File No. 812-15132

As Filed with the Securities and Exchange Commission on June 8, 2021

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FOURTH AMENDED AND RESTATED APPLICATION FOR AN ORDER UNDER SECTION 6(c) OF
THE INVESTMENT COMPANY ACT OF 1940 FOR AN EXEMPTION FROM THE DEFINITION OF
“INTERESTED PERSON” UNDER SECTION 2(a)(19)(B)(iii) THEREOF

Advanced Series Trust

Prudential’s Gibraltar Fund, Inc.

The Prudential Series Fund

AST Investment Services, Inc.

PGIM Investments LLC

Please direct all communications to:

Claudia DiGiacomo

PGIM Investments LLC

655 Broad Street, 17th Floor

Newark, New Jersey 07102

claudia.digiacomo@prudential.com

With a copy to:

Paulita A. Pike, Esq.

Ropes & Gray LLP

Counsel to the Independent Directors/Trustees

191 North Wacker Drive, 32nd Floor

Chicago, Illinois 60606

paulita.pike@ropesgray.com

Gregory D. Sheehan, Esq.

Nathan D. Somogie, Esq.

Ropes & Gray LLP

Counsel to the Independent Directors/Trustees

Prudential Tower

800 Boylston Street

Boston, Massachusetts 02199

gregory.sheehan@ropesgray.com

nathan.somogie@ropesgray.com

This document contains a total of 21 pages (including exhibits)

UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

In the Matter of

Advanced Series Trust

Prudential’s Gibraltar Fund, Inc.

The Prudential Series Fund

AST Investment Services, Inc.

PGIM Investments LLC

File No. 812-15132

FOURTH AMENDED AND RESTATED APPLICATION FOR AN ORDER UNDER SECTION 6(c) OF THE INVESTMENT COMPANY ACT OF 1940 FOR AN EXEMPTION FROM THE DEFINITION OF “INTERESTED PERSON” UNDER SECTION 2(a)(19)(B)(iii) THEREOF

I. INTRODUCTION

Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund (each a “Prudential Investment Company” and collectively, the “Prudential Investment Companies”); and AST Investment Services, Inc. (“ASTIS”) and PGIM Investments LLC (“PGIM”) (collectively, the “Adviser” and together with the Prudential Investment Companies, the “Applicants”) hereby submit this fourth amended and restated application (the “Application”) for an order from the U.S. Securities and Exchange Commission (the “Commission”) pursuant to Section 6(c) of the Investment Company Act of 1940, as amended (the “1940 Act”), with respect to the definition of “interested person” under Section 2(a)(19)(B)(iii) of the 1940 Act.

Applicants are seeking relief under Section 2(a)(19)(B)(iii) of the 1940 Act so that a current or future member of the boards of trustees or boards of directors of the Prudential Investment Companies, as applicable (each a “Board” and together, the “Boards”) may be exempt from the definition of “interested person” under Section 2(a)(19)(B)(iii) of the 1940 Act to the extent the member (A) has a beneficial or legal interest in U.S. publicly traded securities issued by a controlling person of an investment subadviser of the Prudential Investment Companies (each a “Subadviser” and together, the “Subadvisers”),1 provided such interest is limited as described below (the “de minimis interest relief”); or (B) inadvertently has a beneficial or legal interest in U.S. publicly traded securities issued by a controlling person of a Subadviser, provided such member takes the steps described below upon discovery of the interest and is, during such time, treated as an “interested person” of the Subadviser with respect to matters relating to such Subadviser (the “inadvertent interest relief”). Applicants are not requesting relief with respect to interests in shares of Prudential Financial, Inc. (“Prudential”), the Adviser’s parent company, or any affiliated person (within the meaning of Section 2(a)(3) of the 1940 Act) of the Adviser.2

1 For purposes of this Application, the term “U.S. publicly traded securities” refers to securities listed and traded on a national securities exchange, as defined in Section 2(a)(26) of the 1940 Act. The term “control” as used herein is as defined in Section 2(a)(9) of the 1940 Act. The terms “affiliated” and “affiliates” as used herein are as set forth in Section 2(a)(3) of the 1940 Act. Subadvisers (and controlling persons thereof) that are not affiliated with the Adviser may be referred to herein as “unaffiliated.”

2 PGIM and ASTIS serve as co-advisers to certain current series of Advanced Series Trust. PGIM serves as adviser to other current series of Advanced Series Trust, to all current series of The Prudential Series Fund, and to Prudential’s Gibraltar Fund, Inc. The term “Adviser” means PGIM or PGIM and ASTIS, as applicable to the particular series, and also includes any successor to PGIM or ASTIS. 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 Adviser is, and any future Adviser to the Prudential Investment Companies will be, registered with the Commission as an investment adviser under the Investment Advisers Act of 1940 Act (the “Advisers Act”).

The de minimis interest relief would enable an Independent Director (as defined herein) to hold limited interests in U.S. publicly traded securities issued by a controlling person of an Unaffiliated Subadviser (as defined herein),3 in circumstances and subject to conditions under which Applicants believe that such interests are unlikely to influence the judgment or affect the independence of the Independent Director. The inadvertent interest relief would permit an Independent Director who inadvertently acquires an interest in U.S. publicly traded securities issued by a controlling person of an Unaffiliated Subadviser to continue to be treated as an “independent director” for purposes of the 1940 Act, other than with respect to matters related to the relevant Subadviser, for a limited time to allow the Independent Director to conduct an orderly disposition of the interest or, where the interest is of a type that can be held consistent with the de minimis interest relief, to comply with the conditions of such relief.

Applicants request that the exemptive relief sought herein apply to the named Applicants as well as to all existing and future registered management investment companies or series thereof advised by the Adviser, or any entity controlling, controlled by or under common control with (within the meaning of Section 2(a)(9) of the 1940 Act) the Adviser. All existing registered management investment companies that currently intend to rely on the requested order have been named as Applicants, and any other existing or future management investment companies that intend to rely on the requested order in the future will comply with the terms and conditions of the Application.

II. STATEMENT OF FACTS

A. Applicants

1. The Prudential Investment Companies

Advanced Series Trust is organized as a Massachusetts business trust. Advanced Series Trust is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act of 1933, as amended (“Securities Act”), on Form N-1A. Advanced Series Trust is a series investment company, as defined by Rule 18f-2 under the 1940 Act, and consists of one or more Funds, each of which has its own investment objectives and policies. Certain Funds hold themselves out as “manager-of-managers” Funds, having one or more Subadvisers, each of which manages all or a portion of the Fund’s assets.

Prudential’s Gibraltar Fund, Inc. is organized as a Maryland corporation. Prudential’s Gibraltar Fund, Inc. is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act on Form N-1A. Prudential’s Gibraltar Fund, Inc. has one Subadviser that manages all of its assets.

The Prudential Series Fund is organized as a Delaware statutory trust. The Prudential Series Fund is registered as an open-end management investment company under the 1940 Act and its shares are registered under the Securities Act on Form N-1A. The Prudential Series Fund is a series investment company, as defined by Rule 18f-2 under the 1940 Act, and consists of one or more Funds, each of which has its own investment objectives and policies. Certain Funds hold themselves out as “manager-of-managers” Funds, having one or more Subadvisers, each of which manages all or a portion of the Fund’s assets.

