AMERICAN SKANDIA TRUST
One Corporate Drive
P.O. Box 883
Shelton, Connecticut 06484
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF THE
ROBERTSON STEPHENS VALUE + GROWTH PORTFOLIO
To be held
September 30, 1997
To the Shareholders of the Robertson Stephens Value + Growth Portfolio of
American Skandia Trust:
Notice is hereby given that a Special Meeting of Shareholders of the
Robertson Stephens Value + Growth Portfolio (the "Portfolio") of American
Skandia Trust (the "Trust") will be held at One Corporate Drive, Shelton,
Connecticut 06484 on September 30, 1997 at 10:00 a.m. Eastern Time, or at such
adjourned time as may be necessary for the holders of a majority of the
outstanding shares of the Portfolio to vote (the "Meeting"), for the following
purposes:
I. To consider the approval of a new Sub-Advisory Agreement between
American Skandia Investment Services, Incorporated and Robertson
Stephens & Company Investment Management, L.P. regarding investment
advice to the Robertson Stephens Value + Growth Portfolio.
II. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
The matter referred to above in I is discussed in detail in the Proxy Statement
attached to this Notice. The Board of Trustees has fixed the close of business
on August 11, 1997 as the record date for determining shareholders entitled to
notice of, and to vote at, the Meeting, and only holders of record of shares at
the close of business on that date are entitled to notice of, and to vote at,
the Meeting. Each share of the Portfolio is entitled to one vote with respect to
a proposal on which a Portfolio's shareholders are entitled to vote.
You are cordially invited to attend the Meeting. If you do not expect
to attend, you are requested to complete, date and sign the enclosed form (or
forms) of proxy and return it promptly in the envelope provided for that
purpose. The proxy is being solicited on behalf of the Board of Trustees.
YOUR VOTE IS IMPORTANT. IN ORDER TO AVOID THE UNNECESSARY EXPENSE OF FURTHER
SOLICITATION, WE URGE YOU TO INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY
(OR PROXIES), DATE AND SIGN IT, AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED,
NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. YOU MAY REVOKE THE PROXY AT
ANY TIME PRIOR TO ITS USE. THEREFORE, BY APPEARING AT THE MEETING, AND
REQUESTING REVOCATION PRIOR TO THE VOTING, YOU MAY REVOKE THE PROXY AND YOU CAN
THEN VOTE IN PERSON.
By order of the Board of Trustees
Eric C. Freed
Secretary
American Skandia Trust
September 2, 1997
PROXY STATEMENT
AMERICAN SKANDIA TRUST
One Corporate Drive
P.O. Box 883
Shelton, Connecticut 06484
SPECIAL MEETING OF SHAREHOLDERS OF THE
ROBERTSON STEPHENS VALUE + GROWTH PORTFOLIO
OF
AMERICAN SKANDIA TRUST
To be held
September 30, 1997
This proxy statement and enclosed form of proxy are being furnished in
connection with the solicitation of proxies by the Board of Trustees of American
Skandia Trust (the "Trust") for use at a Special Meeting of Shareholders of the
Robertson Stephens Value + Growth Portfolio (the "Portfolio") of the Trust to be
held at One Corporate Drive, Shelton, Connecticut 06484 on September 30, 1997,
at 10:00 a.m. Eastern Time (the "Meeting"), or at any adjournments thereof, for
the purposes set forth in the accompanying Notice of Meeting ("Notice"). The
first mailing of proxies and proxy statements to shareholders is anticipated to
be on or about September 5, 1997.
Voting instructions will be solicited principally by mailing this Proxy
Statement and its enclosures, but proxies also may be solicited by telephone,
telegraph, or in person by officers or agents of the Trust or American Skandia
Life Assurance Corporation ("ASLAC"). The Trust will forward proxy materials to
record owners for any beneficial owners that such record owners may represent.
Neither the Trust nor the Portfolio will pay any of the costs of the Meeting,
including the costs related to the solicitation of proxies.
The Annual Report of the Trust, including audited financial statements
for the fiscal year ended December 31, 1996, and the Semi-Annual Report of the
Trust (the "Reports"), have been previously sent to shareholders. The Trust will
furnish an additional copy of each Report to a shareholder upon request, without
charge, by writing to the Trust at the above address or by calling
1-800-752-6342.
Shareholders of record at the close of business on August 11, 1997 (the
"Record Date") are entitled to notice of, and to vote at, the Meeting. Each
shareholder is entitled to one vote for each full share. As of the Record Date,
_____________ shares of beneficial interest of the Portfolio were outstanding.
As of the Record Date, there is no beneficial owner of more than 5% of the
shares of any Portfolio of the Trust to the knowledge of the Trust.
Collectively, the Trustees and Officers of the Trust own less than 1% of the
Trust's outstanding shares.
Currently, the Trust serves as an underlying mutual fund for variable
annuities issued by life insurance companies, including ASLAC. As of the Record
Date, 100% of the Portfolio's shares were legally owned by ASLAC. ASLAC holds
assets attributable to its variable annuity contract obligations in ASLAC
Variable Account B (Class 1 Sub-Accounts), ASLAC Variable Account B (Class 2
Sub-Accounts) and ASLAC Variable Account B (Class 3 Sub-Accounts) (collectively,
for purposes of this Proxy Statement, "ASLAC Variable Accounts"), each of which
is an investment company registered as such under the Investment Company Act of
1940, as amended (the "Investment Company Act"). ASLAC Variable Accounts are
comprised of various sub-accounts, each of which invests exclusively in a mutual
fund or in a portfolio of a mutual fund. ASLAC will solicit voting instructions
from variable annuity contract owners who beneficially own shares of the
Portfolio represented in the Robertson Stephens Value + Growth Sub-account as of
the Record Date (the "Contractowners"). Because Contractowners are indirectly
invested in the Portfolios through their contracts and have the right to
instruct ASLAC how to vote shares of the Portfolios on all matters requiring a
shareholder vote, Contractowners should consider themselves Shareholders of the
Portfolio for purposes of this Proxy Statement.
American Skandia Investment Services, Incorporated ("ASISI") is the
investment manager for all the Trust's investment portfolios, including the
Portfolio. ASISI is a wholly-owned subsidiary of American Skandia Investment
Holding Corporation ("ASIHC"). ASIHC is also the owner of all the outstanding
shares of ASLAC and American Skandia Marketing, Incorporated ("ASM"), which is
the principal underwriter of ASLAC variable annuity contracts. The principal
offices of ASISI, ASIHC, ASLAC and ASM are located in the same building at One
Corporate Drive, Shelton, Connecticut 06484.
