Morgan Stanley & Co. Incorporated MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • April 25th, 2012 • Prudential Short Duration High Yield Fund, Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of February 5, 2010, is by and between Morgan Stanley & Co. Incorporated (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted
PRUDENTIAL SHORT DURATION HIGH YIELD FUND, INC SUBADVISORY AGREEMENTSubadvisory Agreement • January 13th, 2012 • Prudential Short Term High Yield Fund, Inc. • New York
Agreement made the day of , 2012 between Prudential Investments LLC (PI or the Manager), a New York limited liability company, and Prudential Investment Management, Inc. (PIM), a New Jersey corporation.
AMENDMENTCustody Agreement • April 25th, 2012 • Prudential Short Duration High Yield Fund, Inc.
AMENDMENT made as of March 8, 2012 to that certain Custody Agreement dated as of November 7, 2002, as amended from time to time, between each Fund listed on the attached Schedule A thereto, including any series thereof (the “Fund”) and The Bank of New York Mellon (formerly, The Bank of New York) (“Custodian”) (such Global Custody Agreement hereinafter referred to as the “Custody Agreement”). Capitalized terms not otherwise defined herein shall have the meaning assigned to them pursuant to the Custody Agreement.
Morgan Stanley & Co. Incorporated MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • April 25th, 2012 • Prudential Short Duration High Yield Fund, Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of December 1, 2009, is by and between Morgan Stanley & Co. Incorporated (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
Transfer Agency and Service Agreement By and Among Each of the Prudential Investments Closed-End Companies Listed on Exhibit A Hereto and Computershare Trust Company, N.A. and Computershare Inc.Transfer Agency and Service Agreement • March 15th, 2012 • Prudential Short Duration High Yield Fund, Inc. • New Jersey
AGREEMENT effective as of the day of , 2012 (“Effective Date”) by and among each of the Prudential Investments closed-end investment companies, severally and not jointly, set forth in Exhibit A hereto, having its principal office and place of business at Gateway Center 3, 100 Mulberry Street, 4th Floor, Neward, NJ 07102 (collectively, a “Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or “Agent” and individually, “Computershare” and the “Trust Company”, respectively).
PRUDENTIAL SHORT DURATION HIGH YIELD FUND, INC MANAGEMENT AGREEMENTManagement Agreement • January 13th, 2012 • Prudential Short Term High Yield Fund, Inc. • New York
Agreement made the day of , 2012 between Prudential Short Duration High Yield Fund, Inc. (the Fund), a Maryland corporation, and Prudential Investments LLC, a New York limited liability company (the Manager).
Shares PRUDENTIAL SHORT DURATION HIGH YIELD FUND, INC. SHARES OF COMMON STOCK, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • April 25th, 2012 • Prudential Short Duration High Yield Fund, Inc. • New York