2. ASTIS and PGIM

ASTIS, located at One Corporate Drive, Shelton, Connecticut 06484, is a Connecticut corporation and is registered with the Commission as an investment adviser under the Advisers Act. ASTIS has been providing

3 For purposes of this Application, the term “Unaffiliated Subadviser” refers to a Subadviser for one or more series of the Prudential Investment Companies (each a “Fund” and collectively, the “Funds”) that is not an “affiliated person” (as such term is defined in Section 2(a)(3) of the 1940 Act) of the Funds or the Adviser, except to the extent that an affiliation arises solely because the Subadviser serves as a subadviser to a Fund.

advisory services since 1992. As of March 31, 2021, ASTIS served as co-adviser with PGIM to certain series of Advanced Series Trust, with aggregate assets of approximately $175.6 billion.

PGIM, located at 655 Broad Street, 17th Floor, Newark, New Jersey 07102, is a New York limited liability company and is registered with the Commission as an investment adviser under the Advisers Act. PGIM and its predecessors have served as a manager or administrator to investment companies since 1987. As of March 31, 2021, PGIM served as the investment manager to the Prudential Investment Companies, as well as certain U.S. registered closed-end investment companies and offshore open-end investment companies with aggregate assets of approximately $358.9 billion.

ASTIS and PGIM, like all investment advisers to mutual fund families, have an interest in eliminating significant and unnecessary barriers to the Funds’ ability to attract and retain the best and most qualified independent directors to serve as members of the Boards. ASTIS and PGIM are each an indirect, wholly-owned subsidiary of Prudential (NYSE: PRU), a global financial institution offering banking, investments, life insurance and retirement services to over 75 million private, corporate and institutional clients in more than 50 countries.

B. Management of the Funds

1. The Adviser

The Adviser provides investment advisory services to the Funds pursuant to investment management agreements between each Prudential Investment Company, on behalf of its Fund(s), and the Adviser (each an “Investment Management Agreement”).

The Investment Management Agreement for each Fund was approved by the applicable Board, including a majority of the Independent Directors, and by shareholders of the Fund in the manner required by Sections 15(a) and 15(c) of the 1940 Act. Pursuant to the terms of each Investment Management Agreement, the Adviser, subject to the supervision of the applicable Board, provides continuous investment management of the assets of each Fund. As the investment adviser to each Fund, the Adviser determines the securities and other instruments to be purchased, sold or entered into by each Fund and places orders with brokers or dealers selected by the Adviser. The Adviser periodically reviews each Fund’s investment policies and strategies and, based on the needs of a particular Fund, may recommend changes to the investment policies and strategies of the Fund for consideration by the Board.

For its services to each Fund under the applicable Investment Management Agreement, the Adviser receives an investment management fee from the Fund based on the average net assets of the Fund.

2. The Subadvisers

Consistent with the terms of each Investment Management Agreement, the Adviser may, subject to the approval of the applicable Board, including a majority of the Independent Directors, and the shareholders of the applicable Fund, delegate portfolio management responsibilities for all or a portion of the assets of a Fund to one or more Subadvisers.4 In accordance with each Investment Management Agreement, the Adviser will oversee each Subadviser in the performance of its duties with a view to preventing violations of the federal securities laws. The Adviser continues to have overall responsibility for the management and investment of the assets of each Fund, and the Adviser’s responsibilities include, for example, recommending the removal or replacement of Subadvisers, and determining the portion of the Fund’s assets to be managed by any given Subadviser and reallocating those assets as necessary from time to time. If the Adviser determines to delegate portfolio management responsibilities to one or more Subadvisers, the Adviser evaluates, selects and recommends Subadvisers to manage the assets (or a portion thereof) of a Fund, and oversees, monitors and reviews the Subadvisers and their performance and compliance with

4 Each current Subadviser is, and any future Subadviser will be, an “investment adviser” to the Funds within the meaning of Section 2(a)(20) of the 1940 Act and provides, or will provide, investment management services to the Funds subject to, without limitation, the requirements of Sections 15(c) and 36(b) of the 1940 Act. In addition, each Subadviser is, and any future Subadviser to the Funds will be, registered with the Commission as an investment adviser under the Advisers Act or not subject to such registration.

the Fund’s investment policies and restrictions. This structure is commonly referred to as a “manager-of-managers” structure.5

Each Subadviser provides investment advisory services to the Funds pursuant to an investment subadvisory agreement between the Adviser and the Subadviser (each a “Subadvisory Agreement” and collectively, the “Subadvisory Agreements”). Each Subadviser receives an investment management fee from the Adviser based on a percentage of the assets it manages on behalf of the Fund.6 The fee paid to a Subadviser is the result of arms’ length negotiations between the Adviser and the Subadviser and is approved by the applicable Board, including a majority of the Independent Directors.

Many of the Subadvisers hired by the Adviser are subsidiaries of public companies.7 The Subadvisers are typically part of large, global financial services organizations whose securities are widely traded both in domestic and foreign markets.

From time to time, with the approval of the relevant Board, the Adviser may appoint new Subadvisers to advise new or existing Funds (or portions thereof) or to replace Subadvisers for existing Funds (or portions thereof). In addition, Subadvisers are acquired from time to time by other companies, and such acquisitions may result in new entities becoming Subadvisers. Thus, the Subadvisers that provide day-to-day investment advisory services to the Funds may change on a regular basis.

C. The Boards

Each Prudential Investment Company is managed under the direction of its Board, pursuant to the Prudential Investment Company’s governing instrument and the applicable law of its state of formation. Currently, the same nine Board members serve on the Board of each Prudential Investment Company. Eight of these Board members are Independent Directors.8 It is anticipated that, in the future, each Prudential Investment Company may

5 The Prudential Investment Companies and the Adviser have received an exemptive order from the Commission that permits the Adviser, subject to certain conditions, including approval of the applicable Board, to take the following actions without seeking approval of shareholders: (i) select certain Subadvisers to manage all or a portion of the assets of a Fund and enter into Subadvisory Agreements with the Subadvisers; and (ii) materially amend Subadvisory Agreements with the Subadvisers. Advanced Series Trust et al., 1940 Act Rel. Nos. 31342 (Nov. 20, 2014) (notice) and 31377 (Dec. 16, 2014) (order).

6 Each Subadviser will bear its own expenses of providing investment management services to the relevant Fund. Neither the Prudential Investment Companies nor any Fund is responsible for paying subadvisory fees to any Subadviser.

