UNITED STATES OF AMERICA

BEFORE THE

SECURITIES AND EXCHANGE COMMISSION

 

 

 

 

 

 

 

 

 

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Wachovia Securities, LLC (“Wachovia Securities”), Evergreen Investment Management Company, LLC (“Evergreen Investment Management”), Tattersall Advisory Group, Inc. (“Tattersall”), First International Advisors, LLC (“First International”), Metropolitan West Capital Management, LLC (“Metropolitan West”), J.L. Kaplan Associates, LLC (“J.L. Kaplan”), Golden Capital Management, LLC (“Golden Capital”), Evergreen Investment Services, Inc. (“Evergreen Investment Services”), Prudential Investment Management, Inc. (“PIM, Inc.”), Prudential Investments LLC (“PI LLC”), The Prudential Insurance Company of America (“Prudential Insurance”), Jennison Associates LLC (“Jennison”), Prudential Bache Asset Management, Inc. (“Bache”), Quantitative Management Associates LLC (“QMA, LLC”), Pruco Securities, LLC (“Pruco”), AST Investment Services, Inc. (“AST Investment”), Prudential Annuities Distributors, Inc. (“PAD”), Prudential Investment Management Services LLC (“PIMS LLC”), Pruco Life Insurance Company (“Pruco Life”), Pruco Life Insurance Company of New Jersey (“Pruco Life NJ”), Prudential Annuities Life Assurance Corporation (“PALAC”), Prudential Retirement Insurance and Annuity Company (“PRIAC”), Wells Fargo Funds Management, LLC (“WF Funds Management”), Wells Capital Management Incorporated (“Wells Capital Management”), Peregrine Capital Management, Inc. (“Peregrine”), Galliard Capital Management, Inc. (“Galliard”), Wells Fargo Private Investment Advisors, LLC d/b/a Nelson Capital Management (“Nelson”), Wells Fargo Funds Distributor, LLC (“WF Funds Distributor”), Lowry Hill Investment Advisors, Inc. (“Lowry Hill”) and Wells Fargo Alternative

 

 

Asset Management, LLC (“WFAAM”) (collectively, other than Wachovia Securities, the “Fund Servicing Applicants” and, together with Wachovia Securities, the “Applicants”) each hereby submits this application (the “Application”) pursuant to Section 9(c) of the Investment Company Act of 1940, as amended (the “Act”), for (i) a temporary order granting an exemption from Section 9(a) of the Act pending the determination of the Securities and Exchange Commission (the “Commission”) on this Application for permanent exemption (the “Temporary Order”) and (ii) a permanent order exempting them from the provisions of Section 9(a) of the Act (the “Permanent Order,” and together with the Temporary Order, the “Orders”) in respect of a permanent injunction entered against Wachovia Securities. Wachovia Securities is an indirect subsidiary of Wells Fargo & Company (“Wells Fargo”). Through its direct and indirect subsidiaries, Wells Fargo, a registered financial holding company and bank holding company under the Bank Holding Company Act of 1956, as amended, offers banking, brokerage, advisory and other financial services to institutional and individual customers worldwide. Wachovia Securities does not serve, and no existing company of which Wachovia Securities is an affiliated person (other than the Fund Servicing Applicants) currently serves, as an investment adviser (as defined in Section 2(a)(20) of the Act) or depositor of any registered investment company or principal underwriter (as defined in Section 2(a)(29) of the Act) for any open-end registered investment company, registered unit investment trust (“UIT”) or registered face amount certificate company. The term “Fund” as used herein refers to any registered investment company, including a UIT or registered face amount certificate company. Applicants request that any relief granted by the Commission pursuant to this Application also apply to any existing company of which Wachovia Securities is an affiliated person within the meaning of Section 2(a)(3) of the Act and to any other company of which Wachovia Securities may become

 

 

an affiliated person in the future (together with the Applicants, the “Covered Persons”). Applicants request that the Temporary Order remain in effect until the Commission acts on the Application for the Permanent Order.

   

Wachovia Securities offers a wide array of financial advisory, brokerage, asset management and other financial services in more than 3,700 locations nationwide. Wachovia Securities is a wholly owned subsidiary of Wachovia Securities Financial Holdings, LLC (“WSFH”). Prudential Financial Inc. (“Prudential”) currently has an estimated ownership interest of approximately 23% to 25% in WSFH; the balance of WSFH is owned indirectly by Wells Fargo.¹  Wachovia Securities is a broker-dealer registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and an investment adviser registered under the Investment Advisers Act of 1940, as amended (“Advisers Act”). Wachovia Securities currently does not serve as investment adviser, principal underwriter or depositor for any Funds.

Evergreen Investment Management is an indirect wholly owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment advisory and management services to 83 Funds listed on Part 1 of Annex A and to the Funds listed on Part 2 of Annex A. These Funds had net assets of approximately $102 billion as of June 30, 2008.

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Tattersall is an indirect wholly owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment sub-advisory and management services to 14 Funds listed on Part 1 of Annex A and to the Funds listed on Part 3 of Annex A. These Funds had net assets of approximately $9 billion as of June 30, 2008.

First International is an indirect majority owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment sub-advisory and management services to three Funds listed on Part 1 of Annex A and to the Funds listed on Part 4 of Annex A. These Funds had net assets of approximately $2 billion as of June 30, 2008.

Metropolitan West is an indirect majority owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment sub-advisory and management services to two Funds listed on Part 1 of Annex A and to the Funds listed on Part 5 of Annex A. These Funds had net assets of approximately $3.6 billion as of June 30, 2008.

J.L. Kaplan is an indirect wholly owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment sub-advisory and management services to one Fund listed on Part 1 of Annex A. This Fund had net assets of approximately $121 million as of June 30, 2008.

Golden Capital is an indirect minority owned subsidiary controlled by Wells Fargo (45% ownership) and is an investment adviser registered under the Advisers Act. It provides investment sub-advisory and management services to three Funds listed on Part 1 of Annex A and to the Funds listed on Part 6 of Annex A. These Funds had net assets of approximately $358 million as of June 30, 2008.

 

 

Evergreen Investment Services is an indirect wholly owned subsidiary of Wells Fargo and is a broker-dealer registered under the Exchange Act. It serves as principal underwriter for the 78 Funds listed on Part 1 of Annex B.

PIM, Inc. is an indirect wholly owned subsidiary of Prudential and is an investment adviser registered under the Advisers Act. It provides investment management and advisory services to 32 of the Funds listed on Part 1 of Annex C. These Funds had net assets of approximately $48 billion as of June 30, 2008.

PI LLC is an indirect wholly owned subsidiary of Prudential and is an investment adviser registered under the Advisers Act. It provides investment management and advisory services to all of the Funds listed on Part 1 of Annex C. These Funds had net assets of approximately $108 billion as of June 30, 2008.

Prudential Insurance is an indirect wholly owned subsidiary of Prudential and is an investment adviser registered under the Advisers Act. It serves as depositor for registered separate accounts, all of which are Funds (“Registered Separate Accounts”) that are listed on Part 1 of Annex E. These Registered Separate Accounts had net assets of approximately $50 billion as of June 30, 2008.

Jennison is an indirect wholly owned subsidiary of Prudential and is an investment adviser registered under the Advisers Act. It provides investment management and advisory services to 27 of the Funds listed on Part 1 of Annex C and to the Funds listed on Part 2 of Annex C. As of June 30, 2008, Jennison managed approximately $48 billion of these Funds’ net assets.

Bache is an indirect wholly owned subsidiary of Prudential and is an investment adviser registered under the Advisers Act. Bache recently became an investment adviser to a Fund, the Academic Strategies Asset Allocation Portfolio, a series of the Advanced Series Trust. As of October 7, 2008, Bache managed approximately $146 million of this Fund’s net assets.

 

 

 

QMA, LLC is an indirect wholly owned subsidiary of Prudential and is an investment adviser registered under the Advisers Act. It provides investment management and advisory services to 29 of the Funds listed on Part 1 of Annex C and to the Funds on Part 3 of Annex C. These Funds had aggregated assets of approximately $4 billion as of June 30, 2008.

Pruco is an indirect wholly owned subsidiary of Prudential and is a broker-dealer registered under the Exchange Act. It serves as principal underwriter for the 16 Funds listed on Part 1 of Annex D.

AST Investment is an indirect wholly owned subsidiary of Prudential and is an investment adviser registered under the Advisers Act. It provides investment management and advisory services to 55 of the Funds listed on Part 1 of Annex C. These Funds had net assets of approximately $44 billion as of June 30, 2008.

PAD is an indirect wholly owned subsidiary of Prudential and is a broker-dealer registered under the Exchange Act. It serves as principal underwriter for the 35 Funds listed on Part 2 of Annex D.

PIMS LLC is an indirect wholly owned subsidiary of Prudential and is a broker-dealer registered under the Exchange Act. It serves as principal underwriter for the 25 Funds listed on Part 3 of Annex D.

Pruco Life is an indirect wholly owned subsidiary of Prudential. It serves as depositor for the Registered Separate Accounts that are listed on Part 2 of Annex E. These Registered Separate Accounts had net assets of approximately $20 billion as of June 30, 2008.

 

 

Pruco Life NJ is an indirect wholly owned subsidiary of Prudential. It serves as depositor for the Registered Separate Accounts that are listed on Part 3 of Annex E.These Registered Separate Accounts had net assets of approximately $3 billion as of June 30, 2008.

PALAC is an indirect wholly owned subsidiary of Prudential. It serves as depositor for the Registered Separate Accounts that are listed on Part 4 of Annex E. These Registered Separate Accounts had net assets of approximately $36 billion as of June 30, 2008.

PRIAC is an indirect wholly owned subsidiary of Prudential. It serves as depositor for the Registered Separate Accounts that are listed on Part 5 of Annex E. These Registered Separate Accounts had net assets of approximately $33 million as of June 30, 2008.

WF Funds Management is an indirect wholly owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment advisory and management services to 134 Funds listed on Part 1 of Annex F. These Funds had net assets of approximately $164 billion as of June 30, 2008.

Wells Capital Management is an indirect wholly owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment sub-advisory and management services to 79 Funds listed on Part 1 of Annex F and to the Funds listed on Part 2 of Annex F. These Funds had net assets of approximately $156 billion as of June 30, 2008.

Peregrine is a direct wholly owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment sub-advisory and management services to four Funds listed on Part 1 of Annex F. These Funds had net assets of approximately $3 billion as of June 30, 2008.

Galliard is an indirect wholly owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment sub-advisory and management services to two Funds listed on Part 1 of Annex F. These Funds had net assets of approximately $1 billion as of June 30, 2008.

 

 

 

Nelson is an indirect wholly owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment sub-advisory and management services to one Fund listed on Part 1 of Annex F. This Fund had net assets of approximately $0.9 million as of December 31, 2008.

WF Funds Distributor is an indirect wholly owned subsidiary of Wells Fargo and is a broker-dealer registered under the Exchange Act. It serves as principal underwriter for the 134 Funds listed on Part 1 of Annex G.

Lowry Hill is a direct wholly owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment sub-advisory and management services to one Fund listed on Part 3 of Annex F. At January 21, 2009, this Fund had not yet commenced operations.

WFAAM is an indirect wholly owned subsidiary of Wells Fargo and is an investment adviser registered under the Advisers Act. It provides investment sub-advisory and management services to three Funds listed on Part 4 of Annex F. These Funds had net assets of approximately $188 million as of December 31, 2008.

On February 5, 2009, the Commission filed a complaint (the “Complaint”) against Wachovia Securities in the United States District Court for the Northern District of Illinois (the “District Court”) in a civil action captioned Securities and Exchange Commission v. Wachovia Securities, LLC. The Complaint alleges that Wachovia Securities violated Section 15(c) of the Exchange Act by marketing auction rate securities as highly liquid investments comparable to

 

 

cash or money market instruments and selling auction rate securities to its customers without adequately disclosing the risks involved in purchasing such securities. As a result of widespread auction failures beginning in February 2008, many customers who thought they had acquired liquid securities (equivalent to cash) were left with no market for their auction rate securities and no means of realizing the par value of their auction rate securities.

On January 27, 2009, Wachovia Securities executed a consent (the “Consent”) in which it neither admits nor denies any of the allegations in the Complaint, except as to jurisdiction, but consents to the entry of an injunction. On February 17, 2009, the District Court entered a judgment against Wachovia Securities (the “Judgment”) that enjoined Wachovia Securities, directly or through its officers, directors, agents and employees, from violating Section 15(c) of the Exchange Act (the “Injunction”).² Pursuant to the Consent, Wachovia Securities has agreed, among other things, to buy back eligible auction rate securities (as agent for one or more of its affiliates and not as principal) from certain classes of customers to whom it sold such securities and to provide liquidity loans to such customers prior to the completion of the buyback.

Section 9(a)(2) of the Act provides, in pertinent part, that a person may not serve or act as, among other things, an investment adviser or depositor of any investment company registered under the Act, or as principal underwriter for any registered open-end investment company, registered unit investment trust or registered face amount certificate company if the person, by reason of any misconduct, is permanently or temporarily enjoined from, among other things, engaging in or continuing any conduct or practice in connection with the purchase or sale of any security, or in connection with activities as an

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underwriter, broker or dealer. Section 9(a)(3) extends the prohibitions of Section 9(a)(2) to a company, any “affiliated person” of which is disqualified under the provisions of Section 9(a)(2). “Affiliated person” is defined in Section 2(a)(3) of the Act to include, among others,

(A) any person directly or indirectly owning, controlling, or holding with power to vote, five per centum or more of the outstanding voting securities of such other person; (B) any person five per centum or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held with power to vote, by such other person; (C) any person directly or indirectly controlling, controlled by, or under common control with, such other person.

Taken together, Sections 9(a)(2) and 9(a)(3) would have the effect of precluding each Applicant from acting as an adviser, subadviser or depositor for any Fund or as principal underwriter for any registered open-end company, registered face amount certificate company or UIT. The entry of the Injunction would result in a disqualification of each Applicant (other than Wachovia Securities) under Section 9(a)(3) because Wachovia Securities is an affiliated person of such Applicants and would, upon the entry of the Injunction, become subject to an injunction described in Section 9(a)(2). Other Covered Persons would be similarly disqualified pursuant to Section 9(a)(3) were they to act in any of the capacities listed in Section 9(a) with respect to a Fund.

Section 9(c) of the Act provides that, upon application, the Commission shall by order grant an exemption from the provisions of Section 9(a), either unconditionally or on an appropriate temporary or other conditional basis, to any person if that person establishes that: (1) the prohibitions of Section 9(a), as applied to the person, are unduly or disproportionately severe; or (2) the conduct of the person has been such as not to make it against the public interest or protection of investors to grant the exemption. In determining whether an exemption should be granted under Section 9(c), the Commission historically has

 

 

analyzed the facts and circumstances of each case and has focused particularly on whether the parties seeking relief had no involvement in, or have remedied the conduct that serves as, the basis for disqualification under Section 9(a).³

In support of their position that the Commission should issue the Orders, the Applicants assert the following.

   

The alleged conduct giving rise to the Injunction did not involve any of the Applicants acting in the capacity of investment adviser, subadviser or depositor to any Fund or in the capacity of principal underwriter for any open-end Fund, UIT or registered face amount certificate company. The legislative history of Section 9 indicates that the purpose of the Section “was to get rid of persons with criminal records, persons who were under injunctions from the courts of competent jurisdiction for improper practices in connection with securities.”⁴ At the time Section 9 was adopted, investment companies typically were managed by relatively small partnerships. It could not have been foreseen that investment advisers and other service providers to investment companies would in the future be part of large financial service organizations like the Applicants. As a result, the drafters of the provision could not have intended that Section 9 would operate as it does in the present case. That is, it was not intended that an investment company would have to be deprived of its management or distribution because of alleged violations that are not even remotely related to the manager’s or distributor’s activities. In the absence of improper practices relating to their Fund business, therefore, Applicants submit that Section 9(a) should not operate to bar them from serving the Funds and their shareholders.

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As a result of the foregoing, the conduct of the Fund Servicing Applicants has not been such to as to make it against the public interest or the protection of investors to grant the Application.

The inability of Evergreen Investment Management, Tattersall, First International, Metropolitan West, J.L. Kaplan, Golden Capital, PIM, Inc., PI LLC, Jennison, Bache, QMA, LLC, AST Investment, WF Funds Management, Wells Capital Management, Peregrine, Galliard, Nelson, Lowry Hill and WFAAM (the “Adviser Applicants”) to continue providing advisory and sub-advisory services to Funds would result in such Funds and their shareholders facing potential hardship. Neither the protection of investors nor the public interest would be served by permitting the Section 9(a) disqualifications to apply to the Adviser Applicants because those disqualifications would deprive the Funds of the advisory or sub-advisory services that shareholders expected the Funds would receive when they decided to invest in the Funds. Uncertainty caused by prohibiting the Adviser Applicants that currently serve as investment advisers to Funds from continuing to serve the Funds in an advisory or sub-advisory capacity would disrupt investment strategies and might result in large net redemptions of shares of the Funds, which could frustrate efforts to manage effectively the Funds’ assets and could increase the Funds’ expense ratios to the detriment of non-redeeming shareholders. In addition, disqualifying the Adviser Applicants could result in substantial costs because of the need to obtain shareholder approvals of new investment advisory or sub-advisory agreements with a new adviser or sub-adviser. The costs of obtaining such approvals could be substantial and would

 

 

include: (1) the costs of identifying a suitable successor investment adviser or sub-adviser; (2) the costs of calling a special meeting of the boards of directors of the Funds; (3) the costs of preparing, printing and mailing proxy materials to all shareholders; (4) the cost of actively soliciting shareholder proxies and tabulating those proxies; and (5) the costs of holding the shareholder meetings. The prohibitions of Section 9(a) could, therefore, operate to the financial detriment of the Funds and their shareholders.

Similarly, the inability of Evergreen Investment Services, Pruco, PAD, PIMS LLC and WF Funds Distributor (the “Underwriters”) to continue to serve as principal underwriter to Funds (or, as applicable, as principal underwriter to the registered products issued through the Funds) would result in potential hardship to such Funds and their shareholders. Neither the protection of investors nor the public interest would be served by permitting the Section 9(a) disqualifications to apply to the Underwriters because to do so would deprive the shareholders of those Funds of services they selected in investing in the Funds. In addition, the Funds would have to expend time and other resources to engage substitute principal underwriters, which would not, in any event, be able to replicate the selling network established by the Underwriters. The prohibitions of Section 9(a) could, therefore, operate to the detriment of the financial interests of such Funds and their shareholders.

Finally, the inability of Prudential Insurance, Pruco Life, Pruco Life NJ, PALAC and PRIAC (the “Depositors”) to continue to serve as depositors to the Registered Separate Accounts would result in potential hardship to the Registered Separate Accounts, their contract holders and the Funds whose securities are owned by the Registered Separate Accounts. Neither the protection of investors nor the public interest would be served by permitting the Section 9(a) disqualifications to apply to the Depositors because to do so would deprive the contract holders

 

 

of services they selected in investing in the Registered Separate Accounts. In addition, the Depositors would have to expend time and other resources to engage substitute depositors. This could impose burdens on contract holders as well as the Funds the shares of which are owned by the Registered Separate Accounts, as such Funds may have to negotiate new arrangements under which shares of such Funds will be sold to the Registered Separate Accounts. The prohibitions of Section 9(a) could, therefore, operate to the detriment of the financial interests of such Registered Separate Accounts and their shareholders.

If the Adviser Applicants were barred under Section 9(a) from providing investment advisory services to Funds and were unable to obtain the requested exemption, the effect on their businesses and employees would be severe. The Adviser Applicants have committed substantial resources to establishing expertise in advising and sub-advising Funds. Prohibiting the Adviser Applicants from providing advisory or sub-advisory services to the Funds would not only adversely affect their business, but would also adversely affect their employees that are involved in these activities. The Applicants employ over 3700 employees who are involved in the provisions of advisory, depository and underwriting services to the Funds. The Adviser Applicants also have committed an extensive amount of capital to support their advisory and sub-advisory business. For these reasons, the imposition of the Section 9(a) disqualification on the Adviser Applicants would be unduly and disproportionately severe.

Similarly, if the Underwriters were barred under Section 9(a) from continuing to provide underwriting services to the Funds and were unable to obtain the requested exemption, the effect on their current business and employees would be severe. The Underwriters have committed substantial resources to establishing expertise in underwriting the securities of Funds.

 

 

Prohibiting the Underwriters from serving as principal underwriters to the Funds would not only adversely affect their current business, but also their employees that are involved in these activities. The Underwriters have committed an extensive amount of capital to support their underwriting activities. For these reasons, the imposition of the Section 9(a) disqualification on the Underwriters would be unduly and disproportionately severe.

Similarly, if the Depositors were barred under Section 9(a) from continuing to serve as depositors to the Registered Separate Accounts and were unable to obtain the requested exemption, the effect on their current business and employees would be severe. The Depositors have committed substantial resources to developing expertise in establishing the Registered Separate Accounts. Prohibiting the Depositors from serving as depositors to the Registered Separate Accounts would not only adversely affect their current business, but also their employees that are involved in these activities. The Depositors have committed an extensive amount of capital to support these activities. For these reasons, the imposition of the Section 9(a) disqualification on the Depositors would be unduly and disproportionately severe.

Alleged Conduct and Applicants’ Fund Business

The conduct alleged in the Complaint did not involve any of the Applicants acting in the capacity of investment adviser, sub-adviser, depositor or principal underwriter for any Fund. Therefore, the Applicants believe that the conduct of the Applicants has been such as not to make it against the public interest or the protection of investors to grant the exemption from Section 9(a).

Applicants note that (i) none of the current or former directors, officers or employees of the Fund Servicing Applicants had any responsibility for, or had any involvement in, the conduct

 

 

alleged in the Complaint; (ii) the personnel at Wachovia Securities who were involved in the violations alleged in the Complaint have had no and will not have any future involvement in providing advisory, sub-advisory, depository or underwriting services to Funds; and (iii) because the personnel of the Fund Servicing Applicants did not have any involvement in the alleged misconduct, shareholders of Funds that received investment advisory, depositor and principal underwriting services from the Fund Servicing Applicants were not affected any differently than if those Funds had received services from any other non-affiliated investment adviser, depositor or principal underwriter.

After extensive investigation, the Commission staff and Wachovia Securities have negotiated a settlement reflected in the Complaint, the Consent and the Judgment. Wachovia Securities has agreed to cooperate with the Commission in connection with any judicial or administrative proceeding or investigation to which the Commission is a party in connection with this action. In addition, Wachovia Securities has agreed to take certain remedial measures, including buying back eligible auction rate securities (as agent for one or more of its affiliates and not as principal) from certain classes of customers to whom it sold such securities and providing liquidity loans to such customers prior to the conclusion of the buyback. Wachovia Securities will also notify investors that an independent arbitrator under the auspices of the Financial Industry Regulatory Authority will be available for the purposes of arbitrating consequential damages claims. As a result of the foregoing, the Applicants respectfully submit that granting an exemption as requested in the Application would be consistent with the public interest and the protection of investors.

 

 

To provide further assurance that the exemptive relief being requested herein would be consistent with the public interest and the protection of the investors, the Applicants agree that they will, as soon as reasonably practical, distribute written materials, including an offer to meet in person to discuss the materials, to the boards of directors (“Boards”) of the Funds for which the Applicants serve as investment adviser, investment subadviser or principal underwriter, including the directors who are not “interested persons” of such Funds as defined in Section 2(a)(19) of the Act and their independent legal counsel as defined in Rule 0-1(a)(6) under the Act, of the circumstances that led to the Injunction, any impact on the Funds and this Application. The Applicants undertake to provide such Funds’ Boards with all information concerning the Injunction and this Application necessary for those Funds to fulfill their disclosure and other obligations under the federal securities laws.

Wachovia Corporation, Evergreen Investment Management, Evergreen Investment Services, First International Advisors (doing business as Evergreen International Advisors), J.L. Kaplan, SouthTrust Investment Advisors, A Division of SouthTrust Bank, and Tattersall obtained an exemptive order under Section 9(c) in 2005.⁵ The application was submitted because of an injunction imposed on Wachovia Corporation and First Union Corporation for certain violations of the reporting and proxy disclosure provisions of Sections 13(a) and 14(a) of the Exchange Act in connection with the 2001 merger between Wachovia Corporation and First Union Corporation.

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Prudential and its affiliates have recently obtained an exemptive order under Section 9(c) because of an injunction imposed against Prudential for certain violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act.⁶  The injunction relates to Prudential’s improper recording of income for 2000, 2001 and 2002 in the consolidated financial statements included in its periodic filing for the years 2001 and 2002.

An affiliate of Prudential, Prudential Securities Incorporated (“PSI”), obtained such an order in 1991.⁷ The application dealt with certain employees of PSI who were subject to securities-related injunctions at the time they became employees of PSI, thus disqualifying PSI from serving as investment adviser or depositor for any registered investment company, or principal underwriter for any registered open-end company, unit investment trust or registered face amount certificate company under Section 9(a) of the Act. PSI had obtained clearance for the hiring of these employees through the provisions of Rule 19h-1 under the Exchange Act but had failed to appreciate that an application for exemptive relief under Section 9(a) remained necessary.

In 1988, Wells Fargo Bank N.A. and Wells Fargo Investment Advisors obtained such an order.⁸  The application arose after the Commodity Futures Trading Commission (the “CFTC”) filed a civil complaint in the U.S. District Court for the Central District of California alleging

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that “Wells Fargo Gold Market Certificates” had been offered and sold to members of the general public in violation of the CFTC rule requiring that such instruments be traded only on a CFTC-designated contract market. The relevant parties were enjoined from directly or indirectly engaging in any transaction involving a commodity option in violation of any CFTC rule, regulation or order.

The Applicants agree that any order granted by the Commission pursuant to this Application will be subject to the following condition:

Any temporary exemption granted pursuant to the Application shall be without prejudice to, and shall not limit the Commission’s rights in any manner with respect to, any Commission investigation of, or administrative proceedings involving or against, Covered Persons, including, without limitation, the consideration by the Commission of a permanent exemption from Section 9(a) of the Act requested pursuant to the Application or the revocation or removal of any temporary exemptions granted under the Act in connection with the Application.

For the reasons set forth above, Applicants meet the standards for exemption specified in Section 9(c) of the Act and, therefore, respectfully apply, on behalf of themselves and the Covered Persons, for the entry of the Orders by the Commission.

Pursuant to Rule 0-2(f) under the Act, the Applicants state that their addresses are as indicated on the cover page of this Application and further state that all communications or questions concerning this Application should be directed to:

Doug Kelly

Wachovia Securities, LLC

One North Jefferson Avenue

St. Louis, MO 63103

 

 

Kathryn Quirk

Prudential Financial, Inc.

751 Broad Street

Newark, NJ 07102

with a copy to:

David S. Huntington

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

(212) 373-3124

 

Kenneth J. Berman

Debevoise & Plimpton LLP

555 13th Street NW

Washington, DC 20004

(202) 383-8000

 

The Applicants request that the Commission issue the requested Orders pursuant to Rule 0-5 under the Act without conducting a hearing.

Pursuant to Rule 0-2(c)(l) under the Act, each Applicant states that under the provisions of each Applicant’s governing instruments, the responsibility for the management of its affairs and business is vested in its Chief Executive Officer, Board of Directors, officers or other governing body, as applicable. Each Applicant represents that the undersigned individual is authorized to file this Application in its name and on its behalf. The authorizations required by Rule 0-2(c)(l) under the Act are included in Exhibits A-1 through A-30 and the verifications required by Rule 0-2(d) under the Act are included in the signature pages to this Application.

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-1 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-2 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-3 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-4 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the  17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-5 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-6 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-7 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-8 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-9 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-10 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-11 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-12 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-13 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-14 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the  17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-15 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-16 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-17 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-18 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-19 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-20 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-21 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on their behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-22 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-23 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-24 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-25 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-26 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-27 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-28 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-29 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

The Applicant named below has caused this Application to be duly signed on its behalf on the 17th day of February, 2009. The authorization required by Rule 0-2(c) under the Act is included in Exhibit A-30 to this Application. All action by stockholders, directors or other persons necessary to authorize the undersigned to execute and file this Application has been taken. The undersigned is familiar with the Application, and the contents thereof, and the facts therein set forth relating to the Applicant named below are true to the best of the undersigned’s knowledge, information and belief.

 

 

 

 

Exhibit A-1

Authorization

Officer’s Certificate

The undersigned, being duly elected Vice President and Assistant Secretary of Wachovia Securities, LLC (Wachovia Securities) does hereby certify that this Application is signed by David Hebner, Senior Vice President of Wachovia Securities, pursuant to the general authority vested in him as such under Section 14.5 of Wachovia Securities’ Limited Liability Company Operating Agreement.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-2

Authorization

Officer’s Certificate

The undersigned, being duly elected Vice President and Assistant Secretary of Evergreen Investment Management Company, LLC (Evergreen Investment Management) does hereby certify that this Application is signed by Michael H. Koonce, a Senior Vice President and the Secretary of Evergreen Investment Management, pursuant to the general authority vested in him as such under Section 4 of Evergreen Investment Management’s operating agreement and related resolutions.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-3

Authorization

Officer’s Certificate

The undersigned, being the duly elected Senior Vice President of Tattersall Advisory Group, Inc. (Tattersall), does hereby certify that this Application is signed by Michael H. Koonce, the Secretary of Tattersall, pursuant to the general authority vested in him as such under Article V, Section 8 of Tattersall’s operating agreement.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-4

Authorization

Officer’s Certificate

The undersigned, being duly elected Director of First International Advisors, LLC (First International) does hereby certify that this Application is signed by Peter M. Wilson, a Director of First International, pursuant to the general authority vested in him as such under Section 7.3 of First International’s operating agreement.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-5

Authorization

Officer’s Certificate

The undersigned, being duly elected President of Metropolitan West Capital Management, LLC (Metropolitan West) does hereby certify that this Application is signed by Michael H. Koonce, Secretary of Metropolitan West, pursuant to the general authority vested in him as such under Article IV, Section 4.1, of Metropolitan West’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-6

Authorization

Officer’s Certificate

The undersigned, being duly elected Vice President and Assistant Secretary of J. L. Kaplan Associates, LLC (J. L. Kaplan) does hereby certify that this application is signed by Michael H. Koonce, Secretary of J. L. Kaplan, pursuant to the general authority vested in him as such under section 7(b) of J. L. Kaplan's operating agreement and related resolutions.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-7

Authorization

Officer’s Certificate

The undersigned, being duly elected General Counsel and Chief Compliance Officer of Golden Capital Management, LLC (Golden Capital) does hereby certify that this Application is signed by Greg W. Golden, President of GCM Partners, Inc., the Managing Member of Golden Capital, pursuant to specific authority granted to him by action of the Board of Directors of GCM Partners, Inc., the Managing Member of Golden Capital.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

 

Exhibit A-8

Authorization

Officer’s Certificate

The undersigned, being duly elected Vice President and Assistant Secretary of Evergreen Investment Services, Inc. (Evergreen Investment Services), does hereby certify that this Application is signed by Michael H. Koonce, a Senior Vice President and the Secretary of Evergreen Investment Services, pursuant to the general authority vested in him as such under Sections 3(B) and 4 of Evergreen Investment Services’ by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

Exhibit A-9

Authorization

Officer’s Certificate

The undersigned, being duly elected Assistant Secretary of Prudential Investment Management, Inc (PIM, Inc.) does hereby certify that this Application is signed by John L. Bronson, Vice President of PIM, Inc., pursuant to the general authority vested in him as such under Article V of PIM, Inc.’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-10

Authorization

Officer’s Certificate

The undersigned, being the duly elected Vice President and Assistant Secretary of Prudential Investments LLC (PI LLC), does hereby certify that this Application is signed by Robert F. Gunia, Executive Vice President of PI LLC, pursuant to the general authority vested in him as such under Section 4.4(b) of PI LLC’s operating agreement.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-11

Authorization

Officer’s Certificate

The undersigned, being duly elected Vice President, Secretary and Corporate Governance Officer of The Prudential Insurance Company of America (Prudential Insurance) does hereby certify that this Application is signed by Thomas C. Castano, a Vice President and Corporate Counsel of Prudential Insurance, pursuant to the general authority vested in him as such under Article IV of Prudential Insurance’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

Exhibit A-12

Authorization

Officer’s Certificate

The undersigned, being duly elected Vice President and Secretary of Jennison Associates LLC (Jennison) does hereby certify that this Application is signed by Mehdi Mahmud, Vice Chairman, Director, Managing Director and Chief Operating Officer of Jennison Associates LLC, pursuant to the general authority vested in him as such under Article VIII, Section 8.03 of Jennison’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-13

Authorization

Officer’s Certificate

The undersigned, being duly elected Assistant Secretary of Prudential Bache Asset Management, Inc. (Bache) does hereby certify that this Application is signed by Ronald J. Ivans, President of Bache, pursuant to the general authority vested in him as such under Article 3 of Bache’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-14

Authorization

Officer’s Certificate

The undersigned, being duly elected Assistant Secretaryof Quantitative Management Associates LLC (QMA LLC) does hereby certify that this Application is signed by Scott L. Hayward, Chief Executive Officer of QMA LLC, pursuant to the general authority vested in her as such under Article VII of QMA LLC’s operating agreement.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

 

Exhibit A-15

Authorization

Officer’s Certificate

The undersigned, being duly elected Assistant Secretary of Pruco Securities, LLC (Pruco) does hereby certify that this Application is signed by Sandra Cassidy, Chief Legal Officer of Pruco, pursuant to the general authority vested in her as such under Article VII of the Pruco’s operating agreement.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

 

Exhibit A-16

Authorization

Officer’s Certificate

The undersigned, being the duly elected Vice President and Secretary of AST Investment Services, Inc. (AST), does hereby certify that this Application is signed by Robert F. Gunia, Executive Vice President of AST, pursuant to the general authority vested in him as such under Article VI, Section 6 of AST’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

 

Exhibit A-17

Authorization

Officer’s Certificate

The undersigned, being the duly elected Assistant Secretary of Prudential Annuities Distributors, Inc. (PAD), does hereby certify that this Application is signed by Robert F. O’Donnell, Senior Vice President of PAD, pursuant to the general authority vested in him as such under Article V of PAD’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

 

Exhibit A-18

Authorization

Officer’s Certificate

The undersigned, being duly elected Secretary of Prudential Investment Management Services LLC (PIMS LLC) does hereby certify that this Application is signed by Charles F. Lowrey, President of PIMS LLC, pursuant to the general authority vested in him as such under Article VII, Section 7.2(a) of PIMS LLC’s operating agreement.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-19

Authorization

Officer’s Certificate

The undersigned, being duly elected Assistant Secretary of Pruco Life Insurance Company (Pruco Life) does hereby certify that this Application is signed by Thomas C. Castano, Chief Legal Officer of Pruco Life, pursuant to the general authority vested in him as such under Article VI, Section 6.03 of Pruco Life’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

 

Exhibit A-20

Authorization

Officer’s Certificate

The undersigned, being duly elected Assistant Secretary of Pruco Life Insurance Company of New Jersey (Pruco Life NJ) does hereby certify that this Application is signed by Thomas C. Castano, Chief Legal Officer of Pruco Life NJ, pursuant to the general authority vested in him as such under Article III of Pruco Life NJ’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-21

Authorization

Officer’s Certificate

The undersigned, being duly elected Assistant Secretary of Prudential Annuities Life Assurance Corporation (PALAC) does hereby certify that this Application is signed by Robert F. O'Donnell, Senior Vice President of PALAC, pursuant to the general authority vested in him as such under Article V of PALAC’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-22

Authorization

Officer’s Certificate

The undersigned, being duly elected Vice President & Assistant Secretary of Prudential Retirement Insurance and Annuity Company (PRIAC) does hereby certify that this Application is signed by James M. O’Connor, Senior Vice President & Chief Actuary of PRIAC, pursuant to the general authority vested in him as such under Article VII, Section 4 of PRIAC’s bylaws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-23

Authorization

Officer’s Certificate

The undersigned, being duly elected Senior Vice President and Secretary of Wells Fargo Funds Management, LLC (WFFM), does hereby certify that this Application is signed by Karla M. Rabusch, President of WFFM, pursuant to the general authority vested in her as such under WFFM’s limited liability company agreement.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-24

Authorization

Officer’s Certificate

The undersigned, being duly elected Senior Vice President and Treasurer of Galliard Capital Management, Inc. (Galliard), does hereby certify that this Application is signed by Michael J. Hogan, Chairman and President of Galliard, pursuant to the general authority vested in him as such under Galliard’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-25

Authorization

Officer’s Certificate

The undersigned, being duly elected Chief Compliance Officer of Lowry Hill Investment Advisors, Inc. (Lowry Hill), does hereby certify that this Application is signed by James P. Steiner, President of Lowry Hill, pursuant to the general authority vested in him as such under Lowry Hill’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-26

Authorization

Officer’s Certificate

The undersigned, being duly elected Secretary of Wells Fargo Private Investment Advisors, LLC (WFPIA), does hereby certify that this Application is signed by Scott C. Benner, President and Chief Executive Officer of WFPIA, pursuant to the general authority vested in him as such under WFPIA’s Limited Liability Company Agreement.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-27

Authorization

Officer’s Certificate

The undersigned, being duly elected Senior Vice President, Chief Financial Officer and Chief Compliance Officer of Peregrine Capital Management, Inc. (Peregrine), does hereby certify that this Application is signed by Robert B. Mersky, President and Chief Executive Officer of Peregrine, pursuant to the general authority vested in him as such under Peregrine’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-28

Authorization

Officer’s Certificate

The undersigned, being duly elected Secretary of Wells Capital Management Incorporated (WCM), does hereby certify that this Application is signed by Robert W. Bissell, President of WCM, pursuant to the general authority vested in him as such under WCM’s by-laws.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-29

Authorization

Officer’s Certificate

The undersigned, being duly elected Secretary of Wells Fargo Alternative Asset Management, LLC (WFAAM), does hereby certify that this Application is signed by Daniel J. Rauchle, President of WFAAM, pursuant to the general authority vested in him as such under WFAAM’s Limited Liability Company Agreement.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Exhibit A-30

Authorization

Officer’s Certificate

The undersigned, being duly elected Assistant Vice President of Wells Fargo Funds Distributor, LLC (WFFD), does hereby certify that this Application is signed by Cara Peck, President of WFFD, pursuant to the general authority vested in her as such under WFFD’s limited liability company agreement.

IN WITNESS WHEREOF, I have set my hand this 17th day of February, 2009.

 

 

 

 

Annex A

 

Part 1

 

Funds for which Evergreen Investment Management Company, LLC provides investment advisory and management services

 

1. EVERGREEN SELECT FIXED INCOME TRUST (6 Series)

1)    Evergreen International Bond Fund (a)

2)    Evergreen Core Bond Fund (b)

3)    Evergreen Select High Yield Bond Fund (b)

4)    Evergreen Intermediate Municipal Bond Fund

5)    Evergreen Adjustable Rate Fund (b)

6)    Evergreen Short Intermediate Bond Fund (b)

 

2. EVERGREEN SELECT EQUITY TRUST (3 series)

7)    Evergreen Special Equity Fund

8)    Evergreen Strategic Growth Fund

9)    Evergreen Equity Index Fund

 

3. EVERGREEN SELECT MONEY MARKET TRUST (6 series)

10)  Evergreen Institutional Money Market Fund

11)  Evergreen Institutional Municipal Money Market Fund

12)  Evergreen Institutional Treasury Money Market Fund

13)  Evergreen Institutional 100% Treasury Money Market Fund

14)  Evergreen Institutional U.S. Government Money Market Fund

15)  Evergreen Prime Cash Management Money Market Fund

 

4. EVERGREEN MUNICIPAL TRUST (7 series)

16)  Evergreen California Municipal Bond Fund

17)  Evergreen Pennsylvania Municipal Bond Fund

18)  Evergreen North Carolina Municipal Bond Fund

19)  Evergreen High Income Municipal Bond Fund

20)  Evergreen Municipal Bond Fund

21)  Evergreen Short-Intermediate Municipal Bond Fund

22)  Evergreen Strategic Municipal Bond Fund

 

5. EVERGREEN EQUITY TRUST (27 series)

23)  Evergreen Diversified Capital Builder Fund

24)  Evergreen Asset Allocation Fund

25)  Evergreen Growth Fund

26)  Evergreen Enhanced S&P 500 ® Fund

27)  Evergreen Large Company Growth Fund

28)  Evergreen Mid Cap Growth Fund

29)  Evergreen Omega Fund

30)  Evergreen Small-Mid Growth Fund

 

 

 

31)  Evergreen Disciplined Small-Mid Value Fund

32)  Evergreen Disciplined Value Fund

33)  Evergreen Equity Income Fund

34)  Evergreen Fundamental Large Cap Fund

35)  Evergreen Fundamental Mid Cap Value Fund

36)  Evergreen Golden Core Opportunities Fund (d)

37)  Evergreen Golden Large Cap Core Fund (d)

38)  Evergreen Golden Mid Cap Core Fund (d)

39)  Evergreen Intrinsic Value Fund (c)

40)  Evergreen Small Cap Value Fund (e)

41)  Evergreen Special Values Fund

42)  Evergreen Health Care Fund

43)  Evergreen Utility and Telecommunications Fund

44)  Evergreen Market Index Fund

45)  Evergreen Market Index Growth Fund

46)  Evergreen Market Index Value Fund

47)  Evergreen Envision Growth Fund

48)  Evergreen Envision Growth and Income Fund

49)  Evergreen Envision Income Fund

 

6. EVERGREEN FIXED INCOME TRUST (6 series)

50)  Evergreen Core Plus Bond Fund (b)

51)  Evergreen High Income Fund (b)

52)  Evergreen Institutional Mortgage Portfolio (b)

53)  Evergreen Diversified Income Builder Fund

54)  Evergreen U.S. Government Fund (b)

55)  Evergreen Ultra Short Opportunities Fund (b)

 

7. EVERGREEN INTERNATIONAL TRUST (6 series)

56)  Evergreen Emerging Markets Growth Fund

57)  Evergreen Global Large Cap Equity Fund

58)  Evergreen Global Opportunities Fund

59)  Evergreen International Equity Fund

60)  Evergreen Intrinsic World Equity Fund (c)

61)  Evergreen Precious Metals Fund

 

8. EVERGREEN MONEY MARKET TRUST (8 series)

62)  Evergreen California Municipal Money Market Fund

63)  Evergreen Money Market Fund

64)  Evergreen Municipal Money Market Fund

65)  Evergreen New Jersey Municipal Money Market Fund

66)  Evergreen New York Municipal Money Market Fund

67)  Evergreen Pennsylvania Municipal Money Market Fund

68)  Evergreen Treasury Money Market Fund

69)  Evergreen U.S. Government Money Market Fund

 

 

 

9. EVERGREEN VARIABLE ANNUITY TRUST (9 series)

70)  Evergreen VA Diversified Capital Builder Fund

71)  Evergreen VA Core Bond Fund (b)

72)  Evergreen VA Diversified Income Builder Fund

73)  Evergreen VA Fundamental Large Cap Fund

74)  Evergreen VA Growth Fund

75)  Evergreen VA High Income Fund (b)

76)  Evergreen VA International Equity Fund

77)  Evergreen VA Omega Fund

78)  Evergreen VA Special Values Fund

 

10. Evergreen Income Advantage Fund (b)

 

11. Evergreen Multi-Sector Income Fund (a), (b)

 

12. Evergreen Utilities and High Income Fund (b)

 

13. Evergreen International Balanced Income Fund (a)

 

14. Evergreen Global Dividend Opportunity Fund

 

______________

 

(a)   Fund is sub-advised by First International Advisors, LLC.

(b)   Fund is sub-advised by Tattersall Advisory Group, Inc.

(c)   Fund is sub-advised by Metropolitan West Capital Management, LLC.

(d)   Fund is sub-advised by Golden Capital Management, LLC.

(e)   Fund is sub-advised by J.L. Kaplan Associates, LLC

 

_______________

 

 

 

 

Part 2

 

Funds not affiliated with Wells Fargo for which Evergreen Investment Management Company, LLC provides investment advisory and management services

 

1. TRANSAMERICA FUNDS

       

2. AIG RETIREMENT COMPANY I

           

3. EQ ADVISORS TRUST

 

4. ING INVESTORS TRUST

   

5. MANAGERS FUNDS

 

6. MMA PRXIS MUTUAL FUNDS

 

 

 

Part 3

Funds not affiliated with Wells Fargo for which Tattersall Advisory Group, Inc. provides investment advisory and management services

1. NEW COVENANT FUNDS

   

 

 

Part 4

Funds not affiliated with Wells Fargo for which First International Advisors, LLC provides investment advisory and management services

1. EQ ADVISORS TRUST

 

 

 

 

Part 5

Funds not affiliated with Wells Fargo for which Metropolitan West Capital Management, LLC provides investment advisory and management services

1. AMERICAN BEACON FUNDS

2. NORTHERN FUNDS

   

3. UBS PACE SELECT ADVISORS TRUST

 

4. RIVERSOURCE MANAGERS SERIES, INC.

5. THE HARTFORD MUTUAL FUNDS, INC.

6. HARTFORD HLS SERIES FUND, INC.

 

 

 

Part 6

 

Funds not affiliated with Wells Fargo for which Golden Capital Management, LLC provides investment advisory and management services

1. FORUM FUNDS

   

 

 

 

Annex B

 

Part 1

Funds for which Evergreen Investment Services, Inc. serves as principal underwriter

1. EVERGREEN SELECT FIXED INCOME TRUST (6 Series)

1)    Evergreen International Bond Fund

2)    Evergreen Core Bond Fund

3)    Evergreen Select High Yield Bond Fund

4)    Evergreen Intermediate Municipal Bond Fund

5)    Evergreen Adjustable Rate Fund

6)    Evergreen Short Intermediate Bond Fund

2. EVERGREEN SELECT EQUITY TRUST (3 series)

7)    Evergreen Special Equity Fund

8)    Evergreen Strategic Growth Fund

9)    Evergreen Equity Index Fund

3. EVERGREEN SELECT MONEY MARKET TRUST (6 series)

10)  Evergreen Institutional Money Market Fund

11)  Evergreen Institutional Municipal Money Market Fund

12)  Evergreen Institutional Treasury Money Market Fund

13)  Evergreen Institutional 100% Treasury Money Market Fund

14)  Evergreen Institutional U.S. Government Money Market Fund

15)  Evergreen Prime Cash Management Money Market Fund

4. EVERGREEN MUNICIPAL TRUST (7 series)

16)  Evergreen California Municipal Bond Fund

17)  Evergreen Pennsylvania Municipal Bond Fund

18)  Evergreen North Carolina Municipal Bond Fund

19)  Evergreen High Income Municipal Bond Fund

20)  Evergreen Municipal Bond Fund

21)  Evergreen Short-Intermediate Municipal Bond Fund

22)  Evergreen Strategic Municipal Bond Fund

5. EVERGREEN EQUITY TRUST (27 series)

23)  Evergreen Diversified Capital Builder Fund

24)  Evergreen Asset Allocation Fund

25)  Evergreen Growth Fund

26)  Evergreen Enhanced S&P 500 ® Fund

27)  Evergreen Large Company Growth Fund

28)  Evergreen Mid Cap Growth Fund

29)  Evergreen Omega Fund

30)  Evergreen Small-Mid Growth Fund

31)  Evergreen Disciplined Small-Mid Value Fund

32)  Evergreen Disciplined Value Fund

33)  Evergreen Equity Income Fund

 

 

 

34)  Evergreen Fundamental Large Cap Fund

35)  Evergreen Fundamental Mid Cap Value Fund

36)  Evergreen Golden Core Opportunities Fund

37)  Evergreen Golden Large Cap Core Fund

38)  Evergreen Golden Mid Cap Core Fund

39)  Evergreen Intrinsic Value Fund

40)  Evergreen Small Cap Value Fund

41)  Evergreen Special Values Fund

42)  Evergreen Health Care Fund

43)  Evergreen Utility and Telecommunications Fund

44)  Evergreen Market Index Fund

45)  Evergreen Market Index Growth Fund

46)  Evergreen Market Index Value Fund

47)  Evergreen Envision Growth Fund

48)  Evergreen Envision Growth and Income Fund

49)  Evergreen Envision Income Fund

6. EVERGREEN FIXED INCOME TRUST (6 series)

50)  Evergreen Core Plus Bond Fund

51)  Evergreen High Income Fund

52)  Evergreen Institutional Mortgage Portfolio

53)  Evergreen Diversified Income Builder Fund

54)  Evergreen U.S. Government Fund

55)  Evergreen Ultra Short Opportunities Fund

7. EVERGREEN INTERNATIONAL TRUST (6 series)

56)  Evergreen Emerging Markets Growth Fund

57)  Evergreen Global Large Cap Equity Fund

58)  Evergreen Global Opportunities Fund

59)  Evergreen International Equity Fund

60)  Evergreen Intrinsic World Equity Fund

61)  Evergreen Precious Metals Fund

8. EVERGREEN MONEY MARKET TRUST (8 series)

62)  Evergreen California Municipal Money Market Fund

63)  Evergreen Money Market Fund

64)  Evergreen Municipal Money Market Fund

65)  Evergreen New Jersey Municipal Money Market Fund

66)  Evergreen New York Municipal Money Market Fund

67)  Evergreen Pennsylvania Municipal Money Market Fund

68)  Evergreen Treasury Money Market Fund

69)  Evergreen U.S. Government Money Market Fund

9. EVERGREEN VARIABLE ANNUITY TRUST (9 series)

70)  Evergreen Diversified Capital Builder

71)  Evergreen VA Core Bond Fund

72)  Evergreen VA Diversified Income Builder Fund

 

 

 

73)  Evergreen VA Fundamental Large Cap Fund

74)  Evergreen VA Growth Fund

75)  Evergreen VA High Income Fund

76)  Evergreen VA International Equity Fund

77)  Evergreen VA Omega Fund

78)  Evergreen VA Special Values Fund

 

 

 

Annex C

 

Part 1

Funds for which PI LLC provides investment management and advisory services

JENNISONDRYDEN MUTUAL FUNDS

 

 

 

 

Target Funds

Insurance Funds

 

 

 

 

 

^*Funds marked with ^* are sub-advised by Jennison.

^†† Funds marked with ^†† are sub-advised or co-managed by AST Investment.

^@Funds marked with ^@ are sub-advised by Prudential Investment Management

^$Funds marked with ^$ are sub-advised by Quantitative Management Associates

 

 

 

Part 2

 

Funds not affiliated with Prudential for which Jennison provides investment management and advisory services

 

 

 

Part 3

 

Funds not affiliated with Prudential for which QMA provides investment management and advisory services

 

 

Annex D

 

Part 1

 

Products for which Pruco serves as principal underwriter

 

 

 

Part 2

 

Funds for which PAD serves as principal underwriter

 

Class L, Class M and/or Class X Shares of the following:

 

Registered Insurance Products

 

 

 

 

 

Part 3

 

Registered Insurance Products and Funds for which PIMS LLC serves as principal underwriter

JENNISONDRYDEN MUTUAL FUNDS

 

 

 

 

 

 

Target Funds

 

 

 

 

 

 

Annex E

Part 1

 

Registered Separate Accounts for which Prudential Insurance

serves as depositor

 

 

 

Part 2

 

Registered Separate Accounts for which

Pruco Life serves as depositor

 

 

Part 3

 

Registered Separate Accounts for which Pruco Life NJ

serves as depositor

 

 

 

Part 4

 

Registered Separate Accounts for which PALAC

serves as depositor

 

 

Part 5

 

Registered Separate Accounts for which PRIAC

serves as depositor

 

 

 

Annex F

Part 1

 

Funds for which Wells Fargo Funds Management, LLC provides investment advisory and management services

 

1. WELLS FARGO FUNDS TRUST (99 Series)

 

 

 

 

 

2. WELLS FARGO VARIABLE TRUST (12 Series)

 

3. WELLS FARGO MASTER TRUST (23 Series)

 

 

 

 

(a) Fund is sub-advised by Wells Capital Management Incorporated.

(b) Fund is sub-advised by Peregrine Capital Management, Inc.

(c) Fund is sub-advised by Galliard Capital Management, Inc.

(d) Fund is sub-advised by Wells Fargo Private Investment Advisors, LLC d/b/a Nelson Capital Management.

 

 

 

Part 2

 

Funds not affiliated with Wells Fargo for which Wells Capital Management Incorporated provides investment advisory and sub-advisory and management services

 

1) Small Cap Aggressive Growth Fund ^#

 

 

 

 

 

 

 

1) NVIT Multi-Manager Large Cap Growth Fund ^#

 

 

 

 

 

 

 

 

 

______________

 

^#Funds marked with ^# are sub-advised or co-managed by Wells Capital Management Incorporated.

_______________

 

Part 3

 

Funds not affiliated with Wells Fargo for which Lowry Hill Investment Advisors, Inc. provides investment advisory and management services

 

1. THE ADVISORS' INNER CIRCLE FUND II

   

 

 

Part 4

Funds for which Wells Fargo Alternative Asset Management, LLC provides investment advisory and management services

1. WELLS FARGO MULTI-STRATEGY 100 FUND I, LLC

 

2. WELLS FARGO MULTI-STRATEGY 100 MASTER FUND I, LLC

 

3. WELLS FARGO MULTI-STRATEGY 100 TEI FUND I, LLC

 

 

Annex G

Part 1

Funds for which Wells Fargo Funds Distributor, LLC serves as principal underwriter

 

1. WELLS FARGO FUNDS TRUST (99 Series)

 

 

 

 

 

2. WELLS FARGO VARIABLE TRUST (12 Series)

 

3. WELLS FARGO MASTER TRUST (23 Series)