Investment Company Act No. 811-5186
As filed with the Securities and Exchange Commission on June 4, 1999
SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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American Skandia Trust
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<PAGE>
AMERICAN SKANDIA TRUST
One Corporate Drive
P.O. Box 883
Shelton, Connecticut 06484
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS OF THE
VARIOUS PORTFOLIOS OF AMERICAN SKANDIA TRUST
To be held
August 2, 1999
To the Shareholders of the various Portfolios of American Skandia Trust:
Notice is hereby given that a Special Meeting of Shareholders of each
series (the "Portfolios") of American Skandia Trust (the "Trust"), will be held
at One Corporate Drive, Shelton, Connecticut 06484 on August 2, 1999 at 2:00
p.m. Eastern Time, or at such adjourned time as may be necessary to vote (the
"Meeting"), for the following purposes:
I. For each Portfolio to consider the approval of a Distribution Plan
for the Trust Pursuant to Rule 12b-1 under the Investment Company Act.
II. For each Portfolio to consider the authorization for the Board of
Trustees to select and change Sub-advisors and enter into Sub-advisory
Agreements without obtaining the approval of shareholders.
III. For certain Portfolios to consider the approval of the elimination
of a fundamental investment policy restricting investments in other investment
companies.
IV. For certain Portfolios to consider the approval of elimination of a
fundamental investment policy restricting investments in issuers whose
outstanding securities are owned by Trustees of the Trust or Directors or
Officers of its Investment Manager.
V. For certain Portfolios to consider the approval of the
reclassification of the Portfolio's investment objective from "fundamental" to
"non-fundamental".
VI. To consider the Amendment and Restatement of the Agreement and
Declaration of Trust.
VII. For certain Portfolios to consider changes in fundamental
investment restrictions concerning lending.
VIII. For certain Portfolios to consider changes in fundamental investment
restrictions concerning commodities contracts.
IX. To consider the election of two Trustees.
The matters referred to above are discussed in detail in the Proxy
Statement attached to this Notice. The Board of Trustees has fixed the close of
business on June 4, 1999 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 on
each proposal.
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 of
proxy and return it promptly in the envelope provided for that purpose.
Alternatively, you may vote electronically as described in the Proxy Statement.
The enclosed 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,
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 IT 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
June 22, 1999
<PAGE>
PROXY STATEMENT
AMERICAN SKANDIA TRUST
One Corporate Drive
P.O. Box 883
Shelton, Connecticut 06484
SPECIAL MEETINGS OF SHAREHOLDERS OF THE VARIOUS
PORTFOLIOS OF AMERICAN SKANDIA TRUST
To be held
August 2, 1999
This proxy statement and enclosed form of proxy are being furnished in
connection with the solicitation of proxies by the Board of Directors of
American Skandia Trust (the "Trust") for use at a Special Meeting of the
Shareholders of the various investment portfolios of the Trust (collectively,
the "Portfolios") to be held at One Corporate Drive, Shelton, Connecticut 06484
on August 2 1999, at 2:00 p.m. Eastern Time, (the "Meeting"), or at any
adjournments thereof, for the purposes set forth in the accompanying Notice of
Meeting (the "Notice"). The first mailing of proxies and proxy statements to
shareholders is anticipated to be on or about June 22, 1999.
Voting Matters
You may vote by indicating voting instructions on the enclosed proxy
(or proxies), and returning it in the envelope provided, or you may vote over
the Internet by visiting http://www.americanskandia.com, looking for the "Vote"
link and following the instructions provided. Voting instructions will be
solicited principally by mailing this Proxy Statement and its enclosures, but
proxies also may by solicited by telephone, facsimile, through electronic means
such as e-mail, or in person by officers or representatives 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 request. The costs of the Meeting, including costs related to
preparing and mailing this Proxy Statement, attributable to Proposals I, II and
V will be borne by ASLAC and its affiliates and the costs attributable to the
other Proposals will be borne by the Trust.
The Annual Report of the Trust, including audited financial statements
for the fiscal year ended December 31, 1998, (the "Reports"), has been
previously sent to shareholders. The Trust will furnish additional copies of the
Reports 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 June 4, 1999 (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,
the shares of beneficial interest of the Portfolios outstanding were as follows:
PORTFOLIO SHARES
AST Lord Abbett Growth and Income Portfolio
AST Lord Abbett Small-Cap Value Portfolio
AST JanCap Growth Portfolio
AST Janus Overseas Growth Portfolio
AST Janus Small-Cap Growth Portfolio
AST Money Market Portfolio
AST Federated High Yield Portfolio
AST T. Rowe Price Asset Allocation Portfolio
AST T. Rowe Price International Equity Portfolio
AST T. Rowe Price Natural Resources Portfolio
AST T. Rowe Price International Bond Portfolio
AST T. Rowe Price Small Company Value Portfolio
AST Founders Passport Portfolio
AST INVESCO Equity Income Portfolio
AST PIMCO Total Return Bond Portfolio
AST PIMCO Limited Maturity Bond Portfolio
AST American Century International Growth Portfolio
AST American Century Strategic Balanced Portfolio
AST American Century Income & Growth Portfolio
AST AIM International Equity Portfolio
AST AIM Balanced Portfolio
AST Cohen & Steers Realty Portfolio
AST Bankers Trust Enhanced 500 Portfolio
AST Marsico Capital Growth Portfolio
AST Neuberger Berman Mid-Cap Value Portfolio
AST Neuberger Berman Mid-Cap Growth Portfolio
AST Oppenheimer Large-Cap Growth Portfolio
AST Kemper Small-Cap Growth Portfolio
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
annuity contracts and variable life insurance policies ("Variable Contracts")
issued by life insurance companies, including ASLAC (the "Participating
Insurance Companies"). As of the Record Date, more than 99% of each 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), ASLAC Variable
Account B (Class 3 Sub-Accounts), ASLAC Variable Account F and ASLAC Variable
Account Q (collectively, for purposes of this Proxy Statement, "ASLAC Variable
Accounts"), each of which, except for ASLAC Variable Account Q, 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. The Participating Insurance Companies will solicit
voting instructions from variable annuity contract owners who beneficially own
shares of a Portfolio through separate accounts of the Participating Insurance
Companies as of the Record Date (the "Contractowners"). Because Contractowners
are indirectly invested in the Portfolios through their contracts and have the
right to instruct the Participating Insurance Companies how to vote shares of
the Portfolios on all matters requiring a shareholder vote, Contractowners
should consider themselves shareholders of the Portfolios for purposes of this
Proxy Statement.
All shares of each Portfolio held by the Contractowners will be voted
by the Participating Insurance Companies in accordance with voting instructions
received from such Contractowners with respect to each proposal being presented
to them as set forth in the Notice. Proxies submitted without voting
instructions for any such proposal will be voted FOR the proposal. The
Participating Insurance Companies are entitled to vote shares for which no proxy
is received and will vote such shares in the same proportion as the votes cast
by their Contractowners on the proxy issues presented. ASLAC has fixed the close
of business on June 14, 1999 as the last day on which voting instructions will
be accepted.
Management of the Portfolio
American Skandia Investment Services, Inc. ("ASISI" or the "Investment
Manager") is the investment manager for all the Trust's Portfolios. ASISI is a
wholly-owned subsidiary of American Skandia Investment Holding Corporation
("ASIHC"). ASIHC is also the owner of ASLAC and American Skandia Marketing,
Incorporated ("ASM"), which serves as the distributor of the Trust. The
principal offices of ASISI, ASIHC, ASLAC and ASM are located in the same
building at One Corporate Drive, Shelton, Connecticut 06484. ASIHC is indirectly
owned by Skandia Insurance Company Ltd., a Swedish company located at Sveavagen
44, S-103, Stockholm, Sweden.
ASISI serves as Investment Manager to the Portfolios pursuant to
Investment Management Agreements with the Trust with respect to each Portfolio
(the "Investment Management Agreements"). In the case of each Portfolio, the
Investment Management Agreement 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 approval of the Board of Trustees of
the Trust (the "Trustees") and, where required, the shareholders of the
Portfolio, a sub-advisor to provide advisory services to the Portfolio. ASISI
may delegate to the sub-advisor 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 or sold from the Portfolio.
In accordance with this provision for delegation of authority, ASISI
has entered into a sub-advisory agreement with respect to each Portfolio,
pursuant to which the above duties were delegated by ASISI to a sub-advisor who
receives compensation for its services from ASISI out of the investment
management fee ASISI receives from each Portfolio; the sub-advisors do not
receive compensation directly from any Portfolio.
The Administrator of the Portfolios is PFPC Inc., a Delaware
corporation located at 103 Bellevue Parkway, Wilmington, Delaware 19809.
Summary of Proposals
Shareholders of the Funds are being asked to consider and vote on the
nine Proposals set forth in the Notice and described in more detail below.
o Under Proposal I, shareholders of each Portfolio are being asked to
consider the adoption of a Distribution Plan for the Trust. The Plan will
enable ASM to receive brokerage commissions in connection with purchases
and sales of securities held by the Portfolios, and to use such commission
revenue to promote the sale of Portfolio shares. Proposal I would not
result in any additional costs being borne by any Portfolio.
o Under Proposal II, shareholders are being asked to permit the Board of
Trustees of the Trust to change sub-advisors for a Portfolio in the future,
and to permit ASISI to enter into sub-advisory agreements, without
obtaining shareholder approval of the changes. Proposal II would not enable
the Board to replace ASISI or to materially amend a Portfolio's Investment
Management Agreement without shareholder approval. Proposal II is intended
to facilitate the efficient supervision and management of the sub-advisors
by the Investment Manager and the Trustees.
o Under Proposal III, the shareholders of each of the AST Lord Abbett Growth
and Income Portfolio, AST JanCap Growth Portfolio, AST Money Market
Portfolio, AST Federated High Yield Portfolio, AST INVESCO Equity Income
Portfolio, AST PIMCO Total Return Bond Portfolio and AST PIMCO Limited
Maturity Bond Portfolio are being asked to eliminate an identical
fundamental investment policy applicable to each such Portfolio which
limits the Portfolio's investments in other investment companies. The
fundamental restriction is intended to reflect similar restrictions under
the Investment Company Act which will continue to apply to each Portfolio
even if its shareholders approve Proposal III. If approved by the
shareholders of a Portfolio, the fundamental investment restriction will be
eliminated for that particular Portfolio.
o Under Proposal IV, the shareholders of each of the AST Lord Abbett Growth
and Income Portfolio, the AST JanCap Growth Portfolio, the AST Money Market
Portfolio, the AST Federated High Yield Portfolio, the AST INVESCO Equity
Income Portfolio, AST PIMCO Total Return Bond Portfolio and the AST PIMCO
Limited Maturity Bond Portfolio are being asked to approve the elimination
of an identical fundamental investment restriction applicable to each such
Portfolio which restricts Portfolio investments in issuers whose
outstanding securities also are owned by Trustees or by Directors or
officers of the Investment Manager. If approved by the shareholders of a
Portfolio, the fundamental investment restriction will be eliminated for
that particular Portfolio. This investment restriction reflects the
requirements of certain state securities laws which no longer apply to the
Portfolios and is therefore unnecessary and unduly restrictive.
o Under Proposal V, the shareholders of each of the Portfolios listed in the
table below are being asked to retain the investment objective applicable
to such Portfolio, but to change the investment objective from a
"fundamental" investment policy (which cannot be changed without
shareholder approval) to a "non-fundamental" investment policy, which may
be changed by the Trustees without shareholder approval if the Trustees
determine in their judgment that such a change would be in the best
interests of the Portfolio's shareholders. The proposed change will provide
additional flexibility to change the investment objective for each
Portfolio when circumstances warrant and also will facilitate the
implementation of Proposal II, if that proposal is approved by allowing the
Trustees to tailor the investment objective to reflect the investment
program of newly appointed sub-advisors without the expense and delay of
arranging for and holding a shareholder meeting.
o Under Proposal VI, the shareholders of each Portfolio are being asked to
approve an Amendment and Restatement of the Agreement and Declaration of
the Trust, dated October 1, 1988 which, among other things, would permit
the Trustees to divide shares of beneficial interest in each Portfolio into
more than one class.
o Under Proposal VII, the shareholders of each of the AST Lord Abbett Growth
and Income Portfolio, AST JanCap Growth Portfolio, AST Janus Overseas
Growth Portfolio, AST Federated High Yield Portfolio, AST INVESCO Equity
Income Portfolio and AST American Century Strategic Balanced Portfolio are
being asked to approve replacement of fundamental investment restrictions
governing loans generally that operate to limit unnecessarily the
Portfolios' securities lending activities with a fundamental investment
restriction that, while continuing to prohibit loans generally, would
permit each Portfolio to lend securities in accordance with the Investment
Company Act.
o Under Proposal VIII, the shareholders of the AST American Century
International Growth Portfolio and the AST American Century Strategic
Balanced Portfolio are being asked to approve changes in a fundamental
investment restriction applicable to investments in commodities and
commodities contracts. The proposed changes will provide additional
flexibility to the Portfolio to pursue its investment objective by limiting
the current fundamental investment restriction to direct investments in
physical commodities (except those acquired as a result of ownership of
securities or instruments) and allowing options and futures transactions
and forward currency contracts in accordance with the Portfolio's
investment policies.
o Under Proposal IX, the shareholders of the Trust are
being asked to elect two Trustees to serve until their respective
successors have been elected and qualified. The Nominees are currently
serving as Trustees but, unlike the other Trustees, have not previously
been elected by the shareholders of the Trust. This action is being
proposed to assure continued compliance with certain provisions of the
Investment Company Act which require a specified portion of Trustees to
have been elected by shareholders. Election of the two nominees at this
time will obviate the need for a special meeting of shareholders of the
Trust in the event that a vacancy occurs on the Board of Trustees by reason
of death, retirement, resignation, removal or otherwise.
<TABLE>
<CAPTION>
Proposal Portfolios
<S> <C> <C> <C> <C> <C> <C>
I. Approval of a Distribution Plan for All Portfolios
the Trust Pursuant to Rule 12b-1
under the Investment Company Act.
II. Authorization for the Board of All Portfolios
Trustees to Select and change
Sub-advisors and enter into
Sub-advisory Agreements without
obtaining the approval of
shareholders.
III. Approval of Elimination of AST Lord Abbett Growth and Income Portfolio, AST JanCap
Fundamental Investment Policy Growth Portfolio, AST Money Market Portfolio, AST
Restricting Investments in Other Federated High Yield Portfolio, AST INVESCO Equity
Investment Companies. Income Portfolio, AST PIMCO Total Return Bond
Portfolio, AST Limited Maturity Bond Portfolio
IV. Approval of Elimination of AST Lord Abbett Growth and Income Portfolio,
Fundamental Investment Policy AST JanCap Growth Portfolio, AST Money Market Portfolio,
Restricting Investments in Issuers AST Federated High Yield Portfolio, AST INVESCO Equity
Whose Outstanding Securities Are Income Portfolio, AST PIMCO Total Return Bond
Owned by Trustees of the Trust or Portfolio, AST PIMCO Limited Maturity Bond Portfolio
Directors or Officers of the
Investment Manager.
V. Approval of Reclassification of AST Lord Abbett Growth and Income Portfolio, AST Lord
Portfolio Investment Objective from Abbett Small Cap Value Portfolio, AST JanCap Growth
"Fundamental" to "Non-fundamental". Portfolio, AST Janus Overseas Growth Portfolio, AST
Money Market Portfolio, AST Federated High Yield Portfolio,
AST T. Rowe Price Asset Allocation Portfolio,
AST T. Rowe Price International Equity Portfolio,
AST T. Rowe Price International Bond Portfolio,
AST T. Rowe Price Small Company Value Portfolio, AST Founders Passport
Portfolio, AST INVESCO Equity Income Portfolio, AST PIMCO Limited
Maturity Bond Portfolio, AST Lord Abbett Small Cap Value Portfolio,
AST American Century International Growth Portfolio, AST American Century
Strategic Balanced Portfolio, AST Cohen & Steers Realty Portfolio,
AST Marsico Growth Portfolio
VI. Amendment and Restatement of the All Portfolios
Agreement and Declaration of Trust.
VII. Changes in Fundamental Investment AST Lord Abbett Growth and Income Portfolio, AST JanCap
Restrictions Restricting Lending. Growth Portfolio, AST Janus Overseas Growth Portfolio,
AST Federated High Yield Portfolio, AST INVESCO Equity
Income Portfolio, AST American Century Strategic
Balanced Portfolio and AST American Century Income &
Growth Portfolio
VIII. Changes in Fundamental Invest-ment AST American Century International Growth Portfolio and
Restrictions Concerning Commodities AST American Century Strategic Balanced Portfolio
Contracts.
IX. Election of Two Trustees. All Portfolios
</TABLE>
<PAGE>
PROPOSAL I
APPROVAL OF DISTRIBUTION PLAN FOR THE TRUST
PURSUANT TO RULE 12b-1 UNDER THE INVESTMENT COMPANY ACT
Background
At the meeting, shareholders of each Portfolio will be asked to approve
a Distribution Plan for the Trust (attached to this Proxy Statement as Exhibit
A) (the "Distribution Plan"). Under the Distribution Plan, ASISI would be
authorized to request that the sub-advisors of the various Portfolios direct a
portion of the transactions for the purchase and sale of securities for the
Portfolio to certain broker-dealers for execution. These broker-dealers,
referred to as clearing brokers, have agreed to pay part of the brokerage
commissions received on such transactions to ASM for "introducing" transactions
to the clearing broker. In turn, ASM would use the brokerage commissions
received as an introducing broker to pay various distribution-related expenses,
such as advertising, printing of sales materials and payments to broker-dealers
who sell variable contracts the premiums for which are invested in shares of the
Trust ("selling dealers"). As discussed in more detail below, no Portfolio will
incur any new fees or charges under the New Distribution Plan, nor is it
expected that the brokerage commissions paid by a Portfolio will increase as the
result of implementation of the Distribution Plan.
Certain sub-advisors currently consider the sale of Portfolio shares in
selecting broker-dealers to execute Portfolio brokerage transactions, and ASISI
requests that certain sub-advisors try to direct a portion of their Portfolio's
transactions to certain selling dealers subject to applicable legal
requirements. However, ASISI and ASM have determined that adopting the
Distribution Plan, which provides for the Portfolios' payment of brokerage
commissions to ASM and ASM's use of these commission revenues to make direct
payments to selling brokers for other purposes, would provide a more effective
and efficient means of promoting the sale of Portfolio shares.
Additional Information on the Distribution Plan
ASM will use a part of the directed commission revenues it receives
under the Distribution Plan to cover administrative costs associated with the
implementation and operation of the Distribution Plan. These expenses are
expected to be small in relation to the revenues received. The remainder of the
commission revenue received by ASM will be used to finance activities
principally intended to result in the sale of shares of the Portfolios. Under
the Distribution Plan, these activities may include:
o printing and mailing of Trust prospectuses, statements of additional
information, any supplements thereto and shareholder reports for existing
and prospective Contractowners;
o development, preparation, printing and mailing of Trust advertisements and
sales literature;
o holding or participating in seminars and sales meetings designed to promote
the sale of Trust shares;
o paying marketing fees requested by selling dealers;
o obtaining information and providing explanations to Contractowners
regarding Portfolio investment objectives and policies and other
information about the Trust and the Portfolio, including the performance of
the Portfolios;
o training sales personnel regarding sales of Variable Contracts and shares
of the Trust; and
o personal service to Contractowners and/or maintenance of Contractowner
accounts.
The commission rates and amounts paid by the Portfolios are not
expected to increase as a result of the implementation of the Distribution Plan.
