Act;

(d) A specimen of the certificates for Shares of the Fund in the form(s) approved by the Board (if the Fund issues Shares in certificate form), with a certificate of the Secretary of the Fund as to such approval;

(e) All account application forms or other documents relating to Shareholder accounts and/or relating to any plan program or service offered or to be offered by the Fund; and

(f) Such other certificates, documents or opinions as PMFS deems to be appropriate or necessary for the proper performance of its duties.

6.02 PMFS hereby agrees to establish and maintain, or arrange to establish and maintain, facilities and procedures reasonably acceptable to the Fund for safekeeping of stock certificates, check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such certificates, forms and devices.

6.03 PMFS shall prepare and keep records relating to the services to be performed hereunder, in the form and manner as it may deem advisable. To the extent required by Section 31 of the 1940 Act, and the rules and regulations thereunder, PMFS agrees that all such records prepared or maintained by PMFS relating to the services to be performed by PMFS hereunder are the property of the Fund and will be preserved, maintained and made available in accordance with Section 31 of the 1940 Act, and the rules and regulations thereunder, and will be surrendered promptly to the Fund on and in accordance with its request.

6.04 PMFS and the Fund agree that all books, records, information and data pertaining to the business of the other party which are exchanged or received pursuant to the negotiation or the carrying out of this Agreement shall remain confidential and shall not be voluntarily disclosed to any other person except as may be required by law or regulatory request, or with the prior consent of the other party.

6.05 In case of any requests or demands for the inspection of the Shareholder records of the Fund, PMFS will endeavor to notify the Fund and to secure instructions from an authorized officer of the Fund as to such inspection. PMFS reserves the right, however, to exhibit the Shareholder records to any person whenever it is advised by its counsel that it may be held liable for the failure to exhibit the Shareholder records to such person.

Article 7 TERMINATION OF AGREEMENT

7.01 This Agreement may be terminated with respect to a Fund by either the Fund or PMFS upon one hundred twenty (120) days written notice to the other.

7.02 Should a Fund exercise its right to terminate, all out-of-pocket expenses associated with the movement of records and other materials relating to the Fund will be borne by the Fund. Additionally, PMFS reserves the right to charge the Fund for any other reasonable fees and expenses associated with such termination.

7.03 Should the Board of a Fund direct the Fund to terminate this Agreement other than for reason of (i) misconduct, bad faith, negligence or reckless disregard by PMFS of its duties and obligations hereunder or (ii) any material breach by PMFS of the terms of this Agreement, and if as a result PMFS terminates the Sub-TA Agreement and incurs a financial penalty under the terms of the Sub-TA Agreement for terminating the Sub-TA Agreement, the Fund shall, if requested by PMFS, reimburse PMFS in the amount of such financial penalty.

Article 8 ASSIGNMENT

8.01 Except as provided in Section 8.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

8.02 This Agreement shall inure to the benefit of and be binding upon the parties and their respective permitted successors and assigns.

8.03 Notwithstanding any other provision of this Agreement, it is expressly understood and agreed that PMFS is authorized and may in its sole discretion employ as agents or sub-contractors: (i) affiliates as it deems appropriate for the performance in whole or in part of its obligations or duties hereunder, or (ii) non-affiliates as it deems appropriate for the performance of certain ministerial obligations and duties hereunder (including, but not limited to, printing, mailing, photocopying, scanning, or statement production). Further, PMFS may, with the consent of the Fund’s Board, employ non-affiliated agents or sub-contractors for the performance in whole or in part of its non-ministerial obligations and duties hereunder. PMFS shall be as fully responsible to the Fund for the acts or omissions of any such agent or sub-contractor as it is for its own acts or omissions.

Article 9. AFFILIATIONS

9.01 PMFS may now or hereafter, without the consent of or notice to the Funds, function as transfer agent and/or shareholder servicing agent for any other investment company registered with the SEC under the 1940 Act or closed-end management investment company that intends to, or has elected, to be regulated under the 1940 Act, including without limitation any investment company or business development company whose adviser, administrator, sponsor or principal underwriter is or may become affiliated with Prudential Financial, Inc. or any of its direct or indirect subsidiaries or affiliates.

9.02 It is understood and agreed that the directors, trustees, officers, employees, agents and Shareholders of the Funds, and the directors, officers, employees, agents and shareholders of the Funds’ investment adviser and/or distributor, are or may be interested in PMFS as directors, officers, employees, agents, shareholders or otherwise, and that the directors, officers, employees, agents or shareholders of PMFS may be interested in the Funds as directors, trustees, officers, employees, agents, Shareholders or otherwise, or in the investment adviser and/or distributor as officers, directors, employees, agents, shareholders or otherwise.

