PGIM Quant Solutions Large-Cap Value Fund (SUVZX)

VISITOR agrees and acknowledges that the CUSIP Database and the information contained therein is and shall remain valuable intellectual property owned by, or licensed to, CGS and ABA, and that no proprietary rights are being transferred to VISITOR in such materials or in any of the information contained therein by virtue of VISITOR’s use of Subscriber’s Web Site. Any use of the CUSIP Database by VISITOR outside of the clearing and settlement of transactions may require a license from CGS, along with an associated fee based on usage.

VISITOR agrees that misappropriation or misuse of such materials will cause serious damage to CGS and ABA, and that in such event, money damages may not constitute sufficient compensation to CGS and ABA; consequently, VISITOR agrees that in the event of any misappropriation or misuse, CGS and ABA shall have the right to obtain injunctive relief in addition to any other legal or financial remedies to which CGS and ABA may be entitled.

VISITOR agrees that VISITOR shall not publish or distribute in any medium the CUSIP Database or any substantial portion of the information contained therein or summaries or subsets thereof to any person or entity unless permitted by a direct agreement with CGS. VISITOR may not create or maintain a master file or database of CUSIP identifiers or descriptions for itself or any third party recipient that is intended to serve as a substitute for any CUSIP service.

VISITOR agrees not to:

(a) Violate the restrictions in any robot inclusion headers on the Subscriber Web Site or in any way bypass or circumvent any other measure employed to limit or prevent access to the CUSIP Database on the Subscriber Web Site;

(b) Violate the security of the Subscriber Web Site or attempt to gain unauthorized access to the Web Site, CUSIP Database, materials, information, computer systems or networks connected to Subscriber server, through hacking, password mining or any other means; or

(c) Interfere or attempt to interfere with the proper working of the Subscriber Web Site or any activities conducted on or through the Subscriber Web Site, including accessing any CUSIP Database, content or other information prior to the time that is intended to be available to the public on the Subscriber Web Site;

NEITHER CGS, ABA NOR ANY OF THEIR AFFILIATES MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY OR COMPLETENESS OF ANY OF THE INFORMATION CONTAINED IN THE CUSIP DATABASE. ALL SUCH MATERIALS ARE PROVIDED TO VISITOR ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE NOR WITH RESPECT TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF SUCH MATERIALS. NEITHER CGS, ABA NOR THEIR AFFILIATES SHALL HAVE ANY RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS NOR SHALL THEY BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF CGS, ABA OR ANY OF THEIR AFFILIATES PURSUANT TO ANY CAUSE OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED THE FEE PAID BY VISITOR FOR ACCESS TO SUCH MATERIALS IN THE MONTH IN WHICH SUCH CAUSE OF ACTION IS ALLEGED TO HAVE ARISEN. FURTHERMORE, CGS AND ABA SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR DELAYS OR FAILURES DUE TO CIRCUMSTANCES BEYOND THEIR CONTROL.

VISITOR agrees that the foregoing terms and conditions shall survive any termination of its right of access to the materials identified above.