MERRILL LYNCH, PIERCE, FENNER & SMITH 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 • November 21st, 2012 • Prudential Global Short Duration High Yield Fund, Inc. • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of May 8, 2012, is by and between Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch” 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 hav
PRUDENTIAL GLOBAL SHORT DURATION HIGH YIELD FUND, INC. [·] Shares of Common Stock (Par Value .001 per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • November 21st, 2012 • Prudential Global Short Duration High Yield Fund, Inc. • New York
Prudential Global Short Duration High Yield Fund, Inc., a Maryland corporation (the “Fund”), the Fund’s investment manager, Prudential Investments LLC, a New York limited liability company (the “Manager”) and its investment subadviser, Prudential Investment Management, Inc., a New Jersey corporation (the “Subadviser” and together with the Manager, the “Advisers”) each confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), [NAME OF OTHER LISTED UNDERWRITERS] (“[ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE]”) and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, [ABBREVIATED NAME OF EACH OTHER REPRESENTATIVE] are acting as representatives (in such capacity, the “Representative(s)”), with respect to (i) the sale by the Fund and the purchase by the Underwriters, acting severall
PRUDENTIAL GLOBAL SHORT DURATION HIGH YIELD FUND, INC SUBADVISORY AGREEMENTSubadvisory Agreement • October 5th, 2012 • Prudential Global Short Duration 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.
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • November 21st, 2012 • Prudential Global Short Duration High Yield Fund, Inc. • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of, 2011, is by and between Merrill Lynch, Pierce, Fenner & Smith 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).
PRUDENTIAL GLOBAL SHORT DURATION HIGH YIELD FUND, INC MANAGEMENT AGREEMENTManagement Agreement • October 5th, 2012 • Prudential Global Short Duration High Yield Fund, Inc. • New York
Agreement made the day of 2012 between Prudential Global Short Duration High Yield Fund, Inc. (the Fund), a Maryland corporation, and Prudential Investments LLC, a New York limited liability company (the Manager).
AMENDMENTCustody Agreement • October 5th, 2012 • Prudential Global Short Duration High Yield Fund, Inc.
AMENDMENT made as of September 24, 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.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 20th, 2012 • Prudential Global Short Duration High Yield Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated December [·], 2012 (the “Underwriting Agreement”), by and among Prudential Global Short Duration High Yield Fund Inc. (the “Fund”), Prudential Investments LLC (the “Company”), Prudential Investment Management, Inc. and each of the Underwriters named in Schedule A thereto, with respect to the issue and sale of the Fund’s Common Stock (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
First Amendment to Transfer Agency and Service AgreementTransfer Agency and Service Agreement • October 5th, 2012 • Prudential Global Short Duration High Yield Fund, Inc. • New Jersey
This First Amendment (“Amendment”), effective as of September 24, 2012 (“Effective Date”), is to the Transfer Agency and Service Agreement (the “Agreement”) dated March 8, 2012, by and among Computershare Inc., and its fully owned subsidiary Computershare Trust Company, N.A. (collectively, “Transfer Agent”) and each of the Prudential Investments Closed-End Companies listed on Exhibit A attached to the Agreement (each, a “Company”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 20th, 2012 • Prudential Global Short Duration High Yield Fund, Inc. • New York
STRUCTURING FEE AGREEMENT (the “Agreement”), dated as of December , 2012, by and among Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Prudential Investments LLC (the “Manager”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 20th, 2012 • Prudential Global Short Duration High Yield Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated December [·], 2012 (the “Underwriting Agreement”), by and among Prudential Global Short Duration High Yield Fund, Inc. (the “Fund”), Prudential Investments LLC (the “Manager”), Prudential Investment Management, Inc. and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s shares of Common Stock, par value $0.001 (the “Common Stock”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 20th, 2012 • Prudential Global Short Duration High Yield Fund, Inc. • New York
This agreement is between Prudential Investments LLC (the “Company”) and Morgan Stanley & Co LLC (“Morgan Stanley”) with respect to the Prudential Global Short Duration High Yield Fund, Inc. (the “Fund”).
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • December 20th, 2012 • Prudential Global Short Duration High Yield Fund, Inc. • New York
Reference is made to the Underwriting Agreement dated December [·], 2012 (the “Underwriting Agreement”), by and among Prudential Global Short Duration High Yield Fund, Inc. (the “Fund”), Prudential Investments LLC (the “Manager”), Prudential Investment Management, Inc. and each of the Underwriters named in Schedule I thereto, with respect to the issue and sale of the Fund’s shares of Common Stock (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