However, it is expected that implementation of the Distribution Plan will
generate a greater amount of income for the promotion of the sale of the Trust
shares than the amount currently directed to selling brokers for effecting
portfolio transactions of the Portfolios. Therefore, it is expected that
implementing the Distribution Plan will enable ASM to better promote the sale of
Trust shares at no additional cost to the Portfolios, although some of the
payments that will be made under the Distribution Plan are currently made by ASM
out of other resources available to it.
The Distribution Plan will be governed by Rule 12b-1 under the
Investment Company Act of 1940 (the "Investment Company Act"), which requires
that (1) a Rule 12b-1 plan must be approved with respect to a fund by a vote of
at least a majority of the outstanding voting securities of that fund; (2) a
plan and any related agreements must be approved by a vote of the fund's board
of trustees, and by a majority of the trustees who are not "interested persons"
of the fund under the Investment Company Act and have no direct or indirect
financial interest in the operation of the plan or in any related agreements
("independent trustees"), cast in person at a meeting called for the purpose of
voting on the plan and related agreements; (3) both a plan and any related
agreements must provide in substance (i) that they will be subject to annual
approval by the trustees and independent trustees, (ii) that any person
authorized to make payments under the plan or a related agreement must provide
the trustees with a quarterly written report of payments made and the purpose of
the payments, (iii) that the plan may be terminated at any time by the vote of a
majority of the independent trustees, (iv) that any related agreement may be
terminated without penalty at any time by a vote of a majority of the
independent trustees or by a vote of a majority of the outstanding securities of
a fund on not more than 60 days' written notice, and (v) that any related
agreement terminates if it is assigned; (4) a plan may not be amended to
increase materially the amount to be spent for distribution without shareholder
approval, and all material plan amendments must be approved by a vote of the
independent trustees; and (5) in implementing or continuing the plan, the
trustees must conclude that there is a reasonable likelihood that the plan will
benefit the fund and its shareholders.
Expense Information
The brokerage commission rates and amounts paid by the various
Portfolios of the Trust are not expected to increase as a result of the
implementation of the proposed Distribution Plan. Nor are the total returns of
the Portfolios expected to be affected adversely. However, the staff of the
Securities and Exchange Commission recently has taken the position that amounts
received by American Skandia Marketing, Inc. ("ASM") as an introducing broker
under the Distribution Plan should be reflected in the expenses of the Funds.
Therefore, the table below estimates what each Portfolio's distribution
fee, and its resulting total and net expenses, will be deemed to be as a result
the implementation of the Distribution Plan. The Distribution Fee estimates are
derived from data regarding each Portfolio's brokerage transactions, and the
proportion of such transactions directed to selling dealers, for the year ended
March 31, 1999. However, it is not possible to determine with accuracy actual
amounts that will be received by ASM from the Distribution Plan. Such amounts
will vary based upon the level of a Portfolio's brokerage activity, the
proportion of such activity directed under the Distribution Plan, and other
factors. Unless otherwise indicated below, expenses other than the Distribution
Fee estimates are based on amounts paid for the year ending December 31, 1998.
<TABLE>
<CAPTION>
SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment):
<S> <C> <C> <C> <C> <C>
Maximum Sales Charge (Load) Imposed on Purchases NONE*
Maximum Deferred Sales Charge (Load) NONE*
Maximum Sales Charge (Load) Imposed on Reinvested Dividends NONE*
Redemption Fees NONE*
Exchange Fee NONE*
</TABLE>
* Shares of the Portfolios may be purchased through variable insurance products,
which involve their own charges and expenses. This table does not reflect any
such charges.
ANNUAL PORTFOLIO OPERATING EXPENSES (expenses that are deducted from Portfolio
assets, in %):
<TABLE>
<CAPTION>
Management Estimated Other Total Annual Fee Waivers Net
Fees Expenses Portfolio and Expense Annual
Distribution Operating Reimbursement(5) Portfolio
Fees Expenses Operating
Portfolio: Expenses
<S> <C> <C> <C> <C> <C> <C>
AST Founders Passport 1.00 0 0.30 1.30 N/A 1.30
AST T. Rowe Price International Equity 1.00 <0.01 0.25 1.25 N/A 1.25
AST AIM International Equity 0.87 0.03 0.26 1.16 N/A 1.16
AST Janus Overseas Growth 1.00 <0.01 0.27 1.27 N/A 1.27
AST American Century International 1.00 0 0.65 1.65 N/A 1.65
Growth
AST Janus Small-Cap Growth 0.90 0.06 0.22 1.18 N/A 1.18
AST Kemper Small-Cap Growth(1) 0.95 0.56 0.60 2.11 0.20 1.91
AST Lord Abbett Small Cap Value 0.95 0 0.36 1.31 N/A 1.31
AST T. Rowe Price Small Company Value 0.90 0 0.21 1.11 N/A 1.11
AST Neuberger Berman Mid-Cap Growth(2) 0.90 0.14 0.17 1.21 N/A 1.21
AST Neuberger Berman Mid-Cap Value(3) 0.90 0.29 0.15 1.34 N/A 1.34
AST T. Rowe Price Natural Resources 0.90 0.04 0.26 1.20 N/A 1.20
AST Oppenheimer Large-Cap Growth(4) 0.90 0.06 0.22 1.18 N/A 1.18
AST Marsico Capital Growth 0.90 0.08 0.21 1.19 N/A 1.19
AST JanCap Growth 0.90 0.02 0.14 1.06 0.02 1.04
AST Bankers Trust Enhanced 500 0.60 0 0.26 0.86 0.06 0.80
AST Cohen & Steers Realty 1.00 0.03 0.30 1.33 N/A 1.33
AST American Century Income & Growth 0.75 0.07 0.25 1.07 N/A 1.07
AST Lord Abbett Growth and Income 0.75 0.06 0.16 0.97 N/A 0.97
AST INVESCO Equity Income 0.75 0.04 0.18 0.97 N/A 0.97
AST AIM Balanced 0.74 0.04 0.26 1.04 N/A 1.04
AST American Century Strategic Balanced 0.85 0 0.28 1.13 N/A 1.13
AST T. Rowe Price Asset Allocation 0.85 0 0.24 1.09 N/A 1.09
AST T. Rowe Price International Bond 0.80 0 0.31 1.11 N/A 1.11
AST Federated High Yield 0.75 0 0.20 0.95 N/A 0.95
AST PIMCO Total Return Bond 0.65 0 0.18 0.83 N/A 0.83
AST PIMCO Limited Maturity Bond 0.65 0 0.21 0.86 N/A 0.86
AST Money Market 0.50 0 0.16 0.66 0.06 0.60
</TABLE>
(1) This Portfolio commenced operations in January 1999. "Other expenses" shown
are based on estimated amounts for the fiscal year ending December 31, 1999.
(2) Prior to May 1, 1998, the Investment Manager had engaged Berger Associates,
Inc. as Sub-advisor for the Portfolio, and the total Investment Management fee
was at the annual rate of .75% of the average daily net assets of the Portfolio.
As of May 1, 1998, the Investment Manager engaged Neuberger Berman Management
Incorporated as Sub-advisor for the Portfolio, and the Investment Management fee
is payable at the annual rate of 0.90% of the average daily net assets of the
Portfolio. The Management Fee in the above chart reflects the current Investment
Management fee payable to the Investment Manager.
(3) Prior to May 1, 1998, the Investment Manager had engaged Federated
Investment Counseling as Sub-advisor for the Portfolio, and the total Investment
Management fee was at the annual rate of .75% of the first $50 million of the
average daily net assets of the Portfolio, plus .60% of the Portfolio's average
daily net assets in excess of $50 million. As of May 1, 1998, the Investment
Manager engaged Neuberger Berman Management Incorporated as Sub-advisor for the
Portfolio, and the Investment Management fee is payable at the annual rate of
0.90% of the average daily net assets of the Portfolio. The Management Fee in
the above chart reflects the current Investment Management fee payable to the
Investment Manager.
(4) Prior to December 31, 1998, the Investment Manager had engaged Robertson,
Stephens & Company Investment Management, L.P. as Sub-advisor for the Portfolio,
and the total Investment Management fee was at the annual rate of 1.00% of the
average daily net assets of the Portfolio. As of December 31, 1998, the
Investment Manager engaged OppenheimerFunds, Inc. as Sub-advisor for the
Portfolio, and the Investment Management fee is payable at the annual rate of
0.90% of the first $1 billion of the average daily net assets of the Portfolio,
plus .85% of the Portfolio's average daily net assets in excess of $1 billion.
The Management Fee in the above chart reflects the current Investment Management
fee payable to the Investment Manager.
(5) The Investment Manager has agreed to reimburse and/or waive fees for certain
Portfolios. The caption "Total Annual Fund Operating Expenses" reflects the
Portfolios' fees and expenses before such waivers and reimbursements, while the
caption "Net Annual Fund Operating Expenses" reflects the effect of such waivers
and reimbursements.
<PAGE>
EXPENSE EXAMPLES
These Examples assume that you invest $10,000 in a Portfolio for the
time periods indicated, that your investment has a 5% return each year, and that
any expense waivers and reimbursements remain in effect only for the periods
during which they are binding. The first table assumes that the Portfolios'
total operating expenses remain at current levels. The second table reflects the
effect of the imputed distribution fees as discussed above. Although your actual
costs may be higher or lower, based on these assumptions your costs would be:
<TABLE>
<CAPTION>
Current
After:
Portfolio: 1 yr. 3 yrs. 5 yrs. 10 yrs.
- --------- ------------------------------------------------------------
<S> <C> <C> <C> <C>
AST Founders Passport $132 $412 $713 $1568
AST T. Rowe Price International Equity 127 397 686 1511
AST AIM International Equity 115 359 622 1375
AST Janus Overseas Growth 129 403 697 1534
AST American Century International Growth 168 520 897 1955
AST Janus Small-Cap Growth 114 356 617 1363
AST Kemper Small-Cap Growth 137 470 N/A N/A
AST Lord Abbett Small Cap Value 133 415 718 1579
AST T. Rowe Price Small Company 113 353 612 1352
AST Neuberger Berman Mid-Cap Growth 109 340 590 1306
AST Neuberger Berman Mid-Cap Value 107 334 579 1283
AST T. Rowe Price Natural Resources 118 368 638 1409
AST Oppenheimer Large-Cap Growth 114 356 617 1363
AST Marsico Capital Growth 113 353 612 1352
AST JanCap Growth 104 329 572 1269
AST Bankers Trust Enhanced 500 82 268 471 1055
AST Cohen & Steers Realty 132 412 713 1568
AST American Century Income & Growth 102 318 552 1225
AST Lord Abbett Growth and Income 93 290 504 1120
AST INVESCO Equity Income 95 296 515 1143
AST AIM Balanced 102 318 552 1225
AST American Century Strategic Balanced 115 359 622 1375
AST T. Rowe Price Asset Allocation 111 347 601 1329
AST T. Rowe Price International Bond 113 353 612 1352
AST Federated High Yield 97 303 526 1166
AST PIMCO Total Return Bond 85 265 460 1025
AST PIMCO Limited Maturity Bond 88 274 477 1061
AST Money Market 61 203 357 806
</TABLE>
<TABLE>
<CAPTION>
Estimated
After:
Portfolio: 1 yr. 3 yrs. 5 yrs. 10 yrs.
- --------- ------------------------------------------------------------
<S> <C> <C> <C> <C>
AST Founders Passport $132 $412 $713 $1568
AST T. Rowe Price International Equity 127 397 686 1511
AST AIM International Equity 118 368 638 1409
AST Janus Overseas Growth 129 403 697 1534
AST American Century International Growth 168 520 897 1955
AST Janus Small-Cap Growth 120 375 649 1432
AST Kemper Small-Cap Growth 194 642 N/A N/A
AST Lord Abbett Small Cap Value 133 415 718 1579
AST T. Rowe Price Small Company 113 353 612 1352
AST Neuberger Berman Mid-Cap Growth 123 384 665 1466
AST Neuberger Berman Mid-Cap Value 136 425 734 1613
AST T. Rowe Price Natural Resources 122 381 660 145
AST Oppenheimer Large-Cap Growth 120 375 649 1432
AST Marsico Capital Growth 121 378 654 1443
AST JanCap Growth 106 335 583 1292
AST Bankers Trust Enhanced 500 82 268 471 1055
AST Cohen & Steers Realty 135 421 729 1601
AST American Century Income & Growth 109 340 590 1306
AST Lord Abbett Growth and Income 99 309 536 1190
AST INVESCO Equity Income 99 309 536 1190
AST AIM Balanced 106 331 574 1271
AST American Century Strategic Balanced 115 359 622 1375
AST T. Rowe Price Asset Allocation 111 347 601 1329
AST T. Rowe Price International Bond 113 353 612 1352
AST Federated High Yield 97 303 526 1166
AST PIMCO Total Return Bond 85 265 460 1025
AST PIMCO Limited Maturity Bond 88 274 477 1061
AST Money Market 61 203 357 806
</TABLE>
Additional information on Portfolio expenses is included in the Trust's
Prospectus.
Evaluation by the Board of Trustees
At meetings held on December 16, 1998 and April 21, 1999, the Trustees
determined that there is a reasonable likelihood that the adoption of the
Distribution Plan will benefit each Portfolio and its shareholders, at no
additional cost to the Portfolios. In making this determination, the Trustees
considered a number of factors. The Trustees were informed by representatives of
ASM that the Distribution Plan could improve ASM's ability to attract new
investments in the Portfolios by enabling it to compensate selling dealers
adequately and in the most effective manner. The resulting increase in the
Portfolios' assets should enable the Portfolios to achieve greater economies of
scale and thereby lower their per-share operating expenses.
In addition, the Trustees considered that, unlike virtually all other
Rule 12b-1 plans adopted by investment companies, which provide for payment of
distribution expenses directly out of an investment company's assets,
implementation of the Distribution Plan would not result in the incurring of any
additional costs. The brokerage commissions that would be used to pay
distribution expenses under the Distribution Plan would continue to be incurred
by the Portfolios whether or not the Distribution Plan was adopted. Furthermore,
the Trustees considered that, according to ASM, adopting the Distribution Plan
would not in any way alter ASISI or ASM's obligation or hinder the Portfolios'
ability to achieve "best execution" of the transactions (i.e., the ability to
have the Portfolios' portfolio transactions executed at the best price and in
the most effective manner possible). Because the Distribution Plan is intended
to enable the Trust to continue more effectively their current practice of using
brokerage transactions to promote distribution of the Portfolios, the Trustees
considered their prior determinations that this practice benefited the
Portfolios and their shareholders, and their prior consideration of possible
alternative uses of brokerage for the benefit of the Portfolios.
The Trustees also considered the benefits of the Distribution Plan to
ASISI and ASM. In particular, the Trustees considered that an increase in the
assets of the Portfolios would increase the management fees paid to ASISI, and
that payment of distribution expenses out of brokerage commissions could reduce
the need for ASM to pay such expenses out of other resources available to it.
However, the Trustees also considered that commission revenues received by ASM
under the Distribution Plan are anticipated to be used entirely to pay
distribution expenses and administrative expenses relating to implementation and
operation of the Distribution Plan, and that ASM likely would not earn a profit
directly from acting as an introducing broker for Portfolio transactions. In
addition, the Trustees considered their ability to monitor in the future whether
commission revenues are being used as anticipated.
Approval of the Distribution Plan with respect to a Portfolio requires
a majority vote of the shareholders of that Portfolio.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS VOTE "FOR" PROPOSAL I. ANY UNMARKED PROXIES THAT ARE
RETURNED ON A TIMELY BASIS WILL BE SO VOTED.
PROPOSAL II
AUTHORIZATION FOR THE BOARD OF TRUSTEES OF THE TRUST TO SELECT AND CHANGE
SUB-ADVISORS AND ENTER INTO SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS
As discussed above under Management of the Portfolios, the Investment
Manager selects and employs a sub-advisor to make the day-to-day investment
selections for each Portfolio, and reviews the sub-advisor's performance on an
ongoing basis. The Investment Manager may terminate the service of any
sub-advisor at any time; however, retaining the services of a new sub-advisor
currently requires approval by a Portfolio's shareholders.
The Investment Company Act requires that all contracts pursuant to
which persons serve as investment advisors to investment companies be approved
by shareholders. This requirement applies to the appointment of any new or
replacement sub-advisor to a Portfolio. Absent exemptive relief from the
Securities and Exchange Commission (the "Commission"), shareholders of a
Portfolio would be asked to approve the advisory contract for the new
sub-advisor. Similarly, the Investment Company Act generally requires that all
advisory contracts provide that they will terminate automatically in the event
of their "assignment." As a matter of law, an assignment of an advisory contract
is deemed to occur in connection with transactions that result in a change of
control of a sub-advisor, including certain mergers involving the parent of the
sub-advisor. Currently, the Trust must seek shareholder approval when these
corporate transactions involving a sub-advisor occur.
The Commission has previously granted to other investment companies
conditional exemptions from the shareholder voting requirements applicable to
new and amended sub-advisory contracts, and the Trust has applied for such an
exemption. If the exemption is granted and the Trust complies with the
conditions imposed in connection with the exemption, including obtaining
shareholder approval of this Proposal II, the Trustees would be able, without
further shareholder approval, to appoint or replace sub-advisors and to continue
arrangements with sub-advisors whose contracts have terminated as a result of
their assignment. The Trustees would not, however, be able to replace the
Investment Manager or materially amend a Portfolio's Investment Management
Agreement without complying with the Investment Company Act and applicable
regulations governing shareholder approval of advisory contracts.
This Proposal II is intended to facilitate the efficient supervision
and management of the sub-advisor by the Investment Manager and the Trustees.
The Investment Manager continuously monitors the performance of the sub-advisors
and may from time to time recommend that the Trustees replace a sub-advisor or
appoint an additional sub-advisor for a Portfolio, depending on the Investment
Manager's assessment of which sub-advisor or sub-advisors it believes are best
suited to conduct the Portfolio's investment program and achieve its investment
objective. If the Commission were to grant the exemptive relief and shareholders
were to approve this Proposal II, a Portfolio would no longer be required to
call a shareholder meeting each time a new sub-advisor is appointed.
Shareholder meetings entail substantial costs and delays that could
diminish the benefits of the current sub-advisory arrangements or delay the
implementation of desirable changes in these arrangements. These costs must be
weighed against the benefits of shareholder scrutiny of proposed contracts with
additional or replacement sub-advisors. However, even in the absence of
shareholder approval, a proposal to add or replace sub-advisors would still
receive careful review. First, the Investment Manager would assess the
Portfolio's needs and, if it believed that an additional or replacement
sub-advisor would benefit the Portfolio, would search for available
sub-advisors. Second, any recommendation made by the Investment Manager would
have to be approved by a majority of the Trustees, including a majority of the
Independent Trustees. In approving any new sub-advisor, the Trustees currently
are and will continue to be required to determine that the new sub-advisory
agreement is in the best interests of the Portfolio and its shareholders, and
that the fees provided for in the agreement are fair and reasonable in light of
charges customarily made by others for services of the same nature and quality.
Even if this proposal is approved and an exemption is obtained from the
Commission, the Trustees still may elect to seek shareholder approval of a
sub-advisor change in certain circumstances if in its judgment it is appropriate
to do so.
As noted above, any appointments of additional or replacement
sub-advisors would have to comply with any conditions contained in the
Commission's exemptive order. One condition generally included in similar
exemptive orders for other investment companies requires that the investment
manager furnish shareholders with all of the information that would have been
included in a proxy statement seeking shareholder approval of the new
sub-advisory agreement within a specified period after hiring a new sub-advisor.