Under a Sub-advisory Agreement with ASISI, Robertson, Stephens &
Company Investment Management, L.P. ("RSIM") serves as sub-adviser to the
Portfolio and, subject to the supervision and control of ASISI and the Board of
Trustees, determines the securities to be purchased for and sold from the
Portfolio. RSIM is located at 555 California Street, San Francisco, California
94014. RSIM is a California limited partnership established in 1993. The sole
general partner of RSIM is Robertson Stephens & Co., Inc. ("RS Inc."), and the
sole limited partner of RSIM is RS Regulated I, L.L.C. ("RSRI"). Robertson
Stephens & Company Group, L.L.C. ("RS Group") owns 99% of RSRI, while RS Inc.
owns 1%. Sanford R. Robertson and Paul H. Stephens may be deemed to control RSIM
due to their ownership interests in RS Group and RS Inc. (Mr. Robertson owns
approximately 15% of the outstanding voting securities of each of RS Group and
RS Inc.; Mr. Stephens owns approximately 12% of the outstanding voting
securities of each of RS Group and RS Inc.)
The Administrator of the Portfolio, and every other portfolio of the
Trust, is PFPC Inc., a Delaware corporation located at 103 Bellevue Parkway,
Wilmington, Delaware 19809.
Shareholders of the Portfolio are being asked to consider and vote on a
new sub-advisory agreement for the Portfolio. As explained in more detail below,
the existing sub-advisory agreement for the Portfolio will terminate
automatically, by operation of law, upon the consummation of the merger (the
"Merger") of RS Group and RS Inc. into a wholly owned subsidiary of BankAmerica
Corporation ("BankAmerica"). Shareholders are not being asked to approve the
Merger; rather, they are being asked to continue the existing sub-advisory
relationship for the Portfolio under a new contract (the "New Sub-advisory
Agreement"). The Merger and the terms of the New Sub-advisory Agreement are
discussed below. Other than the date of the agreement, the proposed New
Sub-advisory Agreement is identical in form and terms to the present agreement.
All shares of the Portfolio held by the Contractowners will be voted by
ASLAC in accordance with voting instructions received from such Contractowners.
Proxies submitted without voting instructions will be voted FOR the proposal set
forth in the Notice. ASLAC is entitled to vote shares for which no proxy is
received and will vote such shares in the same proportion as the votes cast by
the Contractowners on the proxy issues presented. ASLAC has fixed the close of
business on September 29, 1997 as the last day on which voting instructions will
be accepted.
PROPOSAL I
APPROVAL OF A NEW SUB-ADVISORY AGREEMENT BETWEEN
AMERICAN SKANDIA INVESTMENT SERVICES, INCORPORATED
AND ROBERTSON STEPHENS INVESTMENT MANAGEMENT, L.P.
Background
Since the Portfolio commenced operations on May 2, 1996, ASISI has
served as investment adviser to the Portfolio pursuant to an Investment
Management Agreement (the "Investment Management Agreement") with the Trust. The
Investment Management Agreement, effective May 1, 1996 and as annually renewed
thereafter, provides, among other things, that in carrying out its
responsibility to supervise and manage all aspects of the Portfolio's
operations, ASISI may engage, subject to the approval of the Board of Trustees
and, where required, the shareholders of the Portfolio, a Sub-adviser to provide
advisory services in relation to the Portfolio. Under the Investment Management
Agreement, ASISI may delegate to a sub-adviser the duty, among other things, to
formulate and implement the Portfolio's investment program, including the duty
to determine what issuers and securities will be purchased for and sold from the
Portfolio. In accordance with this provision for delegation of authority, ASISI
entered into a sub-advisory agreement (the "Existing Sub-advisory Agreement"),
effective May 1, 1996, with RSIM, pursuant to which those duties were delegated
to RSIM. RSIM has served as sub-adviser to the Portfolio since May 1, 1996.
The Existing Sub-Advisory Agreement was initially approved by the Board
of Trustees, including a majority of the Trustees who are not "interested
persons" of the Trust (as defined under the Investment Company Act) (the
"Independent Trustees"), on April 16, 1996, and was renewed by vote of the Board
of Trustees on April 11, 1997. The Existing Sub-advisory Agreement was not, and
was not required to be, approved by the shareholders of the Portfolio after the
Portfolio commenced operations.
The Agreement and Plan of Merger. On June 8, 1997, BankAmerica entered
into an Agreement and Plan of Merger (the "Merger Agreement") with RS Group and
RS Inc., pursuant to which each of those entities would be merged into a
subsidiary of BankAmerica. Upon the consummation of the Merger (expected to
occur in the fourth quarter of this year), each of RS Group and RS Inc. will
cease to exist as a separate entity. (The surviving entity in the Merger is
referred to in this proxy statement as "New RS&Co."). After the Merger,
BankAmerica will become the owner of the entire beneficial interest in RSIM.
Your approval of the New Sub-advisory Agreement is being sought because the
Merger may be seen to result in an "assignment" (as defined by the Investment
Company Act) of the Existing Agreement, resulting in the Existing Agreement's
automatic termination.
Under the Merger Agreement, BankAmerica will pay a total amount of
consideration of up to $540 million. Of that amount, $245 million will be paid
to the members of RS Group and the stockholders of RS Inc. upon consummation of
the Merger; $225 million will be paid to such members and stockholders in
additional installments during each of the next three years if they remain
employed by New RS&Co. The remaining $70 million will be paid into a "retention
pool" for the benefit of certain key Robertson Stephens employees, who will
receive payments out of the pool in installments during the four-year period
following the Merger if they remain employed by New RS&Co.
RSIM has informed the Trust that much of the consideration for the
Merger is being paid in installments principally in order to provide an
incentive to Robertson Stephens employees, including key investment
professionals at RSIM, to continue their association with New RS&Co. Any person
whose employment with New RS&Co. is terminated before he or she receives all of
the consideration under the Merger Agreement or payments from the retention pool
to which he or she is entitled (unless that person's employment is terminated by
New RS&Co. without cause or unless that person leaves for "good reason," as
defined in his or her employment contract) will forfeit any such amount not yet
paid at the time of the termination.
