[Federal Register Volume 79, Number 228 (Wednesday, November 26, 2014)]
[Notices]
[Pages 70578-70582]
[FR Doc No: 2014-27981]

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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.

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SUMMARY: Applicants request an order that would permit them to enter
into and materially amend subadvisory agreements with Non-Affiliated
Sub-Advisors (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\
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    \1\ The 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).
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    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<PHONE_NUMBER>
(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<PHONE_NUMBER>.

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

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.
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    \2\ The 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.
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    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 Sub-Advisors \5\ to manage all or a portion of the assets of a
Series and enter into Sub-Advisory 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 Sub-Advisor, 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'').
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    \3\ The 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.
    \4\ The term ``Board'' includes the board of directors or
trustees of any future Subadvised Series.
    \5\ A ``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 Sub-Advisor'').
    \6\ Shareholder 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 Non-Affiliated Sub-Advisor or Wholly-Owned Sub-
Advisor (all such changes referred to as ``Ineligible Sub-Advisor
Changes'').
    \7\ All 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 Sub-Advisor, 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.
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    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 sub-advisory agreements with
various Sub-Advisors (``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 Sub-Advisor
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 Sub-Advisory 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 Sub-Advisor 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

a Multi-manager Notice or a Multi-manager Notice and Multi-manager
Information Statement; \9\ and (b) the Subadvised Series will make the
Multi-manager 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 Multi-manager 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 Sub-Advisors 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.
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    \8\ If the Subadvised Series is a Master Fund, for purposes of
the Modified Notice and Access Procedures, ``shareholders'' include
both the shareholders of the applicable Master Fund and the
shareholders of its Feeder Funds.
    \9\ A ``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 Multi-manager 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 Multi-manager
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.
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    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 Sub-
Advisors; (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 Sub-Advisors 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 Sub-Advisors 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

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 Sub-Advisors to negotiate lower sub-
advisory 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\
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    \10\ A 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.
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    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 Sub-
Advisors, 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 insurance-
related 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 Sub-Advisors 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 Sub-Advisors.
    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 Wholly-Owned 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 Sub-Advisor 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

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 Wholly-Owned 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
Sub-Advisor.
    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 Sub-Advisory
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


[Federal Register Volume 83, Number 62 (Friday, March 30, 2018)]
[Proposed Rules]
[Pages 13708-13710]
[FR Doc No: 2018-06389]

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DEPARTMENT OF TRANSPORTATION

Federal Aviation Administration

14 CFR Part 71

[Docket No. FAA-2017-0954; Airspace Docket No. 17-AEA-16]

Proposed Amendment of Class D and Class E Airspace; Beaver Falls,
PA; and Zelienople, PA

AGENCY: Federal Aviation Administration (FAA), DOT.

ACTION: Notice of proposed rulemaking (NPRM).

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SUMMARY: This action proposes to amend Class E airspace extending
upward from 700 feet or more above the surface, at Beaver Falls, PA, as
the University of Pittsburg Medical Center Beaver Valley Heliport has
closed, and controlled airspace is no longer required. The geographic
coordinates of the Ellwood City VORTAC, noted in the Beaver County
Airport, Beaver Falls, PA, description, also would be amended in the
associated Class E airspace. Also, the term Airport Facility Directory
would be replaced with Chart Supplement. Additionally, this action
would amend Class E airspace extending upward from 700 feet or more
above the surface at Zelienople

Municipal Airport (formerly Zelienople Airport), PA, by recognizing the
airport's name change and updating the airport's geographical
coordinates. Controlled airspace is necessary for the safety and
management of instrument flight rules (IFR) operations at these
airports.

DATES: Comments must be received on or before May 14, 2018.

ADDRESSES: Send comments on this proposal to: U. S. Department of
Transportation, Docket Operations, 1200 New Jersey Avenue SE, West
Bldg. Ground Floor Rm W12-140, Washington, DC 20590; telephone: 1(800)
647-5527, or<PHONE_NUMBER>. You must identify the Docket No.
    FAA-2017-0954; Airspace Docket No. 17-AEA-16, at the beginning of
your comments. You may also submit and review received comments through
the internet at http://www.regulations.gov. You may review the public
docket containing the proposal, any comments received, and any final
disposition in person in the Dockets Office between 9:00 a.m. and 5:00
p.m., Monday through Friday, except federal holidays.
    FAA Order 7400.11B, Airspace Designations and Reporting Points, and
subsequent amendments can be viewed on line at http://www.faa.gov/air_traffic/publications/. For further information, you can contact the
Airspace Policy Group, Federal Aviation Administration, 800
Independence Avenue SW, Washington, DC, 20591; telephone: (202) 267-
8783. The Order is also available for inspection at the National
Archives and Records Administration (NARA). For information on the
availability of FAA Order 7400.11B at NARA, call<PHONE_NUMBER>, or go
to https://www.archives.gov/federal-register/cfr/ibr-locations.html.
    FAA Order 7400.11, Airspace Designations and Reporting Points, is
published yearly and effective on September 15.

