70578 Federal Register / Vol. 79, No. 228 / Wednesday, November 26, 2014 / Notices 

1The Target Portfolio Trust and Prudential 

Mutual Fund Management, Inc., Investment 

Company Act Release Nos. 22139 (Aug. 13, 1996) 

(notice) and 22215 (Sep. 11, 1996) (order). 

2The term ‘‘Series’’ includes the Prudential 

Investment Companies that do not offer multiple 

series. A Prudential Investment Company or 

Subadvised Series (as defined below) may in the 

future be organized as a master fund (each, a 

‘‘Master Fund’’) in a master-feeder structure 

pursuant to section 12(d)(1)(E) of the Act. Certain 

Series, including any other investment company or 

series thereof that is advised by an Advisor (as 

defined below), may invest substantially all of their 

assets in a Master Fund pursuant to section 

12(d)(1)(E) of the Act (each a ‘‘Feeder Fund’’). No 

Feeder Fund will engage any investment adviser or 

sub-advisors other than through approving the 

engagement of the applicable Master Fund’s 

investment adviser and any sub-advisors. 

December 17, 2014. Reply comments are 

due by January 7, 2015. 

The Request and related filings are 

available on the Commission’s Web site 

(http://www.prc.gov). The Commission 

encourages interested persons to review 

the Request for further details. 

The Commission appoints Kenneth E. 

Richardson to serve as Public 

Representative in this proceeding. 

III. Ordering Paragraphs 

It is ordered: 

1. The Commission establishes Docket 

No. MC2015–7 to consider matters 

raised by the Request. 

2. Pursuant to 39 U.S.C. 505, Kenneth 

E. Richardson is appointed to serve as 

an officer of the Commission (Public 

Representative) to represent the 

interests of the general public in this 

proceeding. 

3. Comments by interested persons 

are due by December 17, 2014. 

4. Reply comments are due by January 

7, 2015. 

5. The Secretary shall arrange for 

publication of this order in the Federal 

Register. 

By the Commission. 

Ruth Ann Abrams, 

Acting Secretary. 

[FR Doc. 2014–27968 Filed 11–25–14; 8:45 am] 

BILLING CODE 7710–FW–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31342; File No. 812–14159] 

Advanced Series Trust, et al.; Notice of 

Application 

November 20, 2014. 

AGENCY: Securities and Exchange 

Commission (‘‘Commission’’). 

ACTION: Notice of an application under 

section 6(c) of the Investment Company 

Act of 1940 (‘‘Act’’) for an exemption 

from section 15(a) of the Act and rule 

18f–2 under the Act, as well as from 

certain disclosure requirements. 

SUMMARY: Applicants request an order 

that would permit them to enter into 

and materially amend subadvisory 

agreements with Non-Affiliated SubAdvisors (as defined below) and 

Wholly-Owned Sub-Advisors (as 

defined below) without shareholder 

approval and would grant relief from 

certain disclosure requirements. The 

requested order would supersede a prior 

order that granted exemptive relief from 

section 15(a) of the Act and rule 18f–2 

under the Act solely with respect to 

Non-Affiliated Sub-Advisors (‘‘Prior 

Order’’).1

Applicants: Advanced Series Trust; 

Prudential’s Gibraltar Fund, Inc.; The 

Prudential Series Fund (collectively, the 

‘‘Insurance Funds’’); Prudential Global 

Total Return Fund, Inc.; Prudential 

Investment Portfolios 2; Prudential 

Investment Portfolios 3; Prudential 

Investment Portfolios 4; Prudential 

Investment Portfolios 5; Prudential 

Investment Portfolios 6; Prudential 

Investment Portfolios 7; Prudential 

Investment Portfolios 8; Prudential 

Investment Portfolios 9; Prudential 

Investment Portfolios 12; Prudential 

Investment Portfolios 16; Prudential 

Investment Portfolios 18; Prudential 

Investment Portfolios, Inc.; Prudential 

Investment Portfolios, Inc. 10; 

Prudential Investment Portfolios, Inc. 

14; Prudential Investment Portfolios, 

Inc. 15; Prudential Investment 

Portfolios, Inc. 17; Prudential Jennison 

Blend Fund, Inc.; Prudential Jennison 

Mid-Cap Growth Fund, Inc.; Prudential 

Jennison Natural Resources Fund, Inc.; 

Prudential Jennison Small Company 

Fund, Inc.; Prudential Money Mart 

Assets, Inc.; Prudential National Muni 

Fund, Inc.; Prudential Sector Funds, 

Inc.; Prudential Short-Term Corporate 

Bond Fund, Inc.; Prudential World 

Fund, Inc.; The Prudential Variable 

Contract Account–2; The Prudential 

Variable Contract Account–10; The 

Prudential Variable Contract Account– 

11; The Target Portfolio Trust 

(collectively, the ‘‘Retail Funds’’ and 

together with the Insurance Funds, the 

‘‘Prudential Investment Companies’’); 

Prudential Investments LLC (‘‘PI’’); and 

AST Investment Services, Inc. 