Article 10. AMENDMENT

10.01 This Agreement may be amended or modified by a written agreement executed by all parties and authorized or approved by a resolution of the Boards of the Funds.

Article 11. APPLICABLE LAW

11.01 This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of New Jersey.

Article 12. MISCELLANEOUS

12.01 If a Fund issues Share certificates, in the event of an alleged loss or destruction of any Share certificate, no new certificate shall be issued in lieu thereof, unless there shall first be furnished to PMFS an affidavit of loss or non-receipt by the holder of Shares with respect to which a certificate has been lost or destroyed, supported by an appropriate bond satisfactory to PMFS and the Fund issued by a surety company satisfactory to PMFS, except that PMFS may accept an affidavit of loss and indemnity agreement executed by the registered holder (or legal representative) without surety in such form as PMFS deems appropriate indemnifying PMFS and the Fund for the issuance of a replacement certificate, in cases where the alleged loss is in the amount of $1,000 or less.

12.02 In the event that any check or other order for payment of money on the account of any Shareholder or new investor is returned unpaid for any reason, PMFS will (a) give prompt notification to the Fund’s distributor (“Distributor”) of such non-payment; and (b) take such other action, including imposition of a reasonable processing or handling fee, as PMFS may, in its sole discretion, deem appropriate or as the Fund and the Distributor may instruct PMFS.

12.03 Any notice or other instrument authorized or required by this Agreement to be given in writing to a Fund or to PMFS shall be sufficiently given if addressed to that party and received by it at its office set forth below or at such other place as it may from time to time designate in writing.

To the Funds:

c/o Prudential Investments LLC 655 Broad Street Newark, NJ 071 02-4410 Attention: President

with a copy to:

Prudential Investments LLC 655 Broad Street Newark, NJ 071 02-4410 Attention: Chief Legal Officer

To PMFS:

Prudential Mutual Fund Services LLC 655 Broad Street Newark, NJ 071 02-4410 Attention: President

Article 13. MERGER OF AGREEMENT

13.01 This Agreement constitutes the entire agreement between the parties hereto and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in their names and on their behalf by and through their duly authorized officers, as of the day and year first above written.

FUNDS AS LISTED ON THE ATTACHED EXHIBIT A		PRUDENTIAL MUTUAL FUND SERVICES LLC
(individually and severally, and not jointly and severally)

BY:	/s/ Scott Benjamin	BY:	/s/ Hansjerg P. Schlenker

SCOTT BENJAMIN, VICE PRESIDENT OF EACH FUND		HANSJERG P. SCHLENKER, VICE PRESIDENT

EXHIBIT A

FUNDS

PGIM Private Credit Fund

[End of Exhibit A] 8

Exhibit 10.8

PGIM Private Credit Fund (the “Fund”)

Distribution and Service Plan

(Class S and Class D Shares)

Introduction

The Distribution and Service Plan for Class S and Class D shares of the Fund set forth below (the “Plan”) has been adopted pursuant to an exemptive order granted by the Securities and Exchange Commission permitting the Fund to issue multiple classes of shares and to impose asset-based distribution fees and early withdrawal charges so long as the Fund complies with the provisions of Rules 6c-10, 12b-1, 17d-3, 18f-3, 22d-1 and, where applicable, 11a-3 under the Investment Company Act of 1940 (the “1940 Act”), as amended from time to time, as if those rules applied to closed-end management investment companies, and complies with Financial Industry Regulatory Authority Rule 2310, as amended from time to time.

A majority of the Board of Trustees of the Fund (the “Board”), including a majority of those Trustees who are not “interested persons” of the Fund (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of this Plan or any agreements related to it (the “Rule 12b-1 Trustees”), have approved this Plan by votes cast in person at a meeting called for the purpose of voting on this Plan and have determined that there is a reasonable likelihood that adoption of this Plan will benefit the Fund and its shareholders. Expenditures under this Plan by the Fund for Distribution Activities (defined below) are primarily intended to result in the sale of Class S and Class D shares of the Fund within the meaning of paragraph (a)(2) of Rule 12b-1 under the 1940 Act.

