
[Federal Register: August 14, 2008 (Volume 73, Number 158)]
[Notices]               
[Page 47634-47635]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr14au08-56]                         

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 28355; 812-13537]

 
Advanced Series Trust, et al.; Notice of Application

August 8, 2008.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application under section 6(c) of the Investment 
Company Act of 1940 (the ``Act'') for an exemption from rule 12d1-2(a) 
under the Act.

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Summary of Application: Applicants request an order to permit 
registered open-end management investment companies relying on rule 
12d1-2 under the Act to invest in certain financial instruments.

Applicants: Advanced Series Trust (the ``AST Trust''), The Prudential 
Series Fund (the ``PSF Trust'' and, together with the AST Trust, the 
``Trusts''), AST Investment Services, Inc. (``AST''), Prudential 
Investments LLC (``PI''), Prudential Annuities Distributors, Inc. 
(``PAD''), and Prudential Investment Management Services LLC 
(``PIMS'').

Filing Dates: The application was filed on June 2, 2008. Applicants 
have agreed to file an amendment during the notice period, the 
substance of which is reflected in this notice.

Hearing or Notification of Hearing: An order granting the application 
will be issued unless the Commission orders a hearing. Interested 
persons may request a hearing by writing to the Commission's Secretary 
and serving applicants with a copy of the request, personally or by 
mail. Hearing requests should be received by the Commission by 5:30 
p.m. on September 2, 2008 and should be accompanied by proof of service 
on applicants, in the form of an affidavit or, for lawyers, a 
certificate of service. Hearing requests should state the nature of the 
writer's interest, the reason for the request, and the issues 
contested. Persons may request notification of a hearing by writing to 
the Commission's Secretary.

ADDRESSES: Secretary, U.S. Securities and Exchange Commission, 100 F 
Street, NE., Washington, DC 20549-1090; Applicants, c/o John P. 
Schwartz, Prudential Investments LLC, Gateway Center Three, 100 
Mulberry Street, Fourth Floor, Newark, New Jersey 07102-4061.

FOR FURTHER INFORMATION CONTACT:  Stephen P. Smith, Research 
Specialist, at (202) 551-6819 or Julia Kim Gilmer, Branch Chief, at 
(202) 551-6871 (Division of Investment Management, Office of Investment 
Company Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the 
application. The complete application may be obtained for a fee at the 
Commission's Public Reference Room, 100 F Street, NE., Washington, DC 
20549-1520 (telephone (202) 551-5850).

Applicants' Representations

    1. The AST Trust is organized as a Massachusetts business trust and 
the PSF Trust is organized as a Delaware statutory trust. The Trusts 
are registered under the Act as open-end management investment 
companies. Applicants request the exemption to the extent necessary to 
permit any existing or future registered open-end management investment 
company or series thereof advised by AST or PI or an entity 
controlling, controlled by, or under common control with AST or PI and 
which invests in other registered open-end management investment 
companies in reliance on section 12(d)(1)(G) of the Act, and which is 
also eligible to invest in securities (as defined in section 2(a)(36) 
of the Act) in reliance on rule 12d1-2 under the Act (together with the 
Trusts and their series, the ``Applicant Funds''), to also invest, to 
the extent consistent with its investment objective, policies, 
strategies and limitations, in financial instruments that may not be 
securities within the meaning of section 2(a)(36) of the Act (``Other 
Investments'').
    2. AST and PI serve as the investment advisers for the Applicant 
Funds that are organized as series of the AST Trust, while PI serves as 
the sole investment adviser for the Applicant Funds that are organized 
as series of the PSF Trust. AST is organized as a Connecticut 
corporation while PI is organized as a New York limited liability 
company. Each of AST and PI is a wholly owned, indirect subsidiary of 
Prudential Financial Inc. and a registered investment adviser under the 
Investment Advisers Act of 1940, as amended. PAD, a Delaware 
corporation, and PIMS, a Delaware limited liability company, each a 
registered broker-dealer under the Securities Exchange Act of 1934, as 
amended (the ``Exchange Act''), serve as co-distributors for the AST 
Trust. PIMS serves as the sole distributor for the PSF Trust.
    3. Consistent with its fiduciary obligations under the Act, each 
Applicant Fund's board of trustees will review the advisory fees 
charged by the Applicant Fund's investment adviser to ensure that they 
are based on services

[[Page 47635]]

provided that are in addition to, rather than duplicative of, services 
provided pursuant to the advisory agreement of any investment company 
in which the Applicant Fund may invest.

