As filed with the Securities and Exchange Commission on April 28, 2006
Securities Act File No. 33-24962
Investment Company Act File No. 811-5186
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
Registration Statement under the Securities Act of 1933
Post-Effective Amendment No. 58
Registration Statement under the Investment Company Act of 1940
Amendment No. 60
AMERICAN SKANDIA TRUST
(Exact Name of Registrant as Specified in Charter)
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
(Address of Principal Executive Offices) (Zip Code)
(203) 926-1888
(Registrants Telephone Number, Including Area Code)
Deborah A. Docs
Secretary
American Skandia Trust
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
(Name and Address of Agent for Service)
Copies to:
Christopher E. Palmer
Goodwin Procter LLP
901 New York Avenue, N.W.
Washington, D.C. 20001
It is proposed that this filing will become effective (check appropriate space):
o immediately upon filing pursuant to paragraph (b).
ý on May 1, 2006 pursuant to paragraph (b) of rule 485.
o 60 days after filing pursuant to paragraph (a)(1).
o on (date) pursuant to paragraph (a)(1).
o 75 days after filing pursuant to paragraph (a)(2).
o on (date) pursuant to paragraph (a)(2) of rule 485.
o this post-effective amendment designates a new effective date for a previously filed post-effective amendment.
Shares of Beneficial Interest of the Various Series of American Skandia Trust
(Title of Securities Being Registered)
PROSPECTUS |
May 1, 2006 |
AMERICAN SKANDIA TRUST
One Corporate Drive, Shelton, Connecticut 06484
American Skandia Trust (the Trust) is an investment company made up of 43 separate portfolios (Portfolios). This Prospectus discusses the following 41 Portfolios:
AST JPMorgan International Equity Portfolio
AST William Blair International Growth Portfolio
AST LSV International Value Portfolio
AST MFS Global Equity Portfolio
AST Small-Cap Growth Portfolio
AST DeAM Small-Cap Growth Portfolio
AST Federated Aggressive Growth Portfolio
AST Goldman Sachs Small-Cap Value Portfolio
AST Small-Cap Value Portfolio
AST DeAM Small-Cap Value Portfolio
AST Goldman Sachs Mid-Cap Growth Portfolio
AST Neuberger Berman Mid-Cap Growth Portfolio
AST Neuberger Berman Mid-Cap Value Portfolio
AST Mid-Cap Value Portfolio
AST T. Rowe Price Natural Resources Portfolio
AST T. Rowe Price Large-Cap Growth Portfolio
AST MFS Growth Portfolio
AST Marsico Capital Growth Portfolio
AST Goldman Sachs Concentrated Growth Portfolio
AST DeAM Large-Cap Value Portfolio
AST Large-Cap Value Portfolio
AST AllianceBernstein Core Value Portfolio
AST Cohen & Steers Realty Portfolio
AST AllianceBernstein Managed Index 500 Portfolio
AST American Century Income & Growth Portfolio
AST AllianceBernstein Growth & Income Portfolio
AST American Century Strategic Balanced Portfolio
AST Advanced Strategies Portfolio
AST T. Rowe Price Asset Allocation Portfolio
AST Global Allocation Portfolio
AST Aggressive Asset Allocation Portfolio
AST Capital Growth Asset Allocation Portfolio
AST Balanced Asset Allocation Portfolio
AST Conservative Asset Allocation Portfolio
AST Preservation Asset Allocation Portfolio
AST T. Rowe Price Global Bond Portfolio
AST High Yield Portfolio
AST Lord Abbett Bond-Debenture Portfolio
AST PIMCO Total Return Bond Portfolio
AST PIMCO Limited Maturity Bond Portfolio
AST Money Market Portfolio
The Prospectus, dated May 1, 2006, relating to the other two Portfolios of the Trust, and the Statement of Additional Information, dated May 1, 2006, relating to all 43 Portfolios of the Trust, each as amended and supplemented to date, are available without charge upon written request to American Skandia Trust, One Corporate Drive, Shelton, Connecticut 06484 or by telephoning (800) 752-6342.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Trust is an investment vehicle for life insurance companies (Participating Insurance Companies) writing variable annuity contracts and variable life insurance policies. Shares of the Trust may also be sold directly to certain tax-deferred retirement plans. Each variable annuity contract and variable life insurance policy involves fees and expenses not described in this Prospectus. Please read the Prospectus for the variable annuity contract or variable life insurance policy for information regarding the contract or policy, including its fees and expenses.
The Trust received an order from the Securities and Exchange Commission permitting American Skandia Investment Services, Inc. and Prudential Investments LLC (the Investment Managers), subject to approval by its Board of Trustees, to change sub-advisors of each Portfolio without shareholder approval. For more information, please see this Prospectus under Management of the Trust.
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Caption |
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3 |
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RISK/RETURN SUMMARY |
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26 |
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PAST PERFORMANCE |
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47 |
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FEES AND EXPENSES OF THE PORTFOLIOS: |
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51 |
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INVESTMENT OBJECTIVES AND POLICIES: |
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51 |
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AST JPMORGAN INTERNATIONAL EQUITY PORTFOLIO: |
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52 |
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AST WILLIAM BLAIR INTERNATIONAL GROWTH PORTFOLIO: |
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53 |
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AST LSV INTERNATIONAL VALUE PORTFOLIO: |
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55 |
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AST MFS GLOBAL EQUITY PORTFOLIO: |
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56 |
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AST SMALL-CAP GROWTH PORTFOLIO: |
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57 |
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AST DeAM SMALL-CAP GROWTH PORTFOLIO: |
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58 |
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AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO: |
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60 |
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AST GOLDMAN SACHS SMALL-CAP VALUE PORTFOLIO: |
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61 |
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AST SMALL-CAP VALUE PORTFOLIO: |
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63 |
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AST DeAM SMALL-CAP VALUE PORTFOLIO: |
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65 |
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AST GOLDMAN SACHS MID-CAP GROWTH PORTFOLIO: |
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66 |
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AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO |
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68 |
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AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO: |
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69 |
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AST MID-CAP VALUE PORTFOLIO: |
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70 |
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AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO: |
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71 |
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AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO: |
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72 |
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AST MFS GROWTH PORTFOLIO: |
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73 |
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AST MARSICO CAPITAL GROWTH PORTFOLIO: |
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74 |
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AST GOLDMAN SACHS CONCENTRATED GROWTH PORTFOLIO: |
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76 |
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AST DeAM LARGE-CAP VALUE PORTFOLIO: |
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77 |
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AST LARGE-CAP VALUE PORTFOLIO: |
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79 |
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AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO: |
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80 |
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AST COHEN & STEERS REALTY PORTFOLIO: |
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81 |
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AST ALLIANCEBERNSTEIN MANAGED INDEX 500 PORTFOLIO: |
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83 |
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AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO: |
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84 |
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AST ALLIANCEBERNSTEIN GROWTH & INCOME PORTFOLIO: |
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85 |
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AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO: |
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86 |
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AST Advanced Strategies Portfolio: |
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91 |
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AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO: |
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92 |
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AST GLOBAL ALLOCATION PORTFOLIO: |
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93 |
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AST Aggressive Asset Allocation Portfolio: |
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93 |
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AST Capital Growth Asset Allocation Portfolio: |
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93 |
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AST Balanced Asset Allocation Portfolio: |
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93 |
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AST Conservative Asset Allocation Portfolio: |
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93 |
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AST Preservation Asset Allocation Portfolio: |
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95 |
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AST T. ROWE PRICE GLOBAL BOND PORTFOLIO: |
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98 |
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AST HIGH YIELD PORTFOLIO: |
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99 |
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AST LORD ABBETT BOND-DEBENTURE PORTFOLIO: |
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101 |
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AST PIMCO TOTAL RETURN BOND PORTFOLIO: |
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105 |
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AST PIMCO LIMITED MATURITY BOND PORTFOLIO: |
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109 |
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AST MONEY MARKET PORTFOLIO: |
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110 |
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PORTFOLIO TURNOVER: |
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110 |
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NET ASSET VALUE: |
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111 |
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PURCHASE AND REDEMPTION OF SHARES: |
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112 |
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MANAGEMENT OF THE TRUST: |
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130 |
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TAX MATTERS: |
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131 |
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CERTAIN RISK FACTORS AND INVESTMENT METHODS: |
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140 |
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FINANCIAL HIGHLIGHTS |
2
American Skandia Trust (the Trust) is comprised of 43 investment portfolios (the Portfolios). This Prospectus discusses 41 of the Portfolios. The Portfolios are designed to provide a wide range of investment options. Each Portfolio has its own investment goal and style (and, as a result, its own level of risk). Some of the Portfolios offer potential for high returns with correspondingly higher risk, while others offer stable returns with relatively less risk. It is possible to lose money when investing even in the most conservative of the Portfolios. Investments in the Portfolios are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
It is not possible to provide an exact measure of the risk to which a Portfolio is subject, and a Portfolios risk will vary based on the securities that it holds at a given time. Nonetheless, based on each Portfolios investment style and the risks typically associated with that style, it is possible to assess in a general manner the risks to which a Portfolio will be subject. The following discussion highlights the investment strategies and risks of each Portfolio. Additional information about each Portfolios potential investments and its risks is included in this Prospectus under Investment Objectives and Policies.
International and Global Portfolios:
Portfolio: |
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Investment Goal: |
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Primary Investments: |
JPMorgan International Equity |
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Capital growth |
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The Portfolio invests primarily in equity securities of foreign companies. |
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William Blair International Growth |
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Long-term capital growth |
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The Portfolio invests primarily in equity securities of foreign companies. |
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LSV International Value |
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Capital growth |
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The Portfolio invests primarily in equity securities of foreign companies represented in the MSCI EAFE® Index. |
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MFS Global Equity |
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Capital growth |
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The Portfolio invests primarily in equity securities of U.S. and foreign issuers. |
Principal Investment Strategies:
The AST JPMorgan International Equity Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in equity securities. The Portfolio seeks to meet its investment objective by investing its total assets in a diversified portfolio of equity securities of companies located or operating in developed non-U.S. countries and emerging markets of the world. The equity securities will ordinarily be traded on a recognized foreign securities exchange or traded in a foreign over-the-counter market in the country where the issuer is principally based, but may also be traded in other countries including the United States. The Sub-advisor intends to focus on companies with an above-average potential for long-term growth and attractive relative valuations. The Sub-advisor selects companies based on five key factors: growth, valuation, management, risk, and sentiment. In addition, the Sub-advisor looks for companies with the following characteristics: (1) a distinguishable franchise on a local, regional or global basis; (2) a history of effective management demonstrated by expanding revenues and earnings growth; (3) prudent financial and accounting policies; and (4) an ability to capitalize on a changing business environment.
The Portfolio will normally allocate assets among a variety of countries, regions and industry sectors, investing in at least five countries outside of the United States. In selecting countries, the Sub-advisor considers such factors as economic growth prospects, monetary and fiscal policies, political stability, currency trends and market liquidity. The Portfolio may invest up to 40% of its total assets in any one country and up to 15% of its total assets in securities of issuers located and operating primarily in emerging market countries.
The AST William Blair International Growth Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in securities of issuers that are economically tied to countries other than the United States. Equity securities include common stocks, preferred stocks, warrants and securities convertible into or exchangeable for common or preferred stocks. The Portfolio has the flexibility to invest on a worldwide basis in companies and organizations of any size, regardless of country of organization or place of principal business activity. The Portfolio normally invests primarily in securities of issuers from at least five different countries, excluding the United States. Although the Portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times invest all of its assets in fewer than five countries or even a single country.
3
The Portfolio invests primarily in companies selected for their growth potential. The Sub-advisor generally takes a bottom up approach to choosing investments for the Portfolio. In other words, the Sub-advisor seeks to identify individual companies with earnings growth potential that may not be recognized by the market at large, regardless of where the companies are organized or where they primarily conduct business. Although themes may emerge in the Portfolio, securities are generally selected without regard to any defined allocation among countries, geographic regions or industry sectors, or other similar selection procedure.
The AST LSV International Value Portfolio (formerly, the AST DeAM International Equity Portfolio) will invest, under normal circumstances, at least 80% of the value of its assets in equity securities. The Portfolio pursues its investment objective by primarily investing in the equity securities of foreign companies that are represented in the MSCI EAFE Index. The MSCI EAFE Index tracks stocks in Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.
The Sub-advisor uses proprietary quantitative investment models to manage the Portfolio in a bottom-up security selection approach combined with overall portfolio risk management. The primary components of the investment models are: 1) indicators of fundamental undervaluation, such as high dividend yield, low price-to-cash flow ratio or low price-to-earnings ratio, 2) indicators of past negative market sentiment, such as poor past stock price performance, 3) indicators of recent momentum, such as high recent stock price performance, and 4) control of incremental risk relative to the benchmark index. All such indicators are measured relative to the overall universe of non-U.S., developed market equities. This investment strategy can be described as a contrarian value approach. The objective of the strategy is to outperform the unhedged U.S. Dollar total return (net of foreign dividend withholding taxes) of the MSCI EAFE Index.
The AST MFS Global Equity Portfolio invests, under normal circumstances, at least 80% of the value of its net assets in equity securities. The Portfolio will invest in the securities of issuers located in the U.S. and foreign countries (including issuers in developing countries).
The Portfolio focuses on companies that the Sub-advisor believes have favorable growth prospects and attractive valuations based on current and expected earnings or cash flow. The Portfolio generally seeks to purchase securities of companies with relatively large market capitalizations relative to the market in which they are traded. The Portfolios investments may include securities traded in over-the-counter markets, rather than on securities exchanges. The Sub-advisor uses a bottom up, as opposed to top down, investment style in managing the Portfolio. This means that securities are selected based upon fundamental analysis of individual companies by the Sub-advisor.
Principal Risks:
· The international and global portfolios are equity funds, and the primary risk of each is that the value of the stocks they hold will decline. Stocks can decline for many reasons, including reasons related to the particular company, the industry of which it is a part, or the securities markets generally. Accordingly, loss of money is a risk of investing in each of these funds.
· The level of risk of the international portfolios will generally be higher than the level of risk associated with domestic equity funds. Foreign investments involve risks such as fluctuations in currency exchange rates, less liquid and more volatile securities markets, unstable political and economic structures, reduced availability of information, and lack of uniform financial reporting and regulatory practices such as those that apply to U.S. issuers. The level of risk of the AST MFS Global Equity Portfolio , as a global fund that invests in both U.S. and foreign securities, may be lower than that of many international funds but higher than that of many domestic equity funds. While none of the international and global portfolios invest primarily in companies located in developing countries, each may invest in those companies to some degree, and the risks of foreign investment may be accentuated by investment in developing countries.
4
Portfolio: |
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Investment Goal: |
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Primary Investments: |
Small-Cap Growth |
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Capital growth |
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The Portfolio invests primarily in common stocks of small capitalization companies. |
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DeAM Small-Cap Growth |
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Maximum capital growth |
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The Portfolio invests primarily in equity securities of small capitalization companies included in the Russell 2000® Growth Index. |
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Federated Aggressive Growth |
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Capital growth |
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The Portfolio invests primarily in the stocks of small companies that are traded on national securities exchanges, NASDAQ stock exchange and the over-the-counter market. |
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Goldman Sachs Small-Cap Value |
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Long-term capital growth |
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The Portfolio invests primarily in equity securities of small capitalization companies that are believed to be undervalued. |
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Small-Cap Value |
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Long-term capital growth |
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The Portfolio invests primarily in stocks and equity-related securities of small capitalization companies that appear to be undervalued. |
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DeAM Small-Cap Value |
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Maximum capital growth |
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The Portfolio invests primarily in equity securities of small capitalization companies included in the Russell 2000® Value Index. |
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Goldman Sachs Mid-Cap Growth |
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Long-term capital growth |
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The Portfolio invests primarily in equity securities of medium-sized companies. |
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Neuberger Berman Mid-Cap Growth |
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Capital growth |
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The Portfolio invests primarily in common stocks of medium capitalization companies. |
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Neuberger Berman Mid-Cap Value |
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Capital growth |
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The Portfolio invests primarily in common stocks of medium capitalization companies. |
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Mid-Cap Value |
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Capital growth |
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The Portfolio invests primarily in mid-capitalization stocks that appear to be undervalued. |
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T. Rowe Price Natural Resources |
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Long-term capital growth |
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The Portfolio invests primarily in common stocks of companies that own or develop natural resources and other basic commodities. |
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T. Rowe Price Large-Cap Growth |
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Long-term capital growth |
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The Portfolio invests predominantly in the equity securities of a limited number of large, high-quality U.S. companies. |
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MFS Growth |
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Long-term capital growth and future income |
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The Portfolio invests primarily in common stocks and related securities. |
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Marsico Capital Growth
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Capital growth |
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The Portfolio invests primarily in common stocks, with the majority of the Portfolios assets in large capitalization stocks. |
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Goldman Sachs Concentrated Growth |
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Capital growth |
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The Portfolio invests primarily in equity securities. |
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DeAM Large-Cap Value Fund |
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Maximum capital growth |
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The Portfolio invests primarily in equity securities of large capitalization companies included in the Russell 1000® Value Index. |
5
Large-Cap Value |
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Current income and long-term growth of income, as well as capital appreciation |
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The Portfolio invests at least 80% of its net assets plus borrowings for investment purposes in common stocks of large cap U.S. companies. |
AllianceBernstein Core Value |
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Long-term capital growth |
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The Portfolio invests primarily in common stocks of large capitalization companies that appear to be undervalued. |
Principal Investment Strategies:
The AST Small-Cap Growth Portfolio (formerly, the AST State Street Research Small-Cap Growth Portfolio) will invest, under normal circumstances, at least 80% of the value of its assets in small-capitalization companies. For purposes of the Portfolio, small-capitalization companies are those that have market capitalizations no larger than the largest capitalized company included in the Russell 2000® Growth Index at the time of the Portfolios investment. The size of the companies in the Russell 2000® Growth Index and those on which the Sub-advisors intend to focus the Portfolios investments will change with market conditions. As of February 28, 2006, the average market capitalization of the companies in the Russell 2000® Growth Index was $1.28 billion and the median market capitalization was $646 million. The Sub-advisors use their own fundamental research, computer models and proprietary measures of growth in determining which stocks to select for the Portfolio. The Sub-advisors investment strategies seek to identify stocks of companies which have strong business momentum, earnings growth, and superior management teams, as well as stocks of those companies whose earnings growth potential may not be currently recognized by the market and whose stock may be considered to be underpriced using various financial measurements employed by the Sub-advisors, such as price-to-earnings ratios.
The AST DeAM Small-Cap Growth Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in small capitalization companies. The Portfolio pursues its investment objective by primarily investing in the equity securities of small-sized companies included in the Russell 2000® Growth Index. Equity securities include common stocks and securities convertible into or exchangeable for common stocks, including warrants and rights. The Sub-advisor employs an investment strategy that seeks to maintain a portfolio of equity securities which approximates the market risk of those stocks included in the Russell 2000® Growth Index, but which outperforms the Russell 2000® Growth Index through active stock selection. The Russell 2000® Growth Index is a market capitalization index that measures the performance of small-sized companies with above average growth prospects. As of February 28, 2006, the average market capitalization of the companies in the Russell 2000® Growth Index was $1.28 billion and the median market capitalization was $646 million. The size of the companies in the Russell 2000® Growth Index will change with market conditions. The targeted tracking error of this Portfolio is 4% with a standard deviation of +/- 4%. It is possible that the deviation may be higher. For purposes of this Portfolio, the strategy of attempting to correlate a stock portfolios market risk with that of a particular index, in this case the Russell 2000® Growth Index, while improving upon the return of the same index through active stock selection, is called a managed alpha strategy.
The Sub-advisor considers a number of factors in determining whether to invest in a growth stock, including earnings growth rate, analysts estimates of future earnings and industry-relative price multiples. Other factors are net income growth versus cash flow growth as well as earnings and price momentum. In the selection of investments, long-term capital appreciation will take precedence over short range market fluctuations. However, the Portfolio may occasionally make investments for short-term capital appreciation. The Sub-advisor generally takes a bottom up approach to building the Portfolio, searching for individual companies that demonstrate the best potential for significant return.
The AST Federated Aggressive Growth Portfolio pursues its investment objective by investing primarily in the stocks of small companies that are traded on national security exchanges, NASDAQ stock exchange and the over-the-counter market. Small companies will be defined as companies with market capitalizations similar to companies in the Russell 2000® Index (which had a market capitalization range of $27 million to $4.762 billion as of February 28, 2006) or the Standard & Poors Small Cap 600 Index (which had a market capitalization range of $60 million to $3 billion as of February 28, 2006. Such definition will be applied at the time of investment, and the Portfolio will not be required to sell a stock because the company has grown outside the market capitalization range of small capitalization stocks. Up to 25% of the Portfolios net assets may be invested in foreign securities, which are typically denominated in foreign currencies. Solely for purposes of complying with this policy an issuers security will be considered to be a foreign security if the security is denominated in a foreign currency or purchased on a securities exchange outside the United States. Certain securities not
6
included in this definition of foreign securities may still be subject to risks of foreign investing that are described in this prospectus. For example, an issuer that is organized in an offshore jurisdiction but who has its principal place of business or whose securities are traded principally on a securities exchange in the United States will not be considered a foreign security for purposes of this policy but may still be subject to risks associated with foreign securities.
The Sub-advisors process for selecting investments is bottom-up and growth-oriented. There is an emphasis on individual stock selection rather than trying to time the highs and lows of the market or concentrating in certain industries or sectors. The Sub-advisor assesses individual companies from the perspective of a long-term investor. The Sub-advisor seeks to purchase stocks of companies that it believes: are profitable and leaders in the industry; have distinct products and services which address substantial markets; can rapidly grow annual earnings over the next three to five years; or have superior proven management and solid balance sheets.
