DEF: PGIM Private Credit Fund Sets 2025 Annual Meeting for Trustee Re-election and Auditor Ratification

PGIM Private Credit Fund announced its 2025 Annual Meeting of Shareholders to be held on August 14, 2025, focusing on the re-election of a Class II Trustee and the ratification of PricewaterhouseCoopers LLP as its independent auditor.

Summary

• The Annual Meeting of Shareholders is scheduled for August 14, 2025, at 11:00 a.m. Eastern Time, to be held at 655 Broad Street, 6th Floor, Newark, New Jersey 07102.
• Shareholders will vote on the election of Thomas M. Turpin as a Class II Trustee to the Fund's Board of Trustees, to serve for a term ending at the 2028 annual meeting.
• Shareholders will also consider and ratify the appointment of PricewaterhouseCoopers LLP (PwC) as the Fund's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Trustees unanimously recommends voting FOR both the election of the Class II Trustee nominee and the ratification of PwC's appointment.
• As of the record date, June 30, 2025, the Fund had 6,593,650.505 Common Shares outstanding and entitled to vote.
• Pruco Life Insurance Company, an indirect wholly-owned subsidiary of Prudential Financial, Inc., beneficially owns 5,895,056.741 Common Shares, representing 89.41% of the Fund.
• The Fund's Manager, PGIM Investments LLC, has contractually agreed to waive its base management fee and incentive fee in their entirety through December 31, 2025.
• Audit fees billed by PwC were $320,000 for the fiscal year ended December 31, 2023, and $357,000 for the fiscal year ended December 31, 2024, with no other fees billed for either period.

Sentiment

Score: 7

Explanation: The filing is a routine proxy statement with no negative surprises. The continued fee waiver by the manager is a positive for shareholders, indicating a commitment to managing expenses. The strong corporate governance structure and unanimous board recommendations contribute to a positive, stable outlook for the fund's operational management.

Positives

• The Manager (PGIM Investments LLC) has contractually agreed to waive its base management fee and incentive fee in their entirety through December 31, 2025, which directly benefits shareholders by reducing costs.
• The Board of Trustees unanimously recommends voting FOR both the re-election of the Class II Trustee and the ratification of the independent auditor, indicating strong internal alignment and confidence in current governance.
• The Fund maintains robust corporate governance structures, including independent Audit and Nominating and Governance Committees, which met frequently in 2024 (8 and 4 times, respectively), demonstrating active oversight.
• The Board's risk oversight function is considered effective and appropriate, leveraging the Fund's extensive regulation as a Business Development Company (BDC) to manage business and operational risks.

Negatives

• Independent Board Members do not beneficially own any equity securities in the Fund, which may indicate a lack of direct financial alignment with the Fund's specific performance.
• All officers and Trustees as a group beneficially own less than 1% of the outstanding Common Shares, suggesting limited direct equity exposure by the Fund's leadership.
• A single entity, Pruco Life Insurance Company (an affiliate of Prudential Financial, Inc.), holds a dominant 89.41% beneficial ownership, which could limit the influence of minority shareholders in voting matters.

Risks

• The Board's oversight function cannot eliminate all risks or guarantee that specific events will not adversely affect the value of investments.
• As a BDC, the Fund is limited in its ability to enter into transactions with affiliates, including investing in portfolio companies where affiliates already have investments, which could restrict investment opportunities.
• If the appointment of PwC is not ratified by shareholders, the Audit Committee may, in its discretion, reconsider its appointment, potentially leading to a change in auditors.
• If a quorum is not present at the Annual Meeting, or if proxies for sufficient votes are not received, the meeting may be adjourned to another date and time without a vote of the shareholders present.

Future Outlook

The filing primarily focuses on corporate governance matters for the upcoming annual meeting and does not provide specific forward-looking financial guidance or strategic outlook beyond the continuation of current management agreements and fee waivers.

Management Comments

• The Board knows of no business other than the election of the Class II Board Member that will be presented for consideration at the Meeting and the ratification of the appointment of the independent registered public accounting firm of the Fund.
• The Board believes that each of the Trustees, including the Class II Board Member Nominee, has the experience, qualifications, attributes and skills appropriate to serve as a Trustee of the Fund.
• The Fund believes that the role of the Board in risk oversight is effective and appropriate given the extensive regulation to which the Fund is already subject as a BDC.
• The Board, which will review its leadership structure periodically as part of its annual self-assessment process, further believes that its structure is presently appropriate to enable it to exercise its oversight of the Fund.
• The Audit Committee and the Board believe the appointment of the independent registered public accounting firm may be an important matter of concern for the Fund's shareholders and are therefore submitting the appointment of PwC for ratification by shareholders.
• The Board considers the appointment of PwC as the Fund's independent registered public accounting firm for fiscal year 2025 to be advisable and in the best interests of the Fund and recommends a vote FOR ratification of PwC.