The Trust has been advised by RSIM that (1) the Merger Agreement does
not contemplate any changes in the management or operations of RSIM, including
any changes in the personnel managing the Portfolio or other services or
business activities relating to the Portfolio, and (2) RSIM does not anticipate
that the Merger will cause any reduction in the quality of services now provided
to the Portfolio, or have any adverse effect on RSIM's ability to fulfill its
obligations to the Portfolio.
BankAmerica. BankAmerica is a bank holding company that was
incorporated on October 7, 1968 under the laws of the State of Delaware, and is
registered under the Bank Holding Company Act of 1956, as amended. Through its
network of subsidiaries, BankAmerica provides banking and other financial
services throughout the United States and in selected international markets to
consumers and business customers, including corporations, governments, and other
institutions. As a global financial intermediary, BankAmerica provides
capital-raising services, trade finance, cash management, investment banking,
capital markets and credit products, and financial advisory services to large
public and private sector institutions that are part of the global economy. At
December 31, 1996, BankAmerica Corporation, together with its subsidiaries, was
one of the three largest bank holding companies in the United States, with total
assets of $250.8 billion.
Bank of America National Trust and Savings Association (the "Bank") is
the largest subsidiary of BankAmerica Corporation. The Bank, which was organized
in 1904, provides commercial banking and trust business through an extensive
system of branches across the western United States. The Bank's principal
banking affiliates operate branches in eleven U.S. states, as well as corporate
banking offices in major U.S. cities and branches, corporate offices and
representative offices in 37 other countries and territories. The Bank and its
affiliates act as investment advisers to assets of over $50 billion, including
over $14 billion in mutual funds.
Evaluation of the Board of Trustees
At a telephonic meeting held on July 30, 1997, the Board of Trustees
approved the New Sub-advisory Agreement, and authorized the officers of the
Trust to prepare this proxy statement. It is anticipated that formal approval of
the New Sub-advisory Agreement by the Board of Trustees, which under the
Investment Company Act is required to take place at an in person meeting of the
Trustees, will take place at a meeting to be held on September 10, 1997.
In evaluating the New Sub-advisory Agreement, the Trustees considered
the fact that the Existing Sub-advisory Agreement and New Sub-advisory Agreement
are identical to each other except for their effective dates, including the
terms relating to the services to be provided and the fees to be paid by ASISI
thereunder. The Trustees considered the performance of RSIM to date in providing
services to the Portfolio, and the skills and capabilities of the personnel of
RSIM.
The Trustees also considered the fact that all of the members of senior
management of RSIM, including the portfolio manager of the Portfolio, have
entered into three-year employment agreements with New RS&Co., and that each
would forfeit a part of the consideration paid in connection with the Merger if
he or she were to terminate his or her position with the company before the
expiration of the employment period. They considered assurances that it was
BankAmerica's intention to maintain the same high quality of service the
Portfolio has enjoyed to date; to cause the Portfolio to be managed in
accordance with the Robertson Stephens investment approach and philosophy
(except as management in consultation with the Board may otherwise determine to
be in the best interest of shareholders of the Portfolio); to retain the top
investment management talent presently engaged in the management of the
Portfolio, as evidenced by the employment arrangements with New RS&Co.; and
generally to provide appropriate support to the servicing of the Portfolio.
Based on the Trustees' review and their evaluation of the materials
they received, and in consideration of all factors deemed relevant to them, the
Trustees determined that the New Sub-advisory Agreement is in the best interests
of the Portfolio and its shareholders. Accordingly, the Board, including all of
the Independent Trustees, voted to recommend that the Portfolio's shareholders
vote to approve the New Sub-advisory Agreement.
The New and Existing Sub-advisory Agreements
The New Sub-advisory Agreement, which is attached to this Proxy
Statement as Exhibit A, will become effective as of the consummation of the
Merger, contingent upon approval by the shareholders of the Portfolio. If
shareholders approve the New Sub-advisory Agreement, it will remain in effect
for an initial term of one year from its effective date, and may be renewed
annually thereafter by specific approval of the Board of Trustees or the
shareholders of the Portfolio. As discussed above, all of the terms and
provisions of the New Sub-advisory Agreement, other than its effective date, are
the same as those of the Existing Sub-advisory Agreement. Those terms and
provisions are summarized below.
Under the terms of the New Sub-advisory Agreement, RSIM will agree to
furnish the Investment Manager with investment advisory services in connection
with a continuous investment program for the Portfolio, which is to be managed
in accordance with the investment objective, investment policies and
restrictions of the Portfolio as set forth in the Prospectus and Statement of
Additional Information of the Trust and in accordance with the Trust's Agreement
and Declaration of Trust and By-laws. Subject to the supervision and control of
the Investment Manager, which in turn will be subject to the supervision and
control of the Board of Trustees, RSIM, in its discretion, will determine and
select the securities to be purchased for and sold from the Portfolio and place
orders with and gives instructions to brokers, dealers and others to cause such
transactions to be executed. Under the New Sub-advisory Agreement, as under the
Existing Sub-advisory Agreement, RSIM will obtain and evaluate pertinent
information about significant developments and economic, statistical and
financial data, whether affecting the economy generally or the Portfolio,
information concerning the individual issuers whose securities are included in
the Portfolio or the activities in which they engage, or information with
respect to securities that RSIM considers desirable for inclusion in the
Portfolio.
Under the Agreements, sub-advisory fees are paid by ASISI, not by the
Portfolio or its shareholders. For its fee, RSIM will agree to furnish at its
expense all necessary investment facilities, including salaries of personnel,
required for it to execute its duties under the Agreement faithfully. RSIM's
compensation for the services provided under the New Sub-Advisory Agreement will
be computed at an annual rate and will be payable monthly in arrears, based on
the average daily net assets of the Portfolio for each month. For all services
rendered, ASISI will calculate and pay RSIM at the annual rate of .60% of the
portion of the Portfolio's average daily net assets not in excess of $200
million, and .50% of the portion of the Portfolio's average daily net assets
over $200 million. The aggregate fee paid by ASISI to RSIM for services rendered
under the Existing Sub-Advisory Agreement for the period from May 1, 1996
(commencement of the Portfolio's operations) to December 31, 1996 was $70,750.
