PGIM Investments LLC
655 Broad Street — 17th Floor
Newark, New Jersey 07102
July 1, 2018
The Board of Trustees
Prudential Investment Portfolios 16
655 Broad Street—17th Floor
Newark, New Jersey 07102
Re: PGIM QMA Defensive Equity Fund
To the Board of Trustees:
PGIM Investments LLC (PGIM Investments) has contractually agreed through February 29, 2020 to limit transfer agency, shareholder servicing, sub-transfer agency, and blue sky, as applicable, to the extent that such fees cause the Total Annual Fund Operating Expenses to exceed 2.28% of the average daily net assets for Class B shares, 1.14% of the average daily net assets for Class Q shares, or 1.78% of the average daily net assets for Class R shares. This contractual expense limitation excludes interest, brokerage, taxes (such as income and foreign withholding taxes, stamp duty and deferred tax expenses), acquired fund fees and expenses, extraordinary expenses and certain other Fund expenses such as dividend and interest expense and brokerage changes on short sales. Where applicable, PGIM Investments agrees to waive management fees or shared operating expenses on any share class to the same extent that it waives similar expenses on any other share class. In addition, Total Annual Fund Operating Expenses for Class R6 shares will not exceed Total Annual Fund Operating Expenses for Class Z shares. Fees and/or expenses waived and/or reimbursed by PGIM Investments may be recouped by PGIM Investments within the same fiscal year during which such waiver and/or reimbursement is made if such recoupment can be realized without exceeding the expense limit in effect at the time of the recoupment for that fiscal year. This waiver may not be terminated prior to February 29, 2020 without the prior approval of the Fund’s Board of Trustees.
Very truly yours,
PGIM INVESTMENTS LLC |
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By: | /s/ Scott E. Benjamin |
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Name: | Scott E. Benjamin |
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Title: | Executive Vice President |
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