The purpose of the Plan is to create incentives for Prudential Investment Management Services LLC (the Fund’s distributor (the “Distributor”)), qualified broker-dealers, other financial institutions (which may include banks and retirement recordkeepers) and others that enter into a distribution, underwriting, selling, selected dealer or services agreement or other similar agreement, as applicable, with respect to Class S and Class D shares of the Fund (each of the foregoing, an “Intermediary”), and such Intermediaries’ financial professionals or other employees (as applicable), to provide distribution assistance to their customers who are investors in the Fund, to defray the costs and expenses associated with the preparation, printing and distribution of prospectuses and sales literature and other promotional and distribution activities and/or to provide for the servicing and maintenance of shareholder accounts, in each case as may be provided for in such agreements. An Intermediary may retain portions of the shareholder servicing and/or distribution fees payable hereunder in excess of its expenses incurred.

The Plan

The material aspects of the Plan are as follows:

1.Distribution Fee and Shareholder Servicing Fee

The Fund may pay to the Distributor, in its capacity as principal underwriter of the Fund’s shares of beneficial interest, with respect to and at the expense of each Class listed on Appendix A, a fee for (i) distribution and sales support services (the “Distribution Fee”), as applicable, and/or (ii) shareholder services (the “Servicing Fee”), and each as more fully described below (together, the “Shareholder Servicing and/or Distribution Fee”), such fee to be paid at the rate per annum of the aggregate NAV as of the beginning of the first calendar day of each applicable month of the Class specified with respect to such Class under the column “Shareholder Servicing and/or Distribution Fee” on Appendix A. The Distribution Fee under the Plan will be used primarily to compensate the Distributor for such services provided in connection with the offering and sale of shares of the applicable Class, and to reimburse the Distributor for related expenses incurred, including payments by the Distributor to compensate or reimburse brokers, other financial institutions or other industry professionals (collectively, “Selling Agents”), for distribution services and sales support services provided and related expenses incurred by such Selling Agents (collectively, “Distribution Activities”). Payments of the Distribution Fee on behalf of a particular Class must be in consideration of services rendered for or on behalf of such Class. However, joint distribution or sales support financing with respect to the shares of the Class (which financing may also involve other investment portfolios or companies that are affiliated persons of such a person, or affiliated persons of the Distributor) are permitted in accordance with applicable law. Payments of the Servicing Fee will be used to compensate the Distributor for

personal services and/or the maintenance of shareholder accounts services provided to shareholders in the related Class and to reimburse the Distributor for related expenses incurred, including payments by the Distributor to compensate or reimburse brokers, dealers, other financial institutions or other industry professionals. Payments of the Shareholder Servicing and/or Distribution Fee may be made without regard to expenses actually incurred.

Calculation and Payment of Fees

The amount of the Shareholder Servicing and/or Distribution Fee payable with respect to each Class listed on Appendix A will be calculated at the rate per annum of the aggregate NAV as of the beginning of the first calendar day of each applicable month, payable monthly in arrears, at the applicable annual rates indicated on Appendix A. The Shareholder Servicing and/or Distribution Fee will be calculated and paid separately for each Class.

3.Approval of Plan

The Plan will become effective, as to any Class (including any Class not currently listed on Appendix A), upon its approval by (a) a majority of the Rule 12b-1 Trustees, and (b) with respect to Section 1 of the Plan only, if the Plan is adopted for a Class after any public offering of shares of the Class or the sale of shares of the Class to persons who are not affiliated persons of the Fund, affiliated persons of such persons, promoters of the Fund, or affiliated persons of such promoters, a majority of the outstanding voting securities (as defined in the 1940 Act) of such Class.

4.Quarterly Reports; Additional Information

While the Plan is in effect, the Board will receive, and the Trustees will review, at least quarterly, written reports complying with the requirements of Rule 12b-1 under the 1940 Act, which set out the amounts expended under the Plan and the purposes for which those expenditures were made.

5.Continuation

The Plan shall, unless earlier terminated in accordance with its terms, continue in full force and effect for so long as such continuance is specifically approved at least annually by a majority of the Board and a majority of the Rule 12b-1 Trustees by votes cast in person at a meeting called for the purpose of voting on the continuation of the Plan.

6.Termination

This Plan may be terminated with respect to the Fund or a Class at any time, without the payment of any penalty, by a majority of the Rule 12b-1 Trustees, or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Class S and Class D shares, as applicable, of the Fund.

7.Amendments

The Plan may not be amended to change the Shareholder Servicing Fee and/or Distribution Fee to be paid as provided for in Section 1 hereof so as to increase materially the amounts payable under this Plan with respect to the Fund or a Class unless such amendment shall be approved by the vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Class S and Class D shares, as applicable, of the Fund. All material amendments of the Plan, including the addition of additional funds to the Plan, shall be approved by a majority of the Board and a majority of the Rule 12b-1 Trustees by votes cast in person at a meeting called for the purpose of voting on the Plan.