The New Sub-Advisory Agreement is renewable annually by specific
approval of the Board of Trustees or by vote of a majority of the outstanding
voting securities of the Portfolio (as defined under the Investment Company
Act). Any renewal by the Board requires the approval by the vote of a majority
of the Trustees who are not interested persons under the Investment Company Act,
cast in person at a meeting called for the purpose of voting on such renewal.
The New Sub-Advisory Agreement may be terminated at any time without penalty
upon 60 days' written notice to the other party to the agreement, and will
automatically terminate in the event of its "assignment" by either party (as
defined under the Investment Company Act) or (provided RSIM has received prior
written notice thereof) upon termination of the Investment Management Agreement.
Under the Agreements, RSIM will use its best efforts and good faith in
the performance of its services. However, so long as RSIM has acted in good
faith and used its best efforts, then in the absence of willful misconduct, bad
faith, gross negligence or reckless disregard by RSIM of its obligations under
the Agreement, RSIM shall not be liable to the Trust, its shareholders or ASISI
for any loss suffered by the Portfolio in connection with the services provided
under the Agreement.
Information Concerning RSIM
RSIM served as adviser or sub-adviser to 19 investment company
portfolios as of June 30, 1997, including the Portfolio. These 19 portfolios had
aggregate assets of approximately $3.1 billion as of June 30, 1997. In addition,
RSIM provides investment management services to private institutional clients.
The following table lists other investment companies or investment
company portfolios for which RSIM acts as investment adviser or sub-adviser that
have similar investment objectives as the Portfolio, as well as the rate of
sub-advisory compensation payable to RSIM and the net assets of the fund or
portfolio.
<TABLE>
<S> <C> <C> <C>
- -------------------------------- ------------------------------ ------------------------------ -------------------------------
Fund Investment Adviser or Fee Rate Approximate Net Assets
Sub-adviser (based on average net assets) (at June 30, 1997)
- -------------------------------- ------------------------------ ------------------------------ -------------------------------
- -------------------------------- ------------------------------ ------------------------------ -------------------------------
Value + Growth Fund -- Investment Adviser 1.00% $711,417,699
Robertson Stephens
Investment Trust
- -------------------------------- ------------------------------ ------------------------------ -------------------------------
- -------------------------------- ------------------------------ ------------------------------ -------------------------------
Value and Growth Sub-adviser .55% of the first $50 million; $ 38,851,136
Portfolio - Equi-Select .45% over $50 million
Series Trust
- -------------------------------- ------------------------------ ------------------------------ -------------------------------
</TABLE>
Mr. G. Randall Hecht is the president and principal executive officer
of RSIM. Mr. Hecht is the Chief Operating Officer of Robertson Stephens &
Company LLC ("RS&Co."), and is a Managing Director and member of RS Group and a
member of the firm's Advisory and Executive Committees.
RS&Co. receives brokerage commissions from the Portfolio in accordance
with certain procedures adopted by the Trustees. RS&Co. is owned and managed by
RS Group and RS Inc., and is therefore under common control with RSIM. The
Portfolio paid brokerage commissions to RS&Co. during its last fiscal year in an
aggregate amount of $31,999, which represented 66.7% of the total brokerage
commissions paid by the Portfolio during that year.
Investment decisions for the Portfolio and for the other investment
advisory and sub-advisory clients of RSIM and its affiliates are made with a
view to achieving their respective investment objectives. Investment decisions
are the product of many factors in addition to basic suitability for the
particular client involved. Thus, a particular security may be bought or sold
for certain clients even though it could have been bought or sold for other
clients at the same time. Likewise, a particular security may be purchased for
one or more clients when one or more other clients are selling the security. In
some instances, one client may sell a particular security to another client. It
also sometimes happens that two or more clients simultaneously purchase or sell
the same security, in which event each day's transactions in such security are,
insofar as possible, averaged as to price and allocated between such clients in
a manner which in the opinion of RSIM is equitable to each and in accordance
with the amount being purchased or sold by each. There may be circumstances when
purchases or sales of portfolio securities for one or more clients will have an
adverse effect on other clients. RSIM employs a professional staff of portfolio
managers that draws upon a variety of resources for research information for the
funds for which it acts as adviser or sub-adviser.
Section 15(f). The Trust has been informed by RSIM and BankAmerica that
they intend to comply with Section 15(f) of the Investment Company Act. Section
15(f) provides a non-exclusive "safe harbor" for an investment adviser or any of
its affiliated persons to receive any amount or benefit in connection with a
change in control of the investment adviser as long as two conditions are met.
First, for a period of three years after the change of control, at least 75% of
the trustees of the investment company must not be "interested persons" of the
adviser or the predecessor adviser. Second, an "unfair burden" must not be
imposed on the investment company as a result of the transaction or any express
or implied terms, conditions, or understandings applicable thereto. The term
"unfair burden" is defined in Section 15(f) to include any arrangement during
the two-year period after the transaction whereby the investment adviser, or any
interested person of any such adviser, receives or is entitled to receive any
compensation, directly or indirectly, from the investment company or its
security holders (other than fees for bona fide investment advisory or other
services) or from any person in connection with the purchase or sale of
securities or other property to, from, or on behalf of the investment company
(other than bona fide ordinary compensation as principal underwriter for such
investment company). None of the Trust's Board of Trustees are interested
persons of RSIM or BankAmerica. In addition, the Trust has been advised that
neither RSIM nor BankAmerica, after due inquiry, is aware of any express or
implied term, condition, arrangement or understanding which would impose an
"unfair burden" on the Trust as a result of the Merger. RSIM has undertaken to
pay all costs and expenses of the Meeting.
Other Matters and Shareholder Proposals
The Board of Trustees intends to bring before the Meeting the Proposal
set forth herein and in the foregoing Notice. The Trustees do not expect any
other business to be brought before the Meeting. If, however, any other matters
are properly presented to the meetings for action, it is intended that the
persons named in the enclosed proxy will vote in accordance with their judgment.
A Contractowner executing and returning a proxy may revoke it at any time prior
to its exercise by written notice of such revocation to the Secretary of the
Trust, by execution of a subsequent proxy, or by voting in person at the
Meeting.