Consequently, shareholders of a Portfolio likely will receive notification of a
new sub-advisor for the Portfolio soon after such new sub-advisor begins to
provide services.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS VOTE "FOR" PROPOSAL II. ANY UNMARKED PROXIES THAT ARE
RETURNED ON A TIMELY BASIS WILL BE SO VOTED.
PROPOSAL III
APPROVAL OF ELIMINATION OF
FUNDAMENTAL INVESTMENT POLICY
RESTRICTING INVESTMENTS IN INVESTMENT COMPANIES
Each of the AST Lord Abbett Growth and Income Portfolio, the AST JanCap
Growth Portfolio, the AST Money Market Portfolio, the AST Federated High Yield
Portfolio, the AST INVESCO Equity Income Portfolio, the AST PIMCO Total Return
Bond Portfolio, and the AST PIMCO Limited Maturity Bond Portfolio (collectively,
the "Proposal III Voting Portfolios") is subject to the following fundamental
policy (the "Investment Company Restriction"), which may not be changed without
shareholder approval.
A Portfolio will not purchase securities of other investment companies,
except in connection with a merger, consolidation, acquisition or
reorganization, or by purchase in the open market of securities of
closed-end investment companies where no underwriter or dealer's
commission or profit, other than a customary broker's commission, is
involved and only if immediately thereafter not more than 10% of this
Portfolio's total assets, at market value, would be invested in such
securities, or by investing no more than 5% of the Portfolio's total
assets in other open-end investment companies or by purchasing no more
than 3% of any one open-end investment company's securities.
The above Investment Company Restriction is intended to reflect
requirements of the Investment Company Act, but differs somewhat in wording from
the language of the Investment Company Act and, therefore, is subject to certain
ambiguities. Currently, the Investment Company Act permits up to 10% of a
Portfolio's assets to be invested in other investment companies in the
aggregate. However, the Investment Company Act does not require that a Portfolio
have a fundamental restriction relating to investments in other investment
companies, and the Investment Manager has proposed that the above restriction be
eliminated in order to resolve any ambiguity regarding the permissibility of
such investments. Notwithstanding the elimination of the Investment Company
Restriction for any of the Proposal III Voting Portfolios, each such Portfolio
would continue to be subject to the Investment Company Act limitations on
investments in other investment companies. Elimination of the Investment Company
Restriction would enable each of the Proposal III Voting Portfolios to be
managed in accordance with the requirements of the Investment Company Act
without reference to any other restriction. If the Investment Company Act is
amended, the Portfolio would be able to respond to any provisions of the amended
statute of potential benefit to the Proposal III Voting Portfolios without
conducting a shareholders' meeting with attendant delay and expense. It is not
expected that approval of the above change will affect materially the manner in
which the subject portfolios are managed.
The shareholders of each Proposal III Voting Portfolio will vote
separately on Proposal III and the Investment Company Restriction will be
eliminated for a Proposal III Voting Portfolio only if approved by its
shareholders. Approval of Proposal III by the shareholders of any Proposal III
Voting Portfolio is not contingent upon approval of Proposal III by the
shareholders of the other Proposal III Voting Portfolios.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS OF EACH PROPOSAL III VOTING PORTFOLIO VOTE "FOR" PROPOSAL
III. ANY UNMARKED PROXIES WILL BE SO VOTED.
PROPOSAL IV
APPROVAL OF ELIMINATION OF FUNDAMENTAL INVESTMENT
POLICY APPLICABLE TO CERTAIN PORTFOLIOS
LIMITING PORTFOLIO INVESTMENTS IN SECURITIES
OWNED BY TRUSTEES AND INVESTMENT MANAGER
DIRECTORS OR OFFICERS
Each of the AST Lord Abbett Growth and Income Portfolio, the AST JanCap
Growth Portfolio, the AST Money Market Portfolio, the AST Federated High Yield
Portfolio, the AST INVESCO Equity Income Portfolio, the AST PIMCO Total Return
Bond Portfolio and the AST PIMCO Limited Maturity Bond Portfolio (collectively,
the "Proposal IV Voting Portfolios") is subject to the following fundamental
investment restriction ("the Owned Securities Restriction"), which may not be
changed without shareholder approval.
A Portfolio will not purchase or retain securities of any issuer (other
than the shares of such Portfolio) if to the Trust's knowledge, the
officers and Trustees of the Trust and the officers and directors of
the Investment Manager who individually own beneficially more than 1/2
of 1% of the outstanding securities of such issuer, together own
beneficially more than 5% of such outstanding securities.
The Owned Securities Investment Restriction reflects the requirements
of certain state securities laws which no longer are applicable. The Investment
Manager has proposed that the above fundamental investment restriction be
eliminated to reduce administrative burdens associated with the unnecessary
restriction and to provide additional flexibility to pursue its investment
objectives consistent with applicable laws in effect from time to time. The
elimination of the above fundamental investment restriction will not affect
materially the manner in which any Proposal IV Voting Portfolio is managed. The
Trust will continue to be afforded protections under the Investment Company Act
notwithstanding the elimination of the fundamental investment restriction. The
Investment Company Act requires the Trust and the Investment Manager to adopt
and enforce codes of ethics reasonably designed to prevent certain persons,
including the Trustees and officers of the Trust and the directors and officers
of Investment Manager, from improperly benefiting from the Portfolios' purchases
or sales of securities. The Codes of Ethics generally require such persons to
report securities transaction and prohibit certain types of transactions.
The shareholders of each Portfolio will vote separately on Proposal IV
and the Owned Securities Restriction will be eliminated for a Proposal IV Voting
Portfolio only if approved by its shareholders. Elimination of the Owned
Securities Restriction for a Proposal IV Voting Portfolio is not contingent upon
approval of Proposal IV by the other Proposal IV Voting Portfolios.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS OF EACH OF THE PROPOSAL IV VOTING PORTFOLIOS VOTE "FOR"
PROPOSAL IV. ANY UNMARKED PROXIES WILL BE SO VOTED.
PROPOSAL V
APPROVAL OF RECLASSIFICATION OF THE
INVESTMENT OBJECTIVES OF CERTAIN PORTFOLIOS
The investment objectives for certain Portfolios of the Trust are
non-fundamental investment policies, which may be changed by the Trustees
without shareholder approval, if appropriate to do so in their judgment.
However, the investment objectives for the other Portfolios (the "Proposal V
Voting Portfolios") are "fundamental" investment policies and may not be changed
without shareholder approval. The Manager proposed to the Board of Trustees of
the Trust that the investment objectives for each Proposal V Voting Portfolio,
as set forth below, be reclassified from fundamental to non-fundamental to
provide the Board of Trustees with flexibility to change the objective of the
particular Proposal V Voting Portfolio to which the fundamental investment
objective is applicable. It is not expected that the Board of Trustees will use
this flexibility frequently. However, the Board of Trustees would be in a
position to change the investment objective in circumstances when such a change
would, in the Board's judgment, be in the best interests of the Portfolio's
shareholders. Such circumstances could include changes in the securities markets
generally that would render achievement of the Portfolio's current investment
objective unlikely on an ongoing basis, or changes with respect to the Portfolio
specifically, such as a change in the Portfolio's sub-advisor that makes
appropriate a change in the Portfolio's investment objective to conform to the
new sub-advisor's investment program.
The current fundamental investment objective for each Proposal V Voting
Portfolio, which may not be changed without approval of the shareholders of the
Portfolio, is as follows:
AST Lord Abbett Growth and Income Portfolio:
The investment objective of the Portfolio is long-term growth of
capital and income while attempting to avoid excessive fluctuations in
market value.
AST Lord Abbett Small Cap Value Portfolio:
The investment objective of the Portfolio is to seek long-term capital
growth.
AST JanCap Growth Portfolio:
The investment objective of the Portfolio is to seek growth of capital
in a manner consistent with the preservation of capital. Realization of
income is not a significant investment consideration and any income
realized on the Portfolio's investments, therefore, will be incidental
to the Portfolio's objective.
AST Janus Overseas Growth Portfolio:
The investment objective of the Portfolio is to seek long-term growth
of capital.
AST Money Market Portfolio:
The investment objective of the Portfolio is to seek high current
income and maintain high levels of liquidity.
AST Federated High Yield Portfolio:
The investment objective of the Portfolio is to seek high current
income by investing primarily in a diversified portfolio of fixed
income securities. The fixed income securities in which the Portfolio
intends to invest are lower-rated fixed income securities.
AST T. Rowe Price Asset Allocation Portfolio:
The investment objective of the Portfolio is to seek a high level of
total return by investing primarily in a diversified portfolio of fixed
income and equity securities.
AST T. Rowe Price International Equity Portfolio:
The investment objective of the Portfolio is to seek a total return on
its assets from long-term growth of capital and income, principally
through investments in common stocks of established, non-U.S.
companies. Investments may be made solely for capital appreciation or
solely for income or any combination of both for the purpose of
achieving a higher overall return.
AST T. Rowe Price International Bond Portfolio:
The investment objective of the Portfolio is to provide high current
income and capital growth by investing in high-quality, non
dollar-denominated government and corporate bonds outside the United
States.
AST T. Rowe Price Small Company Value Portfolio:
The investment objective of the Portfolio is to provide long-term
capital growth by investing primarily in small-capitalization stocks
that appear to be undervalued.
AST Founders Passport Portfolio:
The investment objective of the Portfolio is to seek capital growth.
AST INVESCO Equity Income Portfolio:
The investment objective of the Portfolio is to seek high current
income while following sound investment practices.
AST PIMCO Limited Maturity Bond Portfolio:
The investment objective of the Portfolio is to seek to maximize total
return, consistent with preservation of capital and prudent investment
management.
AST American Century International Growth Portfolio:
The investment objective of the Portfolio is to seek capital growth.
AST American Century Strategic Balanced Portfolio:
The investment objective of the Portfolio is to seek capital growth and
current income.
AST American Century Income & Growth Portfolio:
The primary investment objective of the Portfolio is to seek capital
growth. Current income is a secondary investment objective.
AST Cohen & Steers Realty Portfolio:
The investment objective of the Portfolio is to maximize total return
through investment in real estate securities.
AST Marsico Capital Growth Portfolio:
The investment objective of the Portfolio is to seek capital growth.
If the shareholders of a Proposal V Voting Portfolio approve the
proposal to reclassify its investment objective to non-fundamental, the Board of
Trustees thereafter would be permitted to change the Investment Objective for
such Portfolio, if appropriate to do so in its judgment, without the delay and
expense to the Portfolio of arranging for shareholder approval. To obtain
shareholder approval, the Portfolio would be required to hold a shareholder
meeting at which such change would be voted upon, and to prepare and send a
proxy statement to Contractowners seeking their instructions as to how to vote
shares at such meeting. Therefore, obtaining shareholder approval to change the
Portfolio's investment objectives is likely to involve significant delays and
costs.
Approval of Proposal V by a Proposal V Voting Portfolio also will
facilitate the Investment Manager's exercise of its authority to replace or
appoint sub-advisors without shareholder approval, if Proposal II is approved.
Approval of this Proposal V will avoid delays and expenses of arranging for
shareholder meetings to approve changes in investment objectives of Proposal V
Voting Portfolios to conform to the investment programs of new sub-advisors.
The Shareholders of each Proposal V Voting Portfolio will vote
separately on Proposal V. The Investment Objective applicable to each Proposed V
Voting Portfolio will be reclassified from "fundamental" to non-fundamental only
if approved by the shareholders of the other Proposal V Voting Portfolios.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS OF EACH PROPOSAL V VOTING PORTFOLIO VOTE "FOR" PROPOSAL V.
ANY UNMARKED PROXIES THAT ARE RETURNED ON A TIMELY BASIS WILL BE SO
VOTED.
PROPOSAL VI
AMENDMENT AND RESTATEMENT
OF THE AGREEMENT AND DECLARATION OF TRUST
The Trust is a managed, open-end investment company organized as a
Massachusetts business trust. The Trustees and the shareholders made an
Agreement and Declaration of Trust (the "Original Declaration of Trust") dated
October 1988, governing the management of the Trust and all cash, securities and
other assets of the Trust. As of the date of this Proxy Statement, the Trust was
divided into twenty-eight investment portfolios.
Formerly, the Trust was known as the Henderson International Growth
Fund, which consisted of only one portfolio. Shareholders of what was, at the
time, the Henderson International Growth Fund, approved certain changes relating
to the Trust at a meeting held April 17, 1992, including engagement of ASISI as
Investment Manager and election of new Trustees. Subsequent to that meeting, the
new Trustees approved changing the Original Declaration to rename the Trust.
Since the Trust was organized, there have been legal and regulatory
developments affecting the organization, operations and governance of investment
companies, such as the Trust. Management has proposed that the Original
Declaration be restated and amended, in the form set forth as Exhibit B (the
"Restatement"), to reflect, and to provide flexibility to take advantage of,
these developments.
Among recent favorable regulatory developments have been those which
allow the use of multiple class structures by investment companies to establish
share classes designed to meet the needs and preferences of existing and
potential investors. The most significant change to the Original Declaration of
Trust under the Restatement would be to provide the Trustees authority to
establish a multiple share class structure for the Trust if they determine that
such a structure is in the best interests of the Trust and in conformity with
Investment Company Act requirements. The Board of Trustees is permitted under
the Original Declaration of Trust to divide the Trust into series but is not
permitted to divide the series into more than one class of shares. Currently,
the Trust is divided into twenty-eight investment portfolios or series, each
having its own investment objectiv, policies and restrictions. Each series
offers a single class of shares. This change to the Original Declaration of
Trust would permit the establishment of additional share classes with different
characteristics than the existing class, such as sales charges and conversion
and exchange features, but through which investors can obtain interests in the
same portfolio of securities. The Investment Manager believes that the ability
to divide the shares of each series into more than one class of shares would
provide future flexibility to attract new investments in the Portfolios by
tailoring additional classes of shares to the preferences of investors. The
resulting increase could enable the Portfolios to achieve greater economies of
scale and thereby lower their per-share operating expenses.
Each share of each Portfolio currently is entitled to one vote on each
matter presented to the shareholders of the Portfolio. For matters that affect
the rights and privileges of a Portfolio in a different manner than the rights
and privileges of other Portfolios, the shareholders of the Portfolio vote
separately. For matters that affect the Trust generally, all shareholders of the
Trust vote together. If the Restatement is approved and additional classes of
shares are established, each share of each class of a Portfolio will be entitled
to one vote on matters presented to the shareholders of the class. For matters
that affect the rights and privileges of a class differently from the rights and
privileges of other classes of the Portfolio, the shareholders of the affected
class will vote separately; for matters that only affect each Portfolio
separately or the Trust generally, each class will not vote separately. As is
the case for shares of the Portfolios, shares of the classes will have no
pre-emptive or subscription rights and no other conversion rights and will be
transferable in the same manner.
Assets and liabilities of each Portfolio will be allocated ratably
among each class of shares. Expenses attributable solely to a particular class
of shares will be allocated to that class.
In addition to the change described above, the Restatement generally
sets forth the purposes and powers of the Trust and, together with the By-laws
of the Trust, prescribes the respective rights and obligations of shareholders
and the Trustees and officers of the Trust in a manner which continues to
reflect the laws of the Commonwealth of Massachusetts but does so in a manner
which is somewhat more specific than the Original Declaration of Trust. The
Manager believes that the additional clarifications will avoid confusion or
misunderstandings concerning such rights and obligations. In addition, the
Restatement clarifies or, in some cases, improves procedural requirements for
governance of the Trust, including procedures for calling meetings of the
Trustees and shareholders of the Trust. Except for the authority to create
multiple classes of shares as described above, the Board does not believe that
the Restatement confers any material authority upon the Trustees which is not
contemplated by the Original Declaration of Trust and the By-laws of the Trust
(which, in many cases, may be changed by the Trustees without shareholder
approval), or that the Restatement affects in any material manner the rights of
shareholders, except as follows:
o As a general matter, the Restatement deletes certain provisions that
merely incorporate or refer to requirements of the Investment Company
Act. These requirements will continue to apply to the Trust
notwithstanding the deleted provisions or references until the
Investment Company Act is changed by legislation. The deletions will
avoid inconsistencies or ambiguities as a result of any future changes
in the Investment Company Act and will provide flexibility to the Trust
to respond to favorable changes in the statute without the cost and
delay of arranging a shareholder meeting to amend the Restatement. In
addition, surviving references to the Investment Company Act will
include amendments to the statute and any statute that may be enacted
to replace the Investment Company Act in order to avoid to the extent
practicable the need for future amendments to the Restatement. The
Restatement also provides that, in the event of a conflict between
provisions of the Restatement and the Investment Company Act, the
provisions of the latter will take precedence.
o The Restatement clarifies that a reduction in the number of Trustees
shall not have the effect of removing any Trustee from office. Under
the Restatement, a Trustee may be removed with cause by the affirmative
vote of the holders of two-thirds of the shares of the Trust or, with
or without cause, by the action of two-thirds of the remaining
Trustees. This clarification would assure a clear understanding of the
procedures governing removal of Trustees.
o The Restatement clarifies that each Trustee and officer or employee of
the Trust in the performance of his duties will be protected in relying
in good faith upon the books and records of account of the Trust or
other records of the Trust, upon an opinion of counsel, or upon reports
made to the Trust by any of its officers or employees or by any
investment adviser, distributor, dealers, accountants, appraisers or
consultants selected with reasonable care by the Trustees, officers or
employees of the Trust, regardless of whether such counsel or expert is
also a Trustee.
o The Restatement provides that the holders of one-third of the
outstanding shares of the Trust or of a Series or Class of shares, as
applicable, present in person or by proxy, rather than a majority, will
constitute a quorum for the transaction of business, except as
otherwise required by the Investment Company Act or other applicable
law or by the Declaration of Trust or the Trust's by-laws. This change
would enable the Trust to conduct future stockholders' meetings without
the burden and expense of obtaining votes from at least a majority of
the shares of the Trust, Series or Class, as applicable. The change
would not affect the vote required to adopt various types of proposals
under the Investment Company Act.
o The Restatement provides that the Trustees may reorganize the Trust by
forming a corporation, trust, partnership, association or other
organization under the laws of any jurisdiction and thereafter selling,
conveying and transferring all property of the Trust to the new entity
or merging or consolidating the Trust with such organization to the
extent permitted by law. Shareholder approval of such a reorganization
would only be required to the extent required by applicable law,
including the Investment Company Act.
o The Restatement clarifies that until reissued, treasury shares of the
Trust will not confer any voting rights on the Trustees or be entitled
to any dividends or other distributions declared with respect to Trust
shares.
Notwithstanding the Restatement, the Trust would continue to be subject
to the extensive regulation under the Investment Company Act. The Investment
Company Act establishes various requirements, including shareholder approval
requirements, that must be met by every investment company in the conduct of its
business, including shareholder approval and other requirements for
implementation of multiple class structures. The Trustees have no current
intention to seek to establish a multiple share class structure for the Trust
and there is no assurance that such a structure will be established in the
future. It is not expected that approval of the Restatement otherwise will
affect materially the manner in which the activities and operations of the Trust
are conducted.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS VOTE "FOR" PROPOSAL VI. ANY UNMARKED PROXIES WILL BE SO
VOTED.
PROPOSAL VII
APPROVAL OF CHANGES IN
INVESTMENT RESTRICTIONS
CONCERNING LOANS
The Trust has made arrangements for certain Portfolios of the Trust to
lend securities and may extend such arrangements to additional Portfolios in the
future if appropriate to do so. Any securities lending activity is intended to
generate additional income and is incidental to the investment objective of a
Portfolio. Under the Investment Company Act, a Portfolio currently may lend
securities with a value of up to 33-1/3% of its total assets to borrowers,
including broker-dealers, institutional investors, or others, consistent with
its investment objective and applicable investment policies or restrictions.