The AST Goldman Sachs Small-Cap Value Portfolio will seek its objective, under normal circumstances, through investments primarily in equity securities of small capitalization companies that are believed to be undervalued in the marketplace. Typically, in choosing stocks, the Sub-advisor looks for companies using the Sub-advisors value investment philosophy. The Sub-advisor seeks to identify well-positioned businesses that have attractive returns on capital, sustainable earnings and cash flow, and strong company management focused on long-term returns to shareholders as well as attractive valuation opportunities where the intrinsic value is not reflected in the stock price.
Price and Prospects. All successful investing should thoughtfully weigh two important attributes of a stock: price and prospects. Since most value managers tend to focus almost exclusively on price, they often underestimate the importance of prospects. The Sub-advisor believes a companys prospective ability to generate high cash flow and returns on capital will strongly influence investment success.
Uncertainty creates opportunity. Some stock price declines truly reflect a permanently disadvantaged business model. These stocks are the value traps that mire price-oriented investors. Other stock price declines merely reflect near-term market volatility. Through our proprietary research and strong valuation discipline, the Sub-advisor seeks to purchase well-positioned, cash-generating businesses run by shareholder-oriented managements at a price low enough to provide a healthy margin of safety.
Avoiding value traps. The Sub-advisor believes the key to successful investing in the small cap value space is to avoid the losers or value traps. Academic studies have shown that small cap value has historically outperformed other asset classes, but with higher volatility and less liquidity. By focusing on stock selection within sectors and avoiding the losers, we believe we can participate in the long-term performance of small cap value with much less risk than other managers.
The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in small capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets. The Portfolio generally defines small capitalization stocks as stocks of companies with a capitalization of $4 billion or less. The Portfolio may invest up to 25% of its assets in foreign securities.
The AST Small-Cap Value Portfolio (formerly, the AST Gabelli Small-Cap Value Portfolio) will invest, under normal circumstances, at least 80% of the value of its assets in small capitalization companies. For purposes of the Portfolio, small capitalization companies are generally those that have market capitalizations, at the time of purchase, not exceeding the greater of: (i) $3 billion or (ii) the largest capitalized company included in the Russell 2000 Index during the previous 12 months based on month-end data.
The assets of the Portfolio are independently managed by four Sub-advisors under a multi-manager structure. Pursuant to the multi-manager structure, the Investment Managers of the Portfolio determine and allocate a portion of the Portfolios assets to each of the Sub-advisors. The allocations will be reviewed by the Investment Managers periodically, and the allocations may be altered or adjusted by the Investment Managers without prior notice. Such adjustments will be reflected in the annual update to this prospectus.
Although each Sub-advisor will follow the Portfolios policy of investing, under normal circumstances, at least 80% of the Portfolios assets in small capitalization companies, each Sub-advisor expects to utilize different investment strategies to achieve the Portfolios objective of long-term capital growth. The current asset allocations and principal investment strategies for each of the Sub-advisors is summarized below:
7
J.P. Morgan Investment Management, Inc. (J.P. Morgan) , as of February 28, 2006, was responsible for managing approximately 58% of the Portfolios assets. This Sub-advisor follows a three-step process. First, a rigorous quantitative model is used to evaluate the prospects of each company in the investable universe and rank each companys relative attractiveness within its economic sector based on a number of factors including valuation and improving fundamentals. Next, the results of the quantitative model are reviewed and modified based on the fundamental stock and industry insights of the sector specific research and portfolio management teams. Finally, a disciplined, systematic portfolio construction process is employed to overweight the stocks that are the most attractive and underweight those stocks that are the least attractive, based on the rankings from the first two steps, while trying to minimize uncompensated risks relative to the benchmark.
Lee Munder Investments, Ltd. (Lee Munder) , as of February 28, 2006, was responsible for managing approximately 15% of the Portfolios assets. This Sub-advisor seeks the stocks of companies whose current stock prices do not appear to adequately reflect their underlying value as measured by assets, earnings, cash flow or business franchises. The Sub-advisors research team seeks to identify companies that appear to be undervalued by various measures, and may be temporarily out of favor, but have good prospects for capital appreciation. In selecting investments, the Sub-advisor generally looks to the following: (1) Low price/earnings, price/book value or total capitalization/cash flow ratios relative to the companys peers; (2) Low stock price relative to a companys underlying asset values; (3) A sound balance sheet and other positive financial characteristics. The Sub-advisor then determines whether there is an emerging catalyst that will focus investor attention on the underlying assets of the company, such as takeover efforts, a change in management, or a plan to improve the business through restructuring or other means.
Salomon Brothers Asset Management Inc. (SaBAM) , as of February 28, 2006, was responsible for managing approximately 9% of the Portfolios assets. SaBAM emphasizes individual security selection while spreading the Funds investments among industries and sectors. SaBAM uses both quantitative and fundamental methods to identify stocks of smaller capitalization companies it believes have a high probability of outperforming other stocks in the same industry or sector. SaBAM uses quantitative parameters to select a universe of smaller capitalized companies that fit the Funds general investment criteria. In selecting individual securities from within this range, the Sub-advisor looks for value attributes, such as low stock price relative to earnings, book value and cash flow and high return on invested capital. SaBAM also uses quantitative methods to identify catalysts and trends that might influence the Funds industry or sector focus, or the Sub-advisors individual security selection.
Dreman Value Management LLC (Dreman), as of February 28, 2006, was responsible for managing approximately 18% of the Portfolios assets. Dremans investment objective is to provide a total return greater than that of the benchmark over time, to protect client capital during market downturns and to stay consistent in our low price-to-earnings ratio, contrarian value approach to investment management, while taking into consideration dividend yield. Dreman will seek to attain superior returns by using a contrarian value investment approach
Dreman believes that it can attain superior performance by adhering to an investment strategy that is disciplined and has a demonstrated record of success. Dremans investment strategy emphasizes stocks that offer unique investment values. The criterion used to identify such stocks include below average price-to-earnings, price-to-book, and/or price-to-cash flow ratios and above average dividend yields. Over the last 25 years, extensive studies, which date as far back as the 1930s, conducted by David Dreman and affiliates of Dreman, have led the Dreman to conclude that consistently applying disciplined value strategies yields superior long-term total returns.
The contrarian value strategy employed by Dreman has been developed and refined over a 25-year period of active investment management. The investment process starts with a quantitative screening process that identifies both undervalued and overvalued stocks. It is not difficult to construct such lists of over and under valued stocks from figures readily available in major newspapers, magazines and on-line databases. However, mere cheapness or expensiveness seldom achieves results that are consistently superior and obtained without needless risks. The quantitative screening outlined below reflects the process for identifying a universe of stocks to purchase.
The Dremans primary screening criteria will be to screen for low price-to-earnings ratio stocks because of its belief in their superior performance characteristics. After low price-to-earnings ratio, Dreman will then consider the price-to-book value and price-to-cash flow relationship. Dreman intends to concentrate its investments in companies whose market prices are low in relation to price-to-earnings ratio, book value and cash flow in order to buy solid assets and value, rather than paying a high price for a concept or fad. Another characteristic that Dreman will seek to identify in the securities it invests
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in is relatively low or sharply declining institutional ownership. Dreman believes that this factor indicates that such stocks are falling out of favor with Wall Streets point of view and are becoming cheap.
Dreman believes its approach is conservative in nature and, accordingly, it will stress companies that possess strong financial positions. It intends to closely analyze debt-to-capital ratios to see if there is a manageable amount of debt on a companys balance sheet, with a goal of identifying companies with no more than 50% to 60% of its total capital composed of debt. Dreman intends to spend considerable time looking at cash and current ratios, with a goal of determining whether potential investments have strong staying power, and can self-finance themselves should the need arise. Dreman intends to invest in strong companies and not speculate on weak stocks or potential bankruptcies, unless there are special circumstances.
The last major characteristic Dreman will seek is an above-average dividend yield. Dreman believes that high yield is a crucial indicator of investment success. An affiliate of Dreman has performed studies which demonstrates that stocks with the lowest 20 percent of price-to-earnings ratios usually yield more than twice as much as companies with the highest 20 percent. Furthermore, Dreman believes that the dividend growth rate of low price-to-earning ratio stocks tends to be much greater than average. In Dremans model portfolio, the importance of dividends becomes a critical factor in total return in down-market periods. It is Dremans experience that an above-average dividend yield gives a portfolio a strong defensive characteristic. Furthermore, Dreman has concluded that dividends not only provide most of any return in such periods, but the above-average dividend yield also provides strong protection in down markets. Dreman targets a portfolio yield of at least one-half of 1% above the S&P 500, that will increase steadily over time. An above-average dividend yield also can provide investors with a very strong hedge against future inflation. Some equity managers tend to downplay the importance of dividends and buy portfolios yielding less than the market. However, it is Dremans contention that approximately half of longer-term stock returns historically have been provided by dividends. In a volatile market environment, such as the current one, dividend yield can lower the portfolios volatility.
After having refined the portfolio candidate universe to a manageable group of promising stocks, Dreman will then apply rigorous, bottom-up fundamental analysis. All of its research will be done in-house, and final decisions will be made by David Dreman, Dremans Chief Investment Officer.
Dreman believes that there is a large universe of low price-to-earning ratio, price-to-cash flow ratio and price-to-book value ratio companies trading in the marketplace. Many low price-to-earning ratio companies deserve to be selling where they are, as they have serious competitive problems, are in declining industries, or are simply mismanaged. Dreman will try to avoid problematical low price-to-earning ratio stocks and concentrate on those stocks that have shown above-average earnings growth on both a five and ten-year basis. Dremans experience is that it has been more successful by owning profitable companies, rather than trying to discover turnarounds. The problem with turnarounds is that the investor has to be right on two calls: first, one must be able to pick the survivors; second, one must be right on the timing of purchases or else the investment may be unrewarding for a very long period. Dreman believes that it is essential to apply careful and sophisticated analytical techniques to each stock in the low price-to-earning ratio universe to identify those with fundamental strength, and though the screening process helps in the analysis there is no substitute for careful fundamental analysis. Dreman intends to cull stocks from its portfolio when companies have financial problems, structural deficiencies, management issues, lack of financial transparency, etc.
The AST DeAM Small-Cap Value Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in small capitalization companies. The Portfolio pursues its objective by primarily investing in the equity securities of small-sized companies included in the Russell 2000® Value Index. Equity securities include common stocks and securities convertible into or exchangeable for common stocks, including warrants and rights. The Sub-advisor employs an investment strategy that seeks to maintain a portfolio of equity securities which approximates the market risk of those stocks included in the Russell 2000® Value Index, but which outperforms the Russell 2000® Value Index through active stock selection. The Russell 2000® Value Index is a market capitalization index that measures the performance of small-sized companies trading at discounts to their value. As of February 28, 2006, the average market capitalization of the companies in the Russell 2000® Value Index was $1.19 billion and the median market capitalization was $637 million. The targeted tracking error of this Portfolio is 4% with a standard deviation of +/- 4%. It is possible that the deviation may be higher. For purposes of this Portfolio, the strategy of attempting to correlate a stock portfolios market risk with that of a particular index, in this case the Russell 2000® Value Index, while improving upon the return of the same index through active stock selection, is called a managed alpha strategy.
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The Sub-advisor considers a number of factors in determining whether to invest in a value stock, including earnings growth rate, analysts estimates of future earnings and industry-relative price multiples. Other factors are net income growth versus cash flow growth as well as earnings and price momentum. In the selection of investments, long-term capital appreciation will take precedence over short range market fluctuations. However, the Portfolio may occasionally make investments for short-term capital appreciation. The Sub-advisor generally takes a bottom up approach to building the Portfolio, searching for individual companies that demonstrate the best potential for significant return.
The AST Goldman Sachs Mid-Cap Growth Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in medium capitalization companies. The Fund pursues its objective by investing primarily in equity securities selected for their growth potential. Equity securities include common stocks, preferred stocks, warrants and securities convertible into or exchangeable for common or preferred stocks. For purposes of the Portfolio, medium-sized companies are those whose market capitalizations (measured at the time of investment) fall within the range of companies in the Russell Midcap® Growth Index. As of February 28, 2006, the average weighted market capitalization of the companies in the Russell Midcap® Growth Index was $8.01 billion and the median market capitalization was $4.18 billion. The Sub-advisor generally takes a bottom up approach to choosing investments for the Portfolio. In other words, we take a long-term approach and analyze each company as if we were going to own and operate that company indefinitely. We look for healthy, growing businesses with dominant market share, established brand name, pricing power, recurring revenue stream, free cash flow, high returns on invested capital, predictable growth, sustainable growth, long product life cycle, enduring competitive advantage, favorable demographic trends and excellent management.
The AST Neuberger Berman Mid-Cap Growth Portfolio will invest, under normal circumstances, at least 80% of its net assets in common stocks of mid-capitalization companies. For purposes of the Portfolio, a mid-capitalization company is defined as a company whose market capitalization is within the range of market capitalizations of companies in the Russell Midcap® Index. As of February 28, 2006, the average market capitalization of the companies in the Russell Midcap® Index was $8.10 billion and the median market capitalization was $4.07 billion. The Portfolio seeks to reduce risk by diversifying among many companies, industries and sectors.
The Sub-advisor employs a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, the Sub-advisor looks for fast-growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, the Sub-advisor analyzes such factors as: financial condition (such as debt to equity ratio); market share and competitive leadership of the companys products; earnings growth relative to competitors; and market valuation in comparison to a stocks own historical norms and the stocks of other mid-cap companies.
The Sub-advisor follows a disciplined selling strategy and may sell a stock when it fails to perform as expected or when other opportunities appear more attractive.
The AST Neuberger Berman Mid-Cap Value Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in medium capitalization companies. Companies with equity market capitalizations that fall within the range of the Russell Midcap® Index at the time of investment are considered mid-cap companies for purposes of the Portfolio. As of February 28, 2006, the average market capitalization of the companies in the Russell Midcap® Index was $8.10 billion and the median market capitalization was $4.07 billion. Some of the Portfolios assets may be invested in the securities of large-cap companies as well as in small-cap companies. The Portfolio seeks to reduce risk by diversifying among many companies and industries.
Under the Portfolios value-oriented investment approach, the Sub-advisor looks for well-managed companies whose stock prices are undervalued and that may rise in price when other investors realize their worth. Factors that the Sub-advisor may use to identify these companies include strong fundamentals, such as a low price-to-earnings ratio, consistent cash flow, and a sound track record through all phases of the market cycle. The Sub-advisor may also look for other characteristics in a company, such as a strong position relative to competitors, a high level of stock ownership among management, or a recent sharp decline in stock price that appears to be the result of a short-term market overreaction to negative news.
The Sub-advisor generally considers selling a stock when it reaches a target price, when it fails to perform as expected, or when other opportunities appear more attractive.
The AST Mid-Cap Value Portfolio (formerly, the AST Gabelli All-Cap Value Portfolio) will generally invest at least 80% of its net assets in the equity securities of mid-cap companies. This strategy is not a fundamental investment policy and
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may be modified in response to market events or new regulatory requirements. In the event that the Portfolio intends to change its policy to invest 80% in mid-cap companies, it will provide at least 60 days notice to shareholders. For purposes of the Portfolio, mid-capitalization companies are generally those that have market capitalizations, at the time of purchase, within the range of companies included in the Russell Midcap® Value Index during the previous 12-months based on month-end data. The market capitalization range of the Russell Midcap® Value Index changes constantly, but as of February 28 , 2006, the range was from $3.95 billion to $8.19 billion.
In making stock selections, the Portfolio strives to earn a 10% real rate of return but there is no guarantee that this target return will be achieved. Although each Sub-advisor will follow the Portfolios policy of investing, under normal circumstances, primarily in readily marketable equity securities, each Sub-advisor expects to utilize different investment strategies to achieve the Portfolios objective of capital growth. The current asset allocations and principal investment strategies for the Sub-advisors is summarized below:
WEDGE Capital Management, LLP (WEDGE) is responsible for managing approximately 50% of the Portfolios assets. This Sub-advisor normally employs a traditional value style, bottom-up investment discipline that is intended to help identify stocks that are undervalued relative to their long term normalized earnings capability. WEDGE first employs two proprietary, fundamentally based screening models, using publicly available data on all eligible companies. The Fundamental Value Model identifies those stocks with the greatest potential for profit, based on projected earnings quality, dividend yields, and forward price/earnings ratios. In an effort to avoid financially unsound companies, WEDGE then employs the Financial Quality Model, which focuses on liquidity, profitability, and leverage factors. Stocks are ranked by both models for relative attractiveness, with approximately 37% of the initial universe becoming eligible for subsequent research.
Finally, WEDGE focuses on those companies that meet its value and financial parameters. WEDGEs research analysts employ comprehensive qualitative analysis to identify stocks with unrecognized value. Areas of emphasis include independent earnings forecasts and financial statement analysis, an evaluation of free cash flow generation and return on invested capital, absolute and relative valuations, industry analysis and competitive positioning along with an in-depth assessment of company management. All potential additions to the Portfolio are reviewed and approved by the firms Investment Policy Committee. The decision to sell a stock is as highly disciplined as the decision to buy. Stocks are sold when fair valuation is reached, the original investment thesis has deteriorated, an upgrade opportunity develops or, with limited flexibility when warranted, the stocks Fundamental Value Model ranking falls to a predetermined level.
EARNEST Partners, LLC (EARNEST) is responsible for managing approximately 50% of the Portfolios assets. This Sub-advisor normally employs a fundamental, bottom-up investment process. The first step in EARNESTs investment process is to screen the relevant universe to identify stocks that are likely to outperform based on their financial characteristics and the current environment. Using an approach called Return Pattern Recognition, the Sub-advisor seeks to identify the financial and market characteristics that have been in place when an individual company has produced outstanding performance. These characteristics include valuation measures, market trends, operating trends, growth measures, profitability measures, and macroeconomics. The Sub-advisor screens thousands of companies and select for an in-depth fundamental review those exhibiting the set of characteristics that it believes indicate outperformance. The screening process allows the Sub-advisor to review thousands of companies and focus on those considered the best prospects.
Next, the approximately 150 companies identified in the screening process with superior financial and market characteristics are put through a second more rigorous review. In this step, EARNEST develops and tests an investment thesis for each company. The test generally includes conversations with the companys management team and industry specialists, review of the companys financial reports, analysis of industry and company-specific studies, and independent field research. The Sub-advisor seeks companies in attractive industries with developed strategies, talented and honest management teams, sufficient funding, and strong financial results. The Sub-advisor eliminates from consideration any company that does not pass an exhaustive fundamental analysis.
The final step in EARNESTs investment process is to construct a portfolio that includes those stocks expected to have the best performance and that effectively manages the risk of meaningfully underperforming the assigned benchmark. The Sub-advisor uses a statistical approach called downside deviation to measure and then constrain the likelihood of significantly underperforming the benchmark. Using this information, the Sub-advisor selects investments that blend together to manage downside risk. The result is a client portfolio of approximately 60 stocks with high-expected excess returns and limited risk of meaningful underperformance. This Sub-advisor expects to focus on purchasing companies that
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have a market capitalization at the time of purchase between $1 and $20 billion, and expects to typically sell holdings whose market capitalizations have grown to more than twice the upper limit for purchase (i.e., whose market capitalization have grown to $40 billion).
The AST T. Rowe Price Natural Resources Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in natural resource companies. The Portfolio also may invest in non-resource companies with the potential for growth. When selecting stocks, the Sub-advisor looks for companies that have the ability to expand production, maintain superior exploration programs and production facilities, and the potential to accumulate new resources. Natural resource companies in which the Portfolio invests generally own, develop, refine, service or transport resources, including energy sources, precious metals, nonferrous metals, forest products, real estate, diversified resources and other basic commodities that can be produced and marketed profitably when both labor costs and prices are rising.
Although at least 50% of Portfolio assets will be invested in U.S. securities, up to 50% of total assets also may be invested in foreign securities. The Portfolio may sell securities for a variety of reasons, such as to secure gains, limit losses or re-deploy assets into more promising opportunities.
The AST T. Rowe Price Large-Cap Growth Portfolio (formerly, the AST AllianceBernstein Large-Cap Growth Portfolio) takes a growth approach to investment selection and normally invests at least 80% of its net assets in the common stocks of large companies. A large company is defined as one whose market cap is larger than the median market cap of companies in the Russell 1000® Growth Index, a widely used benchmark of the largest domestic growth stocks (the median market cap as of February 28, 2006, was $5.44 billion, and is subject to change). The market capitalization of the companies in the Portfolio and the Russell 1000® Growth Index changes over time; the Portfolio will not automatically sell or cease to purchase stock of a company it already owns just because the companys market capitalization falls below this level. The Sub-advisor generally looks for companies with an above-average rate of earnings and cash flow growth and a lucrative niche in the economy that gives them the ability to sustain earnings momentum even during times of slow economic growth. As a growth investor, the Sub-advisor believes that when a company increases its earnings faster than both inflation and the overall economy, the market will eventually reward it with a higher stock price.
In pursuing its investment objective, the Portfolios management has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the Portfolios management believes a security could increase in value for a variety of reasons, including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.
While most assets will be invested in U.S. common stocks, other securities may also be purchased, including foreign stocks, futures, and options, in keeping with the Portfolios objectives.
The Portfolio may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.
The AST MFS Growth Portfolio invests, under normal circumstances, at least 80% of its net assets in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts, of companies that the Sub-advisor believes offer better than average prospects for long-term growth. The Sub-advisor uses a bottom up, as opposed to top down, investment style in managing the Portfolio. This means that securities are selected based upon fundamental analysis of individual companies by the Sub-advisor.
The Portfolio may invest up to 35% of its net assets in foreign securities.