7 As of May 31, 2021, the Prudential Investment Companies employ a total of 52 Subadvisers to provide the day-to-day investment advisory services for all or a portion of the Funds. Of these Subadvisers, 5 are affiliates of the Adviser: PGIM Fixed Income, a business unit of PGIM, Inc., PGIM Real Estate, a business unit of PGIM, Inc., PGIM Limited, Jennison Associates LLC, and QMA LLC. The remaining 47 Subadvisers are Unaffiliated Subadvisers: AllianceBernstein L.P., Allianz Global Investors U.S. LLC, AlphaSimplex Group, LLC, AQR Capital Management, LLC, BlackRock Financial Management, Inc., BlackRock International Limited, BlackRock (Singapore) Limited, Brandywine Global Investment Management, LLC, Brown Advisory, LLC, Capital International, Inc., Cohen & Steers Capital Management, Inc., Cohen & Steers Asia Limited, Cohen & Steers UK Limited, CoreCommodity Management, LLC, ClearBridge Investments, LLC, Dimensional Fund Advisors LP, Emerald Mutual Fund Advisers Trust, FIAM LLC, Franklin Advisers, Inc., First Quadrant L.P., Goldman Sachs Asset Management, L.P., Goldman Sachs Asset Management International, Hotchkis and Wiley Capital Management LLC, J.P. Morgan Investment Management, Inc., LMCG Investments, LLC, Lazard Asset Management LLC, Loomis, Sayles & Company, L.P., LSV Asset Management, Martin Currie Inc., Massachusetts Financial Services Company, Morgan Stanley Investment Management, Inc., Neuberger Berman Investment Advisers LLC, Pacific Investment Management Company, LLC, QS Investors, LLC, T. Rowe Price Associates, Inc., T. Rowe Price International Ltd, T. Rowe Price Hong Kong Limited, T. Rowe Price Japan, Inc., T. Rowe Price Singapore Private Ltd, UBS Asset Management (Americas) Inc., Wellington Management Company LLP, Western Asset Management Company, LLC, Western Asset Management Company Limited — UK, Western Asset Management Company Ltd. — Japan, Western Asset Management Company Pte. Ltd. — Singapore, William Blair Investment Management, LLC and Victory Capital Management.

8 With respect to each Fund, the term “Independent Directors” refers to those members of the Board who are not “interested persons” (as that term is defined in Section 2(a)(19) of the 1940 Act) of the applicable Fund, the Adviser, the Subadviser or a principal underwriter of the applicable Prudential Investment Company. The requested relief, if granted, would permit an Independent Director to hold certain interests in controlling persons of an Unaffiliated Subadviser without being treated as an “interested person” of the applicable Fund(s).

seek to add new Independent Directors to its Board, to replace retiring Independent Directors or to increase the size of the Board.

III. THE REQUESTED RELIEF

A. Summary of Requested Relief

1. De Minimis Interest Relief

The conditions of the requested de minimis interest relief would limit an Independent Director’s interest in U.S. publicly traded securities issued by all controlling persons of an Unaffiliated Subadviser to five percent (5%) or less of the Independent Director’s net worth.9 The conditions of the requested de minimis interest relief would also restrict an Independent Director from owning any security issued by a controlling person of an Unaffiliated Subadviser if the aggregate amount of the fees paid by the Funds, or by the Adviser on behalf of the Funds, to the Unaffiliated Subadviser and its affiliated persons in connection with a subadvisory relationship represent more than one percent (1%) of the controlling person’s total annual revenue.10 The Adviser would perform this calculation each calendar quarter based on a controlling person’s total revenue for the most recent 12-month period, as reported in the controlling person’s most recent publicly available financial statements, and the fees paid by the Funds, or by the Adviser on behalf of the Funds, over the same 12-month period.11 The conditions of the de minimis interest relief would further require an Independent Director to notify the Adviser and the Board of any interest held by the Independent Director in securities issued by a controlling person of an Unaffiliated Subadviser before taking part in any Board actions with respect to that Unaffiliated Subadviser, and to certify, on an annual basis and in connection with the hiring of any new Unaffiliated Subadviser, that any such interest is limited as required by the conditions of the relief.

2. Inadvertent Interest Exemption

The conditions of the requested inadvertent interest relief would require an Independent Director who has inadvertently acquired an interest in U.S. publicly traded securities issued by a controlling person of an Unaffiliated Subadviser that is inconsistent with the conditions of the de minimis interest relief to divest such interest within 120

9 The calculation of an Independent Director’s net worth would follow the calculation method used in Rule 501(a)(5)(i) of Regulation D under the Securities Act. Neither the de minimis interest relief nor the inadvertent interest relief will apply to any securities issued by any controlling person of an Unaffiliated Subadviser that are privately offered, restricted or are otherwise not publicly offered, securities that are issued by an Unaffiliated Subadviser, or securities issued by any such controlling person that are publicly traded only in non-US markets.

10 This calculation would not be limited to investment management fees paid to an Unaffiliated Subadviser pursuant to a Subadvisory Agreement and would reflect all fees paid by the Funds, or by the Adviser on behalf of the Funds, to the Unaffiliated Subadviser and its affiliated persons for any services provided to the Funds in connection with the subadvisory relationship. For example, fees paid to an Unaffiliated Subadviser pursuant to an administration agreement would be reflected in this calculation.

11 When adding a new Unaffiliated Subadviser to an existing Fund, the percentage of the controlling person’s total annual revenue will be calculated as if the subadvisory relationship had been in effect for the trailing 12-month period. The calculation will be updated each quarter to increasingly reflect actual fees paid over the trailing 12-month period. In addition, during the first year of a new Fund’s operations, the Adviser, the Independent Directors and the Fund’s Chief Compliance Officer will consider expectations for asset growth (and, thus, the total annual revenue derived from any subadvisory relationship) for the new Fund. If there is no reasonable expectation that the fees paid to an Unaffiliated Subadviser and its affiliated persons in connection with the subadvisory relationship will represent more than one percent (1%) of a controlling person’s total annual revenue during the Fund’s first year of operations, the de minimis interest relief may be relied upon during such period by satisfying the other conditions of such relief. If actual fees paid in connection with the subadvisory relationship represent more than one percent (1%) of the controlling person’s total annual revenue after the Fund’s first year of operations, the inadvertent interest relief may be relied upon during such period by satisfying the other conditions of such relief.

days after the discovery of the interest (or, where the interest is of a type that can be held consistent with such conditions, to satisfy those conditions within 120 days after discovery of the interest).12 The conditions of the inadvertent interest relief would also require an Independent Director to disclose to the Adviser and the Board the existence of an inadvertent interest in U.S. publicly traded securities issued by a controlling person of an Unaffiliated Subadviser before taking part in any Board actions with respect to the Unaffiliated Subadviser. The conditions of the inadvertent interest relief would further require that the Independent Director be treated as an “interested person” for purposes of determining whether a majority of independent directors has voted on any matters relating to the Unaffiliated Subadviser (but not other matters relating to the Fund) until divesting such interest or otherwise complying with the conditions of the de minimis interest relief.

B. Reasons for Requested Relief

1. Background

Given the considerable responsibilities imposed on investment company directors, mutual fund complexes seek to attract sophisticated, engaged and committed individuals to serve on their boards. Individuals who possess the qualifications and experience of desirable independent directors often are leaders of their professions and, given the demands associated with serving on a fund board, the most desirable candidates are at times those who are retired. Invariably, through their professional success and over time, they have acquired direct or beneficial ownership interests in publicly traded companies. Their personal investments may include securities issued by companies in the financial services industry. From time to time, fund complexes like the Prudential Investment Companies retain as subadvisers the very companies in which directors may own securities in their personal investment portfolios.