The presence in person or by proxy of the holders of a majority of the
outstanding shares is required to constitute a quorum at the Meeting. Since
ASLAC is the legal owner of 100% of the Portfolio's shares, ASLAC's presence at
a Meeting constitutes a quorum under the Trust's By-laws. Shares beneficially
held by Contractowners present in person or represented by proxy at the Meeting
will be counted for the purpose of calculating the votes cast on the issues
before the Meeting. Approval of the proposal requires the vote of a "majority of
the outstanding voting securities," as defined in the Investment Company Act, of
the Portfolio, which means the vote of 67% or more of the shares of the
Portfolio present at the Meeting, if the holders of more than 50% of the
outstanding shares of the Portfolio are present or represented by proxy, or the
vote of more than 50% of the outstanding shares of the Portfolio, whichever is
less.
In the event that sufficient votes to approve the proposal are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares represented at the
Meeting in person or by proxy. The persons named as proxies will vote those
proxies that they are entitled to vote FOR or AGAINST any such adjournment
proposal in their discretion.
The Trust is not required to hold and will not ordinarily hold annual
shareholders' meetings. The Board of Trustees may call special meetings of the
shareholders for action by shareholder vote as required by the Investment
Company Act or the Trust's Declaration of Trust.
Pursuant to rules adopted by the Commission, a shareholder may include
in proxy statements relating to annual and other meetings of the shareholders of
the Trust certain proposals for shareholder action which he or she intends to
introduce at such meetings; provided, among other things, that such proposal
must be received by the Trust a reasonable time before a solicitation of proxies
is made for such meeting. Timely submission of a proposal does not necessarily
mean that the proposal will be included.
By order of the Board of Trustees
Eric C. Freed
Secretary
American Skandia Trust
<PAGE>
LIST OF EXHIBITS
EXHIBIT A Form of New Sub-Advisory Agreement for the
Robertson Stephens Value + Growth Portfolio
<PAGE>
EXHIBIT A
SUB-ADVISORY AGREEMENT
THIS AGREEMENT is between American Skandia Investment Services, Incorporated
(the "Investment Manager") and Robertson, Stephens & Company Investment
Management, L.P. (the "Sub-Advisor").
WHEREAS American Skandia Trust (the "Trust") is a Massachusetts business trust
organized with one or more series of shares, and is registered as an investment
company under the Investment Company Act of 1940 (the "ICA"); and
WHEREAS the trustees of the Trust (the "Trustees") have engaged the Investment
Manager to act as investment manager for the Robertson Stephens Value + Growth
Portfolio (the "Portfolio") under the terms of a management agreement, dated May
1, 1996, with the Trust (the "Management Agreement"); and
WHEREAS the Investment Manager has engaged the Sub-Advisor and the Trustees have
approved the engagement of the Sub-Advisor to provide investment advice and
other investment services set forth below;
NOW, THEREFORE the Investment Manager and the Sub-Advisor agree as follows:
1. Investment Services. The Sub-Advisor will furnish the Investment
Manager with investment advisory services in connection with a continuous
investment program for the Portfolio which is to be managed in accordance with
the investment objective, investment policies and restrictions of the Portfolio
as set forth in the Prospectus and Statement of Additional Information of the
Trust and in accordance with the Trust's Declaration of Trust and By-Laws.
Officers, directors, and employees of Sub-Advisor will be available to consult
with Investment Manager and the Trust, their officers, employees and Trustees
concerning the business of the Trust. Investment Manager will promptly furnish
Sub-Advisor with any amendments to such documents. Such amendments will not be
effective with respect to the Sub-Advisor until receipt thereof.
Subject to the supervision and control of the Investment Manager, which
is in turn subject to the supervision and control of the Trust's Board of
Trustees, the Sub-Advisor, will in its discretion determine and select the
securities to be purchased for and sold from the Portfolio from time to time and
will place orders with and give instructions to brokers, dealers and others for
all such transactions and cause such transactions to be executed. The Portfolio
will be maintained by a custodian bank (the "Custodian") and the Investment
Manager will authorize the Custodian to honor orders and instructions by
employees of the Sub-Advisor authorized by the Investment Manager to settle
transactions in respect of the Portfolio. No assets may be withdrawn from the
Portfolio other than for settlement of transactions on behalf of the Portfolio
except upon the written authorization of appropriate officers of the Trust who
shall have been certified as such by proper authorities of the Trust prior to
the withdrawal.
The Sub-Advisor will obtain and evaluate pertinent information about
significant developments and economic, statistical and financial data, domestic,
foreign or otherwise, whether affecting the economy generally or the Portfolio,
and concerning the individual issuers whose securities are included in the
Portfolio or the activities in which they engage, or with respect to securities
which the Sub-Advisor considers desirable for inclusion in the Portfolio.
The Sub-Advisor represents that it reviewed the Registration Statement
of the Trust, including any amendments or supplements thereto, and any Proxy
Statement relating to the approval of this Agreement, as filed with the
Securities and Exchange Commission and represents and warrants that with respect
to disclosure about the Sub-Advisor or information relating directly or
indirectly to the Sub-Advisor, such Registration Statement or Proxy Statement
contains, as of the date hereof, no untrue statement of any material fact and
does not omit any statement of material fact which was required to be stated
therein or necessary to make the statements contained therein not misleading.
The Sub-Advisor further represents and warrants that it is an investment advisor
registered under the Investment Advisers Act of 1940, as amended, and under the
laws of all jurisdictions in which the conduct of its business hereunder
requires such registration.
Sub-Advisor shall use its best judgment, effort, and advice in
rendering services under this Agreement.
In furnishing the services under this Agreement, the Sub-Advisor will
comply with the requirements of the ICA and subchapters L and M (including,
respectively, Section 817(h) and Section 851(b)(1), (2), (3) and (4)) of the
Internal Revenue Code, applicable to the Portfolio, and the regulations
promulgated thereunder. Sub-Advisor shall comply with (i) other applicable
provisions of state or federal law; (ii) the provision of the Declaration of
Trust and By-Laws of the Trust; (iii) policies and determinations of the Trust
and Investment Manager; (iv) the fundamental policies and investment
restrictions of the Trust, as set out in the Trust's registration statement
under the ICA, or as amended by the Trust's shareholders; (v) the Prospectus and
Statement of Additional Information of the Trust; and (vi) investment guidelines
or other instructions received in writing from Investment Manager. Sub-Advisor
shall supervise and monitor the investment program of the Portfolio.