The AST Marsico Capital Growth Portfolio invests primarily in the common stocks of large companies (typically companies that have a market capitalization in the range of $4 billion or more) that are selected for their growth potential. The Portfolio will normally hold a core position of between 35 and 50 common stocks. The Portfolio may hold a limited number of additional common stocks at times when the Portfolio manager is accumulating new positions, phasing out and replacing existing positions, or responding to exceptional market conditions.
In selecting investments for the Portfolio, Marsico uses an approach that combines top-down macroeconomic analysis with bottom-up stock selection.
The top-down approach may take into consideration macroeconomic factors such as, without limitation, interest rates, inflation, demographics, the regulatory environment, and the global competitive landscape. In addition, Marsico may also examine other factors that may include, without limitation, the most attractive global investment opportunities,
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industry consolidation, and the sustainability of financial trends observed. As a result of the top-down analysis, Marsico seeks to identify sectors, industries and companies that may benefit from the overall trends Marsico has observed.
Marsico then looks for individual companies or securities with earnings growth potential that may not be recognized by the market at large. In determining whether a particular company or security may be a suitable investment, Marsico may focus on any of a number of different attributes that may include, without limitation, the companys specific market expertise or dominance; its franchise durability and pricing power; solid fundamentals (e.g., a strong balance sheet, improving returns on equity, the ability to generate free cash flow, apparent use of conservative accounting standards, and transparent financial disclosure); strong and ethical management; commitment to shareholder interests; reasonable valuations in the context of projected growth rates; and other indications that a company or security may be an attractive investment prospect. This process is called bottom-up stock selection.
As part of this fundamental, bottom-up research, Marsico may visit with various levels of a companys management, as well as with its customers and (as relevant) suppliers, distributors, and competitors. Marsico also may prepare detailed earnings and cash flow models of companies. These models may assist Marsico in projecting potential earnings growth and other important company financial characteristics under different scenarios. Each model is typically customized to follow a particular company and is generally intended to replicate and describe a companys past, present and potential future performance. The models may include quantitative information and detailed narratives that reflect updated interpretations of corporate data and company and industry developments.
Marsico may reduce or sell a Funds investments in portfolio companies if, in the opinion of Marsico, a companys fundamentals change substantially, its stock price appreciates excessively in relation to fundamental earnings growth prospects, the company appears not to realize its growth potential, or there are more attractive investment opportunities elsewhere.
The Portfolios core investments generally are comprised of established companies and securities that exhibit growth characteristics. However, the portfolio also may typically include companies with more aggressive growth characteristics, and companies undergoing significant changes: e.g., the introduction of a new product line, the appointment of a new management team or an acquisition.
The AST Goldman Sachs Concentrated Growth Portfolio will pursue its objective, under normal circumstances, by investing primarily in equity securities. Equity securities include common stocks, preferred stocks, warrants and securities convertible into or exchangeable for common or preferred stocks. Investments will be in companies that the Sub-advisor believes have potential to achieve capital appreciation over the long-term. The Portfolio seeks to achieve its investment objective by investing, under normal circumstances, in approximately 30-45 companies that are considered by the Sub-advisor to be positioned for long-term growth.
The AST DeAM Large-Cap Value Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in large capitalization companies. The Portfolio pursues its investment objective by primarily investing in the equity securities of large sized companies included in the Russell 1000® Value Index. Equity securities include common stocks and securities convertible into or exchangeable for common stocks, including warrants and rights. The Sub-advisor employs an investment strategy that seeks to maintain a portfolio of equity securities which approximates the market risk of those stocks included in the Russell 1000® Value Index, but which outperforms the Russell 1000® Value Index through active stock selection. The Russell 1000® Value Index is a market capitalization index that measures the performance of large, established companies trading at discounts to their fair value. As of February 28, 2006, the average market capitalization of the companies in the Russell 1000® Value Index was approximately $85.21 billion and the median market capitalization was approximately $4.89 billion. The size of the companies in the Russell 1000® Value Index will change with market conditions. The targeted tracking error of this Portfolio is 4% with normal a deviation of +/- 1%. It is possible that the deviation may be higher. For purposes of this Portfolio, the strategy of attempting to correlate a stock portfolios market risk with that of a particular index, in this case the Russell 1000® Value Index, while improving upon the return of the same index through active stock selection, is called a managed alpha strategy.
The Sub-advisor considers a number of factors in determining whether to invest in a value stock, including earnings growth rate, analysts estimates of future earnings and industry-relative price multiples. Other factors are net income growth versus cash flow growth as well as earnings and price momentum. In the selection of investments, long-term capital appreciation will take precedence over short range market fluctuations. However, the Portfolio may occasionally make investments for short-term capital appreciation. The Sub-advisor generally takes a bottom up approach to building the Portfolio, searching for individual companies that demonstrate the best potential for significant return.
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The AST Large-Cap Value Portfolio (formerly the AST Hotchkis & Wiley Large-Cap Value Portfolio) will invest, under normal circumstances, at least 80% of the value of its net assets in large capitalization companies. For purposes of the Portfolio, large capitalization companies are generally those that have market capitalizations, at the time of purchase, within the range of companies included in the Russell 1000® Index during the previous 12 months based on month-end data. The 80% requirement applies at the time the Portfolio invests its assets. Some of these securities may be acquired in IPOs. In addition to these principal investments, the Portfolio may invest up to 20% of its total assets in foreign securities.
The assets of the Portfolio are independently managed by three Sub-advisors under a multi-manager structure. Pursuant to the multi-manager structure, the Investment Managers of the Portfolio determine and allocate a portion of the Portfolios assets to each of the Sub-advisors. The allocations will be reviewed by the Investment Managers periodically, and the allocations may be altered or adjusted by the Investment Managers without prior notice. Such adjustments will be reflected in the annual update to this prospectus.
Although each Sub-advisor will follow the Portfolios policy of investing, under normal circumstances, at least 80% of the Portfolios assets in large capitalization companies, each Sub-advisor expects to utilize different investment strategies to achieve the Portfolios objective of current income and long-term growth of income, as well as capital appreciation. The current asset allocations and principal investment strategies for each of the Sub-advisors is summarized below:
Hotchkis and Wiley Capital Management LLC (Hotchkis & Wiley) , as of March 20, 2006, was responsible for managing approximately 20% of the Portfolios assets, This Sub-advisor normally focuses on stocks that have a high cash dividend or payout yield relative to the market. Payout yield is defined as dividend yield plus net share repurchases. The Sub-advisor also may invest in stocks that dont pay dividends, but have growth potential unrecognized by the market or changes in business or management that indicate growth potential.
J.P. Morgan Investment Management, Inc. (J.P. Morgan), as of March 20, 2006, was responsible for managing approximately 50% of the Portfolios assets. J.P. Morgan seeks to identify relative value within sectors. The analysis is purely fundamental, aided by a valuation tool that helps rank stocks within 18 different sectors by their dividend discount rates (DDRs). J.P. Morgan uses the following parameters when seeking to purchase stocks. Stocks below $1 billion in market cap are not purchased in the Portfolio. If a stock falls below $1 billion after purchase, it will be considered a candidate for sale, but will not be automatically sold. This Sub-advisor will seek to buy a stock when it believes that it has an information advantage around the longer-term earnings prospects or fundamentals of a company relative to the rest of the market, or when it believes there has been a stock price overreaction as a result of incremental news creating a near-term opportunity. J.P. Morgan will seek to sell a stock when its investment thesis has proven correct and the stock price has reacted as expected, it no longer believes its investment thesis will come to fruition, or a better risk-adjusted investment opportunity has been identified within the sector.
Dreman Value Management LLC (Dreman), as of March 20, 2006, was responsible for managing approximately 30% of the Portfolios assets. Dremans investment objective is to provide a total return greater than that of the benchmark over time, to protect client capital during market downturns and to stay consistent in our low price-to-earnings ratio, contrarian value approach to investment management, while taking into consideration dividend yield. Dreman will seek to attain superior returns by using a contrarian value investment approach
Dreman believes that it can attain superior performance by adhering to an investment strategy that is disciplined and has a demonstrated record of success. Dremans investment strategy emphasizes stocks that offer unique investment values. The criterion used to identify such stocks include below average price-to-earnings, price-to-book, price-to-cash flow ratios and above average dividend yields. Over the last 25 years, extensive studies, which date as far back as the 1930s, conducted by David Dreman and affiliates of Dreman, have led the Dreman to conclude that consistently applying disciplined value strategies yields superior long-term total returns.
The contrarian value strategy employed by Dreman has been developed and refined over a 25-year period of active investment management. The investment process starts with a quantitative screening process that identifies both undervalued and overvalued stocks. It is not difficult to construct such lists of undervalued and overvalued stocks from figures readily available in major newspapers, magazines and on-line databases. However, mere cheapness or expensiveness seldom achieves results that are consistently superior and obtained without needless risks. The quantitative screening outlined below reflects the process for identifying a universe of stock to purchase.
The Dremans primary screening criteria will be to screen for low price-to-earnings ratio stocks because of its belief in their superior performance characteristics. After low price-to-earnings ratio, Dreman will then consider the price-to-book
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value and price-to-cash flow relationship. Dreman intends to concentrate its investments in companies whose market prices are low in relation to price-to-earnings ratio, book value and cash flow in order to buy solid assets and value, rather than paying a high price for a concept or fad. Another characteristic that Dreman will seek to identify in the securities it invests in is relatively low or sharply declining institutional ownership. Dreman believes that this factor indicates that such stocks are falling out of favor with Wall Streets point of view and are becoming cheap.
Dreman believes its approach is conservative in nature and, accordingly, it will stress companies that possess strong financial positions. It intends to closely analyze debt-to-capital ratios to see if there is a manageable amount of debt on a companys balance sheet, with a goal of identifying companies with no more than 50% to 60% of its total capital composed of debt. Dreman intends to spend considerable time looking at cash and current ratios, with a goal of determining whether potential investments have strong staying power, and can self-finance themselves should the need arise. Dreman intends to invest in strong companies and not speculate on weak stocks or potential bankruptcies, unless there are special circumstances.
The last major characteristic Dreman will seek is an above-average dividend yield. Dreman believes that high yield is a crucial indicator of investment success. An affiliate of Dreman has performed studies which demonstrates that stocks with the lowest 20 percent of price-to-earnings ratios usually yield more than twice as much as companies with the highest 20 percent. Furthermore, Dreman believes that the dividend growth rate of low price-to-earnings ratio stocks tends to be much greater than average. In Dremans model portfolio, the importance of dividends becomes a critical factor in total return in down-market periods. It is Dremans experience that an above-average dividend yield gives a portfolio a strong defensive characteristic. Furthermore, Dreman has concluded that dividends not only provide most of any return in such periods, but the above-average dividend yield also provides strong protection in down markets. Dreman targets a portfolio yield of at least one-half of 1% above the S&P 500, that will increase steadily over time. An above-average dividend yield also can provide investors with a very strong hedge against future inflation. Some equity managers tend to downplay the importance of dividends and buy portfolios yielding less than the market. However, it is Dremans contention that approximately half of longer-term stock returns historically have been provided by dividends. In a volatile market environment, such as the current one, dividend yield can lower the portfolios volatility.
After having refined the portfolio candidate universe to a manageable group of promising stocks, Dreman will then apply rigorous, bottom-up fundamental analysis. All of its research will be done in-house, and final decisions will be made by David Dreman, Dremans Chief Investment Officer.
Dreman believes that there is a large universe of low price-to-earnings ratio, price-to-cash flow ratio and price-to-book value ratio companies trading in the marketplace. Many low price-to-earnings ratio companies deserve to be selling where they are, as they have serious competitive problems, are in declining industries, or are simply mismanaged. Dreman will try to avoid problematical low price-to-earnings ratio stocks and concentrate on those stocks that have shown above-average earnings growth on both a five and ten-year basis. Dremans experience is that it has been more successful by owning profitable companies, rather than trying to discover turnarounds. The problem with turnarounds is that the investor has to be right on two calls: first, one must be able to pick the survivors; second, one must be right on the timing of purchases or else the investment may be unrewarding for a very long period. Dreman believes that it is essential to apply careful and sophisticated analytical techniques to each stock in the low price-to-earnings ratio universe to identify those with fundamental strength, and though the screening process helps in the analysis there is no substitute for careful fundamental analysis. Dreman intends to cull stocks from its portfolio when companies have financial problems, structural deficiencies, management issues, lack of financial transparency, etc.
The AST AllianceBernstein Core Value Portfolio (formerly known as the AST Sanford Bernstein Core Value Portfolio) will pursue its objective by investing primarily in common stocks. The Sub-advisor expects that the majority of the Portfolios assets will be invested in the common stocks of large companies that appear to be undervalued. Among other things, the Portfolio seeks to identify compelling buying opportunities created when companies are undervalued on the basis of investor reactions to near-term problems or circumstances even though their long-term prospects remain sound. The Sub-advisors investment approach is value-based and price-driven, and it relies on the intensive fundamental research of its internal research staff to identify these buying opportunities in the marketplace.
Portfolio investments are selected by the Sub-advisor based upon a model portfolio of 125-175 stocks constructed by the Sub-advisor. In selecting investments for the model portfolio, the Sub-advisor takes a bottom-up approach. In other words, the Sub-advisor seeks to identify individual companies with earnings growth potential that may not be recognized by the market at large. The Sub-advisor relates present value of each companys forecasted future cash flow to the current
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price of its stock. The Sub-advisor ranks companies from the highest expected return to the lowest, with the companies at the top of the ranking being the most undervalued.
Principal Risks:
· All of the capital growth portfolios are equity funds, and the primary risk of each is that the value of the stocks they hold will decline. Stocks can decline for many reasons, including reasons related to the particular company, the industry of which it is a part, or the securities markets generally. These declines can be substantial. Accordingly, loss of money is a risk of investing in each of these Portfolios.
· The risk to which the capital growth portfolios are subject depends in part on the size of the companies in which the particular portfolio invests. Securities of smaller companies tend to be subject to more abrupt and erratic price movements than securities of larger companies, in part because they may have limited product lines, markets, or financial resources. Market capitalization, which is the total market value of a companys outstanding stock, is often used to classify companies based on size. Therefore, the AST Small-Cap Growth Portfolio, the AST DeAM Small-Cap Growth Portfolio, the AST Federated Aggressive Growth Portfolio , the AST Goldman Sachs Small-Cap Value Portfolio, the AST Small-Cap Value Portfolio, and the AST DeAM Small-Cap Value Portfolio can be expected to be subject to the highest degree of risk relative to the other capital growth funds. The AST Goldman Sachs Mid-Cap Growth Portfolio , the AST Neuberger Berman Mid-Cap Growth Portfolio and the AST Neuberger Berman Mid-Cap Value Portfolio can be expected to be subject to somewhat less risk, and the AST T.Rowe Price Large-Cap Growth Portfolio , the AST MFS Growth Portfolio , the AST Marsico Capital Growth Portfolio, the AST Goldman Sachs Concentrated Growth Portfolio, the AST DeAM Large-Cap Value Portfolio, the AST Large-Cap Value Portfolio, and the AST AllianceBernstein Core Value Portfolio to somewhat less risk than the mid-cap funds. The AST Mid-Cap Value Portfolio may invest in equity securities of companies without regard to capitalization, and may include large and small companies at the same time. The AST T. Rowe Price Natural Resources Portfolio invests in companies of all sizes in order to take advantage of the opportunities in the natural resources sector, but generally invests mostly in large and medium-sized companies.
· The AST Small-Cap Growth Portfolio, the AST DeAM Small-Cap Growth Portfolio, the AST Federated Aggressive Growth Portfolio, the AST Goldman Sachs Mid-Cap Growth Portfolio, the AST Neuberger Berman Mid-Cap Growth Portfolio, the AST T.Rowe Price Large-Cap Growth Portfolio, the AST MFS Growth Portfolio, the AST Marsico Capital Growth Portfolio, and the AST Goldman Sachs Concentrated Growth Portfolio take a growth approach to investing, while the AST Goldman Sachs Small-Cap Value Portfolio, the AST DeAM Small-Cap Value Portfolio, the AST Small-Cap Value Portfolio, the AST Neuberger Berman Mid-Cap Value Portfolio, the AST Mid-Cap Value Portfolio, the AST Large-Cap Value Portfolio the AST DeAM Large-Cap Value Portfolio, and the AST AllianceBernstein Core Value Portfolio generally take a value approach. Value stocks are believed to be selling at prices lower than what they are actually worth, while growth stocks are those of companies that are expected to grow at above-average rates. A portfolio investing primarily in growth stocks will tend to be subject to more risk than a value fund, although this will not always be the case. Value stocks are subject to the risks that the market may not recognize the stocks actual value or that the market actually valued the stock appropriately.
· The AST T. Rowe Price Natural Resources Portfolio is subject to an additional risk factor because it is less diversified than most equity funds and could therefore experience sharp price declines when conditions are unfavorable in the sector in which it invests. The rate of earnings growth of natural resource companies may be irregular because these companies are strongly affected by natural forces, global economic cycles and international politics.
· The AST T. Rowe Price Natural Resources Portfolio may invest up to 50% of its total assets in non-U.S. securities. Investments in non-U.S. securities involve risks such as fluctuations in currency exchange rates, less liquid and more volatile securities markets, unstable political and economic structures, reduced availability of information, and lack of uniform financial reporting and regulatory practices such as those that apply to U.S. issuers.
· The AST Goldman Sachs Concentrated Growth Portfolio is a non-diversified fund in that it may hold larger positions in a smaller number of securities. As a result, a single securitys increase or decrease in value may have a greater impact on the Portfolios share price and total return.
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Portfolio: |
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Investment Goal: |
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Primary Investments: |
Cohen & Steers Realty |
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Maximize total return |
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The Portfolio invests primarily in equity securities of real estate companies. |
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AllianceBernstein Managed Index 500 |
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To outperform the S&P 500® Stock Index |
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The Portfolio invests primarily in common stocks included in the S&P 500®. |
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American Century Income & Growth |
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Capital growth and, secondarily, current income |
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The Portfolio invests primarily in stocks of large U.S. companies selected through quantitative investment techniques. |
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AllianceBernstein Growth & Income |
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Long term capital growth and income |
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The Portfolio invests primarily in common stocks that are believed to be selling at reasonable valuations in relation to their fundamental business prospects. |
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American Century Strategic Balanced |
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Capital growth and current income |
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The Portfolio normally invests approximately 60% of its assets in equity securities and the remainder in bonds and other fixed income securities. |
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Advanced Strategies |
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A high level of absolute return |
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The Portfolio uses traditional and non-traditional investment strategies and invests in domestic and foreign equity and fixed-income securities, derivative instruments and exchange-traded funds. |
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T. Rowe Price Asset Allocation |
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A high level of total return |
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The Portfolio normally invests 50-70% of its total assets in equity securities and 30-50% in fixed income securities. |
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Global Allocation |
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A high level of total return |
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The Portfolio invests primarily in a diversified portfolio of mutual funds. |
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Aggressive Asset Allocation |
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Highest potential total return consistent with a specified level of risk tolerance |
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The Portfolio invests primarily in a diversified portfolio of other mutual funds |
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Capital Growth Asset Allocation |
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Highest potential total return consistent with a specified level of risk tolerance |
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The Portfolio invests primarily in a diversified portfolio of other mutual funds |
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Balanced Asset Allocation |
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Highest potential total return consistent with a specified level of risk tolerance |
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The Portfolio invests primarily in a diversified portfolio of other mutual funds |
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Conservative Asset Allocation |
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Highest potential total return consistent with a specified level of risk tolerance |
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The Portfolio invests primarily in a diversified portfolio of other mutual funds |
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Preservation Asset Allocation |
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Highest potential total return consistent with a specified level of risk tolerance |
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The Portfolio invests primarily in a diversified portfolio of other mutual funds |
Principal Investment Strategies:
The AST Cohen & Steers Realty Portfolio will invest, under normal circumstances, at least 80% of its net assets in securities of real estate related issuers. Under normal circumstances, the Portfolio will invest substantially all of its assets in the equity securities of real estate companies. Such equity securities will consist of common stocks, rights or warrants to purchase common stocks, securities convertible into common stocks where the conversion feature represents, in the Sub-advisors view, a significant element of the securities value, and preferred stocks.
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For purposes of the Portfolios investment policies, a real estate company is one that derives at least 50% of its revenues from the ownership, construction, financing, management or sale of real estate or that has at least 50% of its assets in real estate. The Portfolio may invest up to 10% of its total assets in securities of foreign real estate companies. Real estate companies may include real estate investment trusts (REITs). REITs pool investors funds for investment primarily in income producing real estate or real estate related loans or interests.
The AST AllianceBernstein Managed Index 500 Portfolio (formerly known as the AST Sanford Bernstein Managed Index 500 Portfolio) will invest, under normal circumstances, at least 80% of its net assets in securities included in the Standard & Poors 500 Composite Stock Price Index (the S&P 500 â ). The Portfolio is actively managed and seeks to outperform the S&P 500® through the Sub-advisors stock selection resulting in different weightings of common stocks relative to the index. The S&P 500® is an index of 500 common stocks, most of which trade on the New York Stock Exchange Inc. (the NYSE).
In seeking to outperform the S&P 500®, the Sub-advisor starts with a portfolio of stocks representative of the holdings of the index. It then uses a set of quantitative criteria that are designed to indicate whether a particular stock will predictably perform better or worse than the S&P 500®. Based on these criteria, the Sub-advisor determines whether the Portfolio should overweight, underweight or hold a neutral position in the stock relative to the proportion of the S&P 500® that the stock represents. In addition, the Sub-advisor may determine based on the quantitative criteria that (1) certain S&P 500® stocks should not be held by the Portfolio in any amount, and (2) certain equity securities that are not included in the S&P 500® should be held by the Portfolio. The Portfolio may invest up to 15% of its total assets in equity securities not included in the S&P 500®.