FOR FURTHER INFORMATION CONTACT: John Fornito, Operations Support
Group, Eastern Service Center, Federal Aviation Administration, 1701
Columbia Ave., College Park, GA 30337; telephone<PHONE_NUMBER>.

SUPPLEMENTARY INFORMATION:

Authority for This Rulemaking

    The FAA's authority to issue rules regarding aviation safety is
found in Title 49 of the United States Code. Subtitle I, Section 106
describes the authority of the FAA Administrator. Subtitle VII,
Aviation Programs, describes in more detail the scope of the agency's
authority. This rulemaking is promulgated under the authority described
in Subtitle VII, Part A, Subpart I, Section 40103. Under that section,
the FAA is charged with prescribing regulations to assign the use of
airspace necessary to ensure the safety of aircraft and the efficient
use of airspace. This regulation is within the scope of that authority
as it would amend Class D and E airspace at Beaver County Airport,
Beaver Falls, PA, and Class E airspace at Zelienople Municipal Airport,
Zelienople, PA, to support IFR operations at these airports.

Comments Invited

    Interested persons are invited to comment on this rule by
submitting such written data, views, or arguments, as they may desire.
Comments that provide the factual basis supporting the views and
suggestions presented are particularly helpful in developing reasoned
regulatory decisions on the proposal. Comments are specifically invited
on the overall regulatory, aeronautical, economic, environmental, and
energy-related aspects of the proposal.
    Communications should identify both docket numbers and be submitted
in triplicate to the address listed above. You may also submit comments
through the internet at http://www.regulations.gov.
    Persons wishing the FAA to acknowledge receipt of their comments on
this action must submit with those comments a self-addressed stamped
postcard on which the following statement is made: ``Comments to Docket
No. FAA-2017-0954; Airspace Docket No. 17-AEA-16.'' The postcard will
be date/time stamped and returned to the commenter.
    All communications received before the specified closing date for
comments will be considered before taking action on the proposed rule.
The proposal contained in this notice may be changed in light of the
comments received. A report summarizing each substantive public contact
with FAA personnel concerned with this rulemaking will be filed in the
docket.

Availability of NPRMs

    An electronic copy of this document may be downloaded through the
internet at http://www.regulations.gov. Recently published rulemaking
documents can also be accessed through the FAA's web page at http://www.faa.gov/air_traffic/publications/airspace_amendments/.
    You may review the public docket containing the proposal, any
comments received, and any final disposition in person in the Dockets
Office (see the ADDRESSES section for address and phone number) between
9:00 a.m. and 5:00 p.m., Monday through Friday, except federal
holidays. An informal docket may also be examined between 8:00 a.m. and
4:30 p.m., Monday through Friday, except federal holidays at the office
of the Eastern Service Center, Federal Aviation Administration, room
350, 1701 Columbia Avenue, College Park, GA 30337.

Availability and Summary of Documents for Incorporation by Reference

    This document proposes to amend FAA Order 7400.11B, Airspace
Designations and Reporting Points, dated August 3, 2017, and effective
September 15, 2017. FAA Order 7400.11B is publicly available as listed
in the ADDRESSES section of this document. FAA Order 7400.11B lists
Class A, B, C, D, and E airspace areas, air traffic service routes, and
reporting points.

The Proposal

    The FAA is considering an amendment to Title 14, Code of Federal
Regulations (14 CFR) part 71 to amend Class E airspace extending upward
from 700 feet or more above the surface of removing University of
Pittsburg Medical Center Beaver Valley Heliport, contained within the
Beaver County Airport airspace description, as the heliport has closed.
Also, the term Airport/Facility Directory would be replaced with Chart
Supplement, and exclusionary language would be removed from the
airspace description, in the associated Class D and E airspace.
    Additionally, the geographic coordinates of the Ellwood City VORTAC
would be adjusted in the associated Class E airspace to be in concert
with the FAA's aeronautical database.
    Finally, the Zelienople Municipal Airport, (formerly Zelienople
Airport), Zelienople, PA, name change would be recognized, and the
geographic coordinates of the airport would be adjusted to coincide
with the FAA's aeronautical database. Exclusionary language also would
be removed from the airspace description as it is not needed to
describe the boundary.
    Class D and E airspace designations are published in Paragraphs
5000, 6004, and 6005, respectively, of FAA Order 7400.11B, dated August
3, 2017, and effective September 15, 2017, which is incorporated by
reference in 14 CFR 71.1. The Class E airspace designation listed in
this document will be published subsequently in the Order.