Voting rights on loaned securities typically pass to the borrower, although a
Portfolio is able to terminate a securities loan, usually within three business
days, in order to vote on significant matters or for other reasons. All
securities loans made by the Portfolios will be collateralized by cash or
securities issued or guaranteed by the U.S. Government or its agencies at least
equal in value to the market value of the loaned securities. By lending
Portfolio securities, a Portfolio may earn additional income in the form of
compensation paid by borrowers in connection with the securities loans and from
the investment of cash collateral held by the Portfolio to secure borrowers'
obligations. Any cash collateral received by a Portfolio in connection with
securities loans normally will be invested in high quality money market
securities or, to the extent permissible, in collective investment vehicles
investing in such securities. Lending securities involves certain risks,
including the risk that the Portfolio will be delayed or prevented from
recovering the collateral if the borrower fails to return a loaned security.
Also, any losses resulting from the investment of cash collateral would be borne
by the lending Portfolio and there is no assurance that collateral for loaned
securities will be sufficient to provide for recovery of interest, dividends or
other distributions paid in respect of loaned securities and not received by a
Portfolio or to pay all expenses incurred by a Portfolio in arranging the loans
or in exercising rights in the collateral in the event securities are not
returned.
In connection with the securities lending arrangements, the Investment
Manager has recommended that fundamental investment restrictions applicable to
loans generally by certain Portfolios (the Proposal VII Voting Portfolios) which
operate to limit securities lending activities unnecessarily be replaced by the
following fundamental investment restriction (the "Proposed Lending
Restriction"):
The Portfolio may not make loans, except that the Portfolio
may (i) lend portfolio securities in accordance with the Portfolio's
investment policies in amounts up to 33-1/3% of the total assets of the
Portfolio taken at market value; (ii) purchase money market securities
and enter into repurchase agreements; and (iii) acquire publicly
distributed or privately placed debt securities.
The Investment Manager believes that the current fundamental investment
restrictions are unnecessarily burdensome and restrict the ability of the
Proposal VII Voting Portfolios to seek incremental portfolio income through
loans of securities. As noted previously, the Investment Company Act limits
loans of portfolio securities to 33-1/3% of the value of a Portfolio's assets in
the aggregate. If the proposed Lending Restriction is adopted, the Portfolio
will have greater flexibility to seek incremental income but may be subject to
greater risks than would be the case under the more restrictive fundamental
investment restrictions. The proposed Lending Restriction would not permit the
Portfolios to make loans other than securities loans or loans made through the
purchase of debt securities.
If Proposal VII is approved by a Portfolio, the current fundamental
investment restriction applicable to that Portfolio would be eliminated in its
entirety and replaced by the Proposed Lending Restriction. The fundamental
investment restrictions which currently are applicable to the Proposal VII
Voting Portfolios and which would be affected by approval of Proposal VII are as
follows.
o AST Lord Abbett Growth and Income Portfolio:
The Portfolio will not lend money to any person except through entering
into short-term repurchase agreements with sellers of securities the
Portfolio has purchased, and through lending Portfolio securities to
registered broker-dealers where the loan is 100% secured by cash or its
equivalent as long as the Portfolio complies with regulatory
requirements and the Sub-advisor deems such loans not to expose the
Portfolio to significant risk or adversely affect the Portfolio's
qualification for pass-through tax treatment under the Internal Revenue
Code (investment in repurchase agreements exceeding 7 days and in other
illiquid investments is limited to a maximum of 10% of Portfolio net
assets).
If Proposal VII is approved by the shareholders of this
Portfolio, the Portfolio would be permitted to lend securities to borrowers
other than registered broker-dealers, such as banks, and would not be required
to make the determinations described in the current fundamental investment
restrictions.
o AST JanCap Growth Portfolio and AST Janus Overseas Growth Portfolio:
The Portfolio will not lend any security or make any other loan if, as
a result, more than 25% of the Portfolio's total assets would be lent
to other parties (but this limitation does not apply to purchase of
commercial paper, debt securities or repurchase agreements).
If Proposal VII is approved by either of the above Portfolios, the
Portfolio would be permitted to lend portfolio securities in amounts up to
33-1/3% of the total assets of the Portfolio taken at market value, rather than
25% as provided in the current investment restriction.
o AST Federated High Yield Portfolio:
The Portfolio will not make loans, except through the purchase or
holding of securities in accordance with its investment objective,
policies, and limitations and through repurchase agreements. The
Portfolio may invest up to 5% of its total assets in repurchase
agreements which mature more than seven days from the time they are
entered into. The Portfolio may lend portfolio securities if the
borrower provides 100% cash collateral in the form of cash or U.S.
government securities. This collateral must be valued daily and should
the market value of the loaned securities increase, the borrower must
furnish additional collateral. The Portfolio retains the right to any
dividends, interest, or other distribution paid on the securities and
any increase in their market value. Loans will be subject to
termination at the option of the Portfolio or the borrower.
The current investment restriction reflects the views which have been
expressed by the Commission as to the appropriate terms and conditions of loans
of portfolio securities by investment companies. Approval of Proposal VII by
this Portfolio would permit the Portfolio to adapt the Portfolio's securities
lending activities to any future advantageous changes in the Commission's
position without the expense and delay of arranging for a shareholders' meeting.
Approval of Proposal VII also would remove the limitation in the current
investment restriction on investing more than 5% of the Portfolio's total assets
in repurchase agreements maturing in more than seven days.
o AST INVESCO Equity Income Portfolio:
The Portfolio may not make loans to any person except through the
purchase of debt securities in accordance with the Portfolio's
investment policies or the lending of portfolio securities to
broker-dealers or other institutional investor or the entering into
repurchase agreements with member banks of the Federal Reserve System,
registered broker-dealers and registered government securities dealers.
The aggregate value of all portfolio securities loaned may not exceed
33-1/3% of the Portfolio's total net assets (taken at current value).
If Proposal VII is approved by the shareholders of this Portfolio, this
Portfolio would be permitted to lend portfolio securities to affiliated persons,
as well as unaffiliated persons, subject to the requirements of applicable laws
(including the Investment Company Act), rules and regulations and to lend
securities in an amount of up to 33-1/3% of its "total" assets taken at market
value, rather than the smaller amount of 33-1/3% of "total net" assets taken at
current value. Such approval also would permit loans to borrowers other than
Federal Reserve member banks, registered broker-dealers and registered
government securities dealers.
o AST American Century International Growth Portfolio and AST American
Century Strategic Balanced Portfolios:
The Portfolio will not lend its portfolio securities except to
unaffiliated persons and subject to the rules and regulations adopted
under the 1940 Act. No such rules and regulations have been issued, but
it is Sub-advisor's policy that such loans must be secured continuously
by cash collateral maintained on a current basis in an amount at least
equal to the market value of securities loaned, or by irrevocable
letters of credit. During the existence of the loan, the Portfolio must
continue to receive the equivalent of the interest and dividends paid
by the issuer on the securities loaned and interest on the investment
of the collateral; the Portfolio must have the right to call the loan
and obtain the securities loaned at any time on five days' notice,
including the right to call the loan to enable the Portfolio to vote
the securities. To comply with the regulations of certain state
securities administrators, such loans may not exceed one-third of the
Portfolio's net assets taken at market.
The current investment restriction reflects the views which have been
expressed by the Commission as to the appropriate terms and conditions of loans
of portfolio securities by investment companies. Approval of Proposal VII by
this Portfolio, would permit the Portfolio to adapt the Portfolio's securities
lending activities to any future advantageous changes in the Commission's
position without the expense and delay of arranging for a shareholders'
meeting.
* * *
Each of the Proposal VII Voting Portfolios will vote separately on
Proposal VII. If the shareholders of any Proposal VII Voting Portfolio approve
Proposal VII, the Proposed Lending Restriction will become effective for such
Portfolio and the current fundamental investment restriction limiting securities
lending activities will be eliminated or changed as indicated above. Approval of
Proposal VII by the shareholder of any Proposal VII Voting Portfolio is not
contingent upon approval of Proposal VII by the shareholders of the other
Proposal VII Voting Portfolios.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS OF THE PROPOSAL VII VOTING PORTFOLIOS VOTE "FOR" PROPOSAL
VII. ANY UNMARKED PROXIES THAT ARE RETURNED ON A TIMELY BASIS WILL BE
SO VOTED.
PROPOSAL VIII
CHANGES IN INVESTMENT RESTRICTION
APPLICABLE TO CERTAIN PORTFOLIOS
AST American Century International Growth Portfolio and AST American
Century Strategic Balanced Portfolio each is subject to the following
fundamental investment restriction:
The Portfolio will not purchase or sell commodities or commodity
contracts; except that the Portfolio may, for non-speculative purposes,
buy or sell futures contracts on debt securities (debt futures and bond
index futures) and related options.
The Investment Manager believes that the current fundamental
restriction is unduly burdensome and has recommended that the above restriction
be replaced by the following fundamental restriction:
The Portfolio may not purchase or sell physical commodities unless
acquired as a result of the ownership of securities or instruments;
provided that this restriction shall not prohibit a Portfolio from (i)
engaging in permissible options and futures transactions and forward
foreign currency contracts in accordance with the Portfolio's
investment policies or (ii) investing in securities of any kind.
The current investment restriction is not required by the Investment
Company Act and can be read to unnecessarily limit the Portfolio's ability to
engage in various types of investment techniques in pursuit of the Portfolio's
investment objective, such as entering into stock and stock index futures
contracts, options on securities and securities indices, and forward foreign
currency transactions. If Proposal VIII is approved by either of the Portfolios,
such Portfolio will continue to be prohibited from investments in physical
commodities unless acquired as a result of the ownership of securities or
instruments.
Each of the AST American Century International Growth and AST American
Century Strategic Balanced Portfolios will vote separately on Proposal VIII.
Approval of Proposal VIII by either such Portfolio is not contingent upon
receipt of approval of the other Portfolio.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS OF EACH OF THE AST AMERICAN CENTURY INTERNATIONAL GROWTH
AND AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIOS VOTE "FOR"
PROPOSAL VIII. ANY UNMARKED PROXIES THAT ARE RETURNED ON A TIMELY BASIS
WILL BE SO VOTED.
PROPOSAL IX
ELECTION OF TWO TRUSTEES
At the Meeting, shareholders will be asked to elect two Trustees of the
Trust to hold office until their successors are elected. The Trust currently has
seven Trustees, five of whom have previously been elected by shareholders. This
Proposal IX will not affect the status of these five persons as Trustees, and
these Trustees will continue to hold office until they resign or are removed
from office and their successors are elected.
The Proxy holders intend to vote for the election of the nominees named
below, each of whom is currently a Trustee of the Trust. Both of the nominees
have consented to be named and have indicated their intent to serve if elected.
If either nominee is unavailable for any reason, the Proxy holders will consult
with the Board of Trustees of the Trust in determining how to vote the shares
represented by them.
The following table indicates, as to each of the nominees for election
as a Trustee, his or her name, position with the Trust, age, principal
occupation during the past five years, and other directorships held in public
companies. Unless otherwise indicated and subject to applicable community
property and similar laws, each nominee has sole voting and investment power
with respect to the shares of the Trust beneficially owned. Trustees whose names
are followed by an asterisk are "interested persons" of the Trust (as defined by
the Investment Company Act of 1940, as amended).
<TABLE>
<CAPTION>
Name, Position And Age Principal Occupation And Other Information
<S> <C>
Julian A. Lerner, Trustee (73) 1 Mr. Lerner has been semi-retired since 1995. He was Senior Vice President and Portfolio
Manager of AIM Charter Fund and AIM Summit Fund from 1986 to 1995 and an Investment
Consultant for A I M Management Group Inc. from 1995 to 1996. Currently, Mr. Lerner is a
trustee or director of the Trust, American Skandia Advisor Funds, Inc., American Skandia
Master Trust and IDEX Series Fund.
Thomas M. Mazzaferro, Trustee (45) Mr. Mazzaferro has been with American Skandia since 1988. He is currently President and
* Chief Financial Officer of ASISI and Executive Vice President and Chief Financial Officer
of both ASM and ASLAC. Mr. Mazzaferro is also a director of American Skandia Advisor
Funds, Inc. and a trustee of American Skandia Master Trust.
</TABLE>
Neither nominee beneficially owned more than 1% of the Trust's
outstanding shares as of the record date. The Board of Trustees of the Trust met
six times during the fiscal year ended December 31, 1998. All of the Trustees
attended at least 75% of the meetings.
The Audit Committee of the Board of Trustees of the Trust, which is
made up of those Trustees who are not affiliated with the Investment Manager,
oversees and reviews the audit procedures of the Trust and assists the Board in
fulfilling its responsibilities relating to Trust accounting and reporting
practices. During the fiscal year ended December 31, 1998, the Audit Committee
held two meetings.
- --------
1 Member of the Trust's Audit Committee.
* Interested person as defined in the Investment Company Act.
Officers and Other Trustees of the Trust
The following table indicates, as to each Trustee of the Trust not
named above and each executive officer of the Trust, his or her name, position
with the Trust, principal occupation during the past five years, and other
directorships held in public companies.
<TABLE>
<CAPTION>
Name And Position Principal Occupation and Other Information
<S> <C>
John Birch, Vice President Mr. Birch has been with American Skandia since December 1997. He is currently Senior Vice
President and Chief Operating Officer of ASISI. He was Executive Vice President and Chief
Operating Officer of International Fund Administration from 1996 to 1997 and Senior Vice
President and Chief Administrative Officer of Gabelli Funds, Inc. from 1995 to 1996. In
addition, Mr. Birch served as Executive Vice President of Kansallis Osake Pankki from
1985 to 1995.
Gordon C. Boronow*, Vice President Mr. Boronow has been with American Skandia since 1989. He is currently President, Deputy
and Trustee Chief Executive Officer and a Directornof1ASLACoandeDeputy Chief Executive Officer and a
director of ASISI. Mr. Boronow is a director of American Skandia Advisor Funds, Inc. and a
trustee of American Skandia Master Trust.
Jan R. Carendi*, President, Mr. Carendi has been with American Skandia since 1986. He is currently Senior Executive
Principal Executive Officer and Vice President and Member of Corporate Management Group of Skandia Insurance Company Ltd.
Trustee He is Chief Executive Officer and a director of ASISI. Mr. Carendi is a director of
American Skandia Advisor Funds, Inc. and a trustee of American Skandia Master Trust.
David E. A. Carson, Trustee Mr. Carson has been Chairman of the Board at People's Bank since January 1999. He had
served as Chairman and Chief Executive Officer of People's Bank from January 1998 to
December 1998 and President, Chairman and Chief Executive Officer of People's Bank from
1983 to 1997. Mr. Carson is a director of American Skandia Advisor Funds, Inc. and a
trustee of American Skandia Master Trust.
Richard G. Davy, Jr., Treasurer Mr. Davy has been with American Skandia since 1994. He is currently Vice President, Mutual
(Chief Financial and Accounting Fund Operations of ASISI. He was a self-employed management consultant from 1991 to 1994.
Officer)
Eric. C. Freed, Secretary Mr. Freed has been with American Skandia since 1996. He is currently Senior Counsel,
Securities with American Skandia Investment Holding Corporation. Mr. Freed was Attorney,
Senior Attorney and Special Counsel with the U.S. Securities and Exchange Commission from
1991 to 1996.
Thomas M. O'Brien, Trustee Mr. O'Brien has been Vice Chairman and a director of North Fork Bancorporation, Inc. since
1997. He was President and Chief Executive Officer of North Side Savings Bank from 1984 to
1996. Mr. O'Brien is a director of American Skandia Advisor Funds, Inc. and a trustee of
American Skandia Master Trust.
F. Don Schwartz, Trustee Mr. Schwartz has been a semi-retired management consultant since 1985. He is a director of
American Skandia Advisor Funds, Inc. and a trustee of American Skandia Master Trust.
</TABLE>
* Trustee who is an interested person as defined in the Investment Company Act.
No trustee or executive officer owned more than 1% of the Trust's
outstanding shares as of the record date.
Remuneration of Trustees
Each Trustee of the Trust who is not an officer or affiliate of the
Trust, the Investment Manager or the Distributor receives an annual fee of
$32,000 for services rendered as a Trustee, plus an additional $3,200 for each
"in-person" meeting attended and $1,550 for each telephonic meeting participated
in. Members of the audit committee receive $1,100 per meeting of such committee.
Each Trustee is also reimbursed for out-of-pocket expenses incurred as a
Trustee. Trustees who are officers or affiliates of the Trust, the Investment
Manager or the Distributor do not receive compensation from the Trust.
The following table sets forth the aggregate compensation paid by the
Trust for the fiscal year ended December 31, 1998, to the Trustees who are not
affiliated with the Investment Advisor and the aggregate compensation paid to
such Trustees for service on the Trust's board and that of all other funds in
the "fund complex":
<TABLE>
<CAPTION>
Pension or
Retirement Total
Benefits Accrued Estimated Annual Compensation from
Aggregate as Part of Trust Benefits Upon Fund Complex Paid
Compensation From Expenses Retirement to Trustee
Name Trust
<S> <C> <C> <C> <C>
David E. A. Carson........ $49,400 None N/A $77,875
Julian A. $47,400 None N/A $76,375
Lerner.............
Thomas M. O'Brien....... $49,400 None N/A $77,875
F. Don Schwartz............ $49,400 None N/A $77,875
</TABLE>
As of the date of this Proxy Statement, the "fund complex" consists of
the Trust, American Skandia Advisor Funds, Inc. and American Skandia
Master Trust.
THE TRUSTEES, INCLUDING THE INDEPENDENT TRUSTEES, RECOMMEND THAT THE
SHAREHOLDERS VOTE "FOR" PROPOSAL IX TO ELECT BOTH NOMINEES. ANY
UNMARKED PROXIES THAT ARE RETURNED ON A TIMELY BASIS WILL BE SO VOTED.
Other Matters and Shareholder Proposals
The Board of Trustees intends to bring before the Meeting the matters
set forth 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 Shareholder
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 Company, 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. Because
ASLAC is the legal owner of nearly 100% of each Portfolio's shares, ASLAC's
presence at the Meeting will constitute a quorum under the Trust's By-laws.
Shares beneficially held by shareholders 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. Except for Proposal IX, approval of each
proposal with respect to a Portfolio requires the vote of a "majority of the
outstanding voting securities," of the Portfolio, as defined in the Investment
Company Act, 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. An
abstention by a shareholder, either by proxy or by vote in person at a Meeting,
has the same effect as a negative vote. With respect to Proposal IX, a plurality
of votes cast at the Meeting, in person or by proxy, will elect a Trustee. There
is no cumulative voting in the election of Trustees.
Shareholders beneficially owning more than one Portfolio generally will
receive a single proxy statement and a separate proxy card for each Portfolio
owned. It is important to mark, sign, date and return all proxy cards received.
In the event that sufficient votes to approve any 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 at least thirty days 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 Distribution Plan for the Trust
EXHIBIT B Form of New Sub-Advisory Agreement for the International Fund
<PAGE>
Exhibit A
AMERICAN SKANDIA TRUST
DISTRIBUTION PLAN
This Distribution Plan (the "Plan") constitutes the written
Supplemental Distribution Plan for the various series of American Skandia Trust,
a Massachusetts business trust (the "Trust"), adopted pursuant to the provisions
of Rule 12b-1 under the Investment Company Act of 1940, as amended (the
"Investment Company Act"). During the effective term of this Plan, the Trust may
incur expenses primarily intended to result in the sale of shares of variable
life insurance policies and individual and group variable annuity contracts
offered by life insurance companies ("Variable Contracts") for which the Trust
serves as an investment vehicle, or to maintain or improve account services
provided to holders of Variable Contracts upon the terms and conditions
hereinafter set forth:
Section 1. The Trust is an open-end management investment company formed under
the laws of the State of Massachusetts. Beneficial interests in the Trust may be
issued in one or more series (each, a "Portfolio"), and may be issued only to
insurance company separate accounts funding Variable Contracts and to certain
qualified pension and retirement plans.