While the Portfolio attempts to outperform the S&P 500®, it is not expected that any outperformance will be substantial. The Portfolio also may underperform the S&P 500® over short or extended periods.
The AST American Century Income & Growth Portfolios investment strategy utilizes quantitative management techniques in a two-step process that draws heavily on computer technology. In the first step, the Sub-advisor ranks stocks, primarily the 1,500 largest publicly traded companies in the United States (measured by the value of the stock), from most attractive to least attractive. This is determined by using a computer model that combines measures of at stocks value as well as measures of its growth potential. To measure value, the Sub-advisor uses ratios of stock price to book value and stock price to cash flow, among others. To measure growth, the Sub-advisor uses the rate of growth in a companys earnings and changes in its earnings estimates, as well as other factors.
In the second step, the Sub-advisor uses a technique called portfolio optimization. In portfolio optimization, the Sub-advisor uses a computer to build a portfolio of stocks from the ranking described above that it believes will provide the optimal balance between risk and expected return. The goal is to create a portfolio that provides better returns than its benchmark without taking on significant additional risk. In building the Portfolio, the Sub-advisor also attempts to create a dividend yield that will be greater than that of the S&P 500 Index.
The Sub-advisor generally sells stocks from the Portfolio when it believes:
· a stock becomes too expensive relative to other stock opportunities,
· a stocks risk parameters outweigh its return opportunity,
· more attractive alternatives are identified, and/or
· specific events alter a stocks prospects.
The AST AllianceBernstein Growth & Income Portfolio (formerly known as the AST Alliance Growth and Income Portfolio) normally will invest in common stocks (and securities convertible into common stocks).
The Sub-advisor will take a value-oriented approach, in that it will try to keep the Portfolios assets invested in securities that are selling at reasonable valuations in relation to their fundamental business prospects. In doing so, the Portfolio may forgo some opportunities for gains when, in the judgment of the Sub-advisor, they are too risky.
In seeking to achieve its objective, the Portfolio invests primarily in the equity securities of U.S. companies that the Sub-advisor believes are undervalued. The Sub-advisor believes that, over time, stock prices (of companies in which the Portfolio invests) will come to reflect the companies intrinsic economic values. The Sub-advisor uses a disciplined investment process to evaluate the companies in its extensive research universe. Through this process, the Sub-advisor seeks to identify the stocks of companies that offer the best combination of value and potential for price appreciation.
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The Sub-advisors analysts prepare their own earnings estimates and financial models for each company followed. The Sub-advisor employs these models to identify equity securities whose current market prices do not reflect what it considers to be their intrinsic economic value. In determining a companys intrinsic economic value, the Sub-advisor takes into account any factors it believes bear on the ability of the company to perform in the future, including earnings growth, prospective cash flows, dividend growth and growth in book value. The Sub-advisor then ranks, at least weekly, each of the companies in its research universe in the relative order of disparity between their stock prices and their intrinsic economic values, with companies with the greatest disparities receiving the highest ranking (i.e., being considered the most undervalued).
The AST American Century Strategic Balanced Portfolio normally maintains approximately 60% of its assets in equity securities and the remainder in bonds and other fixed income securities. For the equity portion of the Portfolio, the Sub-advisor utilizes quantitative management techniques in a two-step process that draws heavily on computer technology. In the first step, the Sub-advisor ranks stocks, primarily the 1,500 largest publicly traded companies in the United States (measured by the value of their stock) from most attractive to least attractive. These rankings are determined by using a computer model that combines measures of a stocks value as well as measures of its growth potential. To measure value, the Sub-advisor uses ratios of stock price to book value and stock price to cash flow, among others. To measure growth, the Sub-advisor uses the rate of growth in a companys earnings and changes in its earnings estimates, as well as other factors.
In the second step, the Sub-advisor uses a technique called portfolio optimization. In portfolio optimization, the Sub-advisor uses a computer to build a portfolio of stocks from the ranking described above that it believes will provide the optimal balance between risk and expected return. The goal is to create an equity portfolio that provides better returns than the S&P 500® Index without taking on significant additional risk.
The Sub-advisor also consults the rankings described above when determining whether to sell a particular security. As a securitys ranking falls, the Sub-advisor will consider many factors in addition to the computer-generated information for the security, including, among other things, a securitys price, whether a securitys risk parameters outweigh its return opportunities, general market conditions, and any other factors deemed relevant by the Sub-advisor.
The fixed-income portion of the Portfolio is invested primarily in a diversified portfolio of high-grade government, corporate, asset-backed and similar securities payable in U.S. currency. At least 80% of the fixed-income assets will be invested in securities that are rated within the three highest categories by a nationally recognized statistical rating organization. Up to 20% of the fixed-income portion may be invested in securities rated in the fourth category, and up to 15% may be invested in securities rated in the fifth category. The rating category of a security will be determined at the time of purchase. In the event a security is subsequently downgraded, the Portfolio will not be obligated to dispose of that security, but may continue to hold the security if deemed appropriate by the portfolio managers. Under normal market conditions, the weighted average maturity for the fixed income portion of the Portfolio will be in the 3-to 10-year range.
The AST Advanced Strategies Portfolio will seek to achieve its investment objective by investing primarily in a diversified portfolio of equity and fixed-income securities. In particular, the Investment Managers will allocate the net assets of the Portfolio across different investment categories and different Sub-Advisors. PI will also directly manage a portion of the assets of the Portfolio. Certain investment categories will contain sub-categories. The investment adviser for a category or sub-category will employ a specific investment strategy for that category or sub-category.
The Investment Managers will employ a two-tiered approach to allocating Portfolio assets across the various investment categories, sub-categories, and investment advisers. First, the Investment Managers will analyze the macro-economic landscape, the capital markets, and the related implications for investment strategy. Second, the Investment Managers will draw on their in-depth understanding of the strategies used by the investment advisers to determine which advisers are expected to perform best under the prevailing macro-economic landscape.
Overall, the Advanced Strategies Portfolio will pursue a combination of traditional and non-traditional investment strategies. The expected asset allocation provides for an allotment of 50% of Portfolio assets to a combination of domestic and international equity strategies and an allotment of 50% of Portfolio assets to a combination of U.S. fixed-income, hedged international bond, real return and exchange-traded fund investment strategies. The Portfolio will use derivative instruments to gain exposure to certain commodity and real estate related indices. The Portfolio may engage in short sales to a limited extent and may invest in fixed-income securities that are rated below investment grade by the major ratings services (Ba or lower by Moodys Investors Service, Inc., BB or lower by Standard & Poors Ratings Services, or, if unrated, considered to be of comparable quality, in connection with these investment strategies. Fixed-income debt obligations rated below investment grade by the major ratings services or, if unrated, considered to be of comparable quality, are commonly
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referred to as junk bonds and are regarded as having predominantly speculative characteristics with respect to capacity to pay principal and interest.
The AST T. Rowe Price Asset Allocation Portfolio normally invests approximately 60% of its total assets in equity securities and 40% in fixed income securities. This mix may vary over shorter time periods; the equity portion may range between 50-70% and the fixed income portion between 30-50%.
The Sub-advisor concentrates common stock investments in larger, more established companies, but the Portfolio may include small and medium-sized companies with good growth prospects. The Portfolios exposure to smaller companies is not expected to be substantial, and will not constitute more than 30% of the equity portion of the Portfolio. Up to 35% of the equity portion may be invested in foreign (non-U.S. dollar denominated) equity securities. When selecting particular stocks to purchase, the Sub-advisor will examine relative values and prospects among growth and value-oriented stocks, domestic and international stocks, and small-to large-cap stocks. Domestic stocks are drawn from the overall U.S. market while international equities are selected primarily from large companies in developed countries.
The fixed income portion of the Portfolio will be allocated among investment grade securities (50-100% of the fixed income portion); high yield or junk bonds (up to 30%); foreign (non-U.S. dollar denominated) high quality debt securities (up to 30%); and cash reserves (up to 20%). Bond investments are primarily investment grade (top four credit ratings) and are chosen from across the entire government and corporate bond markets. A significant portion of the Portfolios fixed income investments may be in mortgage-related (including mortgage dollar rolls and derivatives such as collateralized mortgage obligations and stripped mortgage-backed securities) and asset-backed securities. Maturities and duration of the fixed income portion of the portfolio will reflect the Sub-advisors outlook for interest rates.
The precise mix of equity and fixed income investments will depend on the Sub-advisors outlook for the markets. The Portfolios investments in foreign equity and debt securities are intended to provide additional diversification, and the Sub-advisor will normally have at least three different countries represented in both the foreign equity and foreign debt portions of the Portfolio.
The Portfolio may also invest in other securities, including futures and options, in keeping with its objective. Securities may be sold for a variety of reasons, such as to effect a change in asset allocation, to secure gains or limit losses, or to re-deploy assets to more promising opportunities.
The AST Global Allocation Portfolio (formerly, AST DeAM Global Allocation Portfolio) is a fund of funds. That means that the Portfolio invests primarily in one or more Portfolios of the Trust in accordance with its own asset allocation strategy. The other Portfolios of the Trust in which the AST Global Allocation Portfolio may invest are collectively referred to as the Underlying Portfolios. The Portfolio actively allocates its assets by investing in shares of a diversified group of Underlying Portfolios. The Portfolio intends its strategy of investing in combinations of Underlying Portfolios to result in investment diversification that an investor could otherwise achieve only by holding numerous investments. The Investment Managers are not, however, responsible for the day-to-day management of the Underlying Portfolios in which the Portfolio invests. The Portfolio is expected to be invested in several Underlying Portfolios at any time.
The precise allocation among the Underlying Portfolios, government securities and cash investments will depend on the Investment Managers outlook for the markets. Shifts among Underlying Portfolios focused on different asset classes will normally be done gradually, and the Investment Managers will not attempt to precisely time the market. The Portfolios investments in Underlying Portfolios that may invest significant portions of their assets in foreign equity and debt securities are intended to provide additional diversification. The Investment Managers expect that the Underlying Portfolios in which it invests will normally have at least three different countries represented in the foreign equity category at any given time. However, the Investment Managers do not control investments by the Underlying Portfolios; therefore, the Portfolio may occasionally be invested in Underlying Portfolios that have fewer than three countries represented in the foreign equity category at a particular time. In addition, the Investment Managers may at any time determine that they do not wish for the Portfolio to be invested in Underlying Portfolios that have any assets invested in the foreign equity category.
The Investment Managers may change the allocations of its assets among Underlying Portfolios, government securities and cash at any time if the Investment Managers believe that doing so would better enable the Portfolio to pursue its investment objective. In addition, the Portfolio intends to periodically rebalance specific allocations among Underlying Portfolios in order to maintain current target allocations. These adjustments in targets are made based on the Investment Managers outlook for the economy, financial markets generally, and the relative market valuation of the asset classes represented by each Underlying Portfolio. Additionally the Portfolio may deviate from its targets or customary investment
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strategies when, in the Investment Managers opinion, it is necessary to do so to pursue the Portfolios investment objective or for temporary defensive purposes. Shares of the Underlying Portfolios may be sold for a variety of reasons, such as to effect a change in asset allocation, to secure gains or limit losses, or to re-deploy assets to more promising opportunities.
The AST Aggressive Asset Allocation Portfolio , the AST Capital Growth Asset Allocation Portfolio , the AST Balanced Asset Allocation Portfolio , the AST Conservative Asset Allocation Portfolio , and the AST Preservation Asset Allocation Portfolio (collectively, the Dynamic Asset Allocation Portfolios) are funds of funds. That means that each Dynamic Asset Allocation Portfolio invests primarily in one or more Underlying Portfolios in accordance with its own asset allocation strategy. Consistent with the investment objectives and policies of the Dynamic Asset Allocation Portfolios, other funds advised by the Investment Managers or their affiliates may from time to time may be added to, or removed from, the list of Underlying Portfolios that may be used in connection with the Dynamic Asset Allocation Portfolios. Each Dynamic Asset Allocation Portfolio also may invest directly in government securities and cash equivalents for cash management purposes.
The asset allocation strategy for each Dynamic Asset Allocation Portfolio generally will be determined by the Strategic Investment Research Group of Prudential Investments LLC (PI) in consultation with Morningstar Associates, LLC (Morningstar). These strategies entail dividing the assets of each Dynamic Asset Allocation Portfolio between the equity and the debt/money market asset classes based upon certain categories within those asset classes. For example, categories within the equity asset class may be based upon stock market capitalization (e.g., large-cap, mid-cap, or small-cap), investment style (e.g., growth, core, or value), or various other factors. Categories within the debt/money market asset class may be based upon credit quality (e.g., investment grade or high yield debt), types of issuers (e.g., U.S. government or corporate), or various other factors. These allocations are referred to as strategic allocations. Generally, the strategic allocation for the more aggressive Dynamic Asset Allocation Portfolios will emphasize investments in the equity asset class while the strategic allocation for the more conservative Dynamic Asset Allocation Portfolios will emphasize investments in the debt/money market asset class. The specific combinations of Underlying Portfolios for each Dynamic Asset Allocation Portfolio will be consistent with the strategic allocation for that Portfolio. These combinations are referred to as Underlying Portfolio allocations.
The Dynamic Asset Allocation Portfolios currently expect that any changes to the strategic allocation and/or the Underlying Portfolio allocation and any Portfolio re-balancings will be effected within certain pre-determined ranges. Consistent with each Dynamic Asset Allocation Portfolios principal investment policies, the Investment Managers may, however, change the strategic allocation or the Underlying Portfolio allocation both within and beyond such pre-determined ranges at any time in their sole discretion. In addition, the Investment Managers may, at any time in their sole discretion, rebalance the Dynamic Asset Allocation Portfolios investments to cause such investments to match the Underlying Portfolio allocation.
Although PI and American Skandia Investment Services, Inc. serve as the Investment Managers of the Underlying Portfolios, the day-to-day investment management of the Underlying Portfolios is the responsibility of Sub-advisors. Morningstar is not involved in, or responsible for, the management of the Underlying Portfolios. The extent to which Morningstars recommendations are adopted and implemented is determined in the sole discretion of the Investment Managers.
Principal Risks:
· Both equity securities (e.g., stocks) and fixed income securities (e.g., bonds) can decline in value, and the primary risk of each of the growth and income portfolios is that the value of the securities they hold will decline. The degree of risk to which the growth and income portfolios are subject is likely to be somewhat less than a portfolio investing exclusively for capital growth. Nonetheless, the share prices of the growth and income portfolios can decline substantially. Accordingly, loss of money is a risk of investing in each of these funds.
· The AST Cohen & Steers Realty Portfolio, the AST AllianceBernstein Managed Index 500 Portfolio, the AST American Century Income & Growth Portfolio, and the AST AllianceBernstein Growth & Income Portfolio invest primarily in equity securities. The AST American Century Strategic Balanced Portfolio, the AST Advanced Strategies Portfolio and the AST T. Rowe Price Asset Allocation Portfolio generally invest in both equity and fixed income securities. The values of equity securities tend to fluctuate more widely than the values of fixed income securities. Therefore, those growth and income portfolios that invest primarily in equity securities will likely be subject to somewhat higher risk than those portfolios that invest in both equity and fixed income securities.
· Each of the Portfolios that makes significant investments in fixed income securities may invest to some degree in lower-quality fixed income securities, which are subject to greater risk that the issuer may fail to make interest and
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principal payments on the securities when due. Each of these Portfolios generally invests in intermediate-to long-term fixed income securities. Fixed income securities with longer maturities are generally subject to greater risk than fixed income securities with shorter maturities, in that their values will fluctuate more in response to changes in market interest rates. To the extent the Portfolios fixed income component is invested in mortgage-backed securities, there may be increased volatility due to interest-rate fluctuations.
· The AST Cohen & Steers Realty Portfolio is subject to an additional risk factor because it is less diversified than most equity funds and could therefore experience sharp price declines when conditions are unfavorable in the real estate sector. Real estate securities may be subject to risks similar to those associated with direct ownership of real estate. These include risks related to economic conditions, heavy cash flow dependency, overbuilding, extended vacancies of properties, changes in neighborhood values, and zoning, environmental and housing regulations.
· The AST Advanced Strategies Portfolios investments in commodity-linked derivative instruments may subject such Portfolio to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments. The AST Advanced Strategies Portfolios emphasis on investments in real estate investment trusts (REITs) and in real estate-linked derivative instruments also will subject such Portfolio to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses. An investment in a real estate-linked derivative instrument that is linked to the value of a REIT is subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws, or failure by the REIT to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986. The AST Advanced Strategies Portfolio also may invest in foreign securities, including emerging markets fixed-income securities, and lower-quality fixed-income securities. Such holdings may increase the risks associated with investing in that Portfolio.
· Because the AST AllianceBernstein Managed Index 500 Portfolio invests primarily in equity securities included in the S&P 500®, and some of these securities do not produce income, the Portfolio may be subject to a greater level of risk than a fund that invests primarily in income-producing securities.
· The AST Global Allocation Portfolio, the AST Aggressive Asset Allocation Portfolio, the AST Capital Growth Asset Allocation Portfolio, the AST Balanced Asset Allocation Portfolio, the AST Conservative Asset Allocation Portfolio and the AST Preservation Asset Allocation Portfolio (collectively, the Asset Allocation Portfolios) invest in Underlying Portfolios which carry their own risks similar to those of equity and fixed income securities described above.
Portfolio: |
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Investment Goal: |
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Primary Investments: |
T. Rowe Price Global Bond |
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High current income and capital growth |
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The Portfolio invests in high-quality foreign and U.S. dollar-denominated bonds. |
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High Yield |
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High current income and may consider potential for capital appreciation |
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The Portfolio invests primarily in high yield fixed income securities that, at the time of purchase, are non-investment grade securities. |
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Lord Abbett Bond-Debenture |
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High current income and the opportunity for capital appreciation to produce a high total return. |
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The Portfolio invests primarily in high yield and investment grade debt securities, securities convertible into common stock and preferred stocks. |
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PIMCO Total Return Bond |
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Maximize total return, consistent with preservation of capital |
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The Portfolio invests primarily in higher-quality fixed income securities of varying maturities, so that the Portfolios expected average duration will be from three to six years. |
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PIMCO Limited Maturity Bond |
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Maximize total return, consistent with preservation of capital |
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The Portfolio invests primarily in higher-quality fixed income securities of varying maturities, so that the Portfolios expected average duration will be from one to three years. |
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Money Market |
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Maximize current income and maintain high levels of liquidity |
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The Portfolio invests in high-quality, short-term, U.S. dollar-denominated instruments. |
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Principal Investment Strategies:
The AST T. Rowe Price Global Bond Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in fixed income securities. The Portfolio will invest in all types of bonds including those issued or guaranteed by the U.S. or foreign governments or their agencies and by foreign authorities, provinces and municipalities as well as investment grade corporate bonds, mortgage and asset-backed securities and high-yield bonds of U.S. and foreign issuers. The Portfolio seeks to moderate price fluctuation by actively managing its maturity structure and currency exposure. The Sub-advisor bases its investment decisions on fundamental market factors, currency trends, and credit quality. The Portfolio generally invests in countries where the combination of fixed-income returns and currency exchange rates appears attractive, or, if the currency trend is unfavorable, where the Sub-advisor believes that the currency risk can be minimized through hedging.
Although the Portfolio expects to maintain an intermediate-to-long weighted average maturity, there are no maturity restrictions on the overall portfolio or on individual securities. The Portfolio may and frequently does engage in foreign currency transactions such as forward foreign currency exchange contracts, hedging its foreign currency exposure back to the dollar or against other foreign currencies (cross-hedging). The Sub-advisor also attempts to reduce currency risks through diversification among foreign securities and active management of maturities and currency exposures.
The Portfolio may also invest up to 20% of its assets in the aggregate in below investment-grade, high-risk bonds (junk bonds) and emerging market bonds. Some emerging market bonds, such as Brady Bonds, may be denominated in U.S. dollars. In addition, the Portfolio may invest up to 30% of its assets in mortgage-related (including mortgage dollar rolls and derivatives, such as collateralized mortgage obligations and stripped mortgage securities) and asset-backed securities.
The AST High Yield Portfolio (formerly, the AST Goldman Sachs High Yield Portfolio) will invest, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (Net Assets) in high-yield, fixed-income securities that, at the time of purchase, are non-investment grade securities. Non-investment grade securities are securities rated BB, Ba or below by a Moodys Investors Services, Inc. or Standard & Poors Corporation, or, if unrated, determined by the Sub-Advisor to be of comparable quality. The Fund may invest in all types of fixed income securities, including, senior and subordinated corporate debt obligations (such as bonds, debentures, notes and commercial paper), fixed time deposits and bankers acceptances, obligations of non-U.S. governments or their sub-divisions, agencies and government-sponsored enterprises, international agencies or supranational entities, debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises, mortgage-backed and other asset-backed securities, structured notes, including hybrid or indexed securities and loan participations, event-linked bonds, convertible and non-convertible corporate debt obligations, custodial receipts, municipal securities, brady bonds preferred stock, delayed funding loans and revolving credit facilities. The Portfolio may engage in short sales to a limited extent.
The assets of the Portfolio are independently managed by two Sub-advisors under a multi-manager structure. Pursuant to the multi-manager structure, the Investment Managers of the Portfolio determine and allocate a portion of the Portfolios assets and cash flows to each of the Sub-advisors. The allocations and cash flows will be reviewed by the Investment Managers periodically, and the allocations and cash flows may be altered or adjusted by the Investment Managers without prior notice. Such adjustments will be reflected in the annual update to this prospectus.