(‘‘ASTIS’’). 

DATES: The application was filed on 

May 24, 2013, and amended on October 

4, 2013, February 21, 2014, October 3, 

2014 and November 18, 2014. 

Hearing or Notification of Hearing: An 

order granting the requested relief 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 December 15, 2014, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, 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 Commission’s Secretary. 

ADDRESSES: Brent J. Fields, Secretary, 

U.S. Securities and Exchange 

Commission, 100 F Street NE., 

Washington, DC 20549–1090. 

Applicants: Prudential Investments 

LLC, 100 Mulberry Street, Gateway 

Center Three, 14th Floor, Newark, New 

Jersey 07102. 

FOR FURTHER INFORMATION CONTACT: 

Laura J. Riegel, Senior Counsel, at (202) 

551–6873, or Mary Kay Frech, Branch 

Chief, at (202) 551–6821 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or for an applicant using the 

Company name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. Each Prudential Investment 

Company is organized as a either a 

Massachusetts business trust, a 

Delaware trust, a Maryland corporation 

or a New Jersey insurance company 

separate account, and is registered with 

the Commission as an open-end 

management investment company 

under the Act. Each Prudential 

Investment Company (other than 

Prudential’s Gibraltar Fund, Inc., The 

Prudential Variable Contract Account–2, 

The Prudential Variable Contract 

Account–10, and The Prudential 

Variable Contract Account–11) may 

offer shares of one or more series (each, 

a ‘‘Series’’ and collectively, the 

‘‘Series’’) with its own distinct 

investment objectives, policies and 

restrictions.2 PI is a New York limited 

liability company and ASTIS is a 

Connecticut corporation, and each is 

registered as an investment adviser 

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3The term ‘‘Advisor’’ means PI, ASTIS, or any 

entity controlling, controlled by or under common 

control with, PI, ASTIS, or successors to either of 

them. For purposes of the requested order, 

‘‘successor’’ is limited to an entity that results from 

a reorganization into another jurisdiction or a 

change in the type of business organization. Each 

Advisor is, or will be, registered with the 

Commission as an investment adviser under the 

Advisers Act. 

4The term ‘‘Board’’ includes the board of 

directors or trustees of any future Subadvised 

Series. 

5A ‘‘Sub-Advisor’’ for a Series is (a) an indirect 

or direct ‘‘wholly-owned subsidiary’’ (as such term 

is defined in the Act) of the Advisor for that Series, 

(b) a sister company of the Advisor for that Series 

that is an indirect or direct ‘‘wholly-owned 

subsidiary’’ (as such term is defined in the Act) of 

the same company that, indirectly or directly, 

wholly owns the Advisor (each of (a) and (b), a 

‘‘Wholly-Owned Sub-Advisor’’ and collectively, the 

‘‘Wholly-Owned Sub-Advisors’’), or (c) an 

investment sub-advisor for that Series that is not an 

‘‘affiliated person’’ (as such term is defined in 

section 2(a)(3) of the Act) of the Series, any Feeder 

Fund invested in a Series that is a Master Fund, the 

applicable Prudential Investment Company, or the 

Advisor, except to the extent that an affiliation 

arises solely because the sub-advisor serves as a 

sub-advisor to a Series (each, a ‘‘Non-Affiliated SubAdvisor’’). 

6Shareholder approval will continue to be 

required for any other sub-advisor changes (not 

otherwise permitted by rule or other action of the 

Commission or staff) and material amendments to 

an existing Sub-Advisory Agreement (as defined 

below) with any sub-advisor other than a NonAffiliated Sub-Advisor or Wholly-Owned SubAdvisor (all such changes referred to as ‘‘Ineligible 

Sub-Advisor Changes’’). 

7All registered open-end investment companies 

that currently intend to rely on the requested order 

are named as applicants. All Series that currently 

are, or that currently intend to be, Subadvised 

Series are identified in the application. Any entity 

that relies on the requested order will do so only 

in accordance with the terms and conditions 

contained in the application. If the name of any 

Subadvised Series contains the name of a SubAdvisor, the trademark or trade name that is owned 

by or publicly used to identify the Advisor that 

serves as the primary adviser to the Subadvised 

Series will precede the name of the Sub-Advisor. 

