Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • October 26th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of January 1, 2019, is by and between Morgan Stanley & Co. LLC (“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 an AAU wi
] Shares PGIM SHORT DURATION HIGH YIELD OPPORTUNITIES FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • October 26th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
FEE AGREEMENTFee Agreement • December 8th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated November 24, 2020 (the “Underwriting Agreement”), by and among PGIM Short Duration High Yield Opportunities Fund (the “Fund”), PGIM Investments LLC (the “Adviser”), PGIM, Inc., PGIM Limited and each of the Underwriters named in Schedule I thereto, severally, with respect to the issue and sale of the Fund’s Common Shares (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
STRUCTURING FEE AGREEMENTStructuring Fee Agreement • November 23rd, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated November 24, 2020 (the “Underwriting Agreement”), by and among PGIM Short Duration High Yield Opportunities Fund (the “Fund”), PGIM Investments LLC (the “Investment Manager”), PGIM, Inc., PGIM Limited and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FEE AGREEMENTFee Agreement • December 8th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated November 24, 2020 (the “Underwriting Agreement”), by and among PGIM Short Duration High Yield Opportunities Fund (the “Fund”), PGIM Investments LLC (the “Adviser”), PGIM Inc., PGIM Limited and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 (the “Common Shares”), 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 AND SYNDICATION FEE AGREEMENTStructuring and Syndication Fee Agreement • December 8th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
This agreement is between PGIM Investments LLC (the “Company”) and Morgan Stanley & Co. LLC (“Morgan Stanley”) with respect to PGIM Short Duration High Yield Opportunities Fund (the “Fund”).
FEE AGREEMENTFee Agreement • November 23rd, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated November 24, 2020 (the “Underwriting Agreement”), by and among PGIM Short Duration High Yield Opportunities Fund (the “Fund”), PGIM Investments LLC (the “Adviser”), PGIM Inc., PGIM Limited and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
Second Amendment to Transfer Agency and Service AgreementTransfer Agency and Service Agreement • October 26th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New Jersey
This Second Amendment (“Amendment”), effective as of October 9, 2020 (“Effective Date”), as previously amended, 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”).
AMENDMENTCustody Agreement • October 26th, 2020 • PGIM Short Duration High Yield Opportunities Fund
AMENDMENT made as of October 9, 2020, 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 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 8th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated November 24, 2020 (the “Underwriting Agreement”), by and among PGIM Short Duration High Yield Opportunities Fund (the “Fund”), PGIM Investments LLC (the “Investment Manager”), PGIM, Inc., PGIM Limited and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FEE AGREEMENTFee Agreement • December 8th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated November 24, 2020 (the “Underwriting Agreement”), by and among PGIM Short Duration High Yield Opportunities Fund (the “Fund”), PGIM Investments LLC (the “Adviser”), PGIM, Inc., PGIM Limited and each of the Underwriters named therein (the “Underwriters”), severally, with respect to the issue and sale of the Fund’s common shares of beneficial interest, par value $0.001 (the “Common Shares”), as described therein (the “Offering”). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENTMaster Selected Dealers Agreement • October 26th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of March 1, 2019, is by and between Morgan Stanley & Co. LLC (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).
FEE AGREEMENTFee Agreement • December 8th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated November 24, 2020 (the “Underwriting Agreement”), by and among PGIM Short Duration High Yield Opportunities Fund (the “Fund”), PGIM Investments LLC (the “Adviser”), PGIM, Inc., PGIM Limited and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
FEE AGREEMENTFee Agreement • November 23rd, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
Reference is made to the Underwriting Agreement dated November 24, 2020 (the “Underwriting Agreement”), by and among PGIM Short Duration High Yield Opportunities Fund (the “Fund”), PGIM Investments LLC (the “Adviser”), PGIM, Inc., PGIM Limited and each of the Underwriters named therein, with respect to the issue and sale of the Fund’s common shares of beneficial interest (the “Offering”), as described therein. Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement.
23,750,000 Shares PGIM SHORT DURATION HIGH YIELD OPPORTUNITIES FUND COMMON SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 8th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
PGIM Short Duration High Yield Opportunities Fund, a statutory trust organized under the laws of the State of Maryland (the “Fund”), is a newly organized, diversified closed‑end management investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The Fund proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 23,750,000 of its common shares of beneficial interest, par value $0.001 per share (the “Firm Shares”). The Fund also proposes to issue and sell to the several Underwriters not more than an additional 3,379,603 of its common shares of beneficial interest, par value $0.001 per share (the “Additional Shares”) if and to the extent that you, as managers of the offering (the “Representatives”), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Shares in such amounts as permitted pursuant to Section 4 hereof. The Firm Shares and t
PGIM SHORT DURATION HIGH YIELD OPPORTUNITIES FUND MANAGEMENT AGREEMENTManagement Agreement • October 9th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
Agreement made the 9th day of October 2020 between PGIM Short Duration High Yield Opportunities Fund (the Fund), a Maryland statutory trust, and PGIM Investments LLC, a New York limited liability company (the Manager).
PGIM SHORT DURATION HIGH YIELD OPPORTUNITIES FUND SUBADVISORY AGREEMENTSubadvisory Agreement • October 26th, 2020 • PGIM Short Duration High Yield Opportunities Fund • New York
Agreement made the 9th day of October, 2020 between PGIM Investments LLC (PGIM Investments or the Manager), a New York limited liability company, and PGIM, Inc. (PGIM), a New Jersey corporation and PGIM Limited (PGIM Ltd, and together with PGIM, the Subadvisers).