Although each Sub-advisor will follow the Portfolios policy of investing, under normal circumstances, at least 80% of the Portfolios net assets in high-yield, fixed income securities that, at the time of purchase, are non-investment grade securities, each Sub-advisor expects to utilize different investment strategies to achieve the Portfolios objective of long-term capital growth. The current asset and cash flow allocations and principal investment strategies for each of the Sub-advisors is summarized below:
Goldman Sachs Asset Management, L.P. (GSAM), as of March 20, 2006, was responsible for managing approximately 50% of the Portfolios assets. The Fund seeks a high level of current income and may also consider the potential for capital appreciation. The Portfolio invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) in high-yield, fixed-income securities that, at the time of purchase, are non-investment grade securities.
23
Pacific Investment Management Company LLC (PIMCO), as of March 20, 2006, was responsible for managing approximately 50% of the Portfolios assets. It is expected that 100% of future cash flows and redemptions will be allocated to PIMCO. PIMCOs investment strategy is to seeks maximum total return, consistent with preservation of capital and prudent investment management
The AST Lord Abbett Bond-Debenture Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in fixed income securities. To pursue its objective, the Portfolio normally invests primarily in high yield and investment grade debt securities, securities convertible into common stock, and preferred stocks. At least 20% of the Portfolios assets must be invested in any combination of investment grade securities, U.S. Government securities and cash equivalents.
The Sub-advisor believes that a high total return (current income and capital growth) may be derived from an actively managed, diversified portfolio of investments. Through portfolio diversification, credit analysis and attention to current developments and trends in interest rates and economic conditions, the Sub-advisor attempts to reduce the Portfolios risks. The Sub-advisor seeks unusual values, using fundamental, bottom-up research (i.e., research on individual companies rather than the economy as a whole) to identify undervalued securities. The Portfolio may find good value in high yield securities, sometimes called lower-rated bonds or junk bonds, and frequently may have more than half of its assets invested in those securities. The Portfolio may also make significant investments in mortgage-backed securities. Although the Portfolio expects to maintain a weighted average maturity in the range of five to twelve years, there are no maturity restrictions on the overall Portfolio or on individual securities.
The AST PIMCO Total Return Bond Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in fixed income securities, including:
(1) securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises;
(2) corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;
(3) mortgage and other asset-backed securities;
(4) inflation-indexed bonds issued by both governments and corporations;
(5) structured notes, including hybrid or indexed securities, event-linked bonds and loan participations;
(6) delayed funding loans and revolving credit securities;
(7) bank certificates of deposit, fixed time deposits and bankers acceptances;
(8) repurchase agreements and reverse repurchase agreements;
(9) debt securities issued by state or local governments and their agencies and government-sponsored enterprises;
(10) obligations of foreign governments or their subdivisions, agencies and government-sponsored enterprises;
(11) derivative instruments, including swap agreements; and
(12) obligations of international agencies or supranational entities.
Portfolio holdings will be concentrated in areas of the bond market that the Sub-advisor believes to be relatively undervalued. In selecting fixed income securities, the Sub-advisor uses economic forecasting, interest rate anticipation, credit and call risk analysis, foreign currency exchange rate forecasting, and other securities selection techniques. The proportion of the Portfolios assets committed to investment in securities with particular characteristics (such as maturity, type and coupon rate) will vary based on the Sub-advisors outlook for the U.S. and foreign economies, the financial markets, and other factors. The management of duration is one of the fundamental tools used by the Sub-advisor.
The Portfolio will invest in fixed-income securities of varying maturities. The average portfolio duration of the Portfolio generally will vary within a three- to six-year time frame based on the Sub-advisors forecast for interest rates. The Portfolio can and routinely does invest in certain complex fixed income securities (including mortgage-backed and asset-backed securities) and engage in a number of investment practices (including futures, swaps and dollar rolls) that many other fixed income funds do not utilize. The Portfolio may invest up to 10% of its assets in fixed income securities that are rated below investment grade (junk bonds) (or, if unrated, determined by the Sub-advisor to be of comparable quality).
24
The AST PIMCO Limited Maturity Bond Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in fixed income securities, including:
(1) securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises;
(2) corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;
(3) mortgage and other asset-backed securities;
(4) inflation-indexed bonds issued by both governments and corporations;
(5) structured notes, including hybrid or indexed securities, event-linked bonds and loan participations;
(6) delayed funding loans and revolving credit securities;
(7) bank certificates of deposit, fixed time deposits and bankers acceptances;
(8) repurchase agreements and reverse repurchase agreements;
(9) debt securities issued by state or local governments and their agencies and government-sponsored enterprises;
(10) obligations of foreign governments or their subdivisions, agencies and government-sponsored enterprises; and
(11) obligations of international agencies or supranational entities.
Portfolio holdings will be concentrated in areas of the bond market that the Sub-advisor believes to be relatively undervalued. In selecting fixed income securities, the Sub-advisor uses economic forecasting, interest rate anticipation, credit and call risk analysis, foreign currency exchange rate forecasting, and other securities selection techniques. The proportion of the Portfolios assets committed to investment in securities with particular characteristics (such as maturity, type and coupon rate) will vary based on the Sub-advisors outlook for the U.S. and foreign economies, the financial markets, and other factors. The management of duration is one of the fundamental tools used by the Sub-advisor.
The Portfolio will invest in fixed-income securities of varying maturities. The average portfolio duration of the Portfolio generally will vary within a one- to three-year time frame based on the Sub-advisors forecast for interest rates. The Portfolio can and routinely does invest in certain complex fixed income securities (including mortgage-backed and asset-backed securities) and engage in a number of investment practices (including futures, swaps and dollar rolls) that many other fixed income funds do not utilize. The Portfolio may invest up to 10% of its assets in fixed income securities that are rated below investment grade (junk bonds) (or, if unrated, determined by the Sub-advisor to be of comparable quality).
The AST Money Market Portfolio will invest in high-quality, short-term, U.S. dollar denominated corporate, bank and government obligations. Under the regulatory requirements applicable to money market funds, the Portfolio must maintain a weighted average portfolio maturity of not more than 90 days and invest in securities that have effective maturities of not more than 397 days. In addition, the Portfolio will limit its investments to those securities that, in accordance with guidelines adopted by the Trustees of the Trust, present minimal credit risks. The Portfolio will not purchase any security (other than a United States Government security) unless:
(1) if rated by only one nationally recognized statistical rating organization (such as Moodys and Standard & Poors), such organization has rated it with the highest rating assigned to short-term debt securities;
(2) if rated by more than one nationally recognized statistical rating organization, at least two rating organizations have rated it with the highest rating assigned to short-term debt securities; or
(3) it is not rated, but is determined to be of comparable quality in accordance with the guidelines noted above.
Principal Risks:
· The risk of a fund or portfolio investing primarily in fixed income securities is determined largely by the quality and maturity characteristics of its portfolio securities. Lower-quality fixed income securities are subject to greater risk that the company may fail to make interest and principal payments on the securities when due. Fixed income securities with longer maturities (or durations) are generally subject to greater risk than securities with shorter
25
maturities, in that their values will fluctuate more in response to changes in market interest rates. Accordingly, loss of money is a risk of investing in each of these funds.
· While the AST T. Rowe Price Global Bond Portfolio invests primarily in high-quality fixed income securities, its substantial investments in foreign fixed income securities and relatively long average maturity will tend to increase its level of risk. Like foreign equity investments, foreign fixed income investments involve risks such as fluctuations in currency exchange rates, unstable political and economic structures, lack of liquidity, reduced availability of information, and lack of uniform financial reporting and regulatory practices such as those that apply to U.S. issuers. The AST T. Rowe Price Global Bond Portfolio can invest to some degree in securities of issuers in developing countries and in lower-quality fixed income securities, and the risks of the Portfolio may be accentuated by these holdings. The mortgage-related and asset-backed securities could subject the Portfolio to increased volatility in the event of interest rate changes, which could cause prepayments to increase, and the value of the securities to decrease.
· As a fund that invests primarily in lower-quality fixed income securities, the AST High Yield Portfolio will be subject to a level of risk that is high relative to other fixed income funds, and which may be comparable to or higher than some equity funds. Non-investment grade fixed-income securities (commonly known as junk bonds) tend to offer higher yields than higher rated securities with similar maturities. Non-investment grade fixed income securities are, however, considered speculative and generally involve greater price volatility and greater risk of loss of principal and interest than higher rated securities. The Fund may purchase the securities of issuers that are in default. The level of risk of the AST Lord Abbett Bond-Debenture Portfolio may be higher than many other fixed income funds because it will often have significant investments in lower-quality fixed income securities. Like equity securities, lower-quality fixed income securities tend to reflect short-term market developments to a greater extent than higher-quality fixed income securities. An economic downturn may adversely affect the value of lower-quality securities, and the trading market for such securities is generally less liquid than the market for higher-quality securities.
· The average duration or maturity of the AST Lord Abbett Bond-Debenture Portfolio generally will be longer than that of the AST PIMCO Total Return Bond Portfolio, which in turn will be longer than that of the AST PIMCO Limited Maturity Bond Portfolio , and funds having longer average maturities or durations can be expected to be subject to a greater level of risk than shorter-term funds. As funds that invest primarily in high-quality fixed income securities, the level of risk to which the AST PIMCO Total Return Bond Portfolio and AST PIMCO Limited Maturity Bond Portfolio are subject can be expected to be less than most equity funds. Nonetheless, the fixed income securities held by these Portfolios can decline in value because of changes in their quality, in market interest rates, or for other reasons. While the complex fixed income securities invested in and investment practices engaged in by the AST PIMCO Total Return Bond Portfolio and AST PIMCO Limited Maturity Portfolio are designed to increase their return or hedge their investments, these securities and practices may increase the risk to which the Portfolios are subject.
· The AST Money Market Portfolio seeks to preserve the value of your investment at $1.00 per share, but it is still possible to lose money by investing in the Portfolio. For instance, the issuer or guarantor of a portfolio security or the other party to a contract could default on its obligation, and this could cause the Portfolios net asset value to fall below $1.00. An investment in the Portfolio is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. In addition, the income earned by the Portfolio will fluctuate based on market conditions, interest rates and other factors. In a low interest rate environment, the yield for the Portfolio after deduction of operating expenses may be negative, even though the yield before deducting such expenses is positive. A negative yield may also cause the Portfolios net asset value per share to fall below $1.00. The Investment Managers may decide to reimburse certain of these expenses to the Portfolio in order to maintain a positive yield, however they are under no obligation to do so and may cease doing so at any time without prior notice.
The bar charts show the performance of each Portfolio for each full calendar year the Portfolio has been in operation for up to the past ten years. The tables below each bar chart show each such Portfolios best and worst quarters during the periods included in the bar chart, as well as average annual total returns for each Portfolio for one, five, and ten years (or since inception, if shorter). This information provides some indication of each Portfolios risks by showing changes in performance from year to year and by comparing the Portfolios performance with that of a broad-based securities index.
26
The performance figures do not reflect any charges associated with the variable insurance contracts through which Portfolio shares are purchased; the performance figures would be lower if they did. All figures assume reinvestment of dividends. Past performance does not necessarily indicate how a Portfolio will perform in the future.
AST JPMORGAN INTERNATIONAL EQUITY PORTFOLIO*
Best Quarter |
|
Worst Quarter |
42.51 %, 4th quarter 1999 |
|
-19.79 %, 3rd quarter 1998 |
Average annual total returns
For
periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
||||
1 year |
|
|
11.01 |
% |
|
|
13.54 |
% |
|
5 year |
|
|
1.36 |
% |
|
|
4.55 |
% |
|
10 year |
|
|
7.22 |
% |
|
|
5.84 |
% |
|
* Between December 10, 2001 and February 23, 2004, the Portfolio was known as the AST Strong International Growth Portfolio. Between May 4, 1999 and December 10, 2001, the Portfolio was known as the AST AIM International Equity Portfolio.
AST WILLIAM BLAIR INTERNATIONAL GROWTH PORTFOLIO*
Best Quarter |
|
Worst Quarter |
59.16%, 4th quarter 1999 |
|
- 21.19%, 3rd quarter 2001 |
Average annual total returns
For
periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
||||
1 year |
|
|
16.56 |
% |
|
|
13.54 |
% |
|
5 year |
|
|
1.51 |
% |
|
|
4.55 |
% |
|
Since inception (1/2/97) |
|
|
8.29 |
% |
|
|
5.81 |
% |
|
* Prior to November 11, 2002, the Portfolio was known as the AST Janus Overseas Growth Portfolio.
27
AST LSV INTERNATIONAL VALUE PORTFOLIO*
Best Quarter |
|
Worst Quarter |
64.20%, 4th quarter 1999 |
|
-22.77 %, 2nd quarter 2000 |
Average
annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
||||
1 year |
|
|
13.71 |
% |
|
|
13.54 |
% |
|
5 year |
|
|
0.72 |
% |
|
|
4.55 |
% |
|
Since inception (5/2/95) |
|
|
5.77 |
% |
|
|
5.84 |
% |
|
* Between April 30, 2002 and November 19, 2004, the Portfolio was known as the AST DeAM International Equity Portfolio. Between October 15, 1996 and April 30, 2002, the Portfolio was known as the AST Founders Passport Portfolio.
Part of the historical performance of the Portfolio is due to purchases of securities sold in Initial Public Offerings (IPOs). The effect of IPOs on the Portfolios performance depends on a variety of factors including the number of IPOs that the Portfolio invests in, whether and to what extent a security purchased in an IPO appreciates in value, and the asset base of the Portfolio. There is no guarantee that the Portfolios investments in IPOs, if any, will continue to have a similar impact on the Portfolios performance.
AST MFS GLOBAL EQUITY PORTFOLIO
Best Quarter |
|
Worst Quarter |
15.32%, 2nd quarter 2003 |
|
-1 4.66%, 3rd quarter 2002 |
Average annual total
returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
7.57 |
% |
|
|
13.54 |
% |
|
|
9.49 |
% |
|
5 year |
|
|
5.05 |
% |
|
|
4.55 |
% |
|
|
2.18 |
% |
|
Since Inception (10/18/99) |
|
|
4.46 |
% |
|
|
3.13 |
% |
|
|
1.17 |
% |
|
28
AST SMALL-CAP GROWTH PORTFOLIO*
Best Quarter |
|
Worst Quarter |
79.79%, 4th quarter 1999 |
|
- 31.21%, 4th quarter 2000 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
Index:
|
|
||||||||
1 year |
|
|
1.49 |
% |
|
|
4.91 |
% |
|
|
4.55 |
% |
|
|
4.15 |
% |
|
5 year |
|
|
- 3.39 |
% |
|
|
0.54 |
% |
|
|
8.22 |
% |
|
|
2.28 |
% |
|
10 year |
|
|
3.35 |
% |
|
|
9.07 |
% |
|
|
9.26 |
% |
|
|
4.69 |
% |
|
* Between February 1, 2005 and April 30, 2005, the Portfolios Sub-advisor was BlackRock Advisors, Inc. Between May 1, 2004 and January 31, 2005, the Portfolio was known as the AST State Street Research Small-Cap Growth Portfolio .
** The Portfolio has changed its broad-based securities market index from the Standard & Poors 500 Index to the Russell 2000 Index because the Russell 2000 Index better reflects the composition of the Portfolio.
AST DeAM SMALL-CAP GROWTH PORTFOLIO*
Best Quarter |
|
Worst Quarter |
47.63 %, 3rd quarter 1999 |
|
-28.92 %, 3rd quarter 2001 |
Average annual total returns
For
periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
0.36 |
% |
|
|
4.55 |
% |
|
|
4.15 |
% |
|
5 year |
|
|
-3.13 |
% |
|
|
8.22 |
% |
|
|
2.28 |
% |
|
Since Inception (1/4/99) |
|
|
0.72 |
% |
|
|
8.29 |
% |
|
|
3.15 |
% |
|
* Prior to December 10, 2001, the Portfolio was known as the AST Scudder Small-Cap Growth Portfolio.
29
AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO
Best Quarter |
|
Worst Quarter |
35.55%, 2nd quarter 2003 |
|
- 32.24%, 3rd quarter 2001 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
9.44 |
% |
|
|
4.55 |
% |
|
|
4.15 |
% |
|
5 year |
|
|
5.11 |
% |
|
|
8.22 |
% |
|
|
2.28 |
% |
|
Since Inception (10/23/00) |
|
|
3.03 |
% |
|
|
7.41 |
% |
|
|
- 0.54 |
% |
|
AST GOLDMAN SACHS SMALL-CAP VALUE PORTFOLIO*
Best Quarter |
|
Worst Quarter |
22.89 %, 2nd quarter 1999 |
|
22.12 %, 3rd quarter 1998 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
4.98 |
% |
|
|
4.55 |
% |
|
|
4.71 |
% |
|
5 year |
|
|
12.49 |
% |
|
|
8.22 |
% |
|
|
13.55 |
% |
|
Since Inception (1/2/98) |
|
|
12.81 |
% |
|
|
6.87 |
% |
|
|
9.96 |
% |
|
* Prior to May 1, 2001, the Portfolio was known as the AST Lord Abbett Small Cap Value Portfolio.
30
AST SMALL-CAP VALUE PORTFOLIO*
Best Quarter |
|
Worst Quarter |
19.09 %, 2nd quarter 1999 |
|
19.88 %, 3rd quarter 1998 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
6.64 |
% |
|
|
4.55 |
% |
|
|
4.71 |
% |
|
5 year |
|
|
10.33 |
% |
|
|
8.22 |
% |
|
|
13.55 |
% |
|
Since Inception (1/2/97) |
|
|
9.75 |
% |
|
|
8.49 |
% |
|
|
12.19 |
% |
|
* Between October 23, 2000 and November 19, 2004, the Portfolio was known as the AST Gabelli Small-Cap Value Portfolio. Prior to October 23, 2000, the Portfolio was known as the AST T. Rowe Price Small Company Value Portfolio.
AST DeAM SMALL-CAP VALUE PORTFOLIO
Best Quarter |
|
Worst Quarter |
19.87 %, 2nd quarter 2003 |
|
4.36 %, 1st quarter 2003 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
1.19 |
% |
|
|
4.55 |
% |
|
|
4.71 |
% |
|
5 year |
|
|
n/a |
|
|
|
8.22 |
% |
|
|
13.55 |
% |
|
Since Inception (5/1/02) |
|
|
9.04 |
% |
|
|
9.19 |
% |
|
|
10.86 |
% |
|
31
AST GOLDMAN SACHS MID-CAP GROWTH PORTFOLIO*
Best Quarter |
|
Worst Quarter |
18.12 %, 2nd quarter 2003 |
|
27.14 %, 3rd quarter 2001 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
4.76 |
% |
|
|
12.56 |
% |
|
|
12.10 |
% |
|
5 year |
|
|
6.99 |
% |
|
|
8.60 |
% |
|
|
1.38 |
% |
|
Since Inception (5/1/00) |
|
|
12.73 |
% |
|
|
9.03 |
% |
|
|
2.54 |
% |
|
* Prior to November 11, 2002, the Portfolio was known as the AST Janus Mid-Cap Growth Portfolio.
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO*
Best Quarter |
|
Worst Quarter |
49.26 %, 4th quarter 1999 |
|
29.71 %, 3rd quarter 2001 |
Average annual total returns
For periods ended 12/31/
05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
13.49 |
% |
|
|
12.56 |
% |
|
|
12.10 |
% |
|
5 year |
|
|
2.57 |
% |
|
|
8.60 |
% |
|
|
1.38 |
% |
|
10 year |
|
|
7.18 |
% |
|
|
14.36 |
% |
|
|
9.27 |
% |
|
* Prior to May 1, 1998, the Portfolio was known as the Berger Capital Growth Portfolio.
32
AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO*
Best Quarter |
|
Worst Quarter |
15.95%, 4th quarter 1998 |
|
14.90%, 3rd quarter 2002 |
Average annual total returns
for periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
12.05 |
% |
|
|
12.56 |
% |
|
|
12.65 |
% |
|
5 year |
|
|
10.23 |
% |
|
|
8.60 |
% |
|
|
12.21 |
% |
|
10 year |
|
|
11.68 |
% |
|
|
14.36 |
% |
|
|
13.65 |
% |
|
* Prior to May 1, 1998, the Portfolio was known as the Federated Utility Income Portfolio.
AST MID-CAP VALUE PORTFOLIO*
Best Quarter |
|
Worst Quarter |
19.09%, 2nd quarter 2003 |
|
- 17.80%, 3rd quarter 2002 |
Average annual total returns
For periods ended 12/31/
05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
5.43 |
% |
|
|
4.91 |
% |
|
|
6.85 |
% |
|
5 year |
|
|
5.08 |
% |
|
|
0.54 |
% |
|
|
5.86 |
% |
|
Since Inception (10/23/00) |
|
|
5.07 |
% |
|
|
- 0.96 |
% |
|
|
5.99 |
% |
|
* Prior to December 5, 2005, the Portfolio was known as the AST Gabelli All-Cap Value Portfolio.
33
AST T. ROWE PRICE NATURAL RESOURCES PORTFOLIO
Best Quarter |
|
Worst Quarter |
19.85%, 4th quarter 2003 |
|
- 18.58%, 3rd quarter 2002 |
Average annual total returns
For periods ending 12/31/05
|
|
Portfolio |
|
Index:
|
|
||||
1 year |
|
|
31.40 |
% |
|
|
4.91 |
% |
|
5 year |
|
|
16.97 |
% |
|
|
0.54 |
% |
|
10 year |
|
|
15.54 |
% |
|
|
9.07 |
% |
|
AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO*
Best Quarter |
|
Worst Quarter |
28.30%, 4th quarter 1999 |
|
- 16.90%, 1st quarter 2001 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
16.42 |
% |
|
|
4.91 |
% |
|
|
5.26 |
% |
|
5 year |
|
|
- 2.16 |
% |
|
|
0.54 |
% |
|
|
- 3.58 |
% |
|
Since Inception (5/1/96) |
|
|
5.41 |
% |
|
|
8.65 |
% |
|
|
6.11 |
% |
|
* Prior to December 5, 2005 the Portfolio was known as the AllianceBernstein Large-Cap Growth Portfolio and prior to May 1, 2005, the Portfolio was known as the AST Alliance Growth Portfolio. T. Rowe Price began managing the Portfolios assets on December 5, 2005. Performance prior to that time is attributable to other Sub-advisors.