8 If the Subadvised Series is a Master Fund, for 

purposes of the Modified Notice and Access 

Procedures, ‘‘shareholders’’ include both the 

Continued 

under the Investment Advisers Act of 

1940 (‘‘Advisers Act’’). PI and ASTIS are 

indirect wholly-owned subsidiaries of 

Prudential Financial, Inc., a financial 

services organization. 

2. Applicants request an order to 

permit the Advisor,3 subject to the 

approval of the board of directors or 

trustees of the applicable Series (each a 

‘‘Board’’),4 including a majority of the 

directors or trustees who are not 

‘‘interested persons’’ of the Series or the 

Advisor as defined in section 2(a)(19) of 

the Act (the ‘‘Independent Board 

Members’’), to, without obtaining 

shareholder approval: (i) Select SubAdvisors 5 to manage all or a portion of 

the assets of a Series and enter into SubAdvisory Agreements (as defined below) 

with the Sub-Advisors; and (ii) 

materially amend Sub-Advisory 

Agreements with the Sub-Advisors.6

Applicants request that the relief apply 

to the named applicants, as well as to 

any future Series and any other existing 

or future registered open-end 

management investment company or 

series thereof that is advised by the 

Advisor, uses the multi-manager 

structure described in the application 

(‘‘Multi-Manager Structure’’), and 

complies with the terms and conditions 

set forth in the application (each, a 

‘‘Subadvised Series’’).7 The requested 

relief will not extend to any sub-advisor, 

other than a Wholly-Owned SubAdvisor, who is an affiliated person, as 

defined in section 2(a)(3) of the Act, of 

the Subadvised Series, of any Feeder 

Fund, or of the Advisor, other than by 

reason of serving as a sub-advisor to one 

or more of the Subadvised Series 

(‘‘Affiliated Sub-Advisor’’). 

3. PI serves as the investment adviser 

to each Prudential Investment Company 

pursuant to an investment advisory 

agreement with the applicable 

Prudential Investment Company, and 

ASTIS serves as co-investment adviser 

to certain Series of Advanced Series 

Trust pursuant to an investment 

advisory agreement with PI and 

Advanced Series Trust (each, an 

‘‘Investment Management Agreement’’ 

and together the ‘‘Investment 

Management Agreements’’). The 

Investment Management Agreement for 

each existing Series was approved by 

the applicable Board, including a 

majority the Independent Board 

Members, and by the shareholders of 

that Series in the manner required by 

sections 15(a) and 15(c) of the Act and 

rule 18f–2 thereunder. The terms of 

these Investment Management 

Agreements comply with section 15(a) 

of the Act. Each other Investment 

Management Agreement will comply 

with section 15(a) of the Act and will be 

similarly approved. 

4. Under the terms of each Investment 

Management Agreement, the Advisor, 

subject to the supervision of the Board, 

provides continuous investment 

management of the assets of each Series. 

The Advisor periodically reviews a 

Series’ investment policies and 

strategies and, based on the need of a 

particular Series, may recommend 

changes to the investment policies and 

strategies of the Series for consideration 

by the Board. For its services to each 

Series under the applicable Investment 

Management Agreement, the Advisor 

receives an investment management fee 

from the Series based on the average net 

assets of that Series. 

5. Consistent with the terms of each 

Investment Management Agreement, the 

Advisor may, subject to the approval of 

the applicable Board, including a 

majority of the Independent Board 

Members, and the shareholders of the 

applicable Subadvised Series (if 

required), delegate portfolio 

management responsibilities of all or a 

portion of the assets of a Subadvised 

Series to one or more Sub-Advisors. The 

Advisor continues to have overall 

responsibility for the management and 

investment of the assets of each 

Subadvised Series, and the Advisor’s 

responsibilities include, for example, 

recommending the removal or 

replacement of Sub-Advisors and 

determining the portion of that 

Subadvised Series’ assets to be managed 

by any given Sub-Advisor and 

reallocating those assets as necessary 

from time to time. 

