STRUCTURING AND SYNDICATION FEE AGREEMENT

  

STRUCTURING AND SYNDICATION FEE AGREEMENT 

November 24, 2020 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 

▇▇▇▇ ▇▇▇▇▇▇▇▇ 

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 

Ladies and Gentlemen: 

This agreement is between PGIM Investments LLC (the “Company”) and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) with respect to PGIM Short Duration High Yield Opportunities Fund (the “Fund”). 

(b)  In consideration of advice to the Company relating to, but not limited to, syndication assistance with respect to the Fund and the distribution of the Fund’s Shares, including without limitation, (i) securing syndicate participants for the Offering, (ii) preparation of marketing and diligence materials for underwriters, (iii) conveying information and market updates to syndicate members and (iv) coordinating syndicate orders during the Offering, the Company shall pay a fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ calculated at 0.45% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an “Other Broker”), equal to $416,460.24 (together with the Structuring Fee, the “Fee”).  

(c)  In the event the Offering does not proceed, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the terms of the principal underwriting agreement relating to the Offering (the “Underwriting Agreement”). 

(d) Notwithstanding paragraph (a), in the event that the Company (or the Fund or any person or entity affiliated with the Company, the Fund or any sub-adviser to the Fund or acting on behalf of or at the direction of any of the foregoing) compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Fund or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting syndicate, as a group, pursuant to the Underwriting Agreement), whether such compensation be denominated a fee, an expense reimbursement, a set-off, a credit or otherwise (such compensation with respect to any Other Broker, such Other Broker’s “Other Compensation”), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ hereunder, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering (including any Shares over-allotted by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) is no less than the Other Compensation, expressed as (i) a dollar amount, (ii) a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised) or (iii) a percentage of the aggregate price to the public of all Shares sold in the Offering (including any Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively. 

(e) The Company shall pay the Fee to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ on the closing of the purchase and sale of the Shares pursuant to the Underwriting Agreement on November 30, 2020, by wire transfer to the order of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ using the following wire instructions: 

  

Citibank, N.A. 

Account: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. 

Account #: ▇▇▇-▇▇-▇▇▇ 

ABA #: ▇▇▇-▇▇▇-▇▇▇ 

Attention: ▇▇▇▇▇ ▇▇▇▇▇ 

Ref: PGIM Short Duration High Yield Opportunities Fund 

  

Please notify “▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇” when the wire is sent. 

  

(f)  The Company acknowledges that the Fee is in addition to any compensation ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ earns in connection with its role as an underwriter to the Fund in the Offering, which services are distinct from and in addition to the services described above. 

PGIM Investments LLC 

▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ 

▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ 

Attention: Chief Legal Officer 

  

or if to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇: 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC  

▇▇▇▇ ▇▇▇▇▇▇▇▇ 

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 

Attention: General Counsel 

or such other name or address as may be given in writing to the other parties.  Any notice shall be deemed to be given or received on the third day after deposit by certified U.S. mail, postage prepaid, or when actually received, whether by hand, express delivery service or facsimile or other electronic transmission, whichever is earlier. 

This Agreement shall be effective as of the date first written above. 

Accepted and agreed to as of the date first above written: 

  

  

INDEMNIFICATION AGREEMENT 

  

November 24, 2020 

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 

▇▇▇▇ ▇▇▇▇▇▇▇▇ 

▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 

Ladies and Gentlemen: 

In connection with the engagement of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the “Company”) with the matters set forth in the Structuring and Syndication Fee Agreement dated the date hereof between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ (the “Fee Agreement”), in the event that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ becomes involved in any capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a “Proceeding”) with respect to the services performed in connection with, or arising out of, or based upon the Fee Agreement, including, without limitation, related services and activities prior to the date of the Fee Agreement, the Company has agreed to indemnify and hold harmless ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ affiliates and their respective officers, directors, employees and agents and each other person, if any, controlling ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ affiliates (▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and each such other person being an “Indemnified Person”) from and against any losses, claims, damages or liabilities related to, arising out of or in connection with the activities (the “Activities”) performed by any Indemnified Person in connection with, or arising out of, or based upon, the Fee Agreement and/or any action taken by any Indemnified Person in connection therewith (including, without limitation, any presentation given by the Company and an Indemnified Person relating to the common shares of beneficial interest, par value $0.001 per share (the “Shares”) of PGIM Short Duration High Yield Opportunities Fund (the “Fund”)), and will reimburse each Indemnified Person for all expenses (including reasonably incurred fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party.  The Company will not, however, be responsible for any losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to he resulted from the bad faith or gross negligence of any Indemnified Person.  The Company also agrees that no Indemnified Person shall he any liability (whether direct or indirect, in contract or tort or otherwise) to the Company related to, arising out of or in connection with the Activities, except for any such liability for losses, claims, damages or liabilities incurred by the Company that are finally judicially determined to he resulted from the bad faith or gross negligence of such Indemnified Person.   