Section 2. The Trust currently offers interests in twenty-eight series, the AST
Founders Passport Portfolio, the AST T. Rowe Price International Equity
Portfolio, the AST AIM International Equity Portfolio, the AST Janus Overseas
Growth Portfolio, the AST American Century International Growth Portfolio, the
AST Janus Small-Cap Growth Portfolio, the AST Kemper Small-Cap Growth Portfolio,
the AST Lord Abbett Small Cap Value Portfolio, the AST T. Rowe Price Small
Company Value Portfolio, the AST Neuberger Berman Mid-Cap Growth Portfolio, the
AST Neuberger Berman Mid-Cap Value Portfolio, the AST T. Rowe Price Natural
Resources Portfolio, the AST Oppenheimer Large-Cap Growth Portfolio, the AST
Marsico Capital Growth Portfolio, the AST JanCap Growth Portfolio, the AST
Bankers Trust Enhanced 500 Portfolio, the AST Cohen & Steers Realty Portfolio,
the AST American Century Income & Growth Portfolio, the AST Lord Abbett Growth
and Income Portfolio, the AST INVESCO Equity Income Portfolio, the AST AIM
Balanced Portfolio, the AST American Century Strategic Balanced Portfolio, the
AST T. Rowe Price Asset Allocation Portfolio, the AST T. Rowe Price
International Bond Portfolio, the AST Federated High Yield Portfolio, the AST
PIMCO Total Return Bond Portfolio, the AST PIMCO Limited Maturity Bond
Portfolio, and the AST Money Market Portfolio (each, a "Participating
Portfolio"). This Plan shall also apply to any other series of the Trust
designated from time to time by the Board of Trustees of the Trust. Where used
in this Plan, the term "interests" shall pertain only to beneficial interests in
a Participating Portfolio.
Section 3. In order to provide for the implementation of this Plan, the Trust
may, to the extent necessary, enter into a Distribution Agreement (the
"Agreement") with American Skandia Marketing, Incorporated ("ASMI") pursuant to
which ASMI serves as the distributor for the Trust's interests and pursuant to
which each Participating Portfolio may authorize the payments to ASMI, as
provided under Section 4 hereof, for its services and to defray various debts
incurred or paid by ASMI in connection with the distribution of Variable
Contracts. Such Agreement, or any modification thereof, shall become effective
with respect to any Participating Portfolio only upon compliance with Section
12(b) of the Investment Company Act and Rule 12b-1 thereunder as the same may be
amended from time to time.
Section 4. The Trust may expend amounts consisting solely of that portion of
brokerage commissions paid by the Portfolios in connection with their portfolio
transactions that are made available to ASMI or other introducing brokers by
broker-dealers executing such portfolio transactions for the benefit of the
Participating Portfolios to finance activities principally intended to result in
the sale of Variable Contracts. Expenses permitted to be paid pursuant to this
Plan shall include, but not necessarily be limited to, the following costs:
a. printing and mailing of Trust prospectuses, statements of additional
information, any supplements thereto and shareholder reports for existing and
prospective Variable Contract owners;
b. development, preparation, printing and mailing of Trust advertisements, sale
literature and other promotional materials describing and/or relating to the
Trust or Portfolios and including materials intended either for broker-dealer
only use or for retail use;
c. holding or participating in seminars and sales meetings designed to promote
the distribution of Trust interests;
d. marketing fees requested by broker-dealers who sell Variable Contracts;
e. obtaining information and providing explanations to Variable Contract owners
regarding Portfolio investment objectives and policies and other information
about the Trust and its Portfolios, including the performance of the
Portfolios;
f. training sales personnel regarding sales of Variable Contracts and interests
in the Trust;
g. personal service and/or maintenance of Variable Contract owner accounts with
respect to Trust interests attributable to such accounts; and
h. financing any other activity that the Trust's Board of Trustees determines is
primarily intended to result in the sale of interests in the Trust.
Section 5. This Plan shall become effective only upon compliance with Section
12(b) of the Investment Company Act and Rule 12b-1 thereunder and shall continue
in effect for a period of more than one year after it takes effect only so long
as such continuance is specifically approved at least annually by a majority of
the Board of Trustees and a majority of the Qualified Trustees by votes cast in
person at a meeting called for the purpose of voting on continuation of the
Plan.
Section 6. ASMI and any other person authorized to direct the disposition of
monies paid or payable by the Trust pursuant to this Plan or any related
Agreement shall provide to the Board of Trustees, and the Board of Trustees
shall review, at least quarterly, a written report of the amounts so expended
and the purposes for which such expenditures were made.
Section 7. This Plan may be terminated as to interests in a Participating
Portfolio at any time by vote of a majority of the Qualified Trustees or by an
interest holder vote in accordance with the Investment Company Act. In the event
of such termination, the subject Portfolio shall cease to be a Participating
Portfolio upon satisfaction of its outstanding obligations hereunder.
Section 8. All agreements with any person relating to implementation of this
Plan shall be in writing, and any agreement related to this Plan shall provide:
a. that such agreement may be terminated with respect to a Participating
Portfolio at any time, without payment of any penalty, by vote of a majority of
the Qualified Trustees or by interest holder vote in accordance with the
Investment Company Act on not more than 60 days' written notice to any other
party to the agreement; and b. that such agreement shall terminate automatically
in the event of its assignment.
Section 9. This Plan may not be amended to materially change the source of
monies from which distribution expenses are paid by the Trust pursuant to
Section 4 hereof without interest holder approval in accordance with the
Investment Company Act, and any material amendment to this Plan shall be
approved by a majority of the Board of Trustees and a majority of the Qualified
Trustees by votes cast in person at a meeting called for the purpose of voting
on the amendment. Amendments to this Plan other than material amendments of the
kind referred to above may be adopted by a vote of the Board of Trustees,
including a majority of Qualified Trustees. The Board of Trustees, by such vote,
also may interpret this Plan and make all determinations necessary or advisable
for its administration.
Section 10. As used in this Plan, (a) the term "Qualified Trustees" shall mean
those Trustees of the Trust who are not interested persons of the Trust, and
have no direct or indirect financial interest in the operation of this Plan or
any agreements related to it, and (b) the terms "assignment" and "interested
person" shall have the respective meanings specified in the Investment Company
Act and the rules and regulations thereunder, subject to such exemptions as may
be granted by the Securities and Exchange Commission.
Section 11. While this Plan is in effect, the selection and nomination of the
Qualified Trustees shall be committed to the discretion of the Qualified
Trustees then in office.
Executed as of ___________________, 1999.
AMERICAN SKANDIA TRUST
By: ________________________________
Exhibit B
AMENDED AND RESTATED DECLARATION OF TRUST
OF
AMERICAN SKANDIA TRUST
The undersigned, constituting a majority of the Trustees of American
Skandia Trust (the "Trust"), a Massachusetts business trust, hereby certify that
the Trustees of the Trust have duly adopted the following amendment and
restatement of the Declaration of Trust of the Trust dated the 31st day of
October, 1988, as subsequently amended (the "Declaration of Trust") and that
such amendment and restatement has been authorized by the holders of a majority
of the outstanding shares of each Series of the Trust:
The Trust
The Trust is a voluntary association with transferable shares (commonly
known as a business trust) of the type referred to in Chapter 182 of the General
Laws of The Commonwealth of Massachusetts and without limiting the provisions
hereof, the Trust may exercise all powers which are ordinarily exercised by such
a trust. The Trust is not intended to be, shall not be deemed to be, and shall
not be treated as, a general or a limited partnership, joint venture,
corporation or joint stock company, nor shall the Trustees or Shareholders or
any of them for any purpose be deemed to be, or be treated in any way whatsoever
as though they were, liable or responsible hereunder as partners or joint
venturers. The purpose of the Trust is to engage in, operate and carry on the
business of an open-end management investment company and to do any and all acts
or things as are necessary, convenient, appropriate, incidental or customary in
connection therewith.
The enumeration herewith of the objects and purposes of the Trust shall
be construed as powers as well as objects and purposes and shall not be deemed
to exclude by inference any powers, objects, or purposes which the Trust may
lawfully pursue or exercise.
The Trust set forth in this instrument shall be deemed made in The
Commonwealth of Massachusetts, and it is created under and is to be governed by
and construed and administered according to the laws of said Commonwealth. No
provision of this Declaration shall be effective to require a waiver of
compliance with any provision of the Securities Act of 1933, as amended, or the
1940 Act, or of any rule, regulation or order of the Commission thereunder.
ARTICLE I
Name and Definitions
1.1 Name. The name of the Trust created hereby (the "Trust", which name
shall be deemed to include any series of the Trust, as the context requires)
shall be American Skandia Trust and so far as may be practicable the Trustees
shall conduct the Trust's activities, execute all documents and sue or be sued
under that name, which name (and the word "Trust" wherever hereinafter used)
shall refer to the Trustees as Trustees, and not individually, and shall not
refer to the officers, agents employees or Shareholders of the Trust. The
Trustees may from time to time without Shareholder vote, change the name of the
Trust created hereby.
1.2 Definitions. As used in this Declaration, the following terms shall
have the following meanings:
The terms "Affiliated Person", "Assignment", "Commission", "Interested
Person", Majority Shareholder Vote" (the 67% or more than 50% requirement of the
third sentence of Section 2(a)(42) of the 1940 Act, whichever may be applicable)
and "Principal Underwriter" shall have the meanings given them in the 1940 Act,
as amended from time to time.
"Class" shall mean any division of Shares within a Series in accordance
with Article VI.
"Declaration" shall mean this Amended and Restated Declaration of Trust
as further amended from time to time. References in this Declaration to
"Declaration", "hereof" and "hereunder" shall be deemed to refer to the
Declaration rather than the article or section in which such words appear.
The "1940 Act" refers to the Investment Company Act of 1940, as amended
from time to time, or any successor statute hereinafter enacted by Congress and
includes the rules and regulations promulgated thereunder and any exemptive
orders issued under such Act which are applicable to the Trust.
"Person" shall mean and include individuals, corporations,
partnerships, trusts, associations, joint ventures and other entities, whether
or not legal entities, and governments and agencies and political subdivisions
thereof.
"Prospectus" shall mean, at any time, the then currently effective
Prospectus or Prospectuses of the Trust under the Securities Act of 1933, as
amended including the Statement of Additional Information incorporated by
reference therein.
"Series" shall mean any series designated pursuant to Section 6.9 hereof.
"Shareholders" shall mean as of any particular time all holders of
record of outstanding Shares of the Trust or Series thereof or Class thereof (as
the context may require), at such time.
"Shares" shall mean the transferable units of interest into which the
beneficial interest in the Trust shall be divided from time to time and includes
fractions of Shares as well as whole Shares.
"Trustees" shall mean the signatories to this Declaration of Trust, so
long as they shall continue in office in accordance with the terms hereof, and
all other persons who at the time in question have been duly elected or
appointed and have qualified as trustees in accordance with the provisions
hereof and are then in office, are herein referred to as the "Trustees", and
reference in this Declaration of Trust to a Trustee or Trustees shall refer to
such person or persons in their capacity as trustees hereunder.
"Trust Property" shall mean as of any particular time any and all
property, real or personal, tangible or intangible, which at such time is owned
or held by or for the account of the Trust, any Series thereof or the Trustees.
ARTICLE II
Trustees
2.1 Number and Qualification. The number of Trustees shall be
fixed from time to time by a majority of the Trustees then in office. Any
vacancy created by an increase in Trustees may be filled, except as otherwise
provided in Section 2.4, by appointment by a majority of the Trustees then in
office. No reduction in the number of Trustees shall have the effect of removing
any Trustee from office prior to the expiration of his term.
Trustees need not own shares.
2.2 Term of Office. Each Trustee shall (except in the event of
resignations or removals or vacancies pursuant to Section 2.3 or 2.4 hereof)
hold office until his successor has been elected and is qualified to serve as
Trustee, or until such time as may otherwise be provided in the By-laws adopted
or amended pursuant to Section 2.7 hereof.
2.3 Resignation and Removal. Any Trustee may resign his trust (without
need for prior or subsequent accounting) by an instrument in writing, stating
the date of resignation, signed by him and delivered or mailed to the Chairman,
if any, the President or the Secretary. Any of the Trustees may be removed with
cause by the affirmative vote of the holders of two-thirds (2/3) of the Shares
of the Trust then outstanding and entitled to vote, such cause to be specified
in a notice sent to Shareholders in connection with such removal, or, with or
without cause, by the action of two-thirds of the remaining Trustees. Upon the
resignation or removal of a Trustee, or his otherwise ceasing to be a Trustee,
he shall execute and deliver such documents if any as the remaining Trustees
shall require for the purpose of conveying to the Trust or the remaining
Trustees any Trust Property held in the name of the resigning or removed
Trustee. Upon the incapacity or death of any Trustee, his legal representative
shall execute and deliver on his behalf such documents as the remaining Trustees
shall require as provided in the preceding sentence.
2.4 Vacancies. The term of office of a Trustee shall terminate
and a vacancy shall occur in the event of the death, resignation, bankruptcy,
adjudicated incompetence or other incapacity to perform the duties of the
office, or removal, of a Trustee. No such vacancy shall operate to annul this
Declaration of Trust or to revoke any existing agency created pursuant to the
terms of this Declaration. In the case of a vacancy or vacancies, the Trustees
in office, regardless of their number shall have all the power granted to
Trustees and shall discharge all the duties imposed upon Trustees by the
Declaration. Vacancies may be filled by vote of a majority of the Trustees
continuing in office, unless a vote of the Shareholders is required by the 1940
Act or otherwise deemed appropriate by the Trustees, in which case Trustees
shall be elected by a plurality of Shares represented and voting at a meeting of
Shareholders. Any Trustee so elected shall hold office as provided in this
Declaration.
2.5 Meetings. Meetings of the Trustees shall be held from time to time as
set forth in the By-Laws of the Trust.
Any committee of the Trustees, including an executive committee, if
any, may act with or without a meeting. A quorum for all meetings of any such
committee shall be a majority of the members thereof. Unless provided otherwise
in this Declaration, any action of any such committee may be taken at a meeting
by vote of a majority of the members present (a quorum being present) or without
a meeting by written consent of a majority of the members.
With respect to actions of the Trustees and any committee of the
Trustees, Trustees who are Interested Persons of the Trust within the meaning of
Section 1.2 hereof or otherwise interested in any action to be taken may be
counted for quorum purposes under this Section.
All or any one or more Trustees may participate in a meeting of the
Trustees or any committee thereof by means of a conference telephone or other
communications equipment by means of which all persons participating in the
meeting can hear each other and participation in a meeting pursuant to such
communications system shall constitute presence in person at such meeting.
2.6 Officers/Chairman. The Trustees may elect a Chairman from time to
time. The Trustees may elect or appoint or authorize the Chairman, if any, to
appoint, such other officers or agents of the Trust with such powers as the
Trustees may deem to be advisable or as may be set forth in the By-Laws from
time to time. The Trustees shall have the power to remove any such officer or
agent of the Trust as provided in the By-Laws of the Trust.
2.7 By-Laws. The Trustees may adopt and from time to time amend or
repeal the By-Laws for the conduct of the business of the Trust.
ARTICLE III
Powers of Trustees
3.1 General. The Trustees shall have exclusive and absolute control
over the Trust Property and over the business of the Trust to the same extent as
if the Trustees were the sole owners of the Trust Property and business in their
own right, but with such powers of delegation as may be permitted by this
Declaration. The Trustees may perform such acts as in their sole discretion are
proper for conducting the business of the Trust. The enumeration of any specific
power herein shall not be construed as limiting the aforesaid power. Such powers
of the Trustees may be exercised without order of or resort to any court.
3.2 Investments. The Trustees shall have the power and authority to:
(a) conduct, operate and carry on the business of an investment
company;
(b) subscribe for, invest in, reinvest in, purchase or otherwise
acquire, hold, pledge, sell, assign, transfer, exchange,
distribute or otherwise deal in, lend, or dispose of any and all
securities, obligations, commodities, currencies and financial
instruments of any nature whatsoever;
(c) acquire (by purchase, lease or otherwise) and to hold, use,
maintain, develop and dispose of (by sale or otherwise) any
property, real or personal, including cash or foreign currency;
and
(d) invest part or all of the Trust or Series property, without any
requirement of approval by Shareholders, and invest the proceeds
of such disposition, in securities issued by one or more other
investment companies.
The Trustees shall not be limited to investing in obligations maturing
before the possible termination of the Trust, nor shall the Trustees be limited
by any law limiting the investments which may be made by fiduciaries.
3.3 Legal Title. Legal Title to all the Trust Property shall be vested
in the Trustees as joint tenants except that the Trustees shall have the power
to cause legal title to any Trust Property to be held by or in the name of one
or more of the Trustees, or in the name of the Trust, or in the name of any
other Person as nominee, on such terms as the Trustees may determine, provided
that the interest of the Trust herein is appropriately protected.
The right, title and interest of the Trustees in the Trust Property
shall vest automatically in each person who may hereafter become a Trustee upon
his due appointment or election and qualification. Upon the resignation, removal
or death of a Trustee he shall automatically cease to have any right, title or
interest in, any of the Trust Property, and the right, title and interest of
such Trustee in the Trust Property shall vest automatically in the remaining
Trustees. Such vesting and cessation of title shall be effective whether or not
conveyancing documents have been executed and delivered.
3.4 Issuance and Repurchase of Securities. The Trustees shall have the
power to issue, sell, repurchase, redeem, retire, cancel, acquire, hold, resell,
reissue, dispose of, transfer, exchange and otherwise deal in, Shares, including
Shares in fractional denominations, and rights and warrants to acquire Shares
and, subject to the more detailed provisions set forth in Articles VIII and IX,
to apply to any such repurchase, redemption, retirement, cancellation or
acquisition of Shares any funds or property of the Trust whether capital or
surplus or otherwise.
3.5 Borrow Money. The Trustees shall have power to borrow money or
otherwise obtain credit and in connection therewith to issue notes or other
evidence of indebtedness and to secure the same by mortgaging, pledging or
otherwise subjecting as security the assets of the Trust, and to endorse,
guarantee, or undertake the performance of any obligation, contract or
engagement of any other person, firm, association or corporation.
3.6 Delegation; Committees. The Trustees shall have power, consistent
with their continuing exclusive authority over the management of the Trust and
the Trust Property, to delegate from time to time to such of their number or to
officers, employees or agents of the Trust the doing of such things and the
execution of such instruments either in the name of the Trust or the names of
the Trustees or otherwise as the Trustees may deem expedient.
3.7 Collection and Payment. The Trustees shall have power to collect
all property due to the Trust; and to pay all claims, including taxes, against
the Trust Property; to prosecute, defend, compromise or abandon any claims
relating to the Trust Property; to foreclose any security interest securing any
obligations, by virtue of which any property is owed to the Trust; and to enter
into releases, agreements and other instruments.
3.8 Litigation. The Trustees shall have the power to engage in and to
prosecute, defend, compromise, abandon or adjust by arbitration or otherwise,
any actions, suits, proceedings, disputes, claims and demands relating to the
Trust and out of the Trust or any Series thereof to pay or to satisfy any debts,
claims or expenses incurred in connection therewith, including those of
litigation, and such power shall include without limitation the power of the
Trustees or any committee thereof, in the exercise of their good faith business
judgment, to dismiss any action, suit, proceeding, dispute, claim or demand,
derivative or otherwise, brought by any person, including a Shareholder in its
own name or the name of the Trust, whether or not the trust or any of the
Trustees may be named individually therein or the subject matter arises by
reason of business for or on behalf of the Trust.
