Form N-2MEF PGIM Short Duration High

 

As filed with the Securities and Exchange Commission on November 24, 2020

Securities Act File No. 333-

Investment Company Act File No. 811-23574

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM N-2

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x

 

Pre-Effective Amendment No.
Post-Effective Amendment No. o
and/or

 

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 x

 

Amendment No. 5

 

PGIM Short Duration High Yield Opportunities Fund

(Exact Name of Registrant as Specified in Charter)

 

655 Broad Street, Newark, NJ 07102-4410

(Address of Principal Executive Office)

 

(Registrant’s Telephone Number, including Area Code):  (973) 802-5032

 

Claudia DiGiacomo, Esq.
PGIM Investments LLC
655 Broad Street, Newark, NJ 07102-4410

(Name and Address of Agent for Service)

 

With Copies to:

 

 

Approximate Date of Proposed Public Offering:

Upon the effectiveness of this Registration Statement.

 

If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box o.

 

It is proposed that this filing will become effective (check appropriate box):

 

o                          when declared effective pursuant to section 8(c).

 

If appropriate, check the following box:

 

o                          This post-effective amendment designates a new effective date for a previously filed registration statement.

 

x                        This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is 333-238603.

 

Calculation of Registration Fee Under the Securities Act of 1933

 

Title of Securities Being Registered		Amount Being Registered(1)		Proposed Maximum Offering Price Per Unit(1)			Proposed Maximum Aggregate Offering Price(1)			Amount of Registration Fee(2)
Common Shares		2,129,603 shares		$	20.00		$	42,592,060		$	4,646.79

 

(1)         Estimated solely for the purpose of calculating the registration fee.

(2)         Includes common shares that may be offered by the Underwriters pursuant to an option to cover over-allotments.

 

 

 

 

EXPLANATORY NOTE

 

This Registration Statement is being filed to register additional common shares of beneficial interest, $0.001 par value per share (“Common Shares”) of the Registrant pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form N-2 relating to the same offering and all amendments thereto (File No. 333-238603), including the prospectus and statement of additional information included therein and the exhibits thereto (other than consents refiled herewith), declared effective on November 24, 2020, are incorporated herein by reference.

 

 

PART C—OTHER INFORMATION

 

Item 25: Financial Statements and Exhibits.

 

1.		Part A — None
		Part B — Report of Independent Registered Public Accounting Firm
		Statement of Assets and Liabilities as of October 13, 2020
2.		Exhibits:
(a)(1)		Certificate of Trust (1)
(a)(2)		Declaration of Trust (2)
(a)(3)		Amended and Restated Declaration of Trust (2)
(b)		Bylaws (2)
(c)		Not applicable
(d)		Portions of Declaration of Trust and Bylaws of the Registrant defining the rights of shareholders of the Common Shares.**
(e)		Dividend Reinvestment Plan (7)

 

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(f)		Not applicable
(g)(1)		Investment Management Agreement between the Registrant and PGIM Investments LLC (the “Manager”).(2)
(g)(2)		Subadvisory Agreement between the Manager and PGIM, Inc. and PGIM Limited (the “Subadviser”). (7)
(h)(1)		Form of Underwriting Agreement. (7)
(h)(2)		Form of Master Selected Dealer Agreement(7)
(h)(3)		Form of Master Agreement Among Underwriters(7)
(h)(4)		Form of Structuring and Syndication Fee Agreement with Morgan Stanley & Co. LLC.(8)
(h)(5)		Form of Structuring Fee Agreement with Wells Fargo Securities, LLC. (8)
(h)(6)		Form of Fee Agreement with Oppenheimer & Co. Inc. (8)
(h)(7)		Form of Fee Agreement with RBC Capital Markets, LLC. (8)
(h)(8)		Form of Fee Agreement with Stifel, Nicolaus & Company, Incorporated. (8)
(i)		Not applicable
(j)(1)		Custodian Agreement (3)
(j)(2)		Amendment to Custodian Agreement, relating to the Registrant. (7)
(j)(3)		Accounting Services Agreement. (4)
(j)(4)		Fund Addition to Accounting Services Agreement, relating to the Registrant. (7)
(k)(1)		Form of Transfer Agency and Service Agreement (5)
(k)(2)		Amendment to Transfer Agency and Service Agreement, relating to the Registrant. (7)
(l)(1)		Opinion and Consent of Venable LLP, Special Maryland Counsel for the Fund *
(m)		Not Applicable.
(n)		Consent of Independent Registered Public Accounting Firm *
(o)		Not Applicable.
(p)		Certificate of Initial Shareholder(7)