34
AST MFS GROWTH PORTFOLIO
Best Quarter |
|
Worst Quarter |
15.50%, 4th quarter 2001 |
|
- 22.43%, 3rd quarter 2001 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
6.32 |
% |
|
|
4.91 |
% |
|
|
5.26 |
% |
|
5 year |
|
|
- 4.04 |
% |
|
|
0.54 |
% |
|
|
- 3.58 |
% |
|
Since Inception (10/28/99) |
|
|
- 2.42 |
% |
|
|
0.15 |
% |
|
|
- 4.52 |
% |
|
AST MARSICO CAPITAL GROWTH PORTFOLIO
Best Quarter |
|
Worst Quarter |
36.36%, 4th quarter 1999 |
|
- 18.06%, 3rd quarter 2001 |
Average annual total returns
for periods ended 12/31/
05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
6.83 |
% |
|
|
4.91 |
% |
|
|
5.26 |
% |
|
5 year |
|
|
1.48 |
% |
|
|
0.54 |
% |
|
|
- 3.58 |
% |
|
Since Inception (12/22/97) |
|
|
9.02 |
% |
|
|
4.79 |
% |
|
|
2.24 |
% |
|
35
AST GOLDMAN SACHS CONCENTRATED GROWTH PORTFOLIO*
Best Quarter |
|
Worst Quarter |
33.97%, 4th quarter 1999 |
|
- 26.71%, 1st quarter 2001 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
3.32 |
% |
|
|
4.91 |
% |
|
|
5.26 |
% |
|
5 year |
|
|
- 8.44 |
% |
|
|
0.54 |
% |
|
|
- 3.58 |
% |
|
10 year |
|
|
6.70 |
% |
|
|
9.07 |
% |
|
|
6.73 |
% |
|
* Prior to November 11, 2002, the Portfolio was known as the AST JanCap Growth Portfolio.
AST DeAM LARGE-CAP VALUE PORTFOLIO*
Best Quarter |
|
Worst Quarter |
15.61%, 2nd quarter 2003 |
|
- 17.31%, 3rd quarter 2002 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
9.33 |
% |
|
|
4.91 |
% |
|
|
7.05 |
% |
|
5 year |
|
|
5.53 |
% |
|
|
0.54 |
% |
|
|
5.28 |
% |
|
Since Inception (10/23/00) |
|
|
5.01 |
% |
|
|
- 0.96 |
% |
|
|
5.33 |
% |
|
* Prior to May 1, 2002, the Portfolio was known as the AST Janus Strategic Value Portfolio.
36
AST LARGE-CAP VALUE PORTFOLIO*
Best Quarter |
|
Worst Quarter |
13.27%, 2nd quarter 2003 |
|
- 16.19%, 3rd quarter 2002 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
6.46 |
% |
|
|
4.91 |
% |
|
|
7.05 |
% |
|
5 year |
|
|
2.14 |
% |
|
|
0.54 |
% |
|
|
5.28 |
% |
|
10 year |
|
|
7.85 |
% |
|
|
9.07 |
% |
|
|
10.94 |
% |
|
* Prior to December 5, 2005, the Portfolio was known as the AST Hotchkis & Wiley Large-Cap Value Portfolio and prior to May 1, 2004, the Portfolio was known as the AST INVESCO Capital Income Portfolio.
AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO*
Best Quarter |
|
Worst Quarter |
15.51%, 2nd quarter 2003 |
|
- 18.87%, 3rd quarter 2002 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
5.51 |
% |
|
|
4.91 |
% |
|
|
7.05 |
% |
|
5 year |
|
|
n/a |
|
|
|
0.54 |
% |
|
|
5.28 |
% |
|
Since Inception (5/1/01) |
|
|
6.75 |
% |
|
|
1.70 |
% |
|
|
5.95 |
% |
|
* Prior to May 1 2005, the Portfolio was known as the AST Sanford Bernstein Core Value Portfolio.
37
AST COHEN & STEERS REALTY PORTFOLIO
Best Quarter |
|
Worst Quarter |
17.44%, 4th quarter 2004 |
|
- 10.76%, 3rd quarter 1998 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
14.82 |
% |
|
|
12.16 |
% |
|
|
14.00 |
% |
|
5 year |
|
|
18.11 |
% |
|
|
19.05 |
% |
|
|
19.15 |
% |
|
Since Inception (1/2/98) |
|
|
12.09 |
% |
|
|
11.45 |
% |
|
|
12.39 |
% |
|
* The NAREIT Equity REIT Index is an unmanaged, capitalization-weighted index of all equity real estate investment trusts. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The Since Inception return reflects the closest calendar month-end return.
** The Wilshire REIT index seeks to provide a broad representation of the U.S. real estate securities markets. In order to be included in the REIT index, a company must be an equity owner and operator of commercial or residential real estate and must generate at least 75% of its revenue from such assets. It also must meet minimum requirements for market capitalization and liquidity. Certain types of securities, such as mortgage REITs, are excluded, as are companies with more than 25% of their assets in direct mortgage investments. These returns do not include the effect of any investment management expenses. These returns would have been lower if they included the effect of these expenses. The Since Inception return reflects the closest calendar month-end return.
38
AST ALLIANCEBERNSTEIN MANAGED INDEX 500 PORTFOLIO*
Best Quarter |
|
Worst Quarter |
21.58%, 4th quarter 1998 |
|
- 17.53%, 3rd quarter 2002 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
||||
1 year |
|
|
3.54 |
% |
|
|
4.91 |
% |
|
5 year |
|
|
0.70 |
% |
|
|
0.54 |
% |
|
Since Inception (1/2/98) |
|
|
4.88 |
% |
|
|
4.79 |
% |
|
* Prior to May 1, 2005, the Portfolio was known as the AST Sanford Bernstein Managed Index 500 Portfolio. Prior to May 1, 2000, the Portfolio was known as the AST Bankers Trust Managed Index 500 Portfolio.
AST AMERICAN CENTURY INCOME & GROWTH PORTFOLIO*
Best Quarter |
|
Worst Quarter |
16.72 %, 4th quarter 1998 |
|
-1 7.11%, 3rd quarter 2002 |
Average annual total returns
For periods ended 12/31/0
5
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
4.63 |
% |
|
|
4.91 |
% |
|
|
6.27 |
% |
|
5 year |
|
|
2.18 |
% |
|
|
0.54 |
% |
|
|
1.07 |
% |
|
Since Inception (1/2/97) |
|
|
5.92 |
% |
|
|
7.63 |
% |
|
|
7.91 |
% |
|
* Prior to May 4, 1999, the Portfolio was known as the AST Putnam Value Growth and Income Portfolio.
39
AST ALLIANCE BERNSTEIN GROWTH & INCOME PORTFOLIO*
Best Quarter |
|
Worst Quarter |
17.89 %, 2nd quarter 2003 |
|
- 18.25%, 3rd quarter 2002 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
4.77 |
% |
|
|
4.91 |
% |
|
|
7.05 |
% |
|
5 year |
|
|
3.29 |
% |
|
|
0.54 |
% |
|
|
5.28 |
% |
|
10 year |
|
|
9.06 |
% |
|
|
9.07 |
% |
|
|
10.94 |
% |
|
* Prior to May 1, 2005, the Portfolio was known as the AST Alliance Growth and Income Portfolio. Prior to May 1, 2000, the Portfolio was known as the AST Lord Abbett Growth and Income Portfolio.
AST AMERICAN CENTURY STRATEGIC BALANCED PORTFOLIO
Best Quarter |
|
Worst Quarter |
14.12 %, 4th quarter 1998 |
|
-8.89 %, 3rd quarter 2002 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Blended Index (60%
|
|
||||||
1 year |
|
|
4.61 |
% |
|
|
4.91 |
% |
|
|
4.00 |
% |
|
5 year |
|
|
3.31 |
% |
|
|
0.54 |
% |
|
|
2.99 |
% |
|
Since Inception (1/2/97) |
|
|
6.56 |
% |
|
|
7.63 |
% |
|
|
7.53 |
% |
|
AST ADVANCED STRATEGIES PORTFOLIO*
* Since this Portfolio had not commenced operations as of December 31, 2005, no investment performance information is presented.
40
AST T. ROWE PRICE ASSET ALLOCATION PORTFOLIO
Best Quarter |
|
Worst Quarter |
12.45 %, 2nd quarter 2003 |
|
-10.47 %, 3rd quarter 2002 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
4.68 |
% |
|
|
4.91 |
% |
|
|
3.98 |
% |
|
5 year |
|
|
4.37 |
% |
|
|
0.54 |
% |
|
|
3.10 |
% |
|
10 year |
|
|
7.98 |
% |
|
|
9.07 |
% |
|
|
8.26 |
% |
|
AST GLOBAL ALLOCATION PORTFOLIO
Best Quarter |
|
Worst Quarter |
16.25%, 4th quarter 1999 |
|
-1 2.44%, 3rd quarter 2001 |
Average annual total
returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
Index:
|
|
||||||||
1 year |
|
|
6.94 |
% |
|
|
4.91 |
% |
|
|
5.47 |
% |
|
|
5.63 |
% |
|
5 year |
|
|
1.17 |
% |
|
|
0.54 |
% |
|
|
3.95 |
% |
|
|
4.01 |
% |
|
10 year |
|
|
6.17 |
% |
|
|
9.07 |
% |
|
|
8.01 |
% |
|
|
7.95 |
% |
|
* Between May 2, 2002 and April 29, 2005, the Portfolio was known as the AST DeAM Global Allocation Portfolio. Between May 4, 1999 to May 1, 2002, the Portfolio was known as the AST AIM Balanced Portfolio.
** The Portfolio has changed its secondary index to a new customized benchmark that better represents the composition of the Portfolio.
41
AST Aggressive Asset Allocation Portfolio*
AST Capital Growth Asset Allocation Portfolio*
AST Balanced Asset Allocation Portfolio*
AST Conservative Asset Allocation Portfolio*
AST Preservation Asset Allocation Portfolio*
* Since the Dynamic Asset Allocation Portfolios had not completed a full calendar year of operations as of the date of this Prospectus, no investment performance information is presented.
AST T. ROWE PRICE GLOBAL BOND PORTFOLIO*
Best Quarter |
|
Worst Quarter |
7.85% , 2nd quarter 2002 |
|
- 5.56%, 1st quarter 1999 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
||||
1 year |
|
|
- 4.49 |
% |
|
|
- 4.49 |
% |
|
5 year |
|
|
6.70 |
% |
|
|
6.81 |
% |
|
10 year |
|
|
4.01 |
% |
|
|
5.35 |
% |
|
* Prior to May 1, 1996, the Portfolio was known as the AST Scudder International Bond Portfolio.
42
AST HIGH YIELD PORTFOLIO*
Best Quarter |
|
Worst Quarter |
7.65 %, 2nd quarter 2003 |
|
- 7.35%, 4th quarter 2000 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
1.12 |
% |
|
|
2.83 |
% |
|
|
2.74 |
% |
|
5 year |
|
|
6.47 |
% |
|
|
8.76 |
% |
|
|
8.85 |
% |
|
10 year |
|
|
5.25 |
% |
|
|
6.80 |
% |
|
|
6.54 |
% |
|
* Prior to March 20, 2006, the Portfolio was known as the AST Goldman Sachs High Yield Portfolio and prior to May 1, 2004, the Portfolio was known as the AST Federated High Yield Portfolio.
** The Portfolio has changed its benchmark index to the version including a limitation of 2% of each issuer because it better reflects the composition of the Portfolio. In particular, the Portfolio generally maintains positions of 2% or less per issuer (although the Portfolio may hold positions of greater than that amount).
43
AST LORD ABBETT BOND-DEBENTURE PORTFOLIO
Best Quarter |
|
Worst Quarter |
6.91 %, 2nd quarter 2003 |
|
- 3.24%, 3rd quarter 2001 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
Index:
|
|
||||||
1 year |
|
|
1.16 |
% |
|
|
2.74 |
% |
|
|
2.38 |
% |
|
5 year |
|
|
5.95 |
% |
|
|
8.39 |
% |
|
|
7.60 |
% |
|
Since Inception (10/23/00) |
|
|
6.03 |
% |
|
|
7.76 |
% |
|
|
6.87 |
% |
|
* On May 1, 2005, the Portfolio changed its broad-based securities market index from the Standard & Poors 500 Index to the Merrill Lynch High Yield Index because the Merrill Lynch High Yield Index better reflects the composition of the Portfolio. The Portfolio has changed its benchmark index to the version including a limitation of 2% of each issuer because it better reflects the composition of the Portfolio. In particular, the Portfolio generally maintains positions of 2% or less per issuer (although the Portfolio may hold positions of greater than that amount).
** On May 1, 2005, the Portfolio added a customized benchmark index that represents the composition of the Portfolio. The Portfolio has changed one of the components of its customized benchmark index from the Lehman Brothers U.S. Corporate High Yield Bond Index to Lehman Brothers High Yield 2% Issuer Capped Index to better represent the composition of the Portfolio.
44
AST PIMCO TOTAL RETURN BOND PORTFOLIO
Best Quarter |
|
Worst Quarter |
6.22 %, 3rd quarter 2001 |
|
- 2.54%, 1st quarter 1996 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
||||
1 year |
|
|
2.50 |
% |
|
|
2.43 |
% |
|
5 year |
|
|
6.15 |
% |
|
|
5.87 |
% |
|
10 year |
|
|
6.34 |
% |
|
|
6.16 |
% |
|
AST PIMCO LIMITED MATURITY BOND PORTFOLIO
Best Quarter |
|
Worst Quarter |
2.83 %, 3rd quarter 2001 |
|
- 0.73%, 2nd quarter 2004 |
Average annual total returns
For periods ended 12/31/05
|
|
Portfolio |
|
Index:
|
|
||||
1 year |
|
|
1.63 |
% |
|
|
1.67 |
% |
|
5 year |
|
|
4.20 |
% |
|
|
3.67 |
% |
|
10 year |
|
|
4.98 |
% |
|
|
4.79 |
% |
|
45
AST MONEY MARKET PORTFOLIO*
Best Quarter |
|
Worst Quarter |
1.77%, 3rd quarter 2000 |
|
Up 0.13%, 4th quarter 2003 |
7-day yield (as of 12/31/05) |
|
3.57 % |
* Prior to December 5, 2005, Wells Capital Management served as Sub-advisor to the Portfolio and prior to September 22, 2001 J.P. Morgan Investment Management, Inc. served as Sub-advisor to the Portfolio.
46
FEES AND EXPENSES OF THE PORTFOLIOS:
The table below describes the fees and expenses that you may pay if you buy and hold shares of the Portfolios. Unless otherwise indicated, the expenses shown below are for the year ending December 31, 2005.
SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases |
|
N/A* |
Maximum Deferred Sales Charge (Load) |
|
N/A* |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends |
|
N/A* |
Redemption Fees |
|
N/A* |
Exchange Fee |
|
N/A* |
* Because shares of the Portfolios may be purchased through variable insurance products, the prospectus of the relevant product should be carefully reviewed for information on the charges and expenses of those products. This table does not reflect any such charges; and the expenses shown would be higher if such charges were reflected.
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Portfolio assets, in %):
Portfolio: |
|
|
|
Advisory Fees |
|
Other
|
|
Total Annual
|
|
||||||
AST JPMorgan International Equity |
|
|
0.88 |
|
|
|
0.19 |
|
|
|
1.07 |
|
|
||
AST William Blair International Growth (2)(3) |
|
|
1.00 |
|
|
|
0.18 |
|
|
|
1.18 |
|
|
||
AST LSV International Value (2)(3) |
|
|
1.00 |
|
|
|
0.26 |
|
|
|
1.26 |
|
|
||
AST MFS Global Equity |
|
|
1.00 |
|
|
|
0.26 |
|
|
|
1.26 |
|
|
||
AST Small-Cap Growth(2)(3) |
|
|
0.90 |
|
|
|
0.25 |
|
|
|
1.15 |
|
|
||
AST DeAM Small-Cap Growth (2)(3) |
|
|
0.95 |
|
|
|
0.20 |
|
|
|
1.15 |
|
|
||
AST Federated Aggressive Growth |
|
|
0.95 |
|
|
|
0.17 |
|
|
|
1.12 |
|
|
||
AST Goldman Sachs Small-Cap Value |
|
|
0.95 |
|
|
|
0.22 |
|
|
|
1.17 |
|
|
||
AST Small-Cap Value |
|
|
0.90 |
|
|
|
0.17 |
|
|
|
1.07 |
|
|
||
AST DeAM Small-Cap Value (2)(3) |
|
|
0.95 |
|
|
|
0.24 |
|
|
|
1.19 |
|
|
||
AST Goldman Sachs Mid-Cap Growth (2)(3) |
|
|
1.00 |
|
|
|
0.18 |
|
|
|
1.18 |
|
|
||
AST Neuberger Berman Mid-Cap Growth (2)(3) |
|
|
0.90 |
|
|
|
0.18 |
|
|
|
1.08 |
|
|
||
AST Neuberger Berman Mid-Cap Value (2)(3) |
|
|
0.89 |
|
|
|
0.14 |
|
|
|
1.03 |
|
|
||
AST Mid-Cap Value |
|
|
0.95 |
|
|
|
0.22 |
|
|
|
1.17 |
|
|
||
AST T. Rowe Price Natural Resources |
|
|
0.90 |
|
|
|
0.18 |
|
|
|
1.08 |
|
|
||
AST T. Rowe Price Large-Cap Growth(2)(3) |
|
|
0.90 |
|
|
|
0.21 |
|
|
|
1.11 |
|
|
||
AST MFS Growth (2)(3) |
|
|
0.90 |
|
|
|
0.18 |
|
|
|
1.08 |
|
|
||
AST Marsico Capital Growth (2)(3) |
|
|
0.90 |
|
|
|
0.13 |
|
|
|
1.03 |
|
|
||
AST Goldman Sachs Concentrated Growth(2) (3) |
|
|
0.90 |
|
|
|
0.16 |
|
|
|
1.06 |
|
|
||
AST DeAM Large-Cap Value (2)(3) |
|
|
0.85 |
|
|
|
0.22 |
|
|
|
1.07 |
|
|
||
AST Large-Cap Value (2)(3) |
|
|
0.75 |
|
|
|
0.16 |
|
|
|
0.91 |
|
|
||
AST AllianceBernstein Core Value |
|
|
0.75 |
|
|
|
0.19 |
|
|
|
0.94 |
|
|
||
AST Cohen & Steers Realty (2)(3) |
|
|
1.00 |
|
|
|
0.18 |
|
|
|
1.18 |
|
|
||
AST AllianceBernstein Managed Index 500 |
|
|
0.60 |
|
|
|
0.17 |
|
|
|
0.77 |
|
|
||
AST American Century Income & Growth |
|
|
0.75 |
|
|
|
0.18 |
|
|
|
0.93 |
|
|
||
AST AllianceBernstein Growth & Income(2)(3) |
|
|
0.75 |
|
|
|
0.13 |
|
|
|
0.88 |
|
|
||
AST American Century Strategic Balanced (2)(3) |
|
|
0.85 |
|
|
|
0.23 |
|
|
|
1.08 |
|
|
||
AST Advanced Strategies (2)(3) |
|
|
0.85 |
|
|
|
0.18 |
|
|
|
1.03 |
|
|
||
AST T. Rowe Price Asset Allocation (2)(3) |
|
|
0.85 |
|
|
|
0.23 |
|
|
|
1.08 |
|
|
||
AST Global Allocation(4)(6) |
|
|
0.86 |
|
|
|
0.23 |
|
|
|
1.09 |
|
|
||
AST Aggressive Asset Allocation(5)(6) |
|
|
1.04 |
|
|
|
0.29 |
|
|
|
1.33 |
|
|
||
AST Capital Growth Asset Allocation(5)(6) |
|
|
1.00 |
|
|
|
0.20 |
|
|
|
1.20 |
|
|
||
AST Balanced Asset Allocation(5)(6) |
|
|
0.95 |
|
|
|
0.20 |
|
|
|
1.15 |
|
|
||
AST Conservative Asset Allocation(5)(6) |
|
|
0.94 |
|
|
|
0.24 |
|
|
|
1.18 |
|
|
47
AST Preservation Asset Allocation(5)(6) |
|
|
0.89 |
|
|
|
0.38 |
|
|
|
1.27 |
|
|
AST T. Rowe Price Global Bond |
|
|
0.80 |
|
|
|
0.21 |
|
|
|
1.01 |
|
|
AST High Yield(2)(3) |
|
|
0.75 |
|
|
|
0.19 |
|
|
|
0.94 |
|
|
AST Lord Abbett Bond-Debenture(2) (3) |
|
|
0.80 |
|
|
|
0.17 |
|
|
|
0.97 |
|
|
AST PIMCO Total Return Bond (2)(3) |
|
|
0.65 |
|
|
|
0.15 |
|
|
|
0.80 |
|
|
AST PIMCO Limited Maturity Bond (2)(3) |
|
|
0.65 |
|
|
|
0.15 |
|
|
|
0.80 |
|
|
AST Money Market (2) |
|
|
0.50 |
|
|
|
0.13 |
|
|
|
0.63 |
|
|
(1) As noted above, shares of the Portfolios generally are purchased through variable insurance products. The Trust has entered into arrangements with the issuers of the variable insurance products offering the Portfolios under which the Trust compensates the issuers 0.10% for providing ongoing services to Portfolio shareholders in lieu of the Trust providing such services directly to shareholders. This 0.10% fee is not paid at the fund-of-funds level for the Asset Allocation Portfolios. Amounts paid under these arrangements are included under Other Expenses. See this Prospectus under Management of the TrustFees and Expenses: Other Expenses for more information.