6. The Advisor has entered into subadvisory agreements with various SubAdvisors (‘‘Sub-Advisory Agreements’’) 

on behalf of the Subadvised Series. The 

Advisor may also, in the future, enter 

into Sub-Advisory Agreements on 

behalf of other Series. Each current SubAdvisor is, and any future Sub-Advisor 

will be, an ‘‘investment adviser’’ as 

defined in section 2(a)(20)(B) of the Act 

and registered as an investment adviser 

under the Advisers Act or not subject to 

such registration. The Sub-Advisory 

Agreements were approved by the 

applicable Board, including a majority 

of the Independent Board Members, and 

to the extent that the Prior Order did not 

apply, the shareholders of the 

applicable Subadvised Series in 

accordance with sections 15(a) and 15(c) 

of the Act and rule 18f–2 thereunder. In 

addition, the terms of each SubAdvisory Agreement comply fully with 

the requirements of section 15(a) of the 

Act. The Sub-Advisors, subject to the 

supervision of the Advisor and 

oversight of the applicable Board, 

determine the securities and other 

instruments to be purchased, sold or 

entered into by a Subadvised Series’ 

portfolio or a portion thereof, and place 

orders with brokers or dealers that they 

select. The Advisor will compensate 

each Sub-Advisor out of the fee paid to 

the Advisor under the relevant 

Investment Management Agreement. 

7. Each Subadvised Series will inform 

shareholders of the hiring of a new SubAdvisor pursuant to the following 

procedures (‘‘Modified Notice and 

Access Procedures’’): (a) Within 90 days 

after a new Sub-Advisor is hired for any 

Subadvised Series, that Subadvised 

Series will send its shareholders 8 either 

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70580 Federal Register / Vol. 79, No. 228 / Wednesday, November 26, 2014 / Notices 

shareholders of the applicable Master Fund and the 

shareholders of its Feeder Funds. 

9A ‘‘Multi-manager Notice’’ will be modeled on 

a Notice of Internet Availability as defined in rule 

14a–16 under the Securities Exchange Act of 1934 

(‘‘Exchange Act’’), and specifically will, among 

other things: (a) Summarize the relevant 

information regarding the new Sub-Advisor (except 

as modified to permit Aggregate Fee Disclosure (as 

defined below); (b) inform shareholders that the 

Multi-manager Information Statement is available 

on a Web site; (c) provide the Web site address; (d) 

state the time period during which the Multimanager Information Statement will remain 

available on that Web site; (e) provide instructions 

for accessing and printing the Multi-manager 

Information Statement; and (f) instruct the 

shareholder that a paper or email copy of the Multimanager Information Statement may be obtained, 

without charge, by contacting the Subadvised 

Series. 

A ‘‘Multi-manager Information Statement’’ will 

meet the requirements of Regulation 14C, Schedule 

14C and Item 22 of Schedule 14A under the 

Exchange Act for an information statement, except 

as modified by the order to permit Aggregate Fee 

Disclosure. Multi-manager Information Statements 

will be filed with the Commission via the EDGAR 

system. 

a Multi-manager Notice or a Multimanager Notice and Multi-manager 

Information Statement; 9 and (b) the 

Subadvised Series will make the Multimanager Information Statement 

available on the Web site identified in 

the Multi-manager Notice no later than 

when the Multi-manager Notice (or 

Multi-manager Notice and Multimanager Information Statement) is first 

sent to shareholders, and will maintain 

it on that Web site for at least 90 days. 

Applicants state that, in the 

circumstances described in the 

application, a proxy solicitation to 

approve the appointment of new SubAdvisors provides no more meaningful 

information to shareholders than the 

proposed Multi-manager Information 

Statement. Applicants also state that the 

applicable Board would comply with 

the requirements of sections 15(a) and 

15(c) of the Act before entering into or 

amending Sub-Advisory Agreements. 

8. Applicants also request an order 

exempting the Subadvised Series from 

certain disclosure obligations that may 

require each Subadvised Series to 

disclose fees paid by the Advisor to 

each Sub-Advisor. Applicants seek 

relief to permit each Subadvised Series 

to disclose (as a dollar amount and a 

percentage of the Subadvised Series’ net 

assets): (a) The aggregate fees paid to the 

Advisor and any Wholly-Owned SubAdvisors; (b) the aggregate fees paid to 

Non-Affiliated Sub-Advisors; and (c) the 

fee paid to each Affiliated Sub-Advisor 

(collectively, the ‘‘Aggregate Fee 

Disclosure’’). An exemption is requested 

to permit the Subavised Series to 

include only the Aggregate Fee 

Disclosure. All other items required by 

Sections 6–07(2)(a), (b), and (c) of 

Regulation S–X will be disclosed. 