 

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(q)		Not Applicable.
(r)(1)		Code of Ethics of the Fund (2)
(r)(2)		Code of Ethics of the Manager and Subadviser (6)
(s)		Powers of Attorney (2)
(t)		Certified Resolution of the Board of Trustees of the Fund(2)

 

(*)         Filed herewith

 

(**)  Reference is made to Articles V, VI and VII of the Registrant’s Amended and Restated Declaration of Trust, filed as Exhibit 2(a) to this Registration Statement; and to Article II of the Registrant’s Bylaws, filed as Exhibit 2(b) to this Registration Statement.

 

(1)   Incorporated by reference to the Registrant’s initial Registration Statement on Form N-2, as filed with the Securities and Exchange Commission on May 22, 2020.

 

(2)   Incorporated by reference to the Registrant’s Pre-Effective Amendment No. 2 to the Registration Statement on Form N-2, as filed with the Securities and Exchange Commission on October 9, 2020.

 

(3)   Incorporated by reference to Post-Effective Amendment No. 9 to the Registration Statement on Form N-1A to Prudential Investment Portfolios 5 (333-82621) filed via EDGAR on October 2, 2003.

 

(4)   Incorporated by reference to Post-Effective Amendment No. 13 to the Registration Statement on Form N-1A to Prudential Investment Portfolios 3 (333-95849) filed via EDGAR on May 31, 2006.

 

(5)   Incorporated by reference to Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 to Prudential Short Duration High Yield Fund, Inc. (333-178016) filed via EDGAR on March 15, 2012.

 

(6)   Incorporated by reference to Post-Effective Amendment No. 63 to the Registration Statement on Form N-1A to Prudential Investment Portfolios 5 (333-82621) filed via EDGAR on December 16, 2019.

 

(7)   Incorporated by reference to Pre-Effective Amendment No. 3 to the Registrant Statement on Form N-2, as filed with the Securities and Exchange Commission on October 23, 2020.

 

(8)   Incorporated by reference to Pre-Effective Amendment No. 4 to the Registrant Statement on Form N-2, as filed with the Securities and Exchange Commission on November 23, 2020.

 

Item 26: Marketing Arrangements.

 

Reference is made to the forms of the agreements included as Exhibits (h)(1) - (h)(8) hereto.

 

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Item 27: Other Expenses of Issuance and Distribution.

 

Securities and Exchange Commission Registration Fees		$	59,197
New York Stock Exchange		$	40,000
Financial Industry Regulatory Authority, Inc. Fees		$	92,300
Printing and Engraving Fees		$	43,500
Legal Fees		$	650,000
Audit Fees		$	35,000
Miscellaneous Expenses		$	580,003
Total		$	1,500,000

 

Item 28: Persons Controlled by or Under Common Control with Registrant.

 

Immediately prior to this offering, the Manager will own shares of the Registrant, representing 100% of the common shares outstanding.  Following the completion of this offering, the Manager’s share ownership is expected to represent less than 1% of the common shares outstanding.

 

Item 29: Number of Holders of Securities.

 

As of November 15, 2020:

 

Title of Class		Number of Record Holders
Common Shares, $0.001 par value		1

 

Item 30: Indemnification.

 

Maryland law permits a Maryland statutory trust to include in its declaration of trust a provision limiting the liability of its trustees and officers to the trust and its shareholders for money damages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b) active and deliberate dishonesty that is established by a final judgment as being material to the cause of action. The Registrant’s Declaration of Trust contains such a provision that limits present and former trustees’ and officers’ liability to the Registrant and its shareholders for money damages to the maximum extent permitted by Maryland law in effect from time to time, subject to the Investment Company Act of 1940, as amended (the “1940 Act”).

 

The Registrant’s Declaration of Trust obligates it to the maximum extent permitted by Maryland law to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to:

 

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·                  any present or former trustee or officer who is made or threatened to be made a party to a proceeding by reason of his or her service in that capacity; or

 

·                  any individual who, while a trustee or officer of the Registrant and at the Registrant’s request, serves or has served as a director, trustee, officer, partner, member or manager of another trust, corporation, real estate investment trust, partnership, joint venture, limited liability company, employee benefit plan or any other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity.