(2) The Portfolios total actual annual operating expenses for the year ended December 31, 2005 were less than the amounts shown in the table due to fee waivers, reimbursement of expenses and expense offset arrangements (the Arrangements). The Arrangements are voluntary and may be terminated by American Skandia Investment Services, Inc. and Prudential Investments LLC (the Investment Managers) at any time without notice. In addition, the Arrangements may be modified periodically. After accounting for the Arrangements, the Portfolios actual annual operating expenses for the year ended December 31, 2005 were as follows:
Portfolio |
|
|
|
Expense (%) |
|
||
AST William Blair International Growth |
|
|
1.08 |
|
|
||
AST LSV International Value |
|
|
1.13 |
|
|
||
AST Small-Cap Growth |
|
|
1.07 |
|
|
||
AST DeAM Small-Cap Growth |
|
|
1.07 |
|
|
||
AST DeAM Small-Cap Value |
|
|
1.05 |
|
|
||
AST Goldman Sachs Mid-Cap Growth |
|
|
1.12 |
|
|
||
AST Neuberger Berman Mid-Cap Growth |
|
|
1.04 |
|
|
||
AST Neuberger Berman Mid-Cap Value |
|
|
1.01 |
|
|
||
AST T. Rowe Price Large-Cap Growth |
|
|
1.06 |
|
|
||
AST MFS Growth |
|
|
1.05 |
|
|
||
AST Marsico Capital Growth |
|
|
1.00 |
|
|
||
AST Goldman Sachs Concentrated Growth |
|
|
0.97 |
|
|
||
AST DeAM Large-Cap Value |
|
|
1.01 |
|
|
||
AST Large-Cap Value |
|
|
0.88 |
|
|
||
AST Cohen & Steers Realty |
|
|
1.09 |
|
|
||
AST AllianceBernstein Growth & Income |
|
|
0.85 |
|
|
||
AST American Century Strategic Balanced |
|
|
1.05 |
|
|
||
AST T. Rowe Price Asset Allocation |
|
|
1.04 |
|
|
||
AST High Yield |
|
|
0.93 |
|
|
||
AST Lord Abbett Bond-Debenture |
|
|
0.91 |
|
|
||
AST PIMCO Total Return Bond |
|
|
0.79 |
|
|
||
AST PIMCO Limited Maturity Bond |
|
|
0.76 |
|
|
||
AST Money Market |
|
|
0.58 |
|
|
48
(3) Some of the fee waivers, reimbursement of expenses and expense offset arrangements (the Arrangements) that were effective during 2005 have been modified or eliminated. Had the Arrangements in place as of January 1, 2006 been effective throughout 2005, the Portfolios total actual annual operating expenses for the year ended December 31, 2005 would have been as follows:
Portfolio |
|
|
|
Expense (%) |
|
||
AST JP Morgan International Equity |
|
|
1.07 |
|
|
||
AST William Blair International Growth |
|
|
1.08 |
|
|
||
AST LSV International Value |
|
|
1.26 |
|
|
||
AST Small-Cap Growth |
|
|
1.09 |
|
|
||
AST DeAM Small-Cap Growth |
|
|
1.07 |
|
|
||
AST DeAM Small-Cap Value |
|
|
1.06 |
|
|
||
AST Goldman Sachs Mid-Cap Growth |
|
|
1.15 |
|
|
||
AST Neuberger Berman Mid-Cap Growth |
|
|
1.03 |
|
|
||
AST Neuberger Berman Mid-Cap Value |
|
|
1.03 |
|
|
||
AST Mid-Cap Value |
|
|
1.17 |
|
|
||
AST T. Rowe Price Large-Cap Growth |
|
|
1.05 |
|
|
||
AST MFS Growth |
|
|
1.05 |
|
|
||
AST Marsico Capital Growth |
|
|
1.01 |
|
|
||
AST Goldman Sachs Concentrated Growth |
|
|
0.97 |
|
|
||
AST DeAM Large-Cap Value |
|
|
1.07 |
|
|
||
AST Large-Cap Value |
|
|
0.91 |
|
|
||
AST Cohen & Steers Realty |
|
|
1.18 |
|
|
||
AST American Century Strategic Balanced |
|
|
1.05 |
|
|
||
AST T. Rowe Price Asset Allocation |
|
|
1.08 |
|
|
||
AST High Yield |
|
|
0.90 |
|
|
||
AST Lord Abbett Bond-Debenture |
|
|
0.90 |
|
|
||
AST PIMCO Total Return Bond |
|
|
0.80 |
|
|
||
AST PIMCO Limited Maturity Bond |
|
|
0.78 |
|
|
(4) The AST Global Allocation Portfolio invests primarily in shares of other AST Portfolios (the Underlying Portfolios). The only management fee directly paid by the Portfolio is a 0.10% fee paid to the Investment Managers. The management fee shown in the chart for the Portfolio includes : (i) that 0.10% management fee paid by the Portfolio to the Investment Managers plus (ii) a weighted average estimate of the management fees paid by the Underlying Portfolios to the Investment Managers, which are borne indirectly by investors in the Portfolio. The weighted average estimate was calculated based on the percentage of the Portfolio invested in each Underlying Portfolio as of December 31, 2005 using the management fee rates shown in the chart above.
(5) Each Dynamic Asset Allocation Portfolio invests primarily in shares of one or more Underlying Portfolios. The only management fee directly paid by a Dynamic Asset Allocation Portfolio is a 0.15% fee paid to the Investment Managers. The management fee shown in the chart for each Dynamic Asset Allocation Portfolio includes: (i) the 0.15% management fee to be paid by the Dynamic Asset Allocation Portfolio to the Investment Managers plus (ii) a weighted average estimate of the management fees to be paid by the Underlying Portfolios to the Investment Managers, which are borne indirectly by investors in the Dynamic Asset Allocation Portfolio. Each weighted average estimate was calculated based on the percentage of the Portfolio invested in each Underlying Portfolio as of December 31, 2005 using the management fee rates shown in the chart above.
(6) The other expenses shown in the chart for each Asset Allocation Portfolio include: (i) an estimate of expenses other than management fees (other expenses) paid by the Asset Allocation Portfolio plus (ii) a weighted average estimate of the other expenses to be paid by the Underlying Portfolios, which are borne indirectly by investors in the Asset Allocation Portfolio. Each weighted average estimate of the other expenses paid by the Underlying Portfolios is calculated based on the percentage of the applicable Asset Allocation Portfolio invested in each Underlying Portfolio using the other expense rates shown in the chart above. Descriptions of the types of costs that are included as other expenses for the Asset Allocation Portfolios and the Underlying Portfolios are set forth under the caption Management of the TrustFees and Expenses: Other Expenses.
49
These examples are intended to help you compare the cost of investing in the Portfolios with the cost of investing in other mutual funds.
The Examples assume that you invest $10,000 in a Portfolio for the time periods indicated. The Examples also assume that your investment has a 5% return each year, that the Portfolios total operating expenses remain the same, and that no expense waivers and reimbursements are in effect. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
After: |
|
||||||||||||
Portfolio: |
|
|
|
1 yr. |
|
3 yrs. |
|
5 yrs. |
|
10 yrs. |
|
||||
AST JPMorgan International Equity |
|
$ |
109 |
|
$ |
340 |
|
$ |
590 |
|
$ |
1,306 |
|
||
AST William Blair International Growth |
|
120 |
|
375 |
|
649 |
|
1,432 |
|
||||||
AST LSV International Value |
|
128 |
|
400 |
|
692 |
|
1,523 |
|
||||||
AST MFS Global Equity |
|
128 |
|
400 |
|
692 |
|
1,523 |
|
||||||
AST Small-Cap Growth |
|
117 |
|
365 |
|
633 |
|
1,398 |
|
||||||
AST DeAM Small-Cap Growth |
|
117 |
|
365 |
|
633 |
|
1,398 |
|
||||||
AST Federated Aggressive Growth |
|
114 |
|
356 |
|
617 |
|
1,363 |
|
||||||
AST Goldman Sachs Small-Cap Value |
|
119 |
|
372 |
|
644 |
|
1,420 |
|
||||||
AST Small-Cap Value |
|
109 |
|
340 |
|
590 |
|
1,306 |
|
||||||
AST DeAM Small-Cap Value |
|
121 |
|
378 |
|
654 |
|
1,443 |
|
||||||
AST Goldman Sachs Mid-Cap Growth |
|
120 |
|
375 |
|
649 |
|
1,432 |
|
||||||
AST Neuberger Berman Mid-Cap Growth |
|
110 |
|
343 |
|
595 |
|
1,317 |
|
||||||
AST Neuberger Berman Mid-Cap Value |
|
105 |
|
328 |
|
569 |
|
1,259 |
|
||||||
AST Mid-Cap Value |
|
119 |
|
372 |
|
644 |
|
1,420 |
|
||||||
AST T. Rowe Price Natural Resources |
|
110 |
|
343 |
|
595 |
|
1,317 |
|
||||||
AST T. Rowe Price Large-Cap Growth |
|
113 |
|
353 |
|
612 |
|
1,352 |
|
||||||
AST MFS Growth |
|
110 |
|
343 |
|
595 |
|
1,317 |
|
||||||
AST Marsico Capital Growth |
|
105 |
|
328 |
|
569 |
|
1,259 |
|
||||||
AST Goldman Sachs Concentrated Growth |
|
108 |
|
337 |
|
585 |
|
1,294 |
|
||||||
AST DeAM Large-Cap Value |
|
109 |
|
340 |
|
590 |
|
1,306 |
|
||||||
AST Large-Cap Value |
|
93 |
|
290 |
|
504 |
|
1,120 |
|
||||||
AST AllianceBernstein Core Value |
|
96 |
|
300 |
|
520 |
|
1,155 |
|
||||||
AST Cohen & Steers Realty |
|
120 |
|
375 |
|
649 |
|
1,432 |
|
||||||
AST AllianceBernstein Managed Index 500 |
|
79 |
|
246 |
|
428 |
|
954 |
|
||||||
AST American Century Income & Growth |
|
95 |
|
296 |
|
515 |
|
1,143 |
|
||||||
AST AllianceBernstein Growth & Income |
|
90 |
|
281 |
|
488 |
|
1,084 |
|
||||||
AST American Century Strategic Balanced |
|
110 |
|
343 |
|
595 |
|
1,317 |
|
||||||
AST Advanced Strategies |
|
105 |
|
328 |
|
569 |
|
1,259 |
|
||||||
AST T. Rowe Price Asset Allocation |
|
110 |
|
343 |
|
595 |
|
1,317 |
|
||||||
AST Global Allocation |
|
111 |
|
347 |
|
601 |
|
1,329 |
|
||||||
AST Aggressive Asset Allocation |
|
135 |
|
421 |
|
729 |
|
1,601 |
|
||||||
AST Capital Growth Asset Allocation |
|
122 |
|
381 |
|
660 |
|
1,455 |
|
||||||
AST Balanced Asset Allocation |
|
117 |
|
365 |
|
633 |
|
1,398 |
|
||||||
AST Conservative Asset Allocation |
|
120 |
|
375 |
|
649 |
|
1,432 |
|
||||||
AST Preservation Asset Allocation |
|
129 |
|
403 |
|
697 |
|
1,534 |
|
||||||
AST T. Rowe Price Global Bond |
|
103 |
|
322 |
|
558 |
|
1,236 |
|
||||||
AST High Yield |
|
96 |
|
300 |
|
520 |
|
1,155 |
|
||||||
AST Lord Abbett Bond-Debenture |
|
99 |
|
309 |
|
536 |
|
1,190 |
|
||||||
AST PIMCO Total Return Bond |
|
82 |
|
255 |
|
444 |
|
990 |
|
||||||
AST PIMCO Limited Maturity Bond |
|
82 |
|
255 |
|
444 |
|
990 |
|
||||||
AST Money Market |
|
64 |
|
202 |
|
351 |
|
786 |
|
||||||
50
INVESTMENT OBJECTIVES AND POLICIES:
The investment objective, policies and limitations for each of the Portfolios are described below. While certain policies apply to all Portfolios, generally each Portfolio has a different investment objective and investment focus. As a result, the risks, opportunities and returns of investing in each Portfolio will differ. The investment objectives and policies of the Portfolios generally are not fundamental policies and may be changed by the Trustees without shareholder approval.
There can be no assurance that the investment objective of any Portfolio will be achieved. Risks relating to certain types of securities and instruments in which the Portfolios may invest are described in this Prospectus under Certain Risk Factors and Investment Methods.
If approved by the Trustees, the Trust may add more Portfolios and may cease to offer any existing Portfolios in the future.
AST JPMORGAN INTERNATIONAL EQUITY PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to seek capital growth by investing in a diversified portfolio of international equity securities.
Principal Investment Objectives and Risks:
The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in equity securities. The 80% investment requirement applies at the time the Portfolio invests its assets. Equity securities include common stocks, securities convertible into common stocks and securities having common stock characteristics or other derivative instruments whose value is based on common stocks, such as rights, warrants or options to purchase common stock, preferred stock, convertible preferred stock, convertible bonds, convertible debentures, convertible notes, depository receipts, futures contracts and swaps investments.
The Portfolio seeks to meet its investment objective by normally investing primarily in a diversified portfolio of equity securities of companies located or operating in developed non-U.S. countries and emerging markets of the world. The equity securities will ordinarily be traded on a recognized foreign securities exchange or traded in a foreign over-the-counter market in the country where the issuer is principally based, but may also be traded in other countries including the United States.
The Portfolio will normally diversify its investments among a variety of countries, regions and industry sectors, investing in several countries outside of the United States. However, the Portfolio may invest a substantial part of its assets in just one country. The Portfolio intends to invest in companies (or governments) in the following countries or regions: the Far East including Japan, Europe including the UK and other countries or areas that the Sub-advisor may select from time to time. The Portfolio may invest up to 15% of its total assets in securities of issuers located and operating primarily in emerging market countries.
As with any equity fund, the fundamental risk associated with the Portfolio is the risk that the value of the securities it holds might decrease. The prices of equity securities change in response to many factors, including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.
As a fund that invests primarily in the securities of foreign issuers, the risk and degree of share price fluctuation of the Portfolio may be greater than a fund investing primarily in domestic securities. The risks of investing in foreign securities, which are described in more detail below under Certain Risk Factors and Investment Methods, include political and economic conditions and instability in foreign countries, less available information about foreign companies, lack of strict financial and accounting controls and standards, less liquid and more volatile securities markets, and fluctuations in currency exchange rates. While the Portfolio may engage in transactions intended to hedge its exposure to fluctuations in foreign currencies, it does not normally do so. To the extent the Portfolio invests in securities of issuers in developing countries, the Portfolio may be subject to even greater levels of risk and share price fluctuation. Transaction costs are often higher in developing countries and there may be delays in settlement of transactions.
51
The Portfolio may invest up to 20% of its total assets in debt or preferred equity securities exchangeable for or convertible into marketable equity securities of foreign companies. In addition, the Portfolio may regularly invest up to 20% of its total assets in high-grade short-term debt securities, including U.S. Government obligations, investment grade corporate bonds or taxable municipal securities, whether denominated in U.S. dollars or foreign currencies. The Portfolio also may purchase and write (sell) covered call and put options on securities and stock indices. The Portfolio may also purchase and sell stock and interest rate futures contracts and options on these futures contracts. The purpose of these transactions is to hedge against changes in the market value of the Portfolios securities caused by changing interest rates and market conditions, and to close out or offset existing positions in options or futures contracts. The Portfolio may from time to time make short sales against the box.
Additional information about convertible securities, options, futures contracts and other investments that the Portfolio may make is included in this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. In addition to regularly investing up to 20% of its total assets in short-term debt securities as noted above, the Portfolio may hold all or a significant portion of its assets in cash, money market instruments, bonds or other debt securities in anticipation of or in response to adverse market conditions or for cash management purposes. While the Portfolio is in such a defensive position, the opportunity to achieve its investment objective of capital growth may be limited.
AST WILLIAM BLAIR INTERNATIONAL GROWTH PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to seek long-term growth of capital.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in securities of issuers that are economically tied to countries other than the United States. The 80% investment requirement applies at the time the Portfolio invests its assets.
The Portfolio pursues its objective primarily through investments in equity securities of issuers located outside the United States. Equity securities include common stocks, preferred stocks, warrants and securities convertible into or exchangeable for common or preferred stocks. The Portfolio has the flexibility to invest on a worldwide basis in companies and organizations of any size, regardless of country of organization or place of principal business activity.
Under normal circumstances, the Portfolio primarily invests in securities of issuers from at least five different countries, excluding the United States. Although the Portfolio intends to invest substantially all of its assets in issuers located outside the United States, it may at times invest in U.S. issuers and it may at times invest all of its assets in fewer than five countries or even a single country.
The Portfolio invests primarily in companies selected for their growth potential. The Sub-advisor generally takes a bottom up approach to choosing investments for the Portfolio. In other words, the Sub-advisor seeks to identify individual companies with earnings growth potential that may not be recognized by the market at large, regardless of where the companies are organized or where they primarily conduct business. Although themes may emerge in the Portfolio, securities are generally selected without regard to any defined allocation among countries, geographic regions or industry sectors, or other similar selection procedure. Current income is not a significant factor in choosing investments, and any income realized by the Portfolio will be incidental to its objective.
As with any fund investing primarily in equity securities, the fundamental risk associated with the Portfolio is the risk that the value of the equity securities it holds might decrease. Stock values may fluctuate in response to the activities of an individual company or in response to general market and/or economic conditions. As a fund that invests primarily in the securities of foreign issuers, the risk associated with the Portfolio may be greater than a fund investing primarily in domestic securities. For a further discussion of the risks involved in investing in foreign securities, see this Prospectus under Certain Risk Factors and Investment Methods. In addition, the Portfolio may invest to some degree in smaller or newer issuers, which are more likely to realize substantial growth as well as suffer significant losses than larger or more established issuers.
The Portfolio generally intends to purchase securities for long-term investment rather than short-term gains. However, short-term transactions may occur as the result of liquidity needs, securities having reached a desired price or yield,
52
anticipated changes in interest rates or the credit standing of an issuer, or by reason of economic or other developments not foreseen at the time the investment was made. To a limited extent, the Portfolio may purchase securities in anticipation of relatively short-term price gains. The Portfolio may also sell one security and simultaneously purchase the same or a comparable security to take advantage of short-term differentials in bond yields or securities prices.
Special Situations. The Portfolio may invest in special situations from time to time. A special situation arises when, in the opinion of the Sub-advisor, the securities of a particular issuer will be recognized and increase in value due to a specific development with respect to that issuer. Developments creating a special situation might include a new product or process, a technological breakthrough, a management change or other extraordinary corporate event, or differences in market supply of and demand for the security. Investment in special situations may carry an additional risk of loss in the event that the anticipated development does not occur or does not attract the expected attention.
The Portfolio may invest to a lesser degree in debt securities, including bonds rated below investment grade (junk bonds), mortgage and asset-backed securities and zero coupon, pay-in-kind and step coupon securities (securities that do not, or may not under certain circumstances, make regular interest payments).
The Portfolio may make short sales against the box. In addition, the Portfolio may invest in the following types of securities and engage in the following investment techniques:
Futures, Options and Other Derivative Instruments. The Portfolio may enter into futures contracts on securities, financial indices and foreign currencies and options on such contracts and may invest in options on securities, financial indices and foreign currencies, forward contracts and interest rate swaps and swap-related products (collectively derivative instruments). The Portfolio intends to use most derivative instruments primarily to hedge the value of its portfolio against potential adverse movements in securities prices, foreign currency markets or interest rates. To a limited extent, the Portfolio may also use derivative instruments for non-hedging purposes such as seeking to increase income. The Portfolio may also use a variety of currency hedging techniques, including forward currency contracts, to manage exchange rate risk with respect to investments exposed to foreign currency fluctuations.
Index/Structured Securities. The Portfolio may invest in indexed/structured securities, which typically are short-to intermediate-term debt securities whose value at maturity or interest rate is linked to currencies, interest rates, equity securities, indices, commodity prices or other financial indicators. Such securities may offer growth potential because of anticipated changes in interest rates, credit standing, currency relationships or other factors
For more information on the types of securities and instruments in which the Portfolio may invest and their risks, see this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. When the Sub-advisor believes that market conditions are not favorable for profitable investing or when the Sub-advisor is otherwise unable to locate favorable investment opportunities, the Portfolios investments may be hedged to a greater degree and/or its cash or similar investments may increase. In other words, the Portfolio does not always stay fully invested in stocks and bonds. The Portfolios cash and similar investments may include high-grade commercial paper, certificates of deposit, repurchase agreements and money market funds managed by the Sub-advisor. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of long-term growth of capital will be limited.
AST LSV INTERNATIONAL VALUE PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to seek capital growth.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in equity securities. The 80% requirement applies at the time the Portfolio invests its assets. Equity securities include common stocks, securities convertible into common stocks and securities having common characteristics or other derivative instruments whose value is based on common stocks such as rights, warrants or options to purchase common stock, preferred stock, convertible preferred stock, convertible bonds, convertible debentures, convertible notes, depository receipts, futures contracts and swaps.