3.9 Expenses. The Trustees shall have power to incur and pay any
expenses which in the opinion of the Trustees are necessary or incidental to
carry out any of the purposes of this Declaration and to pay reasonable
compensation from the funds of the Trust to themselves as Trustees. The Trustees
shall fix the compensation of all officers, employees and Trustees. The Trustees
may pay themselves such compensation for special services.
3.10 Miscellaneous Powers. The Trustees shall have the power to: (a)
employ or contract with such Persons as the Trustees may deem desirable for the
transaction of the business of the Trust and terminate such employees or
contractual relationships as they consider appropriate; (b) enter into joint
ventures, partnerships and any other combinations or associations; (c) purchase,
and pay for out of Trust Property, insurance policies insuring the Shareholders,
Trustees, officers, employees, agents, investment advisers, distributors,
selected dealers or independent contractors of the Trust against all claims
arising by reason of holding any such position or by reason of any action taken
or omitted by any such Person in such capacity, whether or not constituting
negligence, or whether or not the Trust would have the power to indemnify such
Person against such liability; (d) establish pension, profit-sharing, share
purchase, and other retirement, incentive and benefit plans for any Trustees,
officers, employees and agents of the Trust; (e) enter into a plan of
distribution and any related agreements whereby the Trust or any Series may
finance directly or indirectly any activity which is primarily intended to
result in the distribution or service of Shares or the provision of service to
Shareholders; (f) make donations, irrespective of benefit to the Trust for
charitable, religious, educational, scientific, civic or similar purposes (g) to
adopt a plan providing for the issuance of multiple Classes of shares (as
authorized in Article VI); (h) to the extent permitted by law, indemnify any
Person with whom the Trust or any Series thereof has dealings, including the
Investment Adviser, Distributor and selected dealers, to such extent as the
Trustees shall determine; (i) guarantee indebtedness or contractual obligations
of others; (j) determine and change the fiscal year of the Trust and the method
in which its accounts shall be kept; and (k) adopt a seal for the Trust, but the
absence of such seal shall not impair the validity of any instrument executed on
behalf of the Trust.
3.11 Further Powers. The Trustees shall have power to conduct the
business of the Trust and carry on its operations in any and all of its branches
and maintain offices both within and without the Commonwealth of Massachusetts,
or within or without the United States of America, and to do all such other
things and execute all such instruments as they deem necessary, proper or
desirable in order to promote the interests of the Trust although such things
are not herein specifically mentioned. Any determination as to what is in the
interests of the Trust made by the Trustees in good faith shall be conclusive.
In construing the provisions of this Declaration, the presumption shall be in
favor of a grant of power to the Trustees. The Trustees will not be required to
obtain any court order to deal with Trust Property.
ARTICLE IV
Management and Distribution Arrangements
4.1 Management Arrangements. The Trustees may in their discretion from
time to time enter into advisory, sub-advisory, administration,
sub-administrative, management or sub-management contracts whereby the other
party to such contract shall undertake to furnish the Trustees such advisory,
administrative and management services as the Trustees shall from time to time
consider desirable with respect to the Trust or any Series and all upon such
terms and conditions as the Trustees may in their discretion determine.
Notwithstanding any provisions of this Declaration, the Trustees may authorize
any adviser, administrator or manager (subject to such general or specific
instructions as the Trustees may from time to time adopt) to effect purchases,
sales, loans or exchanges of portfolio securities of the Trust on behalf of the
Trustees or may authorize any officer, employee or Trustee to effect such
purchases, sales, loans or exchanges pursuant to recommendations of any such
adviser, administrator or manager (and all without further action by the
Trustees).
4.2 Distribution Arrangements. The Trustees may in their discretion
from time to time enter into an exclusive or non-exclusive contract(s),
providing for the sale of the Shares of the Trust or any Series to net the Trust
not less than the [par value] per share, whereby the Trust may either agree to
sell the Shares to the other party to the contract or appoint such other party
its sales agent for such Shares. In either case, the contract shall be on such
terms and conditions as the Trustees may in their discretion determine, and such
contract may also provide for the repurchase or sale of Shares by such other
party as principal or as agent of the Trust and may provide that such other
party may enter into selected dealer agreements to further the purpose of the
distribution or repurchase of the Shares.
4.3 Parties to Contract. Any contract of the character described in
Sections 4.1 and 4.2 of this Article IV or in Article VII hereof may be entered
into with any corporation, firm, partnership, trust or association, although one
or more of the Trustees or officers of the Trust may be an officer, director,
partner, Trustee, shareholder, or member of such other party to the contract, or
of a parent or affiliate of such other party and no such contract shall be
invalidated or rendered voidable by reason of the existence of any such
relationship, nor shall any person holding such relationship be liable merely by
reason of such relationship for any loss or expense to the Trust under or by
reason of said contract or accountable for any profit realized directly or
indirectly therefrom. The same person (including a firm, corporation, trust, or
association) may be the other party to contracts entered into pursuant to
Sections 4.1 and 4.2 above or Article VII, and any individual may be financially
interested otherwise affiliated with persons who are parties to any or all the
contracts mentioned in this Section 4.3.
ARTICLE V
Limitations of Liability of Shareholders,
Trustees and Others
5.1 No Personal Liability of Shareholders, Trustees, etc. No
Shareholder shall be subject to any personal liability whatsoever to any Person
in connection with Trust Property or the acts, obligations or affairs of the
Trust. All Persons extending credit to, contracting with or having any claim
against the Trust shall look only to the assets of the Trust for payment under
such credit, contract or claim; and neither the Shareholders nor the Trustees,
nor any of the Trust's officers, employees or agents, whether past, present or
future, shall be personally liable therefore. No personal liability for any deed
or obligation of the Trust shall attach to any Shareholder or former Shareholder
of the Trust. No Trustee, officer, employee or agent of the Trust shall be
subject to any personal liability whatsoever to any Person, in connection with
Trust Property or the affairs of the Trust, save only that arising from his bad
faith, willful misfeasance, gross negligence or reckless disregard of his duty
to such Person; and all such Persons shall look solely to the Trust Property or
to the property of one or more specific Series of the Trust if the claim arises
from the conduct of such Trustee, officer, employee or agent of the Trust with
respect to such Series for satisfaction of claims of any nature arising in
connection with the affairs of the Trust. If any Shareholder, Trustee, officer,
employee, or agent, as such, of the Trust or any Series thereof, is made a party
to any suit or proceeding to enforce any such liability, he shall not on account
thereof be held to any personal liability. The Trust shall indemnify and hold
each Shareholder harmless from and against all claims and liabilities, to which
such Shareholder may become subject by reason of his being or having been a
Shareholder, and shall reimburse such Shareholder for all legal and other
expenses reasonably incurred by him in connection with any such claim or
liability. The rights accruing to a Shareholder under this Section 5.1 shall not
exclude any other right to which such Shareholder may be lawfully entitled, nor
shall anything herein contained restrict the right of the Trust or any Series
thereof to indemnify or reimburse a Shareholder in any appropriate situation
even though not specifically provided herein.
5.2 Mandatory Indemnification. The Trust shall indemnify each of its
Trustees, officers, employees, and agents (including persons who serve at its
request as directors, officers, employees, agents or trustees of another
organization in which it has any interest as a shareholder, creditor or
otherwise) against all liabilities and expenses (including amounts paid in
satisfaction of judgments, in compromise, as fines and penalties, and as counsel
fees) reasonably incurred by him in connection with the defense or disposition
of any action, suit or other proceeding, whether civil or criminal, in which he
may be involved or with which he may be threatened, while in office or
thereafter, by reason of his being or having been such a trustee, officer,
employee or agent, except with respect to any matter as to which he shall have
been adjudicated to be liable to the Trust or its Shareholders by reason of
having acted in bad faith, willful misfeasance, gross negligence or reckless
disregard of his duties; provided, however, that as to any matter disposed of by
a compromise payment by such person, pursuant to a consent decree or otherwise,
no indemnification either for said payment or for any other expenses shall be
provided unless approved as in the best interests of the Trust, after notice
that it involves such indemnification, by at least a majority of the
disinterested Trustees acting on the matter (provided that a majority of the
disinterested Trustees then in office act on the matter) upon a determination,
based upon a review of readily available facts, that (i) such person acted in
good faith in the reasonable belief that his or her action was in the best
interests of the Trust and (ii) is not liable to the Trust or the Shareholders
by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of duties; or the trust shall have received a written opinion from
independent legal counsel approved by the Trustees to the effect that (x) if the
matter of good faith and reasonable belief as to the best interests of the
Trust, had been adjudicated, it would have been adjudicated in favor of such
person, or (y) based upon a review of readily available facts such trustee,
officer, employee or agent did not engage in willful misfeasance, gross
negligence or reckless disregard of duty. The rights accruing to any Person
under these provisions shall not exclude any other right to which he may be
lawfully entitled; provided that no Person may satisfy any right of indemnity or
reimbursement granted herein or in Section 5.1 or to which he may be otherwise
entitled except out of the property of the Trust, and no Shareholder shall be
personally liable to any Person with respect to any claim for indemnity or
reimbursement or otherwise. The Trustees may make advance payments in connection
with indemnification under this Section 5.2, provided that the indemnified
person shall have given a written undertaking to reimburse the Trust in the
event it is subsequently determined that he is not entitled to such
indemnification and, provided further, that the Trust shall have obtained
protection, satisfactory in the sole judgement of the disinterested Trustees
acting on the matter (provided that a majority of the disinterested Trustees
then in office act on the matter), against losses arising out of such advance
payments or such Trustees , or independent legal counsel, in a written opinion,
shall have determined, based upon a review of readily available facts that there
is reason to believe that such person will be found to be entitled to such
indemnification.
5.3 No Bond Required of Trustees. No Trustee shall, as such, be
obligated to give any bond or surety or other security for the performance of
any of his duties hereunder.
5.4 No Duty of Investigation; Notice in Trust Instruments, etc. No
purchaser, lender, transfer agent or other person dealing with the Trustees or
any officer, employee or agent of the Trust shall be bound to make any inquiry
concerning the validity of any transaction purporting to be made by the Trustees
or by said officer, employee or agent or be liable for the application of money
or property paid, loaned, or delivered to or on the order of the Trustees or of
said officer, employee or agent. Every obligation, contract, instrument,
certificate, Share, other securities of the Trust or undertaking, and every
other act or thing whatsoever executed in connection with the Trust shall be
conclusively taken to have been executed or done by the executors thereof only
in their capacity as officers, employees or agents of the Trust. Every written
obligation, contract, instrument, certificate, Share, other security of the
Trust or undertaking made or issued by the Trustees or by any officers,
employees or agents of the Trust, in their capacity as such, shall contain an
appropriate recital to the effect that the Shareholders, Trustees, officers,
employees and agents of the Trust shall not personally be bound by or liable
thereunder, nor shall resort be had to their private property for the
satisfaction of any obligation or claim thereunder, and appropriate references
shall be made therein to the Declaration of Trust, and may contain any further
recital which they may deem appropriate, but the omission of such recital shall
not operate to impose personal liability on any of the Trustees, Shareholders,
officers, employees or agents of the Trust. The Trustees may maintain insurance
for the protection of the Trust Property, its Shareholders, Trustees, officers,
employees and agents in such amount as the Trustees shall deem adequate to cover
possible tort liability, and such other insurance as the Trustees in their sole
judgment shall deem advisable.
5.5 Reliance on Experts, etc. Each Trustee and officer or employee of
the Trust shall, in the performance of his duties, be fully and completely
justified and protected with regard to any act or any failure to act resulting
from reliance in good faith upon the books of account or other records of the
Trust, upon an opinion of counsel, or upon reports made to the Trust by any of
its officers or employees or by any investment adviser, distributor, selected
dealers, accountants, appraisers or other experts or consultants selected with
reasonable care by the Trustees, officers or employees of the Trust, regardless
of whether such counsel or expert may also be a Trustee.
ARTICLE VI
Shares of Beneficial Interest
6.1 Beneficial Interest. The interest of the beneficiaries hereunder
shall be divided into transferable shares of beneficial interest, par value
$0.001 per share. The number of such shares of beneficial interest authorized
hereunder is unlimited. The Trustees shall have exclusive authority without
Shareholder approval to establish and designate one or more Series of Shares and
one or more Classes thereof as the Trustees deem necessary or desirable from
time to time. All Shares issued hereunder including, without limitation, Shares
issued in connection with a dividend in Shares or a split of Shares, shall be
fully paid and nonassessable.
6.2 Rights of Shareholders. The ownership of the Trust Property of
every description and the right to conduct any business hereinbefore described
are vested exclusively in the Trustees, and the Shareholders shall have no
interest therein other than the beneficial interest conferred by their Shares,
and they shall have no right to call for any partition or division of any
property, profits, rights or interests of the Trust nor can they be called upon
to share or assume any losses of the Trust or suffer an assessment of any kind
by virtue of their ownership of Shares. The Shares shall be personal property
giving only the rights in this Declaration specifically set forth. The Shares
shall not entitle the holder to preference, preemptive, appraisal, conversion or
exchange rights except as may be specified or determined by the Trustees.
6.3 Trust Only. It is the intention of the Trustees to create only the
relationship of Trustee and beneficiary between the Trustees and each
Shareholder from time to time. It is not the intention of the Trustees to create
a general partnership, limited partnership, joint stock association,
corporation, bailment or any form of legal relationship other than a trust.
Nothing in this Declaration of Trust shall be construed to make the
Shareholders, either by themselves or with the Trustees, partners or members of
a joint stock association.
6.4 Issuance of Shares. The Trustees, in their discretion, may from
time to time without a vote of the Shareholders issue Shares with respect to any
Series or Class in addition to the then issued and outstanding Shares and Shares
held in the treasury, to such party or parties and for such amount not less than
par value and type of consideration, including cash or property, at such time or
times (including, without limitation, each business day in accordance with the
maintenance of a constant net asset value per share as set forth in Section 9.3
hereof), and on such terms as the Trustees may deem best, and may in such manner
acquire other assets (including the acquisition of assets subject to, and in
connection with the assumption of, liabilities) and businesses. In connection
with any issuance of Shares, the Trustees may issue fractional Shares. The
Trustees may from time to time divide or combine the Shares of any Series or
Class into a greater or lesser number without thereby changing the proportionate
beneficial interests in such Series of the Trust or Class thereof. Reductions in
the number of outstanding Shares may be made pursuant to the constant net asset
value per share formula set forth in Section 9.3.
6.5 Register of Shares. A register shall be kept at the Trust or a
transfer agent duly appointed by the Trustees under the direction of the
Trustees which shall contain the names and addresses of the Shareholders and the
number of Shares (with respect to each Series and Class that may have been
established) held by them respectively and a record of all transfers thereof.
Separate registers shall be established and maintained for each Series of the
Trust. Each such register shall be conclusive as to who are the holders of
record of the Shares and who shall be entitled to receive dividends or
distributions or otherwise to exercise or enjoy the rights of Shareholders. No
Shareholder shall be entitled to receive payment of any dividend or
distribution, nor to have notice given to him as herein provided, until he has
given his address to a transfer agent or such other officer or agent of the
Trustees as shall keep the said register for entry thereon. It is not
contemplated that certificates will be issued for the Shares; however, the
Trustees, in their discretion, may authorize the issuance of share certificates
and promulgate appropriate rules and regulations as to their use. Any and all
notices to which any Shareholder hereunder may be entitled and any and all
communications shall be deemed duly served or given if mailed, postage prepaid,
addressed to any Shareholder of record at this last known address as recorded on
the register of the Trust.
6.6 Transfer Agent and Registrar. The Trustees shall have power to
employ a transfer agent or transfer agents, and a registrar or registrars with
respect to the various Series. The transfer agent or transfer agents may keep
the said register and record therein the original issues and transfers, if any,
of the said Shares of the applicable Series.
6.7 Transfer of Shares. Shares shall be transferable on the records of
the Trust only by the record holder thereof or by his agent thereto duly
authorized in writing, upon delivery to the Trust or a transfer agent of the
Trust of a duly executed instrument of transfer, together with such evidence of
the genuineness of each such execution and authorization and of other matters as
may reasonably be required. Upon such delivery the transfer shall be recorded on
the register of the Trust. Until such record is made, the Shareholder of record
shall be deemed to be the holder of such Shares for all purposes hereof and
neither the Trustees nor any transfer agent or registrar nor any officer,
employee or agent of the Trust shall be affected by any notice of the proposed
transfer.
Any person becoming entitled to any shares in consequence of the death,
bankruptcy, or incompetence of any Shareholder, or otherwise by operation of
law, shall be recorded on the register of Shares as the holder of such Shares
upon production of the proper evidence thereof to the Trust or a transfer agent
of the Trust, but until such record is made, the Shareholder of record shall be
deemed to be the holder of such Shares for all purposes hereof and neither the
Trustees nor any transfer agent or registrar nor any officer or agent of the
Trust shall be affected by any notice of such death, bankruptcy or incompetence,
or other operation of law.
6.8 Treasury Shares. Shares held in the treasury shall, until reissued,
not confer any voting rights on the Trustees, nor shall such Shares be entitled
to any dividends or other distributions declared with respect to the Shares.
6.9 Series or Class Designation. The Trustees, in their discretion, may
authorize the division of Shares into two or more Series, each Series relating
to a separate portfolio of investments. The different Series shall be
established and designated, the variations in the relative rights and
preferences as between the different Series shall be fixed and determined, by
the Trustees; provided, that all Shares shall be identical except that there may
be variations so fixed and determined between different Series as to investment
objective, purchase price, investment policies and restrictions, payment
obligations, distribution, advisory and other expenses, right of redemption,
special and relative rights as to dividends and on liquidation and conversion
and exchange rights, and conditions under which the several Series shall have
separate voting rights.
The Trustees, in their discretion, without a vote of the Shareholders,
may divide the Shares of any Series into one or more Classes. The different
Classes shall be established and designated, the variations in the relative
rights and preferences as between the different Classes shall be fixed and
determined by the Trustees provided that, each Class shall represent interests
in the Trust property and have identical voting, dividend, liquidation and other
rights and the same terms and conditions except that expenses related directly
or indirectly to a Class may be borne solely by such Class (as shall be
determined by the Trustees) and, as provided in Section 10.1, a Class may have
exclusive voting rights with respect to matters relating solely to such Class.
The Trustees may provide that Shares of a Class will be exchanged for Shares of
another Class without any act or deed on the part of the holder of Shares of the
Class being exchanged, whether or not Shares of such Class are issued and
outstanding, all on terms and conditions as the Trustees may specify.
If the Trustees shall divide the Shares of the Trust into two or more
Series or Classes within a Series, the following provisions shall be applicable:
(a) The number of authorized Shares and the number of Shares
of each Series and Class that may be issued shall be unlimited. The
Trustees may classify or reclassify any unissued Shares or any Shares
previously issued and reacquired of any series into one or more Series
or Class that may be established and designated from time to time.
Notwithstanding the foregoing, the Trustees may redesignate a Class or
Series of Shares of beneficial interest whether or not Shares of such
Class or Series are issued and outstanding, provided that such
redesignation does not substantially adversely affect the preference,
conversion or other rights, voting powers, restrictions, limitations as
to dividends, qualifications or terms or conditions of redemption of
such issued and outstanding Shares of beneficial interest. The Trustees
may hold as treasury shares (of the same or some other Series or
Class), reissue for such consideration and on such terms as they may
determine, or cancel any Shares of any Series or Class reacquired by
the Trust at their discretion from time to time.