Nothing in this Agreement shall be implied to prevent the Investment
Manager from engaging other sub-advisors to provide investment advice and other
services in relation to portfolios of the Trust for which Sub-Advisor does not
provide such services, or to prevent Investment Manager from providing such
services itself in relation to such portfolios.
2. Delivery of Documents to Sub-Advisor. The Investment Manager has
furnished the Sub-Advisor with copies of each of the following documents:
(a) The Declaration of Trust of the Trust as in effect on the date
hereof;
(b) The By-laws of the Trust in effect on the date hereof;
(c) The resolutions of the Trustees approving the engagement of
the Sub-Advisor as Sub-Advisor to the Investment Manager and
approving the form of this agreement;
(d) The resolutions of the Trustees selecting the Investment
Manager as investment manager to the Trust and approving the
form of the Investment Manager's Management Agreement with the
Trust;
(e) The Investment Manager's Management Agreement with the Trust;
(f) The Code of Ethics of the Trust and of the Investment Manager
as currently in effect; and
(g) A list of companies the securities of which are not to be
bought or sold for the Portfolio because of non-public
information regarding such companies that is available to
Investment Manager or the Trust, or which, in the sole opinion
of the Investment Manager, it believes such non-public
information would be deemed to be available to Investment
Manager and/or the Trust.
The Investment Manager will furnish the Sub-Advisor from time to time
with copies, properly certified or otherwise authenticated, of all amendments of
or supplements to the foregoing, if any. Such amendments or supplements as to
items (a) through (f) above will be provided within 30 days of the time such
materials became available to the Investment Manager. Such amendments or
supplements as to item (g) above will be provided not later than the end of the
business day next following the date such amendments or supplements become known
to the Investment Manager.
3. Delivery of Documents to the Investment Manager. The Sub-Advisor has
furnished the Investment Manager with copies of each of the following documents:
(a) The Sub-Advisor's Form ADV as filed with the Securities and
Exchange Commission;
(b) The Sub-Advisor's most recent balance sheet;
(c) Separate lists of persons who the Sub-Advisor wishes to have
authorized to give written and/or oral instructions to
Custodians of Trust assets for the Portfolio;
(d) The Code of Ethics of the Sub-Advisor as currently in effect.
The Sub-Advisor will furnish the Investment Manager from time to time
with copies, properly certified or otherwise authenticated, of all material
amendments of or supplements to the foregoing, if any. Such amendments or
supplements as to items (a) through (d) above will be provided within 30 days of
the time such materials became available to the Sub-Advisor.
4. Investment Advisory Facilities. The Sub-Advisor, at its expense,
will furnish all necessary investment facilities, including salaries of
personnel required for it to execute its duties faithfully.
5. Execution of Portfolio Transactions. Sub-Advisor is responsible for
decisions to buy and sell securities for the Portfolio, broker-dealer selection,
and negotiation of its brokerage commission rates. Sub-Advisor shall determine
the securities to be purchased or sold by the Portfolio pursuant to its
determinations with or through such persons, brokers or dealers, in conformity
with the policy with respect to brokerage as set forth in the Trust's Prospectus
and Statement of Additional Information, or as the Board of Trustees may
determine from time to time. Generally, Sub-Advisor's primary consideration in
placing Portfolio securities transactions with broker-dealers for execution is
to obtain and maintain the availability of best execution at the best net price
and in the most effective manner possible. The Sub-Advisor may consider sale of
the shares of the Portfolio, as well as recommendations of the Investment
Manager, subject to the requirements of best net price and most favorable
execution.
Consistent with this policy, the Sub-Advisor will take the following
into consideration: the best net price available; the reliability, integrity and
financial condition of the broker-dealer; the size of and difficulty in
executing the order; and the value of the expected contribution of the
broker-dealer to the investment performance of the Portfolio on a continuing
basis. Accordingly, the cost of the brokerage commissions to the Portfolio may
be greater than that available from other brokers if the difference is
reasonably justified by other aspects of the portfolio execution services
offered. Subject to such policies and procedures as the Board of Trustees of the
Trust may determine, the Sub-Advisor shall not be deemed to have acted
unlawfully or to have breached any duty solely by reason of its having caused
the Portfolio to pay a broker-dealer that provides research services to the
Sub-Advisor for the Portfolio's use an amount of commission for effecting a
portfolio investment transaction in excess of the amount of commission another
broker-dealer would have charged for effecting that transaction, if the
Sub-Advisor determines in good faith that such amount of commission was
reasonable in relation to the value of the research services provided by such
broker, viewed in terms of either that particular transaction or the
Sub-Advisor's ongoing responsibilities with respect to the Portfolio. The
Sub-Advisor is further authorized to allocate the orders placed by it on behalf
of the Portfolio to such broker-dealers who also provide research or statistical
material, or other services to the Portfolio or the Sub-Advisor. Such allocation
shall be in such amounts and proportions as the Sub-Advisor shall determine and
the Sub-Advisor will report on said allocations to the Investment Manager
regularly as requested by the Investment Manager and, in any event, at least
once each calendar year if no specific request is made, indicating the brokers
to whom such allocations have been made and the basis therefor.
6. Reports by Sub-Advisor. The Sub-Advisor shall furnish the Investment
Manager monthly, quarterly and annual reports concerning transactions and
performance of the Portfolio, including information required in the Trust's
Registration, in such form as may be mutually agreed, to review the Portfolio
and discuss the management of it. The Sub-Advisor shall permit the financial
statements, books and records with respect to the Portfolio to be inspected and
audited by the Trust, the Investment Manager or their agents at all reasonable
times during normal business hours. The Sub-Advisor shall immediately notify and
forward to both Investment Manager and legal counsel for the Trust any legal
process served upon it on behalf of the Investment Manager or the Trust. The
Sub-Advisor shall promptly notify the Investment Manager of any changes in any
information required to be disclosed in the Trust's Registration Statement.
7. Compensation of Sub-Advisor. The amount of the compensation to the
Sub-Advisor is computed at an annual rate. The fee is payable monthly in
arrears, based on the average daily net assets of the Portfolio for each month,
at the annual rates shown below.
For all services rendered, the Investment Manager will calculate and
pay the Sub-Advisor at the annual rate of: .60 of 1% of the portion of the net
assets of the Portfolio not in excess of $200 million; and .50 of 1% of the
portion of the net assets over $200 million.