Section 2(a)(19)(B)(iii) of the 1940 Act defines an “interested person” of an investment adviser for an investment company to include “[a]ny person who knowingly has any direct or indirect beneficial interest in, or who is designated as trustee, executor, or guardian of any legal interest in, any security issued either by such investment adviser . . . or by a controlling person of such investment adviser” (the “Ownership Restriction”). Section 2(a)(19)(A)(iii) further provides that an “interested person” of an investment adviser also is an “interested person” of the investment company for which the investment adviser serves. Thus, a person who is an “interested person” of an investment adviser, by virtue of knowingly having any direct or indirect beneficial or legal interest in such investment adviser or controlling person thereof, also is an interested person of the investment company which the investment adviser serves.

The Ownership Restriction renders an otherwise-independent director an “interested person” under the 1940 Act if he or she owns even a single share of an unaffiliated subadviser or its controlling person. In light of the common presence of financial services firms in the personal investment portfolios of independent directors, the Ownership Restriction can impose significant and unnecessary burdens on individuals whose fund board service involves the oversight of unaffiliated subadvisers.

As discussed below, the current lack of any exception to the Ownership Restriction may create undesirable outcomes in the context of mutual fund complexes, like the Prudential Investment Companies, that engage a large number of unaffiliated subadvisers. Applicants submit that the purposes of the “interested person” definition in Section 2(a)(19) of the 1940 Act can be respected, while recognizing that de minimis and/or inadvertent interests in U.S. publicly traded securities issued by controlling persons of Unaffiliated Subadvisers are unlikely to influence the judgment or affect the independence of an Independent Director. Accordingly, Applicants believe that the requested relief is appropriate to allow the continued service of the Independent Directors without undue hardship, and to remove the competitive disadvantage that the Prudential Investment Companies face in seeking to attract and retain the best Independent Director candidates possible.

12 Applicants submit that 120 days is a reasonable amount of time to divest holdings and is appropriate to allow Independent Directors to coordinate the sale of such interests, to avoid the need to divest such interests at “fire sale” prices, and to address potential tax consequences of the sale.

2. Significant Burdens on Independent Directors

The Ownership Restriction imposes significant and ongoing burdens on the Independent Directors of the Funds. To serve as an independent director of the Funds, an Independent Director must continuously track his or her personal investments to avoid any potential interests in the Unaffiliated Subadvisers and their controlling persons. Maintaining independence with respect to Unaffiliated Subadvisers, consistent with the terms of the Ownership Restriction, requires that the Independent Directors, their financial advisers and their counsel expend significant time and effort tracking and analyzing share ownership, often in accounts with respect to which an Independent Director receives no economic benefit,13 or with respect to which the Independent Director neither has knowledge of holdings nor directs the acquisition or disposition of those holdings.14

If the Adviser seeks to hire a new Unaffiliated Subadviser for the Funds, an Independent Director must identify and divest any interest in the Unaffiliated Subadviser or its controlling person in order to continue serving as an independent director. Likewise, if an Independent Director inadvertently acquires an interest in an existing Unaffiliated Subadviser or its controlling person, the Independent Director must dispose of such interest as promptly as possible. Doing so may be necessary at inopportune times, and can often carry adverse tax consequences and additional brokerage or other expenses for an Independent Director.

To the extent an Independent Director has an interest in U.S. publicly traded securities issued by controlling persons of an Unaffiliated Subadviser, such interest generally represents less than 5% of the Independent Director’s net worth. Under the requested de minimis interest relief, Independent Directors and their financial advisers would still be required to monitor personal holdings for material interests in Unaffiliated Subadvisers and their controlling persons, but would no longer be required to monitor personal holdings for ownership of a single security issued by a controlling person of an Unaffiliated Subadviser. Publicly traded securities issued by controlling persons of Unaffiliated Subadvisers are among the most likely securities to appear in the personal holdings of an Independent Director. Allowing Independent Directors and their financial advisers to monitor for breach of a 5% net worth threshold, instead of monitoring for ownership of a single security issued by a controlling person of an Unaffiliated Subadviser, would alleviate some of the burdens on Independent Directors with respect to monitoring their personal investments.

The Ownership Restriction requires Independent Directors to liquidate holdings of securities issued by a new Unaffiliated Subadviser or its controlling person (or an existing Unaffiliated Subadviser as a result of a change of control) to maintain their status as independent directors. Such sales may require an Independent Director to execute securities transactions at inopportune times and prices, resulting in significant adverse tax consequences and additional brokerage or other expenses for the Independent Director. Significantly, the Ownership Restriction can mean an Independent Director would have to liquidate an interest in an Unaffiliated Subadviser in order to remain independent even though the Independent Director acquired such interest inadvertently, through no action by the Independent Director, such as by inheritance.

Moreover, the Ownership Restriction typically means that Independent Directors forego investment opportunities to a materially greater degree than independent directors of more traditionally structured mutual fund complexes that do not employ one or more unaffiliated subadvisers. Because of the number of Unaffiliated Subadvisers and because the Unaffiliated Subadvisers are often part of large, publicly-traded global financial services organizations, the Ownership Restriction significantly limits an Independent Director’s ability to invest in domestic and foreign markets. By its terms, the Ownership Restriction prevents an Independent Director from holding even one share of an Unaffiliated Subadviser or its controlling person, regardless of how limited the Unaffiliated Subadviser’s role is within the fund complex. Independent directors of more traditional fund complexes that utilize only a primary investment adviser are not obligated to monitor their personal investments for

13 For example, Independent Directors are often the legal owners (as trustees) of assets in accounts maintained on behalf of other beneficial owners, such as family members. In such cases, an Independent Director may not receive any direct economic benefit with respect to such accounts and may not even know which securities are included in the accounts.

14 Independent Directors often hold discretionary and non-discretionary accounts and, in the former, an individual account holder may not know the identity of every security in the account.

potential interests in a large number of unaffiliated financial institutions, and instead need only ensure that they avoid interests in a small handful of securities (i.e., the primary investment adviser and its parent company or affiliates).

3. Retention and Recruitment of Qualified Independent Directors

The Ownership Restriction may discourage qualified individuals from serving as Independent Directors of the Funds. The significant limitations placed on personal investing activities (including potential divestitures at unfavorable prices in order to continue to qualify as an independent director), and the additional time and effort associated with monitoring their personal investments to avoid inadvertently acquiring any interest in an Unaffiliated Subadviser (or its controlling person), limit the range of qualified individuals available or willing to serve as Independent Directors of the Funds.

Moreover, Applicants believe that fund complexes that do not require independent directors to face the hardships associated with the use of unaffiliated subadvisers have a distinct advantage in recruiting director candidates. Publicly traded securities issued by large financial services firms, including controlling persons of Unaffiliated Subadvisers, are among the most widely held investments in the U.S. Sophisticated independent director candidates, more often than not, hold one or more of those companies in their personal investment portfolios or in accounts they control for the benefit of others.

