PGIM Investments LLC

ITEM 5. FEES AND COMPENSATION
PGIM Investments receives the following sources of fees for our non‐investment company advisory business:

     We receive fees and/or cost reimbursements for the research and recommendation services provided to our affiliated
      insurance companies.
     For the recommendations relating to the PGIM Model Portfolios, we receive a management fee for managing the
      assets of the underlying PGIM mutual funds and PGIM ETFs, if any, that are included in a PGIM Model Portfolio,
      which is disclosed in the prospectus and SAI of each PGIM Fund and PGIM ETF. For the services PQS provides to
      PGIM Investments related to the PGIM Model Portfolios, PQS receives a fee from PGIM Investments out of its
      revenues. Additionally, to the extent PQS is a subadviser to any mutual fund or ETF included in a PGIM Model
      Portfolio, PQS receives a subadvisory fee for the services it provides on behalf of the mutual fund/ETF. PGIM
      Investments does not directly charge a fee to any Third-Party Advisors or the clients of any Third-Party Advisors for
      accessing the PGIM Model Portfolios on the Third-Party Platform(s). PGIM Investments also pays installation,
      maintenance, technology, or other fees to the Platform Provider(s) for making PGIM Model Portfolios available on
      the Third-Party Platform. Fees are calculated and billed in accordance with the agreement in place between PGIM
      Investments and the Platform Provider.
     Each underlying PGIM mutual fund and PGIM ETF, if any, included in a PGIM Model Portfolio incurs advisory,
      administrative, and/or custodial fees, as well as other fees and expenses that it pays out of its own assets. As a result,
      such fees and expenses are borne by the clients of the Third-Party Advisor as shareholders of the applicable mutual
      fund or ETF. More information about the fees and expenses associated with underlying funds and ETFs included in
      a PGIM Model Portfolio is found in such fund’s or ETF’s prospectus and SAI. For the Model Portfolio platform(s)
      in which Pruco Securities is a Third-Party Advisor, Pruco Securities has agreed to waive its platform fee for its clients
      for which a PGIM Model Portfolio is used in an amount equal to or greater than the management fees of the PGIM
      Funds and/or PGIM ETFs included in the PGIM Model Portfolio(s) used for such client. Clients of Pruco Securities
      should refer to Pruco’s Form ADV for more detailed information on Pruco Securities’ fees and any waiver of such
      fees for its clients invested in PGIM Model Portfolios. Clients of other Third-Party Advisors should also refer to the
      Third-Party Advisor’s Form ADV for information on additional fees charged by the Third-Party Advisor.

In addition, PGIM Investments receives fees for services provided to the Private Fund. For more details, please see the
Private Fund’s offering documents.

Conflicts of Interest
Conflicts of interest or potential conflicts of interest commonly refer to activities or relationships in which the interests of PGIM
Investments or its affiliates compete with the interests of PGIM Investments’ clients. Such Conflicts of Interest are described
in Item 10 and Item 11 of this brochure.

Set forth below are certain examples of the types of conflicts that could arise in the context of PGIM Investments’ non‐
investment company related services:

Manager Evaluation and Recommendation

As part of our manager evaluation and recommendation services we have incentives to:
         Recommend that clients hire or retain PGIM Investments’ affiliated managers over unaffiliated managers to
            increase the compensation that PGIM Investments and its affiliates receive;
         Recommend that clients hire or retain PGIM Investments’ affiliated managers over unaffiliated managers to
            increase the personal compensation that employees of PGIM Investments receive through participation in cash
            and long‐term incentive compensation plans tied to the performance of Prudential (our ultimate corporate
            parent) and/or Prudential’s asset management business;

10 PGIM Investments LLC (FORM ADV PART 2A)

FORM ADV—PART 2A
FORM ADV—PART 2A

             Recommend that a client merge a portfolio managed by an unaffiliated manager into another portfolio managed
              by an affiliated manager to increase the compensation that PGIM Investments and its affiliates receive;
             Recommend that a client hire or retain a manager based on distribution relationships that PGIM Investments
              and/or its affiliates have with that manager in connection with other clients or products;
             Recommend unaffiliated or affiliated managers or mutual funds based on other beneficial relationships that exist
              between the manager and PGIM Investments and/or its affiliates;
             Recommend managers for whom we provide solicitation services (for our non-mutual fund business);
             Allocate assets among managers based on the profitability or other benefit to PGIM Investments or its affiliates;
             Recommend or not recommend a manager, strategy, or asset class due to a lack of capacity or capability of our
              affiliated managers within the particular asset class or strategy;
             Recommend a lower cost or higher cost manager to a client where PGIM Investments has the ability to retain a
              greater portion of the client’s overall advisory fee;
             Recommend whether or not a client should participate in litigation based on business relationships and other
              factors that impact PGIM Investments and/or its affiliates; and
             Recommend service providers and vendors for which PGIM Investments or its affiliates can benefit by leveraging
...

ITEM 7. TYPES OF CLIENTS
Our clients include registered investment companies (including one fund that has elected to be regulated as a business
development company under the Investment Company Act of 1940), a fund which operates as a private fund in reliance
on the exemption from the definition of “investment company” under Section 3(c)(7) of the Investment Company Act
of 1940, wrap program sponsors, affiliated insurance company general and separate accounts, and other institutional
clients as described in Item 4. We do not have any requirements for opening or maintaining an account, such as minimum
account size.

13 PGIM Investments LLC (FORM ADV PART 2A)

FORM ADV—PART 2A
FORM ADV—PART 2A