(b) All consideration received by the Trust for the issue or
sale of Shares of a particular Series, together with all assets in
which such consideration is invested or reinvested, all income,
earnings, profits, and proceeds thereof, including any proceeds derived
from the sale, exchange or liquidation of such assets, and any funds or
payments derived from any reinvestment of such proceeds in whatever
form the same may be, shall irrevocably belong to that Series for all
purposes, subject only to the rights of creditors of such Series and
except as may otherwise be required by applicable tax laws, and shall
be so recorded upon the books of account of the Trust. In the event
that there are any assets, income, earnings, profits, and proceeds
thereof, funds, or payments which are not readily identifiable as
belonging to any particular Series, the Trustees shall allocate them
among any one or more of the series established and designated from
time to time in such manner and on such basis as they, in their sole
discretion, deem fair and equitable. Each such allocation by the
Trustees shall be conclusive and binding upon the Shareholders of all
Series for all purposes.
(c) The assets belonging to each particular Series shall be
charged with the liabilities of the Trust in respect of that Series or
the appropriate Class or Classes thereof and all expenses, costs,
charges and reserves attributable to that Series or Class or Classes
thereof, and any general liabilities, expenses, costs, charges or
reserves of the Trust which are not readily identifiable as belonging
to any particular Series shall be allocated and charged by the Trustees
to and among any one or more of the Series established and designated
from time to time in such manner and on such basis as the Trustees in
their sole discretion deem fair and equitable. Each allocation of
liabilities, expenses, costs, charges and reserves by the Trustees
shall be conclusive and binding upon the holders of all Series and
Classes for all purposes. The Trustees shall have full discretion to
determine which items are capital; and each such determination and
allocation shall be conclusive and binding upon the Shareholders.
(d) The power of the Trustees to pay dividends and make
distributions with respect to any one or more Series or Classes shall
be governed by Section 9.2 of this Trust.
(e) The establishment and designation of any Series or Class
of Shares shall be effected by vote of a majority of the then Trustees: The
relative rights and preferences of such Series or Class shall be set forth in an
instrument establishing and designating such Series or Class. Such instrument
shall be executed by either a majority of the then Trustees or by an Officer or
Trustee of the Trust certifying as to the resolution of the Trustees. The
Trustees may by a majority vote abolish a Series or Class and the establishment
and designation thereof.
ARTICLE VII
Custodian
7.1 Appointment and Duties. The Trustees shall at all times employ a
custodian or custodians, upon such terms as may be agreed upon between the
Trustees and the custodian with authority as its agent.
The Trustees may also authorize the custodian to employ one or more
sub-custodians from time to time to perform such of the acts and services of the
custodian and upon such terms and conditions, as may be agreed upon between the
custodian and such sub-custodian and approved by the Trustees.
7.2 Central Certificate System. Subject to such rules, regulations and
orders as the Commission may adopt, the Trustees may direct the custodian to
deposit all or any part of the securities owned by the Trust in a system for the
central handling of securities established by a national securities exchange or
a national securities association registered with the Commission under the
Securities Exchange Act of 1934, or such other person including, without
limitation a foreign securities depositary, as may be permitted by the
Commission, or otherwise in accordance with the 1940 Act.
ARTICLE VIII
Redemption
8.1 Redemptions. Shares of any Series may be redeemed at the option of
the holders thereof, upon and subject to the terms and conditions provided in
this Article VIII. The Trust shall, upon application of any Shareholder or
pursuant to authorization from any Shareholder, redeem or repurchase from such
Shareholder outstanding Shares with respect to the applicable Series for an
amount per Share at the net asset value thereof as determined in accordance with
Section 9.1 hereof, provided that if so authorized by the Trustees, the Trust
may, at any time and from time to time, charge fees for effecting such
redemption, or a deferred sales charge, at such rates as the Trustees may
establish from time to time and may, at any time and from time to time, suspend
such right of redemption. The procedures for effecting redemption shall be as
set forth in the Prospectus from time to time.
8.2 Redemption of Shares: Disclosure of Holding. If the Trustees shall,
at any time and in good faith, be of the opinion that direct or indirect
ownership of Shares or other securities of the Trust has or may become
concentrated in any person to an extent which would disqualify the Trust as a
regulated investment company under the Internal Revenue Code, then the Trustees
shall have the power by lot or other means deemed equitable by them (i) to call
for redemption a number, or principal amount, of Shares or other securities of
the Trust sufficient, in the opinion of the Trustees, to maintain or bring the
direct or indirect ownership of Shares or other securities of the Trust into
conformity with the requirements for such qualification and (ii) to refuse to
transfer or issue Shares or other securities of the Trust to any Person whose
acquisition of the Shares or other securities of the Trust in question would in
the opinion of the Trustees result in such disqualification. The redemption
shall be effected at a redemption price determined in accordance with Section
8.1.
The holders of Shares or other securities of the Trust shall upon
demand disclose to the Trustees in writing such information with respect to
direct and indirect ownership of Shares or other securities of the Trust as the
Trustees deem necessary to comply with the provisions of the Internal Revenue
Code, or to comply with the requirements of any other taxing authority.
8.3 Redemptions Pursuant to Constant Net Asset Value Formula. The Trust
may also reduce the number of outstanding Shares pursuant to the provisions of
Section 9.3.
8.4 Redemptions of de Minimus Accounts. The Trustees shall have the
power to redeem Shares at a redemption price determined in accordance with
Section 8.1 if at any time the total investment in an account does not meet the
minimum amount that may be established by the Trustees from time to time, and in
accordance with such notice and other procedures as may be established by the
Trustees from time to time.
ARTICLE IX
Determination of Net Asset Value,
Net Income and Distributions
9.1 Net Asset Value. The net asset value of each outstanding Share of
the Trust shall be determined at such time or times on such days as the Trustees
may determine. The method of determination of net asset value of Shares of each
Series or Class shall be determined by the Trustees and shall be as set forth in
the Prospectus with any expenses being borne solely by a Class of Shares being
reflected in the net asset value of such Shares. The power and duty to make the
daily calculations may be delegated by the Trustees to the adviser,
administrator, manager, custodian, transfer agent or such other person as the
Trustees may determine. The Trustees may suspend the daily determination of net
asset value from time to time.
9.2 Distributions to Shareholders. The Trustees may from time to time
with such frequency as the Trustees may determine, distribute ratably among the
Shareholders of any particular Series or Class such proportion of the net
profits, surplus (including paid-in surplus), capital, income, capital gains or
assets held by the Trustees with respect to such Series as they may deem proper
with any expenses being borne solely by a Class of Shares being reflected in the
net profits or other assets being distributed to such Classes. Such distribution
may be made in cash or property (including without limitation any type of
obligations of the Trust or any assets thereof), and the Trustees may distribute
ratably among the Shareholders of any Series additional Shares of the applicable
Series issuable hereunder in such manner, at such times, and on such terms as
the Trustees may deem proper. Such distributions may be among the Shareholders
of record at the time of declaring a distribution or among the Shareholders of
record at such later date as the Trustees shall determine. The Trustees may
always retain from the net profits such amount as they may deem necessary to pay
the debts or expenses of the Trust or to meet obligations of the Trust, or as
they may deem desirable to use in the conduct of its affairs or to retain for
future requirements or extensions of the business. The Trustees may adopt and
offer to Shareholders of any Series such dividend reinvestment plans, cash
dividend payout plans or related plans as the Trustees shall deem appropriate
for such Series.
Inasmuch as the computation of net income and gains for Federal income
tax purposes may vary from the computation thereof on the books, the above
provisions shall be interpreted to give the Trustees the power in their
discretion to distribute for any fiscal year as ordinary dividends and as
capital gains distributions, respectively, additional amounts sufficient to
enable the Trust to avoid or reduce liability for taxes.
9.3 Constant Net Asset Value: Reduction of Outstanding Shares. The
Trustees shall have the power to determine the net income of any Series of the
Trust once on each day the net asset value of the Series is determined as
provided in Section 9.1 and at each such determination to declare such net
income as dividends with the result that the net asset value per Share of the
series shall remain at a constant dollar value. The determination of net income
and the resultant declaration of dividends shall be as set forth in the
Prospectus. In the event the Trustees determine the net asset value of a Series
as described herein, fluctuations in value of Shares of the Series will be
reflected in the number of outstanding Shares of the Series in each
Shareholder's account. It is expected that the Series will have a positive net
income at the time of each determination. If for any reason the net income of
the Series is a negative amount, the Trust may offset such amount against
dividends accrued in the account of each Shareholder of the Series. If and to
the extent such negative amount exceeds such accrued dividends, the Trustees
shall have authority to reduce the number of outstanding Shares of the Series.
Such reduction will be effected by having each Shareholder of the Series
proportionately contribute to the Series' capital the necessary Shares of the
Series that represent the amount of the excess upon such determination. Each
Shareholder of the Series will be deemed to have agreed to such contribution in
these circumstances by his investment in the Series. This procedure will permit
the net asset value per Share of the Series to be maintained at a constant
dollar value per Share.
The Trustees, by resolution, may discontinue or amend the practice of
maintaining the net asset value per share of any Series at a constant dollar
amount at any time and such modification shall be evidenced by appropriate
changes in the Prospectus.
9.4 Power to Modify Foregoing Procedures. Notwithstanding any of the
foregoing provisions of this Article IX, the Trustees may prescribe, in their
absolute discretion, such other bases and times for determining the per share
net asset value of the Trust's Shares or net income, or the declaration and
payment of dividends and distributions as they may deem necessary or desirable
or to enable the Trust to comply with any provision of the 1940 Act, or any rule
or regulation thereunder, including any rule or regulation adopted pursuant to
the 1940 Act by the Commission or any securities association registered under
the Securities Exchange Act of 1934, or any order of exemption issued by said
Commission, all as in effect now or hereafter amended or modified.
ARTICLE X
Shareholders
10.1 Voting Powers. The Shareholders shall have power to vote only (i)
for the election or removal of Trustees to the extent provided in Sections 2.3
and 2.4; (ii) with respect to the amendment of this Declaration to the extent
provided in Section 11.3; (iii) with respect to any merger, consolidation or
sale of assets to the extent provided in Section 11.4; (iv) with respect to the
termination of the Trust or any Series thereof to the extent provided in Section
11.2 with respect to such additional matters relating to the Trust as may be
required or authorized by the 1940 Act, the laws of The Commonwealth of
Massachusetts or other applicable law or by this Declaration or the By-Laws of
the Trust; (v) to the same extent as the stockholders of a Massachusetts
business corporation as to whether or not a court action, proceeding or claim
should or should not be brought or maintained derivatively or as a Class action
on behalf of the Trust or the Shareholders and (vi) with respect to such
additional matters relating to the Trust as the Trustees may decide to submit
for Shareholder approval. If the Shares of a Series shall be divided into
Classes as provided in Article VI hereof, the Shares of each Class shall have
identical voting rights except that the Trustees, in their discretion, may
provide a Class with exclusive voting rights with respect to matters related
solely to such Class. On any matter submitted to a vote of the Shareholders of
the Trust, all Shares then entitled to vote shall be voted by individual Series,
except that (i) when required by the 1940 Act to be voted in the aggregate,
Shares shall not be voted by individual Series, (ii) when the Trustees have
determined that the matter effects only the interest of Shareholders of one or
more Series, only Shareholders of such Series shall be entitled to vote thereon,
(iii) all Series shall vote together on the election of Trustees.
There shall be no cumulative voting in the election of Trustees. Until
Shares are issued, the Trustees may exercise all rights of Shareholders and may
take any action required by law, this Declaration or by the By-laws to be taken
by Shareholders. The By-laws may include further provisions for Shareholders'
votes and meetings and related matters.
10.2 Meetings of Shareholders. No annual or regular meetings of the
Shareholders are required. Special meetings of the Shareholders, including
meetings involving only the holders of Shares of one or more but less than all
Series or Classes thereof, may be called at any time by the Chairman or
President of the Trust or the Secretary of the Trust at the request, in writing
or by resolution, of a majority of the Trustees or upon written request of
Shareholders, or Shareholders of any Series or Class thereof holding in the
aggregate not less than 10% of the outstanding Shares of the Trust or such
Series or Class having voting rights, such request specifying the purpose or
purposes for which such meeting is to be called. Any such meeting shall be held
within or without The Commonwealth of Massachusetts on or about such day as the
Trustees shall have designated. The holders of one-third of the outstanding
Shares of the Trust, or of a Series or Class as applicable present in person or
by proxy shall constitute a quorum for the transaction of any business, except
as may otherwise be required by the 1940 Act or other applicable law or by this
Declaration or the By-Laws of the Trust. If a quorum is present at a meeting,
the affirmative vote of a majority of the Shares represented and entitled to
vote at the meeting constitutes the action of the Shareholders, unless the 1940
Act, other applicable law, this Declaration or the By-Laws of the Trust requires
a greater or lesser number of affirmative votes.
10.3. Notice of Meetings. Notice of all meetings of the Shareholders,
stating the time, place and purposes of the meeting, shall be given by the
Trustees by mail to each Shareholder at his registered address, mailed at least
10 days and not more than 90 days before the meeting. Only the business stated
in the notice of the meeting shall be considered at such meeting. Any adjourned
meeting may be held as adjourned without further notice.
10.4 Record Date for Meetings. The Trustees may establish record dates
for the purpose of determining the Shareholders who are entitled to notice of
and to vote at any meeting, or to participate in any distribution, or for the
purpose of any other action, and may close the transfer books for such period as
may be determined in accordance with the By-Laws.
10.5 Proxies, etc. At any meeting of Shareholders, any holder of Shares
entitled to vote thereat may vote by proxy, provided that no proxy shall be
voted at any meeting unless it shall have been placed on file with the
Secretary, or with such other officer or agent of the Trust as the Secretary may
direct, for verification prior to the time at which such vote shall be taken.
Proxies may be solicited in the name of one or more Trustees and/or one or more
of the officers of the Trust. Only Shareholders of record shall be entitled to
vote. Each full Share shall be entitled to one vote and fractional Shares shall
be entitled to a vote of such fraction. When any Share is held jointly by
several persons, any one of them may vote at any meeting in person or by proxy
in respect of' such Share, but if more than one of them shall be present at such
meeting in person or by proxy, and such joint owners or their proxies so present
disagree as to any vote to be cast, such vote shall not be received in respect
of such Share. A proxy purporting to be executed by or on behalf of a
Shareholder shall be deemed valid unless challenged at or prior to its exercise,
and the burden of proving invalidity shall rest on the challenger. To the extent
provided for in the By-Laws, proxies may be submitted via telephone, internet or
other electronic means. If the holder of any such Share is a minor or a person
of unsound mind, and subject to guardianship or to the legal control of any
other person as regards the charge or management of such Share, he may vote by
his guardian or such other person appointed or having such control, and such
vote may be given in person or by proxy.
10.6 Inspection of Records. The records of the Trust shall be open to
inspection by Shareholders to the same extent as is permitted shareholders of a
Massachusetts business corporation.
ARTICLE XI
Duration; Termination of Trust;
Amendment; Mergers: Etc.
11.1 Duration. Subject to possible termination in accordance with the
provisions of Section 11.2 hereof, the Trust created hereby shall continue
indefinitely, without limitation of time.
11.2 Termination of Trust or Series Thereof.
(a) The Trust may be terminated (i) by the affirmative vote of
the holders of not less than two-thirds of the Shares of the Trust then
outstanding and entitled to vote at any meeting of Shareholders or (ii)
by the affirmative vote of at least two-thirds of the Trustees. The
termination of any Series of the Trust by the Shareholders of such
Series shall only require an affirmative vote of the holders of not
less than two-thirds of the Shares of that Series, as provided above.
Upon any such termination,
(i) The Trust or such Series shall carry on no
business except for the purpose of winding up its affairs.
(ii) The Trustees shall proceed to wind up the
affairs of the Trust or such Series and all of the powers of
the Trustees under this Declaration shall continue until the
affairs of the Trust or such Series shall have been wound up,
including the power to fulfill or discharge the contracts of
the Trust, collect its assets, sell, convey, assign, exchange,
transfer or otherwise dispose of all or any part of the
remaining Trust Property to one or more persons at public or
private sale for consideration which may consist in whole or
in part of cash, securities or other property of any kind,
discharge or pay its liabilities, and do all other acts
appropriate to liquidate its business, and terminate the Trust
or Series thereof.
(iii) After paying or adequately providing for the
payment of all liabilities, and upon receipt of such releases,
indemnities and refunding agreements, as they deem necessary
for their protection, the Trustees may distribute the
remaining Trust Property of any Series, in cash or in kind or
partly each, among the Shareholders of the applicable Series
or each Class of a Series if applicable, according to their
respective rights, taking into account the proper allocation
of expense being borne solely by any Class of Shares.
(b) Upon termination of the Trust or any Series, and
distribution to the Shareholders as herein provided, an officer of the
Trust shall execute a certificate setting forth the fact of such
termination. Upon termination of the Trust, the Trustees shall
thereupon be discharged from all further liabilities and duties
hereunder, and the rights and interests of all Shareholders shall
thereupon cease. Upon termination of any Series, the Trustees shall
thereupon be discharged from all further liabilities and duties with
respect to such Series and the rights and interests of all Shareholders
of such Series shall thereupon cease.
11.3 Amendment Procedure.
(a) Except as provided in paragraph (b) of this Section 11.3,
this Declaration may be amended by a vote of a majority of the Shares
issued and outstanding at a meeting of Shareholders or by an instrument
in writing, without a meeting, signed by a majority of the Trustees and
consented to by the holders of not less than a majority of such Shares.
Shareholders of each Series or Class shall have the right to vote
separately on amendments to this Declaration to the extent provided in
Section 10.1. The Trustees may also amend this Declaration without the
vote or consent of Shareholders (i) to change the name of the Trust,
(ii) to supply any omission, or cure, correct or supplement any
ambiguous, defective or inconsistent provision hereof, (iii) if they
deem it necessary to conform this Declaration to the requirements of
applicable Federal or state laws or regulations or the requirements of
the Internal Revenue Code, or to eliminate or reduce any Federal, state
or local taxes which are or may be payable by the Trust or the
Shareholders, but the Trustees shall not be liable for failing to do
so, or (iv) for any other purpose which does not adversely affect the
rights of any Shareholder with respect to which the amendment is or
purports to be applicable. Nothing herein contained shall be deemed to
require a shareholder vote as a condition to the establishment and
designation by the Trustees of any Series or Class or any amendments or
modifications of such establishment and designation as provided in
Article VI hereof.
(b) No amendment under Section 11.3 (a) above, which would
change any right with respect to Shares of the Trust by reducing the
amount payable thereon upon liquidation of the Trust or by materially
adversely changing or eliminating any voting rights pertaining thereto,
shall be made except with the vote or consent of the holders of
two-thirds of the Shares of the Trust or of any Series affected
thereby. Nothing contained in this Declaration shall permit the
amendment of this Declaration to impair the exemption from personal
liability of the Shareholders, Trustees, officers, employees and agents
of the Trust or to permit assessments upon Shareholders.
(c) A certification in recordable form signed by an officer of
the Trust setting forth an amendment and reciting that it was duly
adopted by the Shareholders or by the Trustees as aforesaid or a copy
of the Declaration, as amended, in recordable form, and executed by a
majority of the Trustees or certified by the Secretary or Assistant
Secretary of the Trust, shall be conclusive evidence of such amendment
when lodged among the records of the Trust.