4. Efficient Replacement of Unaffiliated Subadvisers

As noted above, with the approval of the relevant Board, the Adviser may appoint new Unaffiliated Subadvisers for new or existing Funds or terminate and replace Unaffiliated Subadvisers for existing Funds. In considering whether to recommend a new Unaffiliated Subadviser to the relevant Board, however, the Adviser could have to choose between disqualifying an Unaffiliated Subadviser with otherwise strong qualifications, on one hand, and requesting that an Independent Director divest his or her personal holdings in the Unaffiliated Subadviser (or its controlling person) to avoid disqualification as an independent director, on the other.

Applicants believe that a limited exemption to the Ownership Restriction could provide for more efficient and timely replacement of a poorly performing Unaffiliated Subadviser. The selection of a new Unaffiliated Subadviser entails, in part, an inquiry to determine if any Independent Director has an interest in the new Unaffiliated Subadviser (or its controlling person). As noted above, that inquiry takes time. If an Independent Director ultimately must divest his or her interest in a new Unaffiliated Subadviser or its controlling person, that process requires additional time. Applicants believe that investor interests are served by the efficient and timely replacement of a poorly performing Unaffiliated Subadviser.

IV. REQUEST FOR AN ORDER OF EXEMPTION UNDER SECTION 6(c)

A. Applicable Law

The 1940 Act and the rules thereunder impose specific requirements relating to independent directors of registered investment companies, including the composition of boards of directors of such companies. Section 10(a) of the 1940 Act provides that the board of directors of an investment company must be comprised of at least 40% of directors who are “independent” of the investment company. In addition, Section 10(b)(2) of the 1940 Act generally provides that a majority of the members of an investment company’s board of directors must be “independent” of any principal underwriter of the investment company. Further, multiple provisions of the 1940 Act and rules thereunder specifically require action by a majority of the directors who are not “interested persons” of an investment company or an investment advisor or principal underwriter of such investment company.15 For example,

15 As noted above, Section 2(a)(19)(A)(iii) provides that an “interested person” of an investment adviser or principal underwriter also is an “interested person” of the investment company for which the adviser or underwriter serves. Thus, a person who is an “interested person” of an investment adviser by virtue of a direct or indirect beneficial or legal interest in such investment adviser (or controlling person thereof) is also an “interested person” of the investment company for which the investment adviser serves.

Section 15(c) requires a vote of a majority of the “independent” directors to approve an investment advisory or principal underwriting agreement.

Section 2(a)(19) was added to the 1940 Act by the Investment Company Act Amendments of 1970. Prior to the enactment of the 1970 amendments, a director was considered “independent” if the director was not an officer or employee of an investment company or an “affiliated person” (as defined in Section 2(a)(3) of the 1940 Act) of its investment adviser, principal underwriter, regular broker or any investment banker and their affiliates.16 In 1966, the Commission, concerned with the economic and family relationships between independent directors and investment company management, recommended to Congress that the term “interested person” be added to the 1940 Act and that it be applicable to the provisions of the 1940 Act relating to, among other things, board composition and approval of advisory and underwriting agreements.17

Congress responded to the Commission’s concerns by enacting Section 2(a)(19) of the 1940 Act. In doing so, Congress noted that, like the Commission, it was concerned with the “strong ties” an investment company’s independent directors may have with management.18 With respect to security ownership, Congress was concerned that under the then-current independence definition, a director could be deemed independent “even though he own[ed] up to 4.99 percent of the adviser-underwriter’s stock.”19 Importantly, however, the legislative record does not suggest that the addition of Section 2(a)(19) to the 1940 Act was intended to classify persons as “interested” by virtue of their holding any interest, regardless of how small or indirect, in the investment company or its adviser or underwriter. Instead, as the Senate Report on the bill makes clear, the section was intended to include within the term “interested person” those “persons who have close family or substantial financial or professional relationships with investment companies, their investment advisers, principal underwriters, officers, and employees.”20

Although the text of Section 2(a)(19)(B)(iii) as enacted does not, on its face, reveal a distinction between “strong ties” and “substantial financial” relationships, on one hand, and immaterial or de minimis interests or relationships, on the other, the legislative record indicates that Congress was concerned with relationships that are “strong” or “substantial” enough to influence an independent director’s judgment or undermine the independent director’s ability to act impartially when dealing with investment company management. Moreover, the Senate Report stated that the Commission would have “adequate exemptive authority under Section 6(c) of the [1940] Act to administer [Section 2(a)(19)] in a flexible manner.”21 For example, the Senate Report noted that the Commission may exempt from Section 2(a)(19) a person who “is in a position to act independently on behalf of the investment company and its shareholders in dealing with the company’s investment adviser or principal underwriter.”22

Section 6(c) of the 1940 Act provides:

The Commission, by rules and regulations upon its own motion, or 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 provision or provisions of this title or of any rule or regulation thereunder, if and to the extent that such exemption is necessary or appropriate in the public interest and

16 See SEC, PUBLIC POLICY IMPLICATIONS OF INVESTMENT COMPANY GROWTH, H.R. REP. NO. 89-2337 (1966) at 130 (discussing the status of independent directors in 1966).

17 Id. at 334.

18 See S. REP. NO. 91-184 (1969), reprinted in 1970 U.S.C.C.A.N. 4897, 4927.

19 Id.

20 Id. (emphasis added).

21 Id. at 4929.

22 Id.

consistent with the protection of investors and the purposes fairly intended by the policy and provisions of this title.

For the reasons set forth below, Applicants believe that de minimis interests and inadvertent interests in U.S. publicly traded securities issued by controlling persons of Unaffiliated Subadvisers do not create or constitute “strong ties” or “substantial financial” relationships between an Independent Director and the Funds or the Adviser. Applicants therefore request an order from the Commission exempting current and future Independent Directors from the definition of “interested person” in Section 2(a)(19)(B)(iii) of the 1940 Act to the extent necessary to permit an Independent Director to hold such interests subject to the conditions described herein.

B. Basis for a Section 6(c) Order

Applicants submit that the requested de minimis and inadvertent interest relief is necessary and appropriate in the public interest and is consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the 1940 Act. Applicants also submit that the requested de minimis and inadvertent interest relief is consistent with previous exemptive relief granted by the Commission from Section 2(a)(19)(B)(iii).

1. Necessary and Appropriate in the Public Interest

Applicants believe the requested relief will reduce the significant burdens on Independent Directors of the Funds in connection with avoiding de minimis or inadvertent interests in U.S. publicly traded securities issued by controlling persons of Unaffiliated Subadvisers. As discussed below, the requested relief will be subject to conditions that Applicants believe will address Congress’s concerns regarding the “substantial financial” relationships and “strong ties” that could exist between independent directors and fund subadvisers. Applicants believe that these conditions will ensure that the Independent Directors maintain their independence from the Unaffiliated Subadvisers, while reducing the significant burdens currently placed on the Independent Directors with respect to their personal investments.

Applicants also believe that the requested relief will increase the range of qualified Independent Director candidates available and willing to serve on the Boards by preventing unnecessary disqualification of otherwise-qualified Independent Director candidates under the circumstances described in this Application. The requested relief will eliminate, as a basis for unnecessary disqualification of an otherwise-qualified candidate, the candidate’s personal investments in U.S. publicly traded securities issued by controlling persons of Unaffiliated Subadvisers that are too small or remote to influence the Independent Director’s judgment or affect his or her independence. In addition, the requested exemption will remove any unfair competitive advantage another mutual fund family may have over the Prudential Investment Companies for retaining the best and most qualified Independent Director candidates.

In addition, the requested exemption will enable the Adviser to retain efficiently the most qualified Unaffiliated Subadvisers to serve the Funds. By permitting limited and inadvertent interests in U.S. publicly traded securities issued by controlling persons of Unaffiliated Subadvisers, the requested exemption will largely eliminate any concern that a proposed new Unaffiliated Subadviser whose controlling person’s securities are publicly traded in U.S. markets could automatically disqualify an Independent Director. For this same reason, as discussed above, the requested exemption also will better enable the Adviser to more efficiently terminate and replace an underperforming Unaffiliated Subadviser.23

2. Consistent with the Protection of Investors and the Purposes Fairly Intended by the Policy and Provisions of the 1940 Act

Applicants submit that the requested de minimis and inadvertent interest relief is consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the 1940 Act. Therefore,

23 The Commission has previously noted the importance of a primary investment adviser’s ability to timely replace poorly performing subadvisers in a manager-of-managers complex. See Exemption From Shareholder Approval for Certain Subadvisory Contracts, 1940 Act Rel. No. 26230 (Oct. 23, 2003).

Applicants believe that it is unnecessary to apply the requirements of Section 2(a)(19)(B)(iii) to an Independent Director’s de minimis or inadvertent interests in U.S. publicly traded securities issued by controlling persons of Unaffiliated Subadvisers. Applicants believe that their proposed conditions will address Congress’s concerns regarding the “substantial financial” relationships and “strong ties” that could exist between independent directors and fund advisers, while removing some of the most significant burdens currently placed on the Independent Directors with respect to their personal investments.

Applicants note that the mutual fund industry has changed significantly since the addition of Section 2(a)(19) to the 1940 Act in 1970. At the time, the typical mutual fund was organized by its investment manager, which provided most, if not all, of the investment management services to the fund.24 Today, the fund industry is replete with subadvisers. The Prudential Investment Companies have Subadvisers that are affiliated with the Adviser and also Unaffiliated Subadvisers. In both cases, a Subadviser’s role is limited to the day-to-day management of the Funds’ assets. The Adviser performs the primary management function with which Congress was concerned when Section 2(a)(19) was enacted, and the requested relief would not extend to ownership interests in the Adviser or any Subadviser affiliated with the Adviser. Given the Adviser’s role, and its lack of affiliation with the Unaffiliated Subadvisers, it is unlikely that the Adviser would have an incentive to hire or retain an Unaffiliated Subadviser on account of the limited interest held by an Independent Director in reliance on the requested relief.

In addition, the Unaffiliated Subadvisers are not closely associated with the Adviser or the Funds. The Unaffiliated Subadvisers only provide day-to-day advisory services to one or a limited number of Funds and may also serve as investment advisers to a number of other mutual funds that are unaffiliated with the Adviser or the Funds. None of the Unaffiliated Subadvisers is a sponsor, promoter or organizer of the Funds. In addition, the Unaffiliated Subadvisers are continuously monitored by the Adviser and may be replaced at any time by the Adviser.

Moreover, under the conditions of the de minimis interest relief, ownership of securities issued by a controlling person of an Unaffiliated Subadviser has little possibility of affecting an Independent Director’s independence. Because the requested exemption will be limited to interests in U.S. publicly traded securities issued by controlling persons of Unaffiliated Subadvisers that derive less than one percent (1%) of their total annual revenues from fees paid by the Funds, or by the Adviser on behalf of the Funds, Applicants believe that it is unlikely that an Independent Director’s decision with respect to the approval of a Subadvisory Agreement would have a significant impact on the total revenue of an Unaffiliated Subadviser’s controlling person. There would be even less of a possibility that the approval of a Subadvisory Agreement with an Unaffiliated Subadviser could result in financial benefit to an Independent Director.

In addition, Applicants believe that the condition limiting an Independent Director’s interests in U.S. publicly traded securities issued by all controlling persons of an Unaffiliated Subadviser to five percent (5%) or less of that Independent Director’s net worth would further reduce any possibility that an Independent Director’s decision with respect to a Subadvisory Agreement would be affected by the Independent Director’s interest in the controlling persons of the applicable Unaffiliated Subadviser.

Furthermore, the conditions of the inadvertent interest relief would require that an Independent Director divest any inadvertent interest in securities issued by a controlling person of an Unaffiliated Subadviser (or satisfy the conditions of the de minimis interest relief where the interest can be held consistent with those conditions) within 120 days after the discovery of the interest, and the Independent Director will continue to qualify as an independent director for purposes of the 1940 Act on any matters not relating to the Unaffiliated Subadviser. Applicants believe that these conditions would reduce any possibility that action by the Board and the Independent Directors with respect to any matters relating to the applicable Unaffiliated Subadviser would be influenced by an Independent Director’s inadvertent interest in a controlling person of the Unaffiliated Subadviser.

24 See S. REP. NO. 91-184 (1969), reprinted in 1970 U.S.C.C.A.N. 4897, 4901.

As a practical matter, the Independent Directors of the Funds are already permitted in limited circumstances to invest in securities issued by companies that serve as Unaffiliated Subadvisers. Rule 2a19-3 under the 1940 Act permits the Independent Directors to invest in broad-based index funds, which may include companies that serve as Unaffiliated Subadvisers to Funds.25 The “broad-based” limitation in Rule 2a19-3 was intended to “assure that an independent director’s indirect interest in the adviser’s securities would not be substantial enough to affect his or her independence and create a conflict of interest.”26 The requested relief would not impact an Independent Director’s ability to hold interests in publicly traded securities issued by controlling persons of Unaffiliated Subadvisers in reliance on Rule 2a19-3.

Commission interpretations also permit the Independent Directors to invest in actively managed mutual funds that in turn invest in financial services companies, which may be controlling persons of Unaffiliated Subadvisers.27 Even highly diversified mutual funds are likely to hold securities issued by a significant number of controlling persons of the Unaffiliated Subadvisers. The requested relief would simply permit the Independent Directors to hold these limited interests directly rather than indirectly through a mutual fund. The requested exemption would limit an Independent Director’s interest in U.S. publicly traded securities issued by a controlling person of an Unaffiliated Subadviser to a de minimis amount in order to ensure that such interest is not substantial enough to affect the Independent Director’s independence or to create a conflict of interest.

Applicants further believe that the requested relief is consistent with the Commission’s rationale for allowing fund boards to differentiate between a fund’s primary investment adviser and an unaffiliated subadviser when evaluating whether a counsel’s representation of a subadviser impedes that counsel’s ability to serve as “independent legal counsel” to the independent directors pursuant to Rule 0-1(a)(6) under the 1940 Act. In the adopting release for Rule 0-1(a)(6), the Commission noted that independent directors may conclude that a counsel’s representation of a fund’s subadviser does not impede that counsel’s ability to serve as “independent counsel” to the independent directors.28 The Commission explained that “an independent director, in evaluating a counsel’s conflicts, could give consideration to the nature of a sub-advisory relationship.”29 The Rule 0-1(a)(6) Adopting Release reflects the Commission’s acknowledgment that relationships between a counsel and a fund’s unaffiliated subadvisers are different from relationships between the counsel and the fund’s primary adviser.