Applicants’ Legal Analysis 

1. Section 15(a) of the Act states, in 

part, that it is unlawful for any person 

to act as an investment adviser to a 

registered investment company ‘‘except 

pursuant to a written contract, which 

contract, whether with such registered 

company or with an investment adviser 

of such registered company, has been 

approved by the vote of a majority of the 

outstanding voting securities of such 

registered company.’’ Rule 18f–2 under 

the Act provides that each series or class 

of stock in a series investment company 

affected by a matter must approve that 

matter if the Act requires shareholder 

approval. 

2. Form N–1A is the registration 

statement used by open-end investment 

companies. Item 19(a)(3) of Form N–1A 

requires a registered investment 

company to disclose in its statement of 

additional information the method of 

computing the ‘‘advisory fee payable’’ 

by the investment company, including 

the total dollar amounts that the 

investment company ‘‘paid to the 

adviser (aggregated with amounts paid 

to affiliated advisers, if any), and any 

advisers who are not affiliated persons 

of the adviser, under the investment 

advisory contract for the last three fiscal 

years.’’ 

3. Form N–3 is the registration 

statement used by separate accounts 

offering variable annuity contracts. Item 

21(a)(iii) of Form N–3 requires the 

separate account to disclose the method 

of computing the ‘‘advisory fee payable’’ 

by the separate account, including the 

total dollar amounts ‘‘paid to the adviser 

by the [r]egistrant or its [i]nsurance 

[c]ompany under the investment 

advisory contract for the last three fiscal 

years.’’ 

4. Rule 20a–1 under the Act requires 

proxies solicited with respect to a 

registered investment company to 

comply with Schedule 14A under the 

Exchange Act. Items 22(c)(1)(ii), 

22(c)(1)(iii), 22(c)(8) and 22(c)(9) of 

Schedule 14A, taken together, require a 

proxy statement for a shareholder 

meeting at which the advisory contract 

will be voted upon to include the ‘‘rate 

of compensation of the investment 

adviser,’’ the ‘‘aggregate amount of the 

investment adviser’s fee,’’ a description 

of the ‘‘terms of the contract to be acted 

upon,’’ and, if a change in the advisory 

fee is proposed, the existing and 

proposed fees and the difference 

between the two fees. 

5. Regulation S–X sets forth the 

requirements for financial statements 

required to be included as part of a 

registered investment company’s 

registration statement and shareholder 

reports filed with the Commission. 

Sections 6–07(2)(a), (b), and (c) of 

Regulation S–X require a registered 

investment company to include in its 

financial statement information about 

the investment advisory fees. 

6. Section 6(c) of the Act provides that 

the Commission by order upon 

application may conditionally or 

unconditionally exempt any person, 

security, or transaction or any class or 

classes of persons, securities, or 

transactions from any provisions of the 

Act, or from any rule thereunder, 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. Applicants 

state that their requested relief meets 

this standard for the reasons discussed 

below. 

7. Applicants assert that the 

shareholders expect the Advisor, subject 

to the review and approval of the 

applicable Board, to select the SubAdvisors who are in the best position to 

achieve the Subadvised Series’ 

investment objective. Applicants assert 

that, from the perspective of the 

shareholder, the role of the SubAdvisors is substantially equivalent to 

the role of the individual portfolio 

managers employed by an investment 

adviser to a traditional investment 

company. Applicants believe that 

permitting the Advisor to perform the 

duties for which the shareholders of the 

Subadvised Series are paying the 

Advisor—the selection, supervision and 

evaluation of the Sub-Advisors— 

without incurring unnecessary delays or 

expenses is appropriate in the interest of 

the Subadvised Series’ shareholders and 

will allow such Subadvised Series to 

operate more efficiently. Applicants 

state that each Investment Management 

Agreement will continue to be fully 

subject to section 15(a) of the Act and 

rule 18f–2 under the Act and approved 

by the Board, including a majority of the 

Independent Board Members, in the 

manner required by sections 15(a) and 

15(c) of the Act. Applicants are not 

seeking an exemption with respect to 

the Investment Management 

Agreements. 

8. Applicants assert that disclosure of 

the individual fees that the Advisor 

would pay to the Sub-Advisors of 

Subadvised Series that operate under 

the multi-manager structure described 

in the application would not serve any 

meaningful purpose. Applicants 

contend that the primary reasons for 

requiring disclosure of individual fees 

paid to Sub-Advisors are to inform 

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10A Subadvised Series relying on the order 

granted hereunder will comply with conditions 8, 

9, and 12 only if it relies on the relief that would 

allow it to provide Aggregate Fee Disclosure. 

shareholders of expenses to be charged 

by a particular Subadvised Series and to 

enable shareholders to compare the fees 

to those of other comparable investment 

companies. Applicants believe that the 

requested relief satisfies these objectives 

because the advisory fee paid to the 

Advisor will be fully disclosed and 

therefore, shareholders will know what 

the Subadvised Series’ fees and 

expenses are and will be able to 

compare the advisory fees a Subadvised 

Series is charged to those of other 

investment companies. Applicants 

assert that the requested disclosure 

relief would benefit shareholders of the 

Subadvised Series because it would 

improve the Advisor’s ability to 

negotiate the fees paid to Sub-Advisors. 