Notwithstanding the foregoing, in no event shall the Company be responsible for any losses, claims, damages or liabilities to any Indemnified Person arising from any such Proceeding in excess of the gross proceeds received by the Fund from the initial public offering of the Shares of the Fund (the “Offering”); provided, however, that the Company shall, as set forth above, indemnify and be responsible for, regardless of the gross proceeds received by the Fund from the Offering, all expenses (including fees and expenses of counsel) incurred in connection with investigating, preparing, pursuing or defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party, as set forth above. 

The Company will not, without ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such Proceeding.  No Indemnified Person seeking indemnification, reimbursement or contribution under this agreement (the “Indemnification Agreement”) will, without the Company’s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding. 

If such indemnification were not to be ailable for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i) in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company (including the net proceeds from the Shares sold by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the Offering before deducting expenses) and its equity holders and affiliates, on the one hand, and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, on the other hand, in the matters contemplated by the Fee Agreement or (ii) if (but only if and to the extent) the allocation provided for in clause (i) is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) but also the relative fault of the Company and its equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations.  The Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Company or its equity holders or affiliates, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has been retained to perform financial services bears to the fees paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under the Fee Agreement; provided that in no event shall the Company contribute less than the amount necessary to assure that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ pursuant to the Fee Agreement.  Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any other Indemnified Person, on the other hand.  Notwithstanding the provisions of this paragraph, an Indemnified Person shall not be entitled to contribution from the Company if it is determined that such Indemnified Person was guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act of 1933, as amended) and the Company was not guilty of such fraudulent misrepresentation. 

This Indemnification Agreement, together with the Fee Agreement, any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this Indemnification Agreement) that relate to the Offering, represents the entire agreement between the Company and the Indemnified Persons with respect to the fee paid to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ under the Fee Agreement. 

The Company acknowledges that in connection with the Offering and the services performed pursuant to the Fee Agreement:  (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ has acted at arm’s length, is not an agent of, and owes no fiduciary duties to, the Company, the Fund or any person affiliated with the Fund or the Company, (ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ owes the Company only those duties and obligations set forth in this Indemnification Agreement and the Fee Agreement and (iii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ may have interests that differ from those of the Company.  The Company waives to the full extent permitted by applicable law any claims of the Company, the Fund or any person affiliated with the Fund or the Company may have against ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ arising from an alleged breach of fiduciary duty in connection with the Offering or the services performed pursuant to the Fee Agreement. 

The provisions of this Indemnification Agreement shall apply to the Activities and any modification thereof mutually agreed upon by the parties and shall remain in full force and effect regardless of any termination or the completion of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇’▇ services under the Fee Agreement. 

This Indemnification Agreement may not be assigned by either party without prior written consent of the other party.  No provision of this Indemnification Agreement may be amended or waived except by an instrument in writing signed by the parties hereto.  This Indemnification Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Indemnification Agreement (“Claim”), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York.  No Claim may be commenced, prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below.  Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been brought in an inconvenient forum.  Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court.  Without limiting the foregoing, each party agrees that service of process on such party at the address provided in Section 11 of the Fee Agreement shall be deemed effective service of process on such party to the extent consistent with applicable law.  EACH OF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT.  EACH OF ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT OR OTHER AVAILABLE JUDICIAL PROCESS.  This Indemnification Agreement may be executed in two or more counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement, shall include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation, “pdf”, “tif” or "jpg") and other electronic signatures (including, without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code. 

  

Accepted and agreed to as of the date first above written: