SEC Division of Corporation Finance no-action letter: Prudential Financial, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE June 9, 2009
Mr. Harry J. Weiss
Wilmer, Cutler, Pickering, Hale and Dorr LLP
1875 Pennsylvania Avenue, NW
Washington, DC 20006
Re: American Skandia, Inc. (C-03827-A)
Prudential Financial, Inc. - Waiver Request of Ineligible Issuer Status under Rule 405 of the Securities Act Dear Mr. Weiss:
This is in response to your letter dated May 27, 2009, written on behalfofPrudential Financial, Inc. (Company) and its subsidiary American Skandia Investment Services, Inc. (ASISI) and constituting an application for relief from the Company being considered an "ineligible issuer" under Rule 405(1)(vi) ofthe Securities Act of 1933 (Securities Act). The Company requests relief from being considered an ineligible issuer under Rule 405, due to the entry on April 17, 2009, of a Commission Order (Order) pursuant to Sections 203(e) and 203(k) of the Investment Advisers Act of 1940, naming ASISI as a respondent. Based on the facts and representations in your letter, and assuming the Company and ASISI comply with the Order, the Commission, pursuant to delegated authority has determined that the Company has made a showing of good cause under Rule 405(2) and that the Company will not be considered an ineligible issuer by reason of the entry of the Order. Specifically, we determined under these facts and representations that the Company has shown that the terms of the Order were agreed to in principle in a settlement prior to December 1,2005. Accordingly, the relief described above from the Company being an ineligible issuer under Rule 405 ofthe Securities Act is hereby granted and the effectiveness of such relief is as of the date ofthe entry ofthe Order. Any different facts from those represented or non-compliance with the Order might require us to reach a different conclusion. JYY!:r'Y, ~--Ji2iA ,~w&~ Chief, Office ofEnforcement Liaison Division ofCorporation Finance