PGIM Private Placement Investors LP

ITEM 5. FEES AND COMPENSATION
Advisory Fees.
Fees paid by clients vary based on the type of advice provided and other factors, such as the size of the client account (including
the aggregate size of multiple accounts for the same client or related clients), the investment strategy, the relationship with the
client and the required level of service. Fees also differ based on account type. For example, fees for commingled vehicles,
including those that we sub-advise, differ from fees for single client accounts, and investors in funds are typically required to
pay certain fund expenses. Certain clients also have separate fee agreements that establish a global fee schedule based on total
investments across multiple single-investor and commingled accounts.

Payment of Fees.
Depending on the client’s preference, we (or in cases where we are a subadvisor to another entity, the investment manager) either bill a
client for our fees or deduct fees from the client’s account. Asset-based fees are typically payable either monthly or quarterly in
arrears. Performance-based fees, if earned, are based on investment returns and are payable after the calculation period for such
fees.

When we deduct advisory fees directly from client accounts, we provide clients with a notification or invoice that specifies the
5 PGIM Private Placement Investors, L.P. (FORM ADV PART 2A)

FORM ADV—PART 2A
FORM ADV—PART 2A

management fee deducted or payable for each billing period.

Additional Expenses and Fees.
We typically charge our clients for certain out-of-pocket fees and expenses we incur as more fully described in our investment
management agreement with each client or the fund prospectus or organizational documents. Such expenses include, but are not
limited to, brokerage and other transaction costs and custodian and administrator fees. Since fees are negotiable, clients with
similar investment objectives or strategies sometimes pay different fees.

Sometimes the issuer is charged a fee to compensate PGIM Private Credit (or its affiliate) for its additional time and effort when
it assists the issuer in structuring an investment or assists an issuer in arranging a loan. PGIM Private Credit maintains a fee
allocations policy which generally requires that all fees for Private Investments paid by an issuer to PGIM Private Credit are
passed pro rata to all investors in the deal, including our clients, but allows PGIM Private Credit to receive and keep certain
specific types of fees, including “shelf set-up fees” and disproportionate fees (that is, a fee paid to PGIM Private Credit above
and beyond any fee received by other investors participating in the same Private Investment transaction whose investments are
not managed by PGIM Private Credit). However, if ERISA or other regulations require that certain separate accounts be
allocated a pro rata portion of a fee generated by any deal in which it participates, there is a potential for disparate treatment. In
such cases, if PGIM Private Credit receives a fee which is not required to be passed pro-rata to clients under the policy, it will
nevertheless allocate a pro rata share to such clients but not to other PGIM Private Credit clients or PPPI clients participating
in such deal.

Prepayment of Fees.
We do not require or solicit clients to pay advisory fees in advance. If a client was to pay advisory fees in advance and the client’s
advisory contract was to terminate before the end of a billing period, any unearned, prepaid fees would be refunded on a pro-
rata basis.

Additional Compensation and Conflicts of Interest.
Neither PPPI nor PGIM Private Credit receive any direct compensation for the sale of securities or other investment products.
Certain supervised persons engage in marketing efforts with respect to our investment products, including on behalf of
commingled vehicles and sometimes receive compensation for their effort in the form of discretionary bonuses and long-term
compensation that are influenced by, but not directly tied to, the sales and retention of interests in such products or the additional
revenues generated from new or existing relationships. This practice presents a conflict of interest and gives our supervised
persons an incentive to recommend investment products based on the compensation received, rather than our client’s needs.
We believe that there are appropriate allocation and investment management policies and procedures in place to address these
conflicts. See Item 12 for more information on our allocation procedures. A conflict of interest also arises as a result of our and
our supervised persons’ receipt of compensation in the form of performance-based fees. See Item 6 for a discussion of those
fees and the related conflicts of interest.

In addition, as further described in Item 6, some of our supervised persons receive additional compensation in the form of
forgivable loans in connection with their investment in co-investment opportunities available in certain of our private funds.

PGIM Credit and its affiliates engage in marketing or support activities for or on behalf of investment products offered by
PGIM Private Credit or other affiliates. In the event an investor sourced by us or our affiliates enters into an investment
relationship with PGIM Private Credit or its affiliate, we and our affiliates are compensated for our efforts either by participating
in the fees paid by the applicable investor, or in such other manner as the parties agree. In connection therewith, PGIM Credit
and its affiliates could enter internal revenue sharing arrangements; however, such arrangements will not result in additional fees
or expenses to a client.

When client accounts hold illiquid or difficult to value investments, we face a conflict of interest when we make
recommendations regarding the value of such investments since our fees are sometimes based on the value of assets under
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ITEM 7. TYPES OF CLIENTS
We provide investment advisory services to affiliated and unaffiliated institutional clients globally. Our clients can include
pension and profit-sharing plans, public employee retirement systems, municipalities, Taft-Hartley plans, sovereign wealth funds,
central banks, credit institutions, corporations, publicly offered investment funds (including registered investment companies)
and their investment managers, insurance companies, commingled trust funds, charitable institutions, foundations, endowments,
private investment funds and their investment managers, funds of funds, business development companies, and other
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FORM ADV—PART 2A
FORM ADV—PART 2A

institutional investors, as well as insurance-related accounts and accounts of affiliates.

Minimum account sizes vary by investment strategy. We can waive these minimums at our discretion. Separately managed
accounts and certain funds could require higher minimum investments than commingled funds.

Affiliated clients and certain other clients can request and receive greater transparency, operational support, training, or other
resources, as permitted under applicable law.