11.4 Merger, Consolidation and Sale of Assets.
(a) Notwithstanding any other provision of this Declaration,
with the exception of 11.4(b) below, or the By-Laws of the Trust, a favorable
vote of the holders of at least two-thirds of the outstanding Shares of the
Trust (if approving a merger or sale of assets of the Trust, or such Series if
approving the merger or sale of assets of such Series) entitled to be voted on
the matter shall be required to approve, adopt or authorize (i) a merger or
consolidation or share exchange of the Trust or Series with any other entity, or
(ii) a sale or exchange of all or substantially all of the assets of the Trust
or Series (other than in the regular course of its investment activities, or
upon termination of the Trust or Series thereof in accordance with Section 11.2
hereof), unless such action has previously been approved, adopted or authorized
by the affirmative vote of at least two-thirds of the Trustees, in which case
the affirmative vote of the holders of a majority of the outstanding Shares of
the Trust (if approving a merger or sale of assets of the Trust, or of a Series
if approving the merger or sale of assets of such Series) entitled to vote
thereon shall be required.
(b) Notwithstanding any other provisions of this Declaration
or the By-Laws of the Trust, approval by the Shareholders is not required for a
reorganization or in any merger, consolidation or sale of assets where the Trust
is the surviving or resulting entity or similar transaction where the Trust or
any Series thereof acquires the assets of another entity in exchange for Shares
of the Trust or the Series.
11.5 Incorporation. The Trustees may cause to be organized or assist in
organizing a corporation or corporations under the laws of any jurisdiction or
any other trust, partnership, association or other organization to take over all
of the Trust Property or to carry on any business in which the Trust shall
directly or indirectly have any interest, and to sell, convey and transfer the
Trust Property to any such corporation, trust, association or organization in
exchange for the Shares or securities thereof or otherwise, and to lend money
to, subscribe for the Shares or securities of, and enter into any contracts with
any such corporation, trust, partnership, association or organization, or any
corporation, partnership, trust, association or organization in which the Trust
holds or is about to acquire shares or any other interest. The Trustees may also
cause a merger or consolidation between the Trust or any successor thereto and
any such corporation, trust, partnership, association or other organization if
and to the extent permitted by law, as provided under the law then in effect.
Nothing contained herein shall be construed as requiring approval of
Shareholders for the Trustees to organize or assist in organizing one or more
corporations, trusts, partnerships, associations or other organizations and
selling, conveying or transferring all or a portion of the Trust Property to
such organizations or entities.
11.6 Changes to Trust Agent or Address. The Trustees in their sole
discretion and without shareholder approval may, from time to time as necessary
or appropriate, change the resident agent of the Trust, or the address of the
principal place of business for the Trust.
ARTICLE XII
Miscellaneous
12.1 Filing. This Declaration and any amendment hereto shall
be filed in the office of the Secretary of the Commonwealth of Massachusetts and
in such other places as may be required under the laws of Massachusetts and may
also be filed or recorded in such other places as the Trustees deem appropriate,
provided, however, that the failure to so file will not invalidate this
instrument or any properly authorized amendment hereto. Each amendment so filed
shall be accompanied by a certificate signed and acknowledged by a Trustee or by
an Officer of the Trust stating that such action was duly taken in a manner
provided herein. A restated Declaration, containing the original Declaration and
all amendments, theretofore made, may be executed from time to time by a
majority of the Trustees and shall, upon filing with the Secretary of the
Commonwealth of Massachusetts, be conclusive evidence of all amendments
contained therein and may thereafter be referred to in lieu of the original
Declaration and the various amendments thereto.
12.2 Resident Agent. The Trust shall maintain a resident agent in the
Commonwealth of Massachusetts, which agent shall initially be Corporation
Service Company, 84 State Street Boston, MA 02109. The Trustees may designate a
successor resident agent, provided, however, that such appointment shall not
become effective until written notice thereof is delivered to the office of the
Secretary of the Commonwealth.
12.3 Governing Law. This Declaration is executed by the Trustees and
delivered in The Commonwealth of Massachusetts and with reference to the laws
thereof, and shall be subject to and construed according to the laws of The
Commonwealth without reference to principles of conflicts or choice of laws.
12.4 Counterparts. This Declaration may be simultaneously executed in
several counterparts, each of which shall be deemed to be an original, and such
counterparts, together, shall constitute one and the same instrument, which
shall be sufficiently evidenced by any such original counterpart.
12.5 Reliance by Third Parties. Any certificate executed by an
individual who, according to the records of the Trust, or of any recording
office in which this Declaration may be recorded, appears to be a Trustee
hereunder, or the Secretary or Assistant Secretary of the Trust, certifying to:
(a) the number or identity of Trustees or Shareholders, (b) the due
authorization of the execution of any instrument or writing, (c) the form of any
vote passed at a meeting of Trustees or Shareholders, (d) the fact that the
number of' Trustees or Shareholders present at any meeting or executing any
written instrument satisfies the requirements of this Declaration, (e) the form
of any By-Laws adopted by or the identity of any officers elected by the
Trustees, or (f) the existence of any fact or facts which in any manner relate
to the affairs of the Trust, shall be conclusive evidence as to the matters so
certified in favor of any person dealing with the Trustees and their successors.
12.6 Provisions in Conflict With Law or Regulations.
(a) The provisions of this Declaration are severable, and if
the Trustees shall determine, with the advice of counsel, that any of
such provisions is in conflict with the 1940 Act, the regulated
investment company provisions of the Internal Revenue Code or with
other applicable laws and regulations, the conflicting provision shall
be deemed never to have constituted a part of this Declaration;
provided, however, that such determination shall not affect any of the
remaining provisions of this Declaration or render invalid or improper
any action taken or omitted prior to such determination.
(b) If any provision of this Declaration shall be held invalid
or unenforceable in any jurisdiction, such invalidity or
unenforceability shall attach only to such provision in such
jurisdiction and shall not in any manner affect such provision in any
other jurisdiction or any other provision of this Declaration in any
jurisdiction.
<PAGE>
The principal office of the Trust is One Corporate Drive, P.O. Box 883,
Shelton, CT 06484-0883
IN WITNESS WHEREOF, the undersigned have caused these presents to be
executed as of the day and year first above written.
Andrew Jardine
3 Finsbury Avenue, London #C2M 2PA
Kenneth D. Colabella
545 Frost Avenue
Suite 7B
New York, NY 10016
STATE OF _______________ )
) ss.:
COUNTY OF _____________ )
On this ____ day of _______________, 1999, before me personally
appeared __________________, to me known to be the individual described herein
and who executed the foregoing instrument, and acknowledged that he executed the
same as his free act and deed.
---------------------------------
NOTARY PUBLIC
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST LORD ABBETT GROWTH & INCOME PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Lord Abbett Growth & Income 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
AT01
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AMERICAN SKANDIA TRUST - AST LORD ABBETT GROWTH & INCOME PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENTS IN OTHER INVESTMENT
COMPANIES.
4. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENT IN SECURITIES OF ISSUERS
IN WHICH MANAGEMENT OF THE TRUST AND OF THE TRUST'S
INVESTMENT MANAGER OWNS SECURITIES.
5. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
6. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
7. PROPOSAL TO APPROVE a change in THE PORTFOLIO'S [] [] []
FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
LOANS.
8. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
- ---------------------------------- Date:--------- --------------------------- Date: --------
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications (e.g., proxy
statements, prospectuses and shareholder reports) in an electronic format (e.g.
E-mail or download from www.AmericanSkandia.com) when available, please provide
your E-mail address in the space provided below. We will notify you as
electronic documents become available. For additional information on this
option, please refer to the back cover of the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST LORD ABBETT SMALL CAP VALUE PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Lord Abbett Small Cap Value 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
AT24
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AMERICAN SKANDIA TRUST - AST LORD ABBETT SMALL CAP VALUE PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
<S> <C> <C> <C> <C>
For Against Abstain
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE A CHANGE IN THE PORTFOLIO'S [] [] []
FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
LOANS.
6. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES.
</TABLE>
<TABLE>
<CAPTION>
Please be sure to sign and date this Proxy
<S> <C> <C> <C> >
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
DETACH CARD
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST JANCAP GROWTH PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST JanCap 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
AT02
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AMERICAN SKANDIA TRUST - AST JANCAP GROWTH PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENTS IN OTHER INVESTMENT
COMPANIES.
4. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENT IN SECURITIES OF ISSUERS IN
WHICH MANAGEMENT OF THE TRUST AND OF THE TRUST'S
INVESTMENT MANAGER OWNS SECURITIES.
5. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
6. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
7. PROPOSAL TO APPROVE A CHANGE IN THE PORTFOLIO'S [] [] []
FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
LOANS.
8. PROPOSAL TO APPROVE THE ELECTION OF tWO TRUSTEES. [] [] []
</TABLE>
<TABLE>
<CAPTION>
Please be sure to sign and date this Proxy
<S> <C> <C> <C>
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
DETACH CARD
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST JANUS OVERSEAS GROWTH PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Janus Overseas 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
HN06
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AMERICAN SKANDIA TRUST - AST JANUS OVERSEAS GROWTH PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE A CHANGE IN THE PORTFOLIO'S [] [] []
FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
LOANS.
6. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
</TABLE>
<TABLE>
<CAPTION>
Please be sure to sign and date this Proxy
<S> <C> <C> <C>
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST JANUS SMALL-CAP GROWTH PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Janus Small-Cap 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
AT10
<PAGE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AMERICAN SKANDIA TRUST - AST JANUS SMALL-CAP GROWTH PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
4. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
</TABLE>
<TABLE>
<CAPTION>
Please be sure to sign and date this Proxy
<S> <C> <C> <C>
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
DETACH CARD
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST MONEY MARKET PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Money Market 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT03
<PAGE>
AMERICAN SKANDIA TRUST - AST MONEY MARKET PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENTS IN OTHER INVESTMENT
COMPANIES.
4. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENT IN SECURITIES OF ISSUERS
IN WHICH MANAGEMENT OF THE TRUST AND OF THE TRUST'S
INVESTMENT MANAGER OWNS SECURITIES.
5. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
6. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
7. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
</TABLE>
<TABLE>
<CAPTION>
Please be sure to sign and date this Proxy
<S> <C> <C> <C>
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST FEDERATED HIGH YIELD PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Federated High Yield 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
</TABLE>
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
KEEP THIS PORTION FOR YOUR RECORDS
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT09
<PAGE>
AMERICAN SKANDIA TRUST - AST FEDERATED HIGH YIELD PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENTS IN OTHER INVESTMENT
COMPANIES.
4. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENT IN SECURITIES OF ISSUERS
IN WHICH MANAGEMENT OF THE TRUST AND OF THE TRUST'S
INVESTMENT MANAGER OWNS SECURITIES.
5. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
6. PROPOSAL TO APPROVE A CHANGE IN THE PORTFOLIO'S [] [] []
FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
LOANS.
7. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
</TABLE>
<TABLE>
<CAPTION>
Please be sure to sign and date this Proxy
<S> <C> <C> <C>
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST T. Rowe Price Asset Allocation 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT07
<PAGE>
AMERICAN SKANDIA TRUST - AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM
"FUNDAMENTAL" TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES.
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST T. ROWE PRICE INTERNATIONAL EQUITY PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST T. Rowe International Equity 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
HN02
<PAGE>
AMERICAN SKANDIA TRUST - AST T. ROWE PRICE INTERNATIONAL EQUITY PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENTS IN OTHER INVESTMENT
COMPANIES.
4. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
5. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
6. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST T. Rowe Price Natural Resources 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT15
<PAGE>
AMERICAN SKANDIA TRUST - AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT
OBTAINING THE APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
4. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST T. ROWE PRICE INTERNATIONAL BOND PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST T. Rowe Price International Bond 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
HN03
<PAGE>
AMERICAN SKANDIA TRUST - AST T. ROWE PRICE INTERNATIONAL BOND PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST T. ROWE PRICE SMALL COMPANY VALUE PORTFOLIO
to be held on Agust 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST T. Rowe Price Small Company Value 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT19
<PAGE>
AMERICAN SKANDIA TRUST - AST T. ROWE PRICE SMALL COMPANY VALUE PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE THT ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST FOUNDERS PASSPORT PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Founders Passport 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
HN05
<PAGE>
AMERICAN SKANDIA TRUST - AST FOUNDSER PASSORT PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST INVESCO EQUITY INCOME PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST INVESCO Equity Income 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT11
<PAGE>
AMERICAN SKANDIA TRUST - AST INVESCO EQUITY INCOME PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENTS IN OTHER INVESTMENT
COMPANIES.
4. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENT IN SECURITIES OF ISSUERS IN
WHICH MANAGEMENT OF THE TRUST AND OF THE TRUST'S
INVESTMENT MANAGER OWNS SECURITIES.
5. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
6. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
7. PROPOSAL TO APPROVE A CHANGE IN THE PORTFOLIO'S [] [] []
FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
LOANS.
8. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES.
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST PIMCO TOTAL RETURN BOND PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST PIMCO Total Return Bond 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT08
<PAGE>
AMERICAN SKANDIA TRUST - AST PIMCO TOTAL RETURN BOND PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENTS IN OTHER INVESTMENT
COMPANIES.
4. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENT IN SECURITIES OF ISSUERS IN
WHICH MANAGEMENT OF THE TRUST AND OF THE TRUST'S
INVESTMENT MANAGER OWNS SECURITIES.
5. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
6. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST PIMCO Limited Maturity Bond 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT14
<PAGE>
AMERICAN SKANDIA TRUST - AST PIMCO LIMITED MATURITY BOND PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENTS IN OTHER INVESTMENT
COMPANIES.
4. PROPOSAL TO APPROVE THE ELIMINATION OF THE [] [] []
PORTFOLIO'S FUNDAMENTAL INVESTMENT RESTRICTION
CONCERNING INVESTMENT IN SECURITIES OF ISSUERS
IN WHICH MANAGEMENT OF THE TRUST AND OF THE TRUST'S
INVESTMENT MANAGER OWNS SECURITIES.
5. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
6. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
7. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST American Century International 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
HN07
<PAGE>
AMERICAN SKANDIA TRUST - AST AMERICAN CENTURY INTERNATIONAL GROWTH PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING
THE APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE CHANGES IN FUNDAMENTAL [] [] []
INVESTMENT RESTRICTIONS CONCERNING COMMODITIES
CONTRACTS.
6. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST American Century Strategic Balanced 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT18
<PAGE>
AMERICAN SKANDIA TRUST - AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE A CHANGE IN THE PORTFOLIO'S [] [] []
FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
LOANS.
6. PROPOSAL TO APPROVE CHANGES IN FUNDAMENTAL [] [] []
INVESTMENT RESTRICTIONS CONCERNING COMMODITIES
CONTRACTS.
7. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST American Century Income & 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT17
<PAGE>
AMERICAN SKANDIA TRUST - AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE A CHANGE IN THE PORTFOLIO'S [] [] []
FUNDAMENTAL INVESTMENT RESTRICTION CONCERNING
LOANS.
6. PROPOSAL TO APPROVE CHANGES IN FUNDAMENTAL [] [] []
INVESTMENT RESTRICTIONS CONCERNING COMMODITIES
CONTRACTS.
7. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST AIM INTERNATIONAL EQUITY PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST AIM International Equity 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
HN01
<PAGE>
AMERICAN SKANDIA TRUST - AST AIM INTERNATIONAL EQUITY PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT
OBTAINING THE APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST AIM BALANCED PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST AIM Balanced 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT05
<PAGE>
AMERICAN SKANDIA TRUST - AST AIM BALANCED PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING
THE APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
4. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST COHEN & STEERS REALTY PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Cohen & Steers Realty 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT21
<PAGE>
AMERICAN SKANDIA TRUST - AST COHEN & STEERS REALTY PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING THE
APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST BANKERS TRUST ENHANCED 500 PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Bankers Trust Enhanced 500 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT22
<PAGE>
AMERICAN SKANDIA TRUST - AST BANKERS TRUST ENHANCED 500 PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING
THE APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
4. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST MARSICO CAPITAL GROWTH PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Marsico Capital 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT23
<PAGE>
AMERICAN SKANDIA TRUST - AST MARSICO CAPITAL GROWTH PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING
THE APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE THE RECLASSIFICATION OF [] [] []
PORTFOLIO INVESTMENT OBJECTIVE FROM "FUNDAMENTAL"
TO "NON-FUNDAMENTAL".
4. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
5. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Neuberger Berman Mid-Cap Value 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT04
<PAGE>
AMERICAN SKANDIA TRUST - AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING
THE APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
4. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Neuberger Berman Mid-Cap 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT13
<PAGE>
AMERICAN SKANDIA TRUST - AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING
THE APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
4. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
DETACH CARD
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST OPPENHEIMER LARGE-CAP GROWTH PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Oppenheimer Large-Cap 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT16
<PAGE>
AMERICAN SKANDIA TRUST - AST OPPENHEIMER LARGE-CAP GROWTH PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING
THE APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
4. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
<PAGE>
AMERICAN SKANDIA TRUST
Proxy for Special Meeting of Shareholders of the
AST KEMPER SMALL-CAP GROWTH PORTFOLIO
to be held on August 2, 1999
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 the
"Trust") which the undersigned is entitled to vote at a Special Meeting of the
Shareholders of the Portfolio to be held at 2:00 p.m., Eastern Time, on August
2, 1999 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 below.
PLEASE SIGN BELOW 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 AST Kemper Small-Cap 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>
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST.
<S> <C>
ACCOUNT NUMBER:
UNITS:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS
</TABLE>
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
DETACH AND RETURN THIS PORTION ONLY
AT26
<PAGE>
AMERICAN SKANDIA TRUST - AST KEMPER SMALL-CAP GROWTH PORTFOLIO
THE BOARD OF TRUSTEES OF THE TRUST RECOMMENDS VOTING FOR THE FOLLOWING
PROPOSALS:
<TABLE>
<CAPTION>
THE UNITS REPRESENTED HEREBY WILL BE VOTED AS INDICATED OR FOR THE PROPOSALS IF
NO CHOICE IS INDICATED.
For Against Abstain
<S> <C> <C> <C> <C>
1. PROPOSAL TO APPROVE A DISTRIBUTION PLAN FOR THE [] [] []
TRUST PURSUANT TO RULE 12B-1 UNDER THE INVESTMENT
COMPANY ACT OF 1940.
2. PROPOSAL TO AUTHORIZE THE BOARD OF TRUSTEES TO [] [] []
SELECT AND CHANGE SUB-ADVISORS AND ENTER INTO
SUB-ADVISORY AGREEMENTS WITHOUT OBTAINING
THE APPROVAL OF SHAREHOLDERS.
3. PROPOSAL TO APPROVE AN AMENDMENT AND RESTATEMENT [] [] []
OF THE AGREEMENT AND DECLARATION OF TRUST.
4. PROPOSAL TO APPROVE THE ELECTION OF TWO TRUSTEES. [] [] []
Please be sure to sign and date this Proxy
__________________________________ Date: _________ ___________________________ Date: ________
Signature [PLEASE SIGN WITHIN BOX] Signature (Joint Owners)
- -----------------------------------------------------------------------------------------------------------------------------------
DETACH CARD
</TABLE>
If you would like to receive future shareholder communications
(e.g., proxy statements, prospectuses and shareholder reports)
in an electronic format (e.g. E-mail or download from
www.AmericanSkandia.com) when available, please provide your
E-mail address in the space provided below. We will notify you
as electronic documents become available. For additional
information on this option, please refer to the back cover of
the AST proxy statement.
[]
---------------------------------------------------------------
---------------------------------------------------------------