In computing the fee to be paid to the Sub-Advisor, the net asset value
of the Portfolio shall be valued as set forth in the then current registration
statement of the Trust. If this agreement is terminated, the payment shall be
prorated to the date of termination.
Investment Manager and Sub-Advisor shall not be considered as partners
or participants in a joint venture. Sub-Advisor will pay its own expenses for
the services to be provided pursuant to this Agreement and will not be obligated
to pay any expenses of Investment Manager or the Trust. Except as otherwise
provided herein, Investment Manager and the Trust will not be obligated to pay
any expenses of Sub-Advisor.
8. Confidential Treatment. It is understood that any information or
recommendation supplied by the Sub-Advisor in connection with the performance of
its obligations hereunder is to be regarded as confidential and for use only by
the Investment Manager, the Trust or such persons the Investment Manager may
designate in connection with the Portfolio. It is also understood that any
information supplied to Sub-Advisor in connection with the performance of its
obligations hereunder, particularly, but not limited to, any list of securities
which, on a temporary basis, may not be bought or sold for the Portfolio, is to
be regarded as confidential and for use only by the Sub-Advisor in connection
with its obligation to provide investment advice and other services to the
Portfolio.
9. Representations of the Parties. Each party to this Agreement hereby
acknowledges that it is registered as an investment advisor under the Investment
Advisers Act of 1940, it will use its reasonable best efforts to maintain such
registration, and it will promptly notify the other if it ceases to be so
registered, if its registration is suspended for any reason, or if it is
notified by any regulatory organization or court of competent jurisdiction that
it should show cause why its registration should not be suspended or terminated.
10. Liability. The Sub-Advisor shall use its best efforts and good
faith in the performance of its services hereunder. However, so long as the
Sub-Advisor has acted in good faith and has used its best efforts, then in the
absence of willful misfeasance, bad faith, gross negligence or reckless
disregard for its obligations hereunder, it shall not be liable to the Trust or
its shareholders or to the Investment Manager for any act or omission resulting
in any loss suffered in any portfolio of the Trust in connection with any
service to be provided herein. The Federal laws impose responsibilities under
certain circumstances on persons who act in good faith, and therefore, nothing
herein shall in any way constitute a waiver of limitation of any rights which
the Trust or Investment Manager may have under applicable law.
The Investment Manager agrees that the Sub-Advisor shall not be liable
for any failure to recommend the purchase or sale of any security on behalf of
the Portfolio on the basis of any information which might, in Sub-Advisor's
opinion, constitute a violation of any federal or state laws, rules or
regulations.
11. Other Activities of Sub-Advisor. Investment Manager agrees that the
Sub-Advisor and any of its partners or employees, and persons affiliated with it
or with any such partner or employee may render investment management or
advisory services to other investors and institutions, and such investors and
institutions may own, purchase or sell, securities or other interests in
property the same as or similar to those which are selected for purchase,
holding or sale for the Portfolio, and the Sub-Advisor shall be in all respects
free to take action with respect to investments in securities or other interests
in property the same as or similar to those selected for purchase, holding or
sale for the Portfolio. Purchases and sales of individual securities on behalf
of the Portfolio and other portfolios of the Trust or accounts for other
investors or institutions will be made on a basis that is equitable to all
portfolios of the Trust and other accounts. Nothing in this agreement shall
impose upon the Sub-Advisor any obligation to purchase or sell or recommend for
purchase or sale, for the Portfolio any security which it, its partners,
affiliates or employees may purchase or sell for the Sub-Advisor or such
partner's, affiliate's or employee's own accounts or for the account of any
other client, advisory or otherwise.
12. Continuance and Termination. This Agreement shall remain in full
force and effect for one year from the date hereof, and is renewable annually
thereafter by specific approval of the Board of Trustees of the Trust or by vote
of a majority of the outstanding voting securities of the Portfolio. Any such
renewal shall be approved by the vote of a majority of the Trustees who are not
interested persons under the ICA, cast in person at a meeting called for the
purpose of voting on such renewal. This agreement may be terminated without
penalty at any time by the Investment Manager or Sub-Advisor upon 60 days
written notice, and will automatically terminate in the event of its assignment
by either party to this Agreement, as defined in the ICA, or (provided
Sub-Advisor has received prior written notice thereof) upon termination of the
Investment Manager's Management Agreement with the Trust.
13. Notification. Sub-Advisor will notify the Investment Manager within
a reasonable time of any change in the personnel of the Sub-Advisor with
responsibility for making investment decisions in relation to the Portfolio or
who have been authorized to give instructions to a Custodian of the Trust.
Any notice, instruction or other communication required or contemplated
by this agreement shall be in writing. All such communications shall be
addressed to the recipient at the address set forth below, provided that either
party may, by notice, designate a different address for such party.
Investment Manager: American Skandia Investment Services, Incorporated
One Corporate Drive
Shelton, Connecticut 06484
Attention: Thomas M. Mazzaferro
President & Chief Operating Officer
Sub-Advisor: Robertson, Stephens & Company
Investment Management, L.P.
555 California Street
San Francisco, California 94104
Attention: David Elliot
14. Indemnification. The Sub-Advisor agrees to indemnify and hold
harmless Investment Manager, any affiliated person within the meaning of Section
2(a)(3) of the 1940 Act ("affiliated person") of Investment Manager and each
person, if any who, within the meaning of Section 15 of the Securities Act of
1933 (the "1933 Act"), controls ("controlling person") Investment Manager,
against any and all losses, claims, damages, liabilities or litigation
(including reasonable legal and other expenses), to which Investment Manager or
such affiliated person or controlling person may become subject under the 1933
Act, the 1940 Act, the Investment Adviser's Act of 1940 ("Adviser's Act"), under
any other statute, at common law or otherwise, arising out of Sub-Advisor's
responsibilities as portfolio manager of the Portfolio (1) to the extent of and
as a result of the willful misconduct, bad faith, or gross negligence by
Sub-Advisor, any of Sub-Advisor's employees or representatives or any affiliate
of or any person acting on behalf of Sub-Advisor, or (2) as a result of any
untrue statement or alleged untrue statement of a material fact contained in a
prospectus or statement of additional information covering the Portfolio or the
Trust or any amendment thereof or any supplement thereto or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statement therein not misleading, if such a statement
or omission was made in reliance upon written information furnished to
Investment Manager, the Trust or any affiliated person of the Investment Manager
or the Trust or upon verbal information confirmed by the Sub-Advisor in writing
or (3) to the extent of, and as a result of, the failure of the Sub-Advisor to
execute, or cause to be executed, Portfolio transactions according to the
standards and requirements of the 1940 Act; provided, however, that in no case
is Sub-Advisor's indemnity in favor of Investment Manager or any affiliated
person or controlling person of Investment Manager deemed to protect such person
against any liability to which any such person would otherwise be subject by
reason of willful misconduct, bad faith or gross negligence in the performance
of its duties or by reason of its reckless disregard of its obligations and
duties under this Agreement.
