PRUDENTIAL SHORT TERM HIGH YIELD FUND, INC.
Gateway Center Three, 4 floor
100 Mulberry Street
Newark, New Jersey 07102-4077
April 20, 2012
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: Prudential Short Duration High Yield Fund, Inc.
Registration File No. 333-178016
Dear Commissioners:
Pursuant to Rule 461 under the Securities Act of 1933, Prudential Short Duration High Yield Fund, Inc., a Maryland corporation (the “Company”), hereby respectfully requests acceleration of the effective date of its Registration Statement on Form N-2 (File No. 333-178016) so that such Registration Statement may be declared effective at 11:00 a.m. on Wednesday, April 25, 2012, or as soon as practicable thereafter.
We request that we be notified of such effectiveness by a telephone call to the undersigned at (973) 802-5032, and that such effectiveness also be confirmed in writing.
The Company hereby acknowledges that (i) should the Securities and Exchange Commission (the “Commission”) or its staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (ii) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (iii) the Company may not assert this action as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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| Very truly yours, | ||
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| Prudential Short Duration High Yield Fund, Inc. | ||
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| By: | /s/ Claudia DiGiacomo | |
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| Name: | Claudia DiGiacomo |
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| Title: | Vice President & Corporate Counsel |