Applicants state that the Advisor may 

be able to negotiate rates that are below 

a Sub-Advisor’s ‘‘posted’’ amounts if the 

Advisor is not required to disclose the 

Sub-Advisors’ fees to the public. 

Applicants submit that the relief 

requested to use Aggregate Fee 

Disclosure will also encourage SubAdvisors to negotiate lower subadvisory fees with the Advisor if the 

lower fees are not required to be made 

public. 

9. Applicants submit that the 

requested relief meets the standards for 

relief under section 6(c) of the Act. 

Applicants state that the operation of 

the Subadvised Series in the manner 

described in the application must be 

approved by shareholders of a 

Subadvised Series before that 

Subadvised Series may rely on the 

requested relief. Applicants assert that 

conditions 6, 7, 10, and 11 are designed 

to provide the Board with sufficient 

independence and the resources and 

information it needs to monitor and 

address any conflicts of interest. 

Applicants state that, accordingly, they 

believe the requested relief 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. 

Applicants’ Conditions 

Applicants agree that any order 

granting the requested relief will be 

subject to the following conditions: 10

1. Before a Subadvised Series may 

rely on the order requested in the 

application, the operation of the 

Subadvised Series in the manner 

described in the application, including 

the hiring of Wholly-Owned SubAdvisors, will be, or has been, approved 

by a majority of the/Subadvised Series’ 

outstanding voting securities as defined 

in the Act, which in the case of a Master 

Fund will include voting instructions 

provided by shareholders of the Feeder 

Funds investing in such Master Fund or 

other voting arrangements that comply 

with section 12(d)(1)(E)(iii)(aa) of the 

Act (or, in the case on an insurancerelated Subadvised Series, pursuant to 

the voting instructions provided by 

contract owners with assets allocated to 

any registered separate account for 

which the Subadvised Series serves as 

a funding medium), or, in the case of a 

new Subadvised Series whose public 

shareholders purchase shares on the 

basis of a prospectus containing the 

disclosure contemplated by condition 2 

below, by the sole initial shareholder 

before offering the Subadvised Series’ 

shares to the public. 

2. The prospectus for each 

Subadvised Series, and in the case of a 

Master Fund relying on the requested 

relief, the prospectus for each Feeder 

Fund investing in such Master Fund, 

will disclose the existence, substance 

and effect of any order granted pursuant 

to the application. Each Subadvised 

Series (and any such Feeder Fund) will 

hold itself out to the public as 

employing the Multi-Manager Structure 

described in the application. Each 

prospectus will prominently disclose 

that the Advisor has the ultimate 

responsibility, subject to oversight by 

the applicable Board, to oversee the 

Sub-Advisors and recommend their 

hiring, termination, and replacement. 

3. The Advisor will provide general 

management services to a Subadvised 

Series, including overall supervisory 

responsibility for the general 

management and investment of the 

Subadvised Series’ assets. Subject to 

review and approval of the applicable 

Board, the Advisor will (a) set a 

Subadvised Series’ overall investment 

strategies, (b) evaluate, select, and 

recommend Sub-Advisors to manage all 

or a portion of a Subadvised Series’ 

assets, and (c) implement procedures 

reasonably designed to ensure that SubAdvisors comply with a Subadvised 

Series’ investment objective, policies 

and restrictions. Subject to review by 

the applicable Board, the Advisor will 

(a) when appropriate, allocate and 

reallocate a Subadvised Series’ assets 

among Sub-Advisors; and (b) monitor 

and evaluate the performance of SubAdvisors. 

4. A Subadvised Series will not make 

any Ineligible Sub-Advisor Changes 

without the approval of the 

shareholders of the applicable 

Subadvised Series, which in the case of 

a Master Fund will include voting 

instructions provided by shareholders of 

the Feeder Fund investing in such 

Master Fund or other voting 

arrangements that comply with section 

12(d)(1)(E)(iii)(aa) of the Act. 