8.Rule 12b-1 Trustees

While the Plan is in effect, the selection and nomination of the Rule 12b-1 Trustees shall be committed to the discretion of the Rule 12b-1 Trustees.

9.Records

The Fund shall preserve copies of the Plan and any related agreements and all reports made pursuant to Section 4 hereof, for a period of not less than six years from the date of effectiveness of the Plan, such agreements or reports, and for at least the first two years in an easily accessible place.

10.Severability

The provisions of the Plan are severable for each Class set forth herein, and whenever any action is to be taken with respect to the Plan, such action will be taken separately for each Class affected.

Dated: June 20, 2023

APPENDIX A TO DISTRIBUTION AND SERVICE PLAN

PGIM PRIVATE CREDIT FUND

Class of Shares of Beneficial Interest	Shareholder Servicing and/or Distribution Fee

Class I Shares	N/A

Class S Shares	0.85%

Class D Shares	0.25%

Exhibit 10.9

PGIM PRIVATE CREDIT FUND

MULTIPLE CLASS PLAN PURSUANT TO RULE 18F-3

WHEREAS, PGIM Private Credit Fund (the “Fund”) engages in business as a closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (“1940 Act”);

WHEREAS, the Fund has received, and intends to rely upon, an exemptive order from the U.S. Securities and Exchange Commission (“SEC”) that permits the Fund to offer multiple classes of shares (each, a “Class”), subject to, among other conditions, the condition that the Fund will comply with Rule 18f-3 under the 1940 Act as if the rule applies to a closed-end management investment company;

WHEREAS, the Fund now desires to adopt a Multiple Class Plan pursuant to Rule 18f-3 under the 1940 Act (this “Plan”); and

WHEREAS, the Board of Trustees of the Fund (the “Board,” and each member, a “Trustee”), including a majority of the Trustees who are not “interested persons” (as defined by the 1940 Act) of the Fund (the “Independent Trustees”), have determined that there is a reasonable likelihood that adoption of the Plan is in the best interests of each Class individually and the Fund as a whole;

WHEREAS, any material amendment to this Plan is subject to prior approval of the Board, including a majority of the Independent Trustees;

WHEREAS, the Fund employs PGIM Investments, LLC (the “Manager”) as its investment manager and Prudential Investment Management Services, LLC as its distributor.

NOW, THEREFORE, the Fund hereby adopts this Plan on the following terms and conditions:

CLASS CHARACTERISTICS

The Fund is authorized to issue from time to time its shares of common shares in the following classes: Class S; Class D; and Class I. Shares of each Class of the Fund shall represent an equal pro rata interest in the Fund and, generally, shall have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications, and terms and conditions, except that: (a) each Class shall have a different designation; (b) each Class of shares shall bear any Class Expenses (as defined below); and (c) each Class shall have (i) exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement and (ii) separate voting rights on any matter submitted to shareholders in which the interests of one Class differ from the interests of any other Class. In addition, shares of each Class of the Fund shall have the features described herein.

CLASS S SHARES:		Class S shares are not subject to an initial sales charge, however certain intermediaries, they may directly charge transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that such charges are limited to a 3.5% cap on NAV for Class S shares.<br><br>

		Class S shares are also subject to an ongoing shareholder servicing fee (the “Servicing Fee”) and/or distribution fee (“Distribution Fee”) not to exceed 0.85% per annum of the aggregate NAV of the outstanding Class S shares, including any Class S shares issued pursuant to the Fund’s distribution reinvestment plan.
CLASS D SHARES		Class D shares are not subject to an initial sales charge, however certain intermediaries, they may directly charge transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided that such charges are limited to a 1.5% cap on NAV for Class D shares.<br><br><br><br>Class D shares are also subject to an ongoing Servicing Fee and/or Distribution Fee not to exceed 0.25% per annum of the aggregate NAV of the outstanding Class D shares, including any Class D shares issued pursuant to the Fund’s distribution reinvestment plan.
CLASS I SHARES		Class I shares are not subject to an initial sales charge, Serving Fee and/or Distribution Fee.

INCOME AND EXPENSE ALLOCATIONS

Income, realized gains and losses, unrealized appreciation and depreciation, and Fundwide Expenses (as defined below) shall be allocated based on one of the following methods (which method shall be applied on a consistent basis):

1)	To each Class based on the net assets of that Class in relation to the net assets of the Fund (“relative net assets”); or
2)	To each Class based on the Settled Shares Method (as defined below), provided that the Fund may allocate income and Fundwide Expenses based on the Settled Shares Method and realized gains and losses and unrealized appreciation and depreciation based on relative net assets.
---	---

For these purposes:

Fundwide Expenses mean expenses of the Fund not allocated to a particular Class.