25 Under the exemption provided by Rule 2a19-3, an Independent Director is permitted to hold indirect interests in many of the current Unaffiliated Subadvisers to the Funds. As of March 31, 2021, the S&P 500 Index includes eight controlling persons of current Unaffiliated Subadvisers, and the Russell 1000® Index includes those same eight controlling persons of current Unaffiliated Subadvisers and five additional controlling persons of current Unaffiliated Subadvisers. Each of these indices includes additional companies that are controlling persons of registered investment advisers that could potentially serve as Unaffiliated Subadvisers.

26 Role of Independent Directors of Investment Companies, 1940 Act Rel. No. 24816 (Jan. 2, 2001), 66 Fed. Reg. 3,734, 3,740 n. 65 (Jan. 16, 2001) (“Rule 2a19-3 Adopting Release”). As proposed, Rule 2a19-3 would have limited investments in investment advisers or their controlling persons to those advisers or controlling persons whose securities’ value did not exceed five percent of the value of an index tracked by an index fund. See Role of Independent Directors of Investment Companies, 1940 Act Rel. No. 24082 (Oct. 14, 1999), 64 Fed. Reg. 59,826, 59,838 (Nov. 3, 1999) (“Rule 2a19-3 Proposing Release”). Comments received on the proposed rule reflected concerns that monitoring the five percent limit could be difficult. As a result, the rule as adopted included the “broad-based” limitation in place of the five percent limit.

27 See Rule 2a19-3 Proposing Release, supra note 26, at 59,838 n. 140; Rule 2a19-3 Adopting Release, supra note 26, at 3,740 n. 65.

28 See Role of Independent Directors of Investment Companies, 1940 Act. Rel. No. 24816, n.53 (Feb. 15, 2001) (“Rule 0-1(a)(6) Adopting Release”) (“In evaluating whether representation of an administrator (or its control person) is “sufficiently limited” for the person to be “independent counsel,” we believe a board could differentiate between an administrator that merely performs ministerial tasks and one that has sponsored, organized, or promoted the fund. Independent directors could reach a similar conclusion regarding a sub-adviser.”).

29 Id.

Finally, the requested exemption would provide the flexibility Congress intended when enacting Section 2(a)(19). As discussed in Section IV.A above, the enactment of Section 2(a)(19)(B)(iii) was not intended to classify persons conclusively as “interested” merely by virtue of their holding any interest, however small or indirect, in any security of a subadviser or its parent company. Rather, it was intended to strengthen those provisions of the 1940 Act that require independent directors to act independently as to certain important matters. Congress itself recognized this when it noted that the Commission would have the authority under Section 6(c) to exempt an individual who, despite being covered by the text of the definition of “interested person” in Section 2(a)(19), “is in a position to act independently on behalf of the investment company and its shareholders in dealing with the company’s investment adviser or principal underwriter.”30 For the reasons discussed above, Applicants respectfully submit that the Independent Directors would be in the position to act independently if the requested relief is granted.

3. Precedent for Requested Exemption

The Commission has previously granted exemptions from Section 2(a)(19)(B)(iii), in circumstances similar to those presented in this Application, to applicants who have proposed to exempt independent directors from the provisions of Section 2(a)(19) to the extent necessary to allow them to hold beneficial or legal interests in the parent company of a specific investment adviser.31 In their applications for exemptive relief, the applicants specifically noted the large size of the parent company, the minimal amount that the adviser contributed to the parent company’s profits and the minor ownership any individual director would have in such parent company. In these instances, the Commission issued orders of exemption pursuant to Section 6(c) of the 1940 Act limiting the interest in the investment adviser’s parent company to a de minimis amount of the outstanding equity and debt securities of the companies and a de minimis amount of the aggregate market value of the securities.

C. Conditions for the Requested Relief

Applicants agree that any order of the Commission granting the requested relief will be subject to the following conditions:

1. No Independent Director relying on the de minimis interest relief will knowingly have directly or indirectly a beneficial or legal interest in U.S. publicly traded securities issued by a controlling person of an Unaffiliated Subadviser that derives more than one percent (1%) of its total annual revenue from the fees paid by the Funds, or by the Adviser on behalf of the Funds, to the Unaffiliated Subadviser and its affiliated persons in connection with a subadvisory relationship. The Adviser will perform this calculation each calendar quarter based on the controlling person’s total revenue for the most recent 12-month period, as reported in the controlling person’s most recent publicly available financial statements, and the fees paid by the Funds, or the Adviser on behalf of the Funds, over the same 12-month period.

2. An Independent Director’s direct and indirect beneficial and legal interests in U.S. publicly traded securities issued by all controlling persons of an Unaffiliated Subadviser held in reliance on the de minimis interest relief will be limited, in the aggregate, to five percent (5%) or less of the Independent Director’s net

30 See S. REP. NO. 91-184 (1969), reprinted in 1970 U.S.C.C.A.N. 4897, 4929.

31 See, e.g., Safeco Equity Fund, Inc., et al., 1940 Act Rel. Nos. 10116 (Feb. 9, 1978) (notice) and 10164 (Mar. 20, 1978) (order) (exempting a director of Safeco Funds from Section 2(a)(19)’s definition of “interested person” where the director (i) was a “Member” of the College Retirement Equities Fund (“CREF”), a variable annuity fund that owned shares of the parent company of the Safeco Funds’ investment adviser and (ii) held a beneficial interest as an annuitant of CREF); Dean Witter Reynolds InterCapital, et al., 1940 Act Rel. Nos. 12436 (May 14, 1982) (notice) and 12489 (June 14, 1982) (order) (permitting the independent directors of the funds advised by Dean Witter Reynolds InterCapital, Inc. to own securities issued by its parent company, Sears Roebuck & Co., and subsidiaries thereof); The Putnam Management Company, Inc., et al., 1940 Act Rel. Nos. 13894 (Apr. 19, 1984) (notice) and 13944 (May 16, 1984) (order) (permitting the independent directors of funds advised by The Putnam Management Company, Inc. to own securities issued by its parent company, Marsh & McLennon Companies, Inc.). The Commission also has granted limited exemptions from Section 2(a)(19)(B)(iii) for purposes of Section 15(f) of the 1940 Act. See, e.g., Shearson Loeb Rhoades Inc., et al., 1940 Act Rel. Nos. 11786 (May 20, 1981) (notice) and 11835 (June 26, 1981) (order); Lehman Management Co., Inc. et al., 1940 Act Rel. Nos. 13978 (May 31, 1984) (notice) and 14018 (June 29, 1984) (order).

worth.32 The calculation of an Independent Director’s net worth will follow the calculation method used in Rule 501(a)(5)(i) of Regulation D under the Securities Act.