Regulatory Notices and Analyses

    The FAA has determined that this proposed regulation only involves
an established body of technical regulations for which frequent and
routine amendments are necessary to keep them operationally current.
It, therefore: (1) Is not a ``significant regulatory action'' under
Executive Order 12866; (2) is not a ``significant rule'' under DOT
Regulatory Policies and Procedures (44 FR 11034; February 26, 1979);
and (3) does not warrant preparation of a Regulatory Evaluation as the
anticipated impact is so minimal. Since this is a routine matter that
will only affect air traffic procedures and air navigation, it is
certified that this proposed rule, when promulgated, will not have a
significant economic impact on a substantial number of small entities
under the criteria of the Regulatory Flexibility Act.

Environmental Review

    This proposal will be subject to an environmental analysis in
accordance with FAA Order 1050.1F, ``Environmental Impacts: Policies
and Procedures'' prior to any FAA final regulatory action.

Lists of Subjects in 14 CFR Part 71

    Airspace, Incorporation by reference, Navigation (air).

The Proposed Amendment

    In consideration of the foregoing, the Federal Aviation
Administration proposes to amend 14 CFR part 71 as follows:

PART 71--DESIGNATION OF CLASS A, B, C, D, AND E AIRSPACE AREAS; AIR
TRAFFIC SERVICE ROUTES; AND REPORTING POINTS

0
1. The authority citation for part 71 continues to read as follows:

    Authority:  49 U.S.C. 106(f), 106(g); 40103, 40113, 40120; E.O.
10854, 24 FR 9565, 3 CFR, 1959-1963 Comp., p. 389.

Sec.  71.1  [Amended]

0
2. The incorporation by reference in 14 CFR 71.1 of Federal Aviation
Administration Order 7400.11B, Airspace Designations and Reporting
Points, dated August 3, 2017, and effective September 15, 2017, is
amended as follows:

Paragraph 5000 Class D Airspace.

* * * * *

AEA PA D Beaver Falls, PA [Amended]

Beaver County Airport, PA
    (Lat. 40[deg]46'21'' N, long. 80[deg]23'29'' W)

    That airspace extending upward from the surface to and including
3,800 feet MSL within a 3.9-mile radius of the Beaver County
Airport. This Class D airspace area is effective during the specific
dates and times established in advance by a Notice to Airmen. The
effective date and time will thereafter be continuously published in
the Chart Supplement.

Paragraph 6004 Class E Airspace Designated as an Extension to Class
D or E Surface Area.

* * * * *

AEA PA E4 Beaver Falls, PA [Amended]

Beaver County Airport, PA
    (Lat. 40[deg]46'21'' N, long. 80[deg]23'29'' W)
Ellwood City VORTAC
    (Lat. 40[deg]49'30'' N, long. 80[deg]12'41'' W)

    That airspace extending upward from the surface within 1.3 miles
each side of the Ellwood City VORTAC 248[deg] radial extending from
the 3.9-mile radius of Beaver County Airport to 1.3 miles west of
the VORTAC. This Class E airspace area is effective during the
specific dates and times established in advance by a Notice to
Airmen. The effective date and time will thereafter be continuously
published in the Chart Supplement.

Paragraph 6005 Class E Airspace Areas Extending Upward From 700
Feet or More Above the Surface of the Earth.

* * * * *

AEA PA E5 Beaver Falls, PA [Amended]

Beaver County Airport, PA
    (Lat. 40[deg]46'21'' N, long. 80[deg]23'29'' W)
Ellwood City VORTAC
    (Lat. 40[deg]49'30'' N, long. 80[deg]12'42'' W)

    That airspace extending upward from 700 feet above the surface
within a 6.4-mile radius of Beaver County Airport, and within 1.8-
miles each side of Ellwood City VORTAC 248[deg] radial extending
from the 6.4-mile radius to the VORTAC.
* * * * *

AEA PA E5 Zelienople, PA [Amended]

Zelienople Municipal Airport, PA
    (Lat. 40[deg]48'07'' N, long. 80[deg]09'39'' W)

    That airspace extending upward from 700 feet above the surface
within a 6-mile radius of Zelienople Municipal Airport.

    Issued in College Park, Georgia, on March 14, 2018.
Ryan W. Almasy,
Manager, Operations Support Group, Eastern Service Center, Air Traffic
Organization.
[FR Doc. 2018-06389 Filed 3-29-18; 8:45 am]
 BILLING CODE 4910-13-P