Settled Shares Method means allocating to each Class based on relative net assets, excluding the value of subscriptions receivable.

CLASS EXPENSES

Expenses attributable to a particular Class (“Class Expenses”) shall be limited to: (i) payments made pursuant to a Distribution and Service Plan and/or shareholder services agreement (such as the Distribution and Service Plan); (ii) transfer agent fees attributable to a specific Class; (iii) legal, printing and postage expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy materials to current shareholders of a specific Class; (iv) Blue Sky share registration or qualification fees incurred by a Class; (v) SEC registration fees incurred by a Class; (vi) the expense of administrative personnel and services to support the shareholders of a specific Class; (vii) auditors’ fees, litigation or other legal expenses relating solely to one Class; (viii) Trustees’ fees incurred

as a result of issues relating to one Class; (ix) accounting expenses relating solely to one Class; (x) expenses incurred in connection with any shareholder meetings as a result of issues relating to a specific Class; and (xi) any such other expenses (not including advisory or custodial fees or other expenses related to the management of the Fund’s assets) actually incurred in a different amount by a Class or related to a Class’ receipt of services of a different kind or to a different degree than another Class.

Expenses of the Fund shall be apportioned to each Class of shares depending on the nature of the expense item. Class Expenses shall be allocated to the particular Class to which they are attributable. In addition, certain expenses may be allocated differently if their method of imposition changes. Thus, if a Class Expense can no longer be attributed to a Class, it shall be charged to the Fund for allocation among Classes, as determined by the Board. Any additional Class Expenses not specifically identified above which are subsequently identified and determined to be properly allocated to one Class of shares shall not be so allocated until approved by the Board in light of the requirements of the 1940 Act and the Internal Revenue Code of 1986, as amended.

DIVIDENDS AND DISTRIBUTIONS

Dividends and other distributions paid by the Fund to each Class of shares, to the extent paid, will be paid on the same day and at the same time, and will be determined in the same manner and will be in the same amount, except that the amount of the dividends and other distributions declared and paid by a particular Class of the Fund may be different from that paid by another Class of the Fund because of Distribution Fees, Servicing Fees and other Class Expenses.

EXCHANGE PRIVILEGE

Holders of Class S Shares, Class D Shares and Class I Shares shall have such exchange privileges as set forth in the Fund’s current prospectus. Exchange privileges may vary among classes and among holders of a Class.

GENERAL

A.Each Class of shares shall have exclusive voting rights on any matter submitted to shareholders that relates solely to its arrangement and shall have separate voting rights on any matter submitted to shareholders in which the interests of one Class differ from the interests of any other Class.

B.Each Class of shares of the Fund shall be offered subject to the eligibility requirements and minimum initial or subsequent investment amount for the applicable Class of shares as set forth in the Fund’s prospectus from time to time.

C.On an ongoing basis, the Trustees, pursuant to their fiduciary responsibilities under the 1940 Act and otherwise, will monitor the Fund for the existence of any material conflicts among the interests of its several classes. The Trustees, including a majority of the Independent Trustees, shall take such action as is reasonably necessary to eliminate any such conflicts that may develop. The Manager will be responsible for reporting any potential or existing conflicts to the Trustees.

D.Fees and expenses may be waived and/or reimbursed by the Manager or any other service provider to the Fund without the prior approval of the Board.

E.The Trustees and the shareholders of the Fund shall not be liable for any obligations of the Fund under this Plan, and any person, in asserting any rights or claims under this Plan, shall look only to the assets and property of the Fund in settlement of such right or claim, and not to such Trustees or shareholders.

Approved: November 1, 2022

Effective: June 20, 2023

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stuart S. Parker, President of PGIM Private Credit Fund, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of PGIM Private Credit Fund (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	[Reserved];

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2023

	/s/ Stuart S. Parker
	Stuart S. Parker
	President

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Christian J. Kelly, Chief Financial Officer of PGIM Private Credit Fund, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of PGIM Private Credit Fund (the “registrant”);

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)	[Reserved];

(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of trustees (or persons performing the equivalent functions):

(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 11, 2023


	/s/ Christian J. Kelly
	Christian J. Kelly
	Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of PGIM Private Credit Fund (the “Company”) for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Stuart S. Parker, as President of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 11, 2023

	/s/ Stuart S. Parker
	Stuart S. Parker
	President

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of PGIM Private Credit Fund (the “Company”) for the quarter ended June 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Christian J. Kelly, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 11, 2023

	/s/ Christian J. Kelly
	Christian J. Kelly
	Chief Financial Officer