Applicants' Legal Analysis

    1. Section 12(d)(1)(A) of the Act provides that no registered 
investment company (``acquiring company'') may acquire securities of 
another investment company (``acquired company'') if such securities 
represent more than 3% of the acquired company's outstanding voting 
stock or more than 5% of the acquiring company's total assets, or if 
such securities, together with the securities of other investment 
companies, represent more than 10% of the acquiring company's total 
assets. Section 12(d)(1)(B) of the Act provides that no registered 
open-end investment company may sell its securities to another 
investment company if the sale will cause the acquiring company to own 
more than 3% of the acquired company's voting stock, or cause more than 
10% of the acquired company's voting stock to be owned by investment 
companies.
    2. Section 12(d)(1)(G) of the Act provides that section 12(d)(1) 
will not apply to securities of an acquired company purchased by an 
acquiring company if: (i) The acquired company and acquiring company 
are part of the same group of investment companies; (ii) the acquiring 
company holds only securities of acquired companies that are part of 
the same group of investment companies, government securities, and 
short-term paper; (iii) the aggregate sales loads and distribution fees 
of the acquiring company and the acquired company are not excessive 
under rules adopted pursuant to section 22(b) or section 22(c) of the 
Act by a securities association registered under section 15A of the 
Exchange Act or by the Commission; and (iv) the acquired company has a 
policy that prohibits it from acquiring securities of registered open-
end management investment companies or registered unit investment 
trusts in reliance on section 12(d)(1)(F) or (G) of the Act.
    3. Rule 12d1-2 under the Act permits a registered open-end 
investment company or a registered unit investment trust that relies on 
section 12(d)(1)(G) of the Act to acquire, in addition to securities 
issued by another registered investment company in the same group of 
investment companies, government securities, and short-term paper: (i) 
Securities issued by an investment company that is not in the same 
group of investment companies, when the acquisition is in reliance on 
section 12(d)(1)(A) or 12(d)(1)(F) of the Act; (ii) securities (other 
than securities issued by an investment company); and (iii) securities 
issued by a money market fund, when the investment is made in reliance 
on rule 12d1-1 under the Act. For the purposes of rule 12d1-2, 
``securities'' means any security as that term is defined in section 
2(a)(36) of the Act.
    4. Section 6(c) of the Act provides that the Commission may exempt 
any person, security, or transaction from any provision of the Act, or 
from any rule under the Act, if such exemption is necessary or 
appropriate in the public interest and consistent with the protection 
of investors and the purposes fairly intended by the policy and 
provisions of the Act.
    5. The Applicants state that the proposed arrangement would comply 
with the provisions of rule 12d1-2 under the Act, but for the fact that 
the Applicant Funds may invest a portion of their assets in Other 
Investments. Applicants request an order under section 6(c) of the Act 
for an exemption from rule 12d1-2(a) to allow the Applicant Funds to 
invest in Other Investments. The Applicants state that permitting the 
Applicant Funds to invest in Other Investments as described in the 
application would not raise any of the concerns that the requirements 
of section 12(d)(1) of the Act were designed to address.

Applicants' Condition

    The Applicants agree that any order granting the requested relief 
will be subject to the following condition:
    Applicants will comply with all provisions of rule 12d1-2 under the 
Act, except for paragraph (a)(2), to the extent that it restricts any 
Applicant Fund from investing in Other Investments as described in the 
application.

    For the Commission, by the Division of Investment Management, 
under delegated authority.
Florence E. Harmon,
Acting Secretary.
[FR Doc. E8-18802 Filed 8-13-08; 8:45 am]

BILLING CODE 8010-01-P