5. A Subadvised Series will inform 

shareholders, and if the Subadvised 

Series is a Master Fund, shareholders of 

any Feeder Funds, of the hiring of a new 

Sub-Advisor within 90 days after the 

hiring of the new Sub-Advisor pursuant 

to the Modified Notice and Access 

Procedures. 

6. At all times, at least a majority of 

the applicable Board will be 

Independent Board Members, and the 

selection and nomination of new or 

additional Independent Board Members 

will be placed within the discretion of 

the then-existing Independent Board 

Members. 

7. Independent Legal Counsel, as 

defined in rule 0–1(a)(6) under the Act, 

will be engaged to represent the 

Independent Board Members. The 

selection of such counsel will be within 

the discretion of the then-existing 

Independent Board Members. 

8. The Advisor will provide the 

applicable Board, no less frequently 

than quarterly, with information about 

the profitability of the Advisor on a per 

Subadvised Series basis. The 

information will reflect the impact on 

profitability of the hiring or termination 

of any sub-advisor during the applicable 

quarter. 

9. Whenever a sub-advisor is hired or 

terminated, the Advisor will provide the 

applicable Board with information 

showing the expected impact on the 

profitability of the Advisor. 

10. Whenever a sub-advisor change is 

proposed for a Subadvised Series with 

an Affiliated Sub-Advisor or a WhollyOwned Sub-Advisor, the applicable 

Board, including a majority of the 

Independent Board Members, will make 

a separate finding, reflected in the 

applicable Board minutes, that such 

change is in the best interests of the 

Subadvised Series and its shareholders, 

and if the Subadvised Series is a Master 

Fund, the best interests of any 

applicable Feeder Funds and their 

respective shareholders, and does not 

involve a conflict of interest from which 

the Advisor or the Affiliated SubAdvisor or Wholly-Owned Sub-Advisor 

derives an inappropriate advantage. 

11. No Board member or officer of a 

Prudential Investment Company, a 

Subadvised Series, or a Feeder Fund 

that invests in a Subadvised Series that 

is a Master Fund, or director, manager 

or officer of the Advisor, will own 

directly or indirectly (other than 

through a pooled investment vehicle 

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70582 Federal Register / Vol. 79, No. 228 / Wednesday, November 26, 2014 / Notices 

that is not controlled by such person) 

any interest in a Sub-Advisor except for 

(a) ownership of interests in the Advisor 

or any entity, other than a WhollyOwned Sub-Advisor, that controls, is 

controlled by, or is under common 

control with the Advisor, or (b) 

ownership of less than 1% of the 

outstanding securities of any class of 

equity or debt of any publicly traded 

company that is either a Sub-Advisor or 

an entity that controls, is controlled by, 

or is under common control with, a SubAdvisor. 

12. Each Subadvised Series and any 

Feeder Fund that invests in a 

Subadvised Series that is a Master Fund 

will disclose the Aggregate Fee 

Disclosure in its registration statement. 

13. In the event the Commission 

adopts a rule under the Act providing 

substantially similar relief to that 

requested in the application, the 

requested order will expire on the 

effective date of that rule. 

14. Any new Sub-Advisory 

Agreement or any amendment to a 

Subadvised Series’ existing Investment 

Management Agreement or SubAdvisory Agreement that directly or 

indirectly results in an increase in the 

aggregate advisory fee rate payable by 

the Subadvised Series will be submitted 

to the Subadvised Series’ shareholders 

for approval. 

For the Commission, by the Division of 

Investment Management, under delegated 

authority. 

Kevin M. O’Neill, 

Deputy Secretary. 

[FR Doc. 2014–27981 Filed 11–25–14; 8:45 am] 

BILLING CODE 8011–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Investment Company Act Release No. 

31341; File No. 813–366] 

BlackRock, Inc., et al.; Notice of 

Application 

November 20, 2014. 

AGENCY: Securities and Exchange 

Commission. 

ACTION: Notice of application for an 

order under sections 6(b) and 6(e) of the 

Investment Company Act of 1940 (the 

‘‘Act’’) granting an exemption from all 

provisions of the Act, and the rules and 

regulations thereunder, except sections 

9, 17, 30, 36 through 53 and the rules 

and regulations under those sections. 

With respect to sections 17(a), (d), (e), 

(f), (g) and (j) and 30(a), (b), (e) and (h) 

of the Act, and the rules and regulations 

thereunder, and rule 38a–1 under the 

Act, applicants request a limited 

exemption as set forth in the 

application. 