Industry Context

This filing is a standard proxy statement for a closed-end management investment company regulated as a Business Development Company (BDC). It reflects routine corporate governance practices, including board elections and auditor ratification, common across the investment management industry. The significant ownership by Prudential Financial, Inc. affiliates highlights the trend of large financial conglomerates operating specialized investment vehicles. The fee waiver by the manager is a positive for shareholders, potentially reflecting competitive pressures or a strategy to attract/retain assets in the private credit space.

Comparison to Industry Standards

• The Manager's contractual agreement to waive its base management and incentive fees in their entirety through December 31, 2025, is a favorable arrangement for shareholders compared to many BDCs that typically charge these fees.
• The expense limitation agreement, capping Specified Expenses at 0.50% of net assets, is a competitive feature, though the ability for the Manager to recoup waived amounts within three years is a standard clawback provision.
• The beneficial ownership structure, with Pruco Life Insurance Company holding 89.41% of shares, indicates a highly concentrated ownership, which is not uncommon for funds within a larger financial group's ecosystem, but differs from widely held public BDCs.
• The compensation for independent board members, ranging from $68,000 to $70,000 from the Fund and $252,000 to $260,000 from the broader fund complex, appears to be within the typical range for independent directors overseeing multiple funds within a large asset management complex.
• The board's composition, with a majority of independent trustees and dedicated audit and nominating/governance committees, aligns with best practices for corporate governance in the investment company sector.

Management Changes

Corporate Governance

Related Party Transactions

• The Fund has a Management Agreement with PGIM Investments LLC (Manager), an indirect wholly-owned subsidiary of Prudential Financial, Inc., under which the Manager receives a base management fee (1.25% of net assets) and an incentive fee.
• The Manager has contractually agreed to waive its base management fee and incentive fee in their entirety through December 31, 2025.
• The Manager pays a portion of the management and incentive fees it receives from the Fund to PGIM, Inc. and Deerpath Capital Management, LP (Subadvisers), both affiliates of Prudential Financial, Inc., with no direct advisory fees paid by the Fund to Subadvisers.
• The Fund has received exemptive relief allowing it to co-invest in certain transactions with affiliated entities of the Manager, subject to specific terms and conditions.
• The Fund has an Intermediary Manager Agreement with Prudential Investment Management Services LLC (PIMS), an affiliate of the Manager, for shareholder servicing and/or distribution fees with respect to Class S and Class D Shares.
• Prudential Mutual Fund Services LLC (PMFS), an affiliate of the Manager, serves as the Fund's transfer agent, distribution payment agent, and registrar.
• An Expense Limitation and Reimbursement Agreement is in place, where the Manager contractually limits Specified Expenses to 0.50% of net assets (annualized) for three years from May 5, 2023, with the Fund agreeing to repay these amounts under certain conditions.
• The Board conducts quarterly reviews of potential related party transactions, and all Trustees and executive officers are subject to the Fund's Code of Ethics, which places restrictions on such transactions.

Stakeholder Impact

• Shareholders are directly impacted by the voting proposals for trustee election and auditor ratification, and benefit from the Manager's fee waiver and expense limitation agreement, which reduce costs.
• Minority shareholders may have limited influence due to the highly concentrated beneficial ownership by Prudential Financial, Inc. affiliates.
• Management and employees who are officers or Interested Board Members do not receive direct compensation from the Fund, with their compensation covered by the Manager.
• PricewaterhouseCoopers LLP (PwC) is impacted by the shareholder vote for their ratification as the independent registered public accounting firm for fiscal year 2025.
• Service providers, including PGIM Investments, PGIM, Deerpath, PIMS, PMFS, and State Street, continue their roles under existing agreements, with their compensation structured through various fee and expense arrangements.

Next Steps

• Shareholders are to vote on the election of the Class II Trustee and the ratification of PricewaterhouseCoopers LLP at the Annual Meeting on August 14, 2025.
• Shareholders wishing to attend the meeting in person must register by emailing shareholdermeetings@computershare.com no later than 11:00 a.m., Eastern Time, on August 11, 2025.
• Shareholders may submit proposals for inclusion in the Fund's proxy statement for the 2026 Annual Meeting by March 31, 2026.

Key Dates

Recommendation

The filing is a standard proxy statement detailing routine corporate governance matters, including the re-election of a trustee and the ratification of the independent auditor. There are no new financial disclosures, strategic shifts, or material events that would significantly alter the investment thesis for PGIM Private Credit Fund. The continuation of the manager's fee waiver through December 2025 is a positive for expense management, but this is a known, ongoing benefit. Given the lack of new price-sensitive information, a 'hold' recommendation is appropriate, advising investors to maintain their current position while awaiting future financial reports or strategic updates.

Keywords

PGIM Private Credit Fund, Proxy Statement, Annual Meeting, Shareholder Vote, Board of Trustees, Auditor Ratification, PricewaterhouseCoopers LLP, Corporate Governance, Fee Waiver, Business Development Company, BDC, Investment Company Act of 1940, Prudential Financial, Related Party Transactions, Shareholder Ownership, Risk Management