PGIM Private Credit Fund Agreement and Declaration of Trust Amendment

PGIM Private Credit Fund has amended its Agreement and Declaration of Trust, effective April 1, 2026. Key amendments include provisions for filing appraisals with the SEC in cases of mergers or consolidations, which will automatically trigger Section 11 liability under the Securities Act of 1933. The amendments also clarify that assignees of Fund shares will receive the same rights as purchasing shareholders. Furthermore, shareholders' rights to bring direct actions against the Fund or its Trustees will now be subject to the same conditions as bringing a derivative action, as outlined in the Declaration of Trust and Delaware Code. These changes aim to provide greater clarity and structure to the Fund's governance and shareholder rights.