SUMMARY: Applicants request an order to 

exempt certain investment vehicles 

formed for the benefit of eligible 

employees of BlackRock, Inc. and its 

affiliates (‘‘Partnerships’’) from certain 

provisions of the Act. Each Partnership 

will be an ‘‘employees’ securities 

company’’ within the meaning of 

section 2(a)(13) of the Act. Applicants: 

BlackRock, Inc. (‘‘BlackRock’’), 

BlackRock Energy Opportunity 

(Employees) Fund, L.P. (the ‘‘Energy 

Fund’’), Vesey Street Employee Fund 

IV, L.P. (the ‘‘Vesey Street Fund’’), 

BlackRock Energy Opportunity Fund 

GP, LLC (the ‘‘Energy Fund GP’’), 

BlackRock DivPEP IV, LLC (the ‘‘Vesey 

Street Fund GP’’), BlackRock Capital 

Management, Inc. (‘‘BCM’’), and 

BlackRock Investment Management, 

LLC (‘‘BIM’’). 

DATES: The application was filed on 

April 23, 2007, and amended on June 

29, 2010, January 15, 2013, May 17, 

2013, October 17, 2013, April 3, 2014, 

and November 19, 2014. 

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 December 15, 2014, and 

should be accompanied by proof of 

service on applicants, in the form of an 

affidavit or, for lawyers, a certificate of 

service. Pursuant to rule 0–5 under the 

Act, hearing requests should state the 

nature of the writer’s interest, any facts 

bearing upon the desirability of a 

hearing on the matter, 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 Commission’s Secretary. 

ADDRESSES: Secretary, U.S. Securities 

and Exchange Commission, 100 F Street 

NE., Washington, DC 20549–1090; 

Applicants, 40 East 52nd Street, New 

York, NY 10022. 

FOR FURTHER INFORMATION CONTACT: 

Deepak T. Pai, Senior Counsel, at (202) 

551–6876, or Mary Kay Frech, Branch 

Chief, at (202) 551–6821 (Division of 

Investment Management, Chief 

Counsel’s Office). 

SUPPLEMENTARY INFORMATION: The 

following is a summary of the 

application. The complete application 

may be obtained via the Commission’s 

Web site by searching for the file 

number, or an applicant using the 

Company’s name box, at http://

www.sec.gov/search/search.htm or by 

calling (202) 551–8090. 

Applicants’ Representations 

1. BlackRock, a Delaware corporation, 

and its affiliates provide investment 

management, risk management and 

advisory services to institutional and 

retail clients around the world. 

2. The Partnerships have been or will 

be established primarily for the benefit 

of key employees of BlackRock or of any 

affiliate within the meaning of rule 12b– 

2 under the Securities Exchange Act of 

1934 (the ‘‘1934 Act’’) of BlackRock (all 

such affiliates are subsidiaries of 

BlackRock, and together with BlackRock 

are referred to collectively as the 

‘‘BlackRock Group’’ and individually as 

a ‘‘BlackRock Group entity’’) as part of 

a program designed to create capital 

building opportunities that are 

competitive with those at other financial 

services firms and to facilitate the 

BlackRock Group’s recruitment of high 

caliber professionals. Each of the 

Partnerships will be structured as a 

limited liability company, limited 

partnership, corporation, business trust 

or other entity organized under the laws 

of the state of Delaware or another U.S. 

or non-U.S. jurisdiction or any other 

‘‘issuer’’ (as defined in section 2(a)(22) 

of the Act). Each Partnership will be an 

‘‘employees’ securities company’’ 

within the meaning of section 2(a)(13) of 

the Act and will operate as a diversified 

or non-diversified closed-end 

management investment company. 

3. The Energy Fund was formed on 

April 9, 2007 as a Delaware limited 

partnership. The Energy Fund GP acts 

as General Partner (as defined below) to 

the Energy Fund. The Energy Fund 

invests concurrently with BlackRock 

Energy Opportunity Master Fund, L.P., 

a BlackRock Third Party Fund (as 

defined below), which seeks to achieve 

long term capital appreciation through 

various types of non-control 

investments in companies primarily 

engaged in the energy and natural 

resource industries. The Energy Fund is 

no longer accepting additional 

investors. BCM, an indirect whollyowned subsidiary of BlackRock, serves 

as Investment Adviser (as defined 

below) for the Energy Fund and 

provides portfolio management, 

research and administrative services for 

the Energy Fund. The Vesey Street Fund 

was formed on November 3, 2008 as a 

Delaware limited partnership. The 

Vesey Street Fund GP acts as General 

Partner to the Vesey Street Fund. The 

Vesey Street Fund invests concurrently 

with Vesey Street Fund IV, L.P., a 

BlackRock Third Party Fund, and other 

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