 

The Registrant’s Declaration of Trust also permits it, with Board approval, to indemnify and advance expenses to any person who served a predecessor of the Registrant in any of the capacities described above and to any employee or agent of the Registrant or a predecessor of the Registrant.

 

In accordance with the 1940 Act, the Registrant will not indemnify any person for any liability to which such person would be subject by reason of such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

 

Item 31: Business and Other Connections of Investment Adviser and Sub-Adviser.

 

The description of the Manager and Subadviser under the caption “Management and Advisory Agreements” in the prospectus, which forms part of this registration statement, is incorporated by reference herein. Information as to the directors and officers of the Manager, PGIM, Inc. and PGIM Limited, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of the Manager, PGIM, Inc. and PGIM Limited in the last two years, is included in each of the Manager’s, PGIM, Inc.’s and PGIM Limited’s application for registration as an investment adviser on Form ADV (File No. 801-31104, File No. 801-22808 and File No. 801-73882, respectively) filed under the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference. The Manager’s principal business address is 655 Broad Street, Newark, NJ 07102-4077. The principal business address of PGIM, Inc. is 655 Broad Street, Newark, NJ 07102-4077. The principal business address of PGIM Limited is Grand Buildings, 1-3 Strand, Trafalgar Square, London WC2N 5HR.

 

Item 32: Location of Accounts and Records.

 

All accounts, books and other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the rules thereunder are maintained at the offices of:

 

(1)           the Registrant, PGIM Short Duration High Yield Opportunities Fund, 655 Broad Street, Newark, NJ 07102;

 

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(2)           the Transfer Agent, Computershare Trust Company, N.A., P.O. Box 505000, Louisville, KY 40233-5000;

 

(3)           the Custodian, The Bank of New York Mellon, One Wall Street, New York, New York 10286;

 

(4)           the Manager, PGIM Investments LLC, 655 Broad Street, Newark, NJ 07102; and

 

(5)           the Subadviser, PGIM Inc., 655 Broad Street, Newark, NJ 07102 and PGIM Limited, Grand Buildings, 1-3 Strand, Trafalgar Square, London WC2N 5HR.

 

Item 33: Management Services.

 

Not applicable.

 

Item 34: Undertakings.

 

(1) Registrant undertakes to suspend the offering of shares until the prospectus is amended if, subsequent to the effective date of this Registration Statement, its net asset value declines more than ten percent from its net asset value as of the effective date of the Registration Statement or its net asset value increases to an amount greater than its net proceeds as stated in the prospectus.

 

(2) Not applicable.

 

(3) Not applicable.

 

(4) Not applicable.

 

(5) Registrant hereby undertakes that:

 

(a) for the purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of the Registration Statement in reliance on Rule 430A and contained in the form of prospectus filed by Registrant under Rule 497(h) under the Securities Act shall be deemed to be part of the Registration Statement as of the time it was declared effective; and

 

(b) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

 

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(6) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

(7) Registrant undertakes to send by first-class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any Statement of Additional Information.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark, State of New Jersey on the 24th day of November, 2020.

 

	PGIM SHORT DURATION HIGH YIELD OPPORTUNITIES FUND
	By:	*Stuart S. Parker
	Name: Stuart S. Parker
	Title: President

 

Pursuant to the requirements of the Securities Act, this Pre-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

	Signature		Title		Date
By:	*Stuart S. Parker		President, Chief Executive Officer and
	Stuart S. Parker		Principal Executive Officer
By:	*Christian J. Kelly		Treasurer, Chief Financial Officer and
	Christian J. Kelly		Principal Financial and Accounting Officer
By:	*Ellen S. Alberding		Trustee
	Ellen S. Alberding
By:	*Kevin J. Bannon		Trustee
	Kevin J. Bannon
By:	*Scott E. Benjamin		Trustee
	Scott E. Benjamin
By:	*Linda W. Bynoe		Trustee
	Linda W. Bynoe
By:	*Barry H. Evans		Trustee
	Barry H. Evans
By:	*Keith F. Hartstein		Trustee
	Keith F. Hartstein
By:	*Laurie Simon Hodrick		Trustee
	Laurie Simon Hodrick
By:	*Brian K. Reid		Trustee
	Brian K. Reid
By:	*Grace C. Torres		Trustee
	Grace C. Torres
*By:	/s/ Claudia DiGiacomo		Attorney-in-Fact		November 24, 2020
	Claudia DiGiacomo

 

*Pursuant to powers of attorney filed as an exhibit to the Fund’s Pre-Effective Amendment No. 2 to the Fund’s Registration Statement on Form N-2, Registration Nos. 333-238603 and 811-23574 (filed October 9, 2020).