3. If an Independent Director inadvertently acquires, or discovers that he or she has inadvertently acquired, an interest in U.S. publicly traded securities issued by a controlling person of an Unaffiliated Subadviser that is inconsistent with the conditions of the de minimis interest relief, the Independent Director will continue to qualify as an independent director for purposes of the 1940 Act, provided that: (i) the interest is divested within 120 days after discovery of the interest (or, where the interest is of a type that can be held consistent with such conditions, those conditions are satisfied within 120 days after discovery of the interest); and (ii) the Independent Director is treated as an “interested person” for purposes of determining whether a majority of independent directors has voted on any matters relating to the Unaffiliated Subadviser until divesting such interest or otherwise complying with the conditions of the de minimis interest relief.

4. An Independent Director relying on the de minimis interest relief or the inadvertent interest relief will notify the Adviser and the Board of any interest held by the Independent Director in U.S. publicly traded securities issued by a controlling person of an Unaffiliated Subadviser before taking part in any Board actions with respect to that Unaffiliated Subadviser. On an annual basis, and in connection with the hiring of any new Unaffiliated Subadviser, Applicants will solicit from each Independent Director (i) appropriate information regarding any direct or indirect beneficial or legal interest in U.S. publicly traded securities issued by a controlling person of the new Unaffiliated Subadviser or any existing Unaffiliated Subadviser, as applicable, and (ii) a certification stating that any such interest is limited as required by the conditions of this Application.

5. In the event the Commission adopts a rule under the 1940 Act providing substantially similar relief to that in the order requested herein, the requested order will expire on the later of the effective date or the applicable compliance date of that rule.

D. Request for an Order

Applicants request an order of the Commission pursuant to Section 6(c) of the 1940 Act exempting current and future Independent Directors from the definition of “interested person” in Section 2(a)(19)(B)(iii) of the 1940 Act to the extent necessary to permit the Independent Directors to hold de minimis or inadvertent interests in U.S. publicly traded securities issued by controlling persons of Unaffiliated Subadvisers subject to the conditions outlined in Section IV.C above. Applicants submit that, for all the foregoing reasons, the requested relief is necessary and appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of the 1940 Act.

V. CONCLUSION

For the reasons set forth in this Application, Applicants respectfully submit that the requested relief meets the standards of Section 6(c) of the 1940 Act and respectfully request that the Commission issue an order of exemption pursuant to Section 6(c) of the 1940 Act and that such order be made effective as soon as possible.

VI. COMMUNICATIONS

Pursuant to Rule 0-2(f) under the 1940 Act, Applicants state that their names and addresses are as indicated on the first page of this Application. Applicants further state that all written or oral communications concerning this Application should be directed to the persons listed on the cover.

32 For purposes of this condition, interests held through broad-based index funds and actively managed open-end registered investment companies in reliance on Rule 2a19-3 or Commission interpretations of Section 2(a)(19) will not be aggregated with other interests in publicly traded securities issued by a controlling person of an Unaffiliated Subadviser.

VII. PROCEDURAL MATTERS, AUTHORIZATIONS AND SIGNATURES

Applicants request that the Commission issue an order pursuant to Rule 0-5 under the 1940 Act without a hearing being held. Each Applicant represents that the undersigned is authorized to file this Application in the name and on behalf of the Applicant. Under the current Certificate of Trust or Certificate of Incorporation, as applicable; the Agreement and Declaration of Trust or Articles of Incorporation, as applicable; and the By-Laws of each Prudential Investment Company, the business and affairs of each Prudential Investment Company are conducted by its Board. Under the current Limited Liability Agreement or Articles of Incorporation of each Adviser, the business and affairs of each Adviser are conducted by its Directors.

In accordance with the governing instruments of each Prudential Investment Company, resolutions were adopted by a vote of the Board of each Prudential Investment Company authorizing the respective appropriate officers to prepare, execute and file this Application with the Commission. Copies of these resolutions are attached as Exhibit A to this Application. These resolutions remain in full force and effect and are applicable to this Application. In addition, in accordance with the governing instruments for each Adviser, each Adviser’s President, Vice President, Treasurer and Secretary is authorized to conduct business on behalf of the Adviser and to provide authorizing signatures. Accordingly, the persons signing and filing this Application have been fully authorized to do so. The verifications required by Rule 0-2(d) under the 1940 Act are attached as Exhibit B to this Application.

Based on the facts, analysis and conditions in the application, Applicants respectfully request that the Commission issue an order pursuant to Sections 6(c) of the 1940 Act granting the relief requested by this application.

	ADVANCED SERIES TRUST

	By:	/s/ Timothy S. Cronin
	Name:	Timothy Cronin
	Title:	President

	PRUDENTIAL’S GIBRALTAR FUND, INC.

	By:	/s/ Timothy S. Cronin
	Name:	Timothy S. Cronin
	Title:	President

	THE PRUDENTIAL SERIES FUND

	By:	/s/ Timothy S. Cronin
	Name:	Timothy S. Cronin
	Title:	President

	AST INVESTMENT SERVICES, INC.

	By:	/s/ Timothy S. Cronin
	Name:	Timothy S. Cronin
	Title:	President

	PGIM INVESTMENTS LLC

	By:	/s/ Timothy S. Cronin
	Name:	Timothy S. Cronin
	Title:	Senior Vice President

Dated: June 8, 2021

EXHIBIT A

CERTIFICATE OF RESOLUTION

I, Timothy S. Cronin, President of Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund (the “Prudential Investment Companies”), do hereby certify that the following is a true and correct copy of resolutions duly adopted by the Board of Trustees or Board of Directors, as applicable, of the Prudential Investment Companies on May 29, 2020, and that said resolutions of the Prudential Investment Companies have not been amended or rescinded and remain in full force and effect.

RESOLVED, that the officers of the Advanced Series Trust, Prudential’s Gibraltar Fund, Inc. and The Prudential Series Fund (the “Prudential Investment Companies”) be, and each of them hereby is, authorized to prepare, execute and file with the Securities and Exchange Commission on behalf of the Prudential Investment Companies an application and any future amended applications for an exemption from the requirements of the Investment Company Act of 1940, as amended (the “1940 Act”) to permit current and future members of the Boards of Trustees or Boards of Directors of the Prudential Investment Companies who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Prudential Investment Companies to hold limited direct and indirect beneficial and legal interests in certain publicly traded investment subadvisers (or their parent companies or affiliates) of the Prudential Investment Companies that are not affiliated with Prudential Financial, Inc., in such form as such officer deems necessary or appropriate, with advice of counsel; and it is further

RESOLVED, that the officers of the Prudential Investment Companies be, and each of them hereby is, authorized and empowered to execute and deliver all applications, instruments, certificates or other documents and to do and perform any and all other acts and things that any such officer shall determine to be necessary, appropriate or desirable for the implementation of the foregoing resolution or to effect or accomplish the intent of the foregoing resolution, any such determination to be conclusively evidenced by the execution and delivery by any officer of any such application, instrument, certificate or other document or the doing or performing by any officer of any such act or thing.

IN WITNESS WHEREOF, I have hereunto subscribed my name this 8th day of June, 2021.

/s/ Timothy S. Cronin