47634 Federal Register / Vol. 73, No. 158 / Thursday, August 14, 2008 / Notices 

cover letters or messages in the message 

area of the e-mail; information that 

might appear in any cover letter should 

be included directly in the submission. 

To the extent possible, any data 

attachments to the submission should 

be included in the same file as the 

submission itself, and not as separate 

files. 

Petitions will be available for public 

inspection by appointment with the 

staff of the USTR Public Reading Room, 

except for information granted 

‘‘business confidential’’ status pursuant 

to 15 CFR 2003.6. If the submission 

contains business confidential 

information that the submitter wishes to 

protect from public disclosure, the 

confidential submission must be marked 

‘‘BUSINESS CONFIDENTIAL’’ at the top 

and bottom of every page of the 

document. In addition, the submission 

must be accompanied by a nonconfidential version that indicates, with 

asterisks, where confidential 

information was redacted or deleted. 

The top and bottom of each page of the 

non-confidential version must be 

marked either ‘‘PUBLIC VERSION’’ or 

‘‘NON-CONFIDENTIAL’’. Business 

confidential comments that are 

submitted without the required 

markings or that are not accompanied 

by a properly marked non-confidential 

version as set forth above may not be 

accepted or may be treated as public 

documents. 

The file name of any document 

containing business confidential 

information attached to an e-mail 

transmission should begin with the 

characters ‘‘BC-’’, and the file name of 

the public version should begin with the 

characters ‘‘P-’’. The ‘‘P-’’ or ‘‘BC-’’

should be followed by the name of the 

person or party submitting the petition. 

The e-mail address for submissions is 

FR0716@ustr.eop.gov. Public versions of 

all documents relating to this review 

will be available for review shortly after 

the due date by appointment in the 

USTR Public Reading Room, 1724 F 

Street, NW., Washington, DC. 

Availability of documents may be 

ascertained, and appointments may be 

made from 9:30 a.m. to noon and 1 p.m. 

to 4 p.m., Monday through Friday, by 

calling (202) 395–6186. 

Carmen Suro-Bredie, 

Chairman, Trade Policy Staff Committee. 

[FR Doc. E8–18861 Filed 8–13–08; 8:45 am] 

BILLING CODE 3190–W8–P 

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. 

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 openend 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 brokerdealer 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 


sroberts on PROD1PC70 with NOTICES
Federal Register / Vol. 73, No. 158 / Thursday, August 14, 2008 / Notices 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 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. IC–28354; File No. 812–13532] 

Prudential Annuities Life Assurance 

Corporation, et al.; Notice of 

Application 

August 8, 2008 

AGENCY: Securities and Exchange 

Commission (‘‘SEC’’ or ‘‘Commission’’). 

ACTION: Notice of application for an 

order under Section 6(c) of the 

Investment Company Act of 1940, as 

amended (the ‘‘1940 Act’’) granting 

exemptions from the provisions of 

Sections 2(a)(32), 22(c), and 27(i)(2)(A) 

of the 1940 Act and Rule 22c–1 

thereunder. 

APPLICANTS: Prudential Annuities Life 

Assurance Corporation (‘‘PALAC’’), 

Prudential Annuities Life Assurance 

Corporation Variable Account B 

(‘‘Account’’), and Prudential Annuities 

Distributors, Inc. (‘‘PAD,’’ and 

collectively with PALAC, and the 

Account, the ‘‘Applicants’’). 

SUMMARY OF APPLICATION: Applicants 

seek an order under Section 6(c) of the 

1940 Act to the extent necessary to 

permit, under specified circumstances, 

the recapture of credits applied to 

purchase payments made under the 

Advanced Series XTra Credit Eight 

variable annuity contract (‘‘Contract’’), 

as well as other contracts that PALAC 

may issue in the future through the 

Account or any other separate account 

established in the future by PALAC that 

support variable annuity contracts that 

are substantially similar in all material 

respects to the Contract. 

FILING DATE: The application was filed 

on May 7, 2008 and amended on July 

15, 2008. 

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 

Secretary of the Commission 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 requester’s 

interest, the reason for the request, and 

the issues contested. Persons who wish 

to be notified of a hearing may request 

notification by writing to the Secretary 

of the Commission. 

ADDRESSES: Secretary, SEC, 100 F Street, 

NE., Washington, DC 20549–1090. 

Applicants, c/o C. Christopher Sprague, 

Esq., The Prudential Insurance 

Company of America, 751 Broad Street, 

Newark, NJ 07102–2992. 

FOR FURTHER INFORMATION CONTACT: 

Michelle Roberts, Staff Attorney, or 

Joyce M. Pickholz, Branch Chief, Office 

of Insurance Products, Division of 

Investment Management, at (202) 551–

6795. 


sroberts on PROD1PC70 with NOTICES