The Investment Manager agrees to indemnify and hold harmless
Sub-Advisor, any affiliated person within the meaning of Section 2(a)(3) of the
1940 Act ("affiliated person") of Sub-Advisor and each person, if any who,
within the meaning of Section 15 of the Securities Act of 1933 (the "1933 Act"),
controls ("controlling person") Sub-Advisor, against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses), to which Sub-Advisor or such affiliated person or controlling person
may become subject under the 1933 Act, the 1940 Act, the Investment Adviser's
Act of 1940 ("Adviser's Act"), under any other statute, at common law or
otherwise, arising out of Investment Manager's responsibilities as investment
manager of the Portfolio (1) to the extent of and as a result of the willful
misconduct, bad faith, or gross negligence by Investment Manager, any of
Investment Manager's employees or representatives or any affiliate of or any
person acting on behalf of Investment Manager, or (2) as a result of any untrue
statement or alleged untrue statement of a material fact contained in a
prospectus or statement of additional information covering the Portfolio or the
Trust or any amendment thereof or any supplement thereto or the omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statement therein not misleading, if such a statement
or omission was made by the Trust other than in reliance upon written
information furnished by Sub-Advisor, or any affiliated person of the
Sub-Advisor or other than upon verbal information confirmed by the Sub-Advisor
in writing; provided, however, that in no case is Investment Manager's indemnity
in favor of Sub-Advisor or any affiliated person or controlling person of
Sub-Advisor deemed to protect such person against any liability to which any
such person would otherwise be subject by reason of willful misconduct, bad
faith or gross negligence in the performance of its duties or by reason of its
reckless disregard of its obligations and duties under this Agreement.
15. Warranty. The Investment Manager represents and warrants that (i)
the appointment of the Sub-Advisor by the Investment Manager has been duly
authorized and (ii) it has acted and will continue to act in connection with the
transactions contemplated hereby, and the transactions contemplated hereby are,
in conformity with the Investment Company Act of 1940, the Trust's governing
documents and other applicable laws.
The Sub-Advisor represents and warrants that it is authorized to
perform the services contemplated to be performed hereunder.
16. Amendment. This agreement may be amended by mutual written consent
of the parties, subject to the provisions of the ICA.
17. Governing Law. This agreement is made under, and shall be governed
by and construed in accordance with, the laws of the State of Connecticut.
18. Counterparts. This agreement may be executed in one or more
counterparts, each of which shall be deemed an original.
The effective date of this agreement is __________, 1997.
FOR THE INVESTMENT MANAGER: FOR THE SUB-ADVISOR:
Thomas Mazzaferro
President & Chief Operating Officer
Date: Date: _________________________
Attest: Attest: _________________________
15000-1
AMERICAN SKANDIA TRUST
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS OF THE
ROBERTSON STEPHENS VALUE + GROWTH PORTFOLIO
TO BE HELD ON SEPTEMBER 30, 1997
The undersigned hereby appoints Maureen Gulick and Deirdre Burke and
each of them as the proxy or proxies of the undersigned, with full power of
substitution, to vote on behalf of the undersigned all shares of beneficial
interest of the above stated Portfolio of American Skandia Trust (or "Trust")
that the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 10:00 a.m., Eastern Time, on
September 30, 1997 at the offices of the Trust at One Corporate Drive, 10th
Floor, Shelton, Connecticut and at any adjournments thereof, upon the matters
described in the accompanying Proxy Statement and upon any other business that
may properly come before the meeting or any adjournment thereof. Said proxies
are directed to vote or to refrain from voting as checked on the reverse side.
If any other matters are properly presented to the meeting for action, it is
intended that the proxies will vote in accordance with their judgment.
PLEASE SIGN ON THE OTHER SIDE AND RETURN PROMPTLY IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
The undersigned acknowledges receipt with this proxy of a copy of the
Combined Notice of Special Meeting of Shareholders and the Proxy Statement of
the Robertson Stephens Value + Growth Portfolio of the Trust. If a contract is
jointly held, each contract owner named should sign. If only one signs, his or
her signature will be binding. If the contract owner is a trust, custodial
account or other entity, the name of the trust or the custodial account should
be entered and the trustee, custodian, etc. should sign in his or her own name,
indicating that he or she is "Trustee," "Custodian," or other applicable
designation. If the contract owner is a partnership, the partnership should be
entered and the partner should sign in his or her own name, indicating that he
or she is a "Partner."
<TABLE>
<CAPTION>
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PLEASE MARK VOTES
AS IN THIS EXAMPLE
<S> <C> <C> <C> <C>
For Against Abstain
THE BOARD OF TRUSTEES OF THE TRUST PROPOSAL TO APPROVE A NEW SUB-ADVISORY
RECOMMENDS VOTING FOR THE FOLLOWING AGREEMENT BETWEEN AMERICAN SKANDIA INVESTMENT
PROPOSAL: SERVICES, INCORPORATED AND ROBERTSON STEPHENS &
COMPANY INVESTMENT MANAGEMENT, L.P. REGARDING
THE SHARES REPRESENTED HEREBY WILL BE
INVESTMENT ADVICE TO THE ROBERTSON
STEPHENS VOTED AS INDICATED OR FOR THE
PROPOSAL IF VALUE + GROWTH PORTFOLIO.
NO CHOICE IS INDICATED.
THIS PROXY IS BEING SOLICITED ON BEHALF OF
THE BOARD OF TRUSTEES OF THE TRUST.
CONTRACT NUMBER:
Please be sure to sign and date this Proxy
_________________________ Date:___________ _________________________ Date: ____________
Shareholder sign here Co-owner sign here
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