 

 

EXHIBIT INDEX

 

Exhibit		Name
(l)(1)		Opinion and Consent of Venable LLP, Special Maryland Counsel for the Fund.
(n)		Consent of Independent Registered Public Accounting Firm

 

Exhibit 99.(n)

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the use in this Registration Statement on Form N-2 of PGIM Short Duration High Yield Opportunities Fund of our report dated October 22, 2020, relating to the Statement of Assets and Liabilities of PGIM Short Duration High Yield Opportunities Fund, which appears in such Registration Statement.  We also consent to the references to us under the headings “Independent Registered Public Accounting Firm”, “Experts” and “Report of Independent Registered Public Accounting Firm” in such Registration Statement.

 

/s/PricewaterhouseCoopers LLP

 

New York, New York

November 23, 2020

 

Exhibit 99.(l)(1)

 

[LETTERHEAD OF VENABLE LLP]

DRAFT

 

November 23, 2020

 

PGIM Short Duration High Yield Opportunities Fund

655 Broad Street

Newark, New Jersey 07102

 

Re:                             Registration Statement on Form N-2:

1933 Act File No. 333-238603

1940 Act File No. 811-23574

 

Ladies and Gentlemen:

 

We have served as Maryland counsel to PGIM Short Duration High Yield Opportunities Fund, a Maryland statutory trust registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a closed-end management investment company (the “Company”), in connection with certain matters of Maryland law arising out of the offering and sale of common shares (the “Shares”) of beneficial interest, par value $0.001 per share (the “Common Shares”), of the Company, covered by the above-referenced Registration Statement, and all amendments thereto (the “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act.

 

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):

 

1.                                      The Registration Statement and the related form of prospectus included therein, substantially in the form in which it was transmitted to the Commission under the 1933 Act and the 1940 Act;

 

2.                                      The Certificate of Trust of the Company, certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

 

3.                                      The Amended and Restated Declaration of Trust of the Company, certified as of the date hereof by an officer of the Company;

 

4.                                      The Bylaws of the Company, certified as of the date hereof by an officer of the Company;

 

5.                                      A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

 

 

6.                                      Resolutions (the “Resolutions”) adopted by the Board of Trustees (the “Board”) of the Company relating to the filing of the Registration Statement and the issuance of the Shares, certified as of the date hereof by an officer of the Company;

 

7.                                      A certificate executed by an officer of the Company, dated as of the date hereof; and

 

8.                                      Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

 

In expressing the opinion set forth below, we have assumed the following:

 

1.                                      Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.

 

2.                                      Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

 

3.                                      Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

 

4.                                      All Documents submitted to us as originals are authentic.  The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered.  All Documents submitted to us as certified or photostatic copies conform to the original documents.  All signatures on all such Documents are genuine.  All public records reviewed or relied upon by us or on our behalf are true and complete.  All representations, warranties, statements and information contained in the Documents are true and complete.  There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

 

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

 

1.                                      The Company is a statutory trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

 

2.                                      The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Registration Statement, the

 

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Resolutions and any other resolutions relating to the Shares adopted by the Board or a duly authorized committee thereof, the Shares will be validly issued, fully paid and nonassessable.

 

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any federal law or the laws of any other jurisdiction.  We express no opinion as to compliance with the 1940 Act or other federal securities laws, or state securities laws, including the securities laws of the State of Maryland.  To the extent that any matter as to which our opinion is expressed herein would be governed by the laws of any jurisdiction other than the State of Maryland, we do not express any opinion on such matter.

 

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated.  We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

 

This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement.  We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of the name of our firm therein.  In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

 

	Very truly yours,
	/S/ VENABLE LLP