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The Portfolio pursues its investment objective, under normal market conditions, by investing primarily in issuers located in developed countries outside the United States that are represented in the MSCI EAFE Index. The MSCI EAFE Index tracks stocks in Australia, Austria, Belgium, Denmark, Finland, France, Germany, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. The Sub-advisor uses proprietary quantitative investment models to manage the Portfolio in a bottom-up security selection approach combined with overall portfolio risk management. The primary components of the investment models are: 1) indicators of fundamental undervaluation, such as high dividend yield, low price-to-cash flow ratio or low price-to-earnings ratio, 2) indicators of past negative market sentiment, such as poor past stock price performance, 3) indicators of recent momentum, such as high recent stock price performance, and 4) control of incremental risk relative to the benchmark index. All such indicators are measured relative to the overall universe of non-U.S., developed market equities. This investment strategy can be described as a contrarian value approach. The objective of the strategy is to outperform the unhedged U.S. Dollar total return (net of foreign dividend withholding taxes) of the MSCI EAFE Index.
The Portfolio may invest in equity securities from any of the countries comprising the MSCI EAFE Index. The Portfolio will typically hold at least 100 stocks and the Sub-advisor will generally align the Portfolios country weightings with those of the MSCI EAFE Index. The Sub-advisor intends to keep the Portfolios assets as fully invested in non-U.S. equities as practicable at all times, except as needed to accommodate the Portfolios liquidity needs.
Like all equity securities, the market values of securities held by the Portfolio can fluctuate significantly, reflecting the business performance of the issuing company, investor perception or general economic or financial market movements. As a fund that invests primarily in the securities of foreign issuers, the risk and degree of share price fluctuation of the Portfolio may be greater than a fund investing primarily in domestic securities.
Investments in foreign securities involve different risks that U.S. investments, including fluctuations in currency exchange rates, unstable political and economic structures, reduced availability of public information, and lack of uniform financial reporting and regulatory practices such as those that apply to U.S. issuers. Foreign investments of the Portfolio may include securities issued by companies locating in developing countries. Developing countries are subject to more economic, political and business risk than major industrialized nations, and the securities they issue are expected to be more volatile and more uncertain as to payment of interest and principal.
For an additional discussion of the risks involved in foreign securities, see this Prospectus under Certain Risk Factors and Investment Methods.
Options, Financial Futures and Other Derivatives. The Portfolio may deal in options on securities and securities indices, which options may be listed for trading on a national securities exchange or traded over-the-counter. Options transactions may be used to pursue the Portfolios investment objective and also to hedge against currency and market risks, but are not intended for speculation. The Portfolio may engage in financial futures transactions on commodities exchanges or boards of trade in an attempt to hedge against market risks.
In addition to options and financial futures, the Portfolio may invest in a broad array of other derivative instruments, including forward currency transactions and swaps in an effort to manage investment risk, to increase or decrease exposure to an asset class or benchmark (as a hedge or to enhance return), or to create an investment position indirectly. The types of derivatives and techniques used by the Portfolio may change over time as new derivatives and strategies are developed or as regulatory changes occur.
Certain additional information about the other investments that the Portfolio may make and their risks is included below under Certain Risk Factors and Investment Methods.
Temporary Investments. Up to 100% of the assets of the Portfolio may be invested temporarily in cash or cash equivalents in response to extraordinary adverse political, economic or stock market events. Temporary investments may include U.S. or foreign government obligations, commercial paper, bank obligations, and repurchase agreements. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of capital growth will be limited.
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AST MFS GLOBAL EQUITY PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to seek capital growth.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its net assets in equity securities. The 80% investment requirement applies at the time the Portfolio invests its assets. Equity securities include common stocks, securities convertible into common stocks and securities having common stock characteristics or other derivative instruments whose value is based on common stocks, such as rights, warrants or options to purchase common stock, preferred stock, convertible preferred stock, convertible bonds, convertible debentures, convertible notes, depositary receipts, futures contracts and swaps. The Portfolio will invest in the securities of issuers located in the U.S. and foreign countries (including issuers in developing countries). The Portfolio may invest up to 100% of its net assets in the securities of issuers located in foreign countries.
The Portfolio focuses on companies that the Sub-advisor believes have favorable growth prospects and attractive valuations based on current and expected earnings or cash flow. The Portfolio generally seeks to purchase securities of companies with relatively large market capitalizations relative to the market in which they are traded. The Portfolios investments may include securities traded in over-the-counter markets, rather than on securities exchanges.
The Sub-advisor uses a bottom up, as opposed to top down, investment style in managing the Portfolio. This means that securities are selected based upon fundamental analysis of individual companies (such as analysis of the companies earnings, cash flows, competitive position and management abilities) by the Sub-advisor.
As a fund that invests primarily in common stocks, the value of the securities held by the Portfolio may decline, either because of changing economic, political or market conditions, or because of the economic condition of the company that issued the security. As a global fund that invests in both U.S. and foreign securities, the Portfolios level of risk may be lower than that of many international funds but higher than that of many domestic equity funds. The Portfolios investments in foreign stocks may cause the risk and degree of share price fluctuation of the Portfolio to be greater than a fund investing primarily in domestic securities. The risks of investing in foreign securities, which are described in more detail below under Certain Risk Factors and Investment Methods, include risks relating to political, social and economic conditions abroad, risks resulting from differing regulatory standards in non-U.S. markets, and fluctuations in currency exchange rates. To the extent the Portfolio invests in the securities of issuers in developing countries, the risks relating to investing in foreign securities likely will be accentuated. The Portfolio may also be subject to increased risk if it makes significant investments in securities traded over-the-counter, because such securities are frequently those of smaller companies that generally trade less frequently and are more volatile than the securities of larger companies.
Although the Portfolio will invest primarily in common stocks and related securities, the Portfolio may purchase and sell futures contracts and related options on securities indices, foreign currencies and interest rates for hedging and non-hedging purposes. The Portfolio may also enter into forward contracts for the purchase or sale of foreign currencies for hedging and non-hedging purposes. The Portfolio may purchase and write (sell) options on securities, stock indices and foreign currencies. The Portfolio may also purchase warrants.
For more information on some of the types of securities other than common stocks in which the Portfolio may invest, see this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. The Portfolio may depart from its principal investment strategy by temporarily investing for defensive purposes when adverse market, economic or political conditions exist. When investing for defensive purposes, the Portfolio may hold cash or invest in cash equivalents, such as short-term U.S. government securities, commercial paper and bank instruments. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective will be limited.
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AST SMALL-CAP GROWTH PORTFOLIO:
Investment Objective: The investment objective of the Portfolio (formerly, the AST State Street Research Small-Cap Growth Portfolio) is long-term capital growth.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in small capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets.
The Portfolio normally pursues its objective by investing primarily in the common stocks of small-capitalization companies. For purposes of the Portfolio, small-capitalization companies are generally those that have market capitalizations no larger than the largest capitalized company included in the Russell 2000® Growth Index at the time of the Portfolios investment. The size of the companies in the Russell 2000® Growth Index and those on which the Sub-advisors intend to focus the Portfolios investments will change with market conditions.
The assets of the Portfolio are independently managed by two Sub-advisors under a multi-manager structure. Pursuant to the multi-manager structure, the Investment Manager of the Portfolio determines and allocates a portion of the Portfolios assets to each of the Sub-advisors. The allocations will be reviewed by the Investment Manager periodically, and the allocations may be altered or adjusted by the Investment Manager without prior notice. Such adjustments will be reflected in the annual update to this prospectus.
Although each Sub-advisor will follow the Portfolios policy of investing, under normal circumstances, at least 80% of the Portfolios assets in small capitalization companies, each Sub-advisor expects to utilize different investment strategies to achieve the Portfolios objective of long-term capital growth. The current asset allocations and principal investment strategies for each of the Sub-advisors is summarized below.
Neuberger Berman Management Inc. (NB Management) is responsible for managing approximately 50% of the Portfolios assets. The Sub-advisor will look for companies with strong business franchises that are likely to sustain long-term rates of earnings growth for a three-to five-year time horizon and companies with stock prices that the market has undervalued relative to the value of similar companies and that offer excellent potential to appreciate over a three-to five-year time horizon. In choosing companies, the Sub-advisor will also consider the companys overall business qualities. These qualities include the companys profitability and cash flow, financial condition, insider ownership, and stock valuation. In selecting companies that the Sub-advisor believes may have greater potential to appreciate in price, it will invest the Portfolio in smaller companies that are under-followed by major Wall Street brokerage houses and large asset management firms.
Eagle Asset Management (Eagle) uses extensive fundamental research to seek out rapidly growing, under-researched small cap companies trading at reasonable valuations. Such companies typically have accelerating earnings growth, a high or expanding return on equity, a competent management team with a strong ownership incentive and a positive catalyst such as an exciting new product, a management change or other restructuring.
Securities will generally be sold if they reach what is believed to be an unsustainable valuation, if their fundamentals deteriorate, if the original investment thesis proves to be incorrect or if the industry dynamics have negatively changed.
Because the Portfolio invests primarily in common stocks, the primary risk of investing in the Portfolio is that the value of the stocks it holds might decrease, and you could lose money. The prices of the securities in the Portfolios will fluctuate. These price movements may occur because of changes in the financial markets as a whole, a companys individual situation or industry changes. These risks are greater for companies with smaller market capitalizations because they tend to have more limited product lines, markets and financial resources and may be dependent on a smaller management group than larger, more established companies.
The Portfolio may invest to a lesser degree in types of securities other than common stocks, including preferred stocks, warrants, and convertible securities.
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In addition, the Portfolio may invest in the following types of securities and engage in the following investment techniques:
Foreign Securities. The Portfolio may invest up to 15% of its total assets in foreign securities. The Portfolio may invest directly in foreign securities denominated in foreign currencies, or may invest through depositary receipts or passive foreign investment companies. Generally, the same criteria are used to select foreign securities as domestic securities. American Depository Receipts and foreign issuers traded in the United States are not considered to be Foreign Securities for purposes of this investment limitation.
Futures, Options and Other Derivative Instruments. The Portfolio may enter into futures contracts on securities, financial indices and foreign currencies and options on such contracts, and may invest in options on securities, financial indices and foreign currencies, forward contracts and interest rate swaps and swap-related products (collectively derivative instruments). The Portfolio may use derivative instruments to hedge the value of its portfolio against potential adverse movements in securities prices, currency exchange rates or interest rates.
For more information on the types of securities other than common stocks in which the Portfolio may invest, see this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. When the Sub-advisor believes that market conditions are not favorable for profitable investing or when the Sub-advisor is otherwise unable to locate favorable investment opportunities, the Portfolios investments may be hedged to a greater degree and/or its cash or similar investments may increase. In other words, the Portfolio does not always stay fully invested in stocks and other equity securities. The Portfolios cash and similar investments may include high-grade commercial paper, certificates of deposit, repurchase agreements and money market funds managed by the Sub-advisor or others. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of capital growth will be limited.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in small capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets.
The Portfolio pursues its investment objective, under normal market conditions, by investing primarily in the equity securities of small sized companies included in the Russell 2000® Growth Index. Equity securities include common stocks and securities convertible into or exchangeable for common stocks, including warrants and rights. The Sub-advisor employs an investment strategy that seeks to maintain a portfolio of equity securities which approximates the market risk of those stocks included in the Russell 2000® Growth Index, but which outperforms the Russell 2000® Growth Index through active stock selection. The Russell 2000® Growth Index is a market capitalization index that measures the performance of small-sized companies with above average growth prospects. As of February 28, 2006, the average market capitalization of the companies in the Russell 2000® Growth Index was $1.28 billion and the median market capitalization was $646 million. The size of the companies in the Russell 2000® Growth Index will change with market conditions. The targeted tracking error of this Portfolio is 4% with a standard deviation of +/- 4%. It is possible that the deviation may be higher. For purposes of this Portfolio, the strategy of attempting to correlate a stock portfolios market risk with that of a particular index, in this case the Russell 2000® Growth Index, while improving upon the return of the same index through active stock selection, is called a managed alpha strategy.
The Sub-advisor generally takes a bottom-up approach to building the Portfolio, searching for individual companies that demonstrate the best potential for significant returns. The allocation to industries and capitalization is targeted to be similar to that of the Russell 2000® Growth Index. The Sub-advisor considers a number of factors in considering whether to invest in a growth stock, including earnings growth rate, analysts estimates of future earnings and industry-relative price multiples. Other factors are net income growth versus cash flow growth as well as earnings and price momentum. In the selection of investments, long-term capital appreciation will take precedence over short range market fluctuations. However, the Portfolio may occasionally make investments for short-term capital appreciation.
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Like all common stocks, the market values of the common stocks held by the Portfolio can fluctuate significantly, reflecting the business performance of the issuing company, investor perception or general economic or financial market movements. Because of the Portfolios focus on the stocks of smaller growth companies, investment in the Portfolio may involve substantially greater than average share price fluctuation and investment risk. A fund focusing on growth stocks will generally involve greater risk and share price fluctuation than a fund investing primarily in value stocks. While the Portfolio attempts to outperform the Russell 2000® Growth Index, the Portfolio also may under-perform the Russell 2000® Growth Index over short or extended periods.
In addition, investments in securities of smaller companies are generally considered to offer greater opportunity for appreciation and to involve greater risk of depreciation than securities of larger companies. Smaller companies often have limited product lines, markets or financial resources, and they may be dependent upon one or a few key people for management. Because the securities of small-cap companies are not as broadly traded as those of larger companies, they are often subject to wider and more abrupt fluctuations in market price. Additional reasons for the greater price fluctuations of these securities include the less certain growth prospects of smaller firms and the greater sensitivity of small companies to changing economic conditions.
In addition to investing in common stocks, the Portfolio may also invest to a limited degree in preferred stocks and debt securities when they are believed by the Sub-advisor to offer opportunities for capital growth. Other types of securities in which the Portfolio may invest include:
Foreign Securities. The Portfolio may invest in securities of foreign issuers in the form of depositary receipts or that are denominated in U.S. dollars. Foreign securities in which the Portfolio may invest include any type of security consistent with its investment objective and policies. The prices of foreign securities may be more volatile than those of domestic securities.
Options, Financial Futures and Other Derivatives. The Portfolio may deal in options on securities and securities indices, which options may be listed for trading on a national securities exchange or traded over-the-counter. Options transactions may be used to pursue the Portfolios investment objective and also to hedge against currency and market risks, but are not intended for speculation. The Portfolio may engage in financial futures transactions on commodities exchanges or boards of trade in an attempt to hedge against market risks.
In addition to options and financial futures, the Portfolio may invest in a broad array of other derivative instruments in an effort to manage investment risk, to increase or decrease exposure to an asset class or benchmark (as a hedge or to enhance return), or to create an investment position indirectly. The types of derivatives and techniques used by the Portfolio may change over time as new derivatives and strategies are developed or as regulatory changes occur.
Additional information about the other investments that the Portfolio may make and their risks is included below under Certain Risk Factors and Investment Methods.
Temporary Investments. When a defensive position is deemed advisable because of prevailing market conditions, the Portfolio may invest without limit in high grade debt securities, commercial paper, U.S. Government securities or cash or cash equivalents, including repurchase agreements. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of maximum capital growth will be limited.
AST FEDERATED AGGRESSIVE GROWTH PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to seek capital growth.
Principal Investment Policies and Risks:
The Portfolio pursues its investment objective by investing primarily in the stocks of small companies that are traded on national security exchanges, NASDAQ stock exchange and on the over-the-counter market. As noted earlier small companies will be defined as companies with market capitalizations similar to companies in the Russell 2000® Index or the Standard & Poors Small Cap 600 Index. Such definition will be applied at the time of investment and the Portfolio will not be required to sell a stock because the company has grown outside the market capitalization range of small capitalization stocks. Up to 25% of the Portfolios net assets may be invested in foreign securities, which are typically denominated in foreign currencies. Solely for purposes of complying with this policy an issuer's security will be considered to be a foreign
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security if the security is denominated in a foreign currency or purchased on a securities exchange outside the United States. Certain securities not included in this definition of foreign securities may still be subject to risks of foreign investing that are described in this prospectus. For example, an issuer that is organized in an offshore jurisdiction but who has its principal place of business or whose securities are traded principally on a securities exchange in the United States will not be considered a foreign security for purposes of this policy but may still be subject to risks associated with foreign securities.
The Sub-advisors process for selecting investments is bottom-up and growth-oriented. There is an emphasis on individual stock selection rather than trying to time the highs and lows of the market or concentrating in certain industries or sectors. The Sub-advisor assesses individual companies from the perspective of a long-term investor. The Sub-advisor seeks to purchase stocks of companies that it believes: are profitable and leaders in the industry; have distinct products and services which address substantial markets; can rapidly grow annual earnings over the next three to five years; or have superior proven management and solid balance sheets.
As with any fund investing primarily in equity securities, the Portfolio is subject to the risk that the value of equity securities in the Portfolio will decline. These declines may occur in the form of a sustained trend or a drastic movement. The prices of individual portfolio stocks will fluctuate because of factors specific to that company or because of changes in stock valuations generally.
Because of the Portfolios emphasis on small company growth stocks, the Portfolio will likely be subject to a degree of risk and share price fluctuation greater than that of many other equity funds. Generally, the smaller the market capitalization of a company, the fewer the number of shares traded daily, the less liquid its stock and the more volatile its price. Companies with smaller market capitalizations also tend to have unproven track records, a limited product or service base and limited access to capital.
Due to their relatively high valuations, growth stocks are typically more volatile than value stocks. For instance, the price of a growth stock may experience a larger decline on a forecast of lower earnings, a negative fundamental development, or an adverse market development. Further, growth stocks may not pay dividends or may pay lower dividends than value stocks. This means they depend more on price changes for returns and may be more adversely affected in a down market compared to value stocks that pay higher dividends. In addition, the Portfolios level of risk and share price fluctuation may increase to the extent it emphasizes investments in the securities of foreign companies.
Short Sales . The Portfolio may make short sales of securities listed on one or more national exchanges or on the NASDAQ stock exchange. A short sale means selling a security the Portfolio does not own to take advantage of an anticipated decline in the stocks price. Once the Portfolio sells the security short, it has an obligation to replace the borrowed security. If it can buy the security back at a lower price, a profit results. In no event will the Portfolio engage in short sales transactions if it would cause the market value of all of the Portfolios securities sold short to exceed 25% of its net assets. The value of the securities of any one issuer that may be shorted by the Portfolio is limited to the lesser of 2% of the value of the Portfolios net assets or 2% of the securities of any class of the issuer. The Portfolio may also sell short against the box, i.e., the Portfolio owns securities identical to those sold short. Short sales against the box are not subject to the 25% limitation. A capital gain is recognized immediately upon entering into a short sale against the box with respect to an appreciated security. Short sales are speculative in nature, and may reduce returns or increase volatility.
The Portfolio may attempt to manage market risk and cash by buying and selling financial futures contracts and options. This may include the purchase of futures contracts as a substitute for direct investments in stocks. It may also include the purchase and sale of options to protect against general declines in stock prices. Additional information on the types of securities in which the Portfolio may invest, including futures contracts, options, Exchange Traded Funds and foreign securities, including American Depositary Receipts, is included in this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. The Portfolio may temporarily depart from its principal investment strategies by investing its assets in cash and short-term debt securities and similar obligations. It may do this to minimize potential losses and maintain liquidity to meet shareholder redemptions during adverse market conditions. When the Portfolio is in such a defensive position, the ability to achieve its investment objective of capital growth may be limited.
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AST GOLDMAN SACHS SMALL-CAP VALUE PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to seek long-term capital growth.
Principal Investment Policies and Risks:
The Portfolio will seek its objective, under normal circumstances, through investments primarily in equity securities of small capitalization companies that are believed to be undervalued in the marketplace. Typically, in choosing stocks, the Sub-advisor looks for companies using the Sub-advisors value investment philosophy. The Sub-advisor seeks to identify well-positioned businesses that have attractive returns on capital, sustainable earnings and cash flow, and strong company management focused on long-term returns to shareholders as well as attractive valuation opportunities where the intrinsic value is not reflected in the stock price.
Price and Prospects. All successful investing should thoughtfully weigh two important attributes of a stock: price and prospects. Since most value managers tend to focus almost exclusively on price, they often underestimate the importance of prospects. The Sub-Advisor believes a companys prospective ability to generate high cash flow and returns on capital will strongly influence investment success.
Uncertainty creates opportunity. Some stock price declines truly reflect a permanently disadvantaged business model. These stocks are the value traps that mire price-oriented investors. Other stock price declines merely reflect near-term market volatility. Through our proprietary research and strong valuation discipline, the Sub-Advisor seeks to purchase well-positioned, cash generating businesses run by shareholder-oriented managements at a price low enough to provide a healthy margin of safety.
Avoiding value traps. The Sub-Advisor believes the key to successful investing in the small cap value space is to avoid the losers or value traps. Academic studies have shown that small cap value has historically outperformed other asset classes, but with higher volatility and less liquidity. By focusing on stock selection within sectors and avoiding the losers, we believe we can participate in the long-term performance of small cap value with much less risk than other managers.
The Portfolio has a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in small capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets. The Portfolio generally defines small capitalization companies as companies with a capitalization of $4 billion or less. The Portfolio may invest up to 25% of its assets in foreign securities.
Although the Portfolio typically will hold a large number of securities and follow a relatively conservative value-driven investment strategy, the Portfolio does entail above-average investment risk and share price fluctuation compared to the overall U.S. stock market. The small capitalization companies in which the Portfolio primarily invests may offer significant appreciation potential. However, smaller companies may carry more risk than larger companies. Generally, small companies rely on limited product lines, markets and financial resources, and these and other factors may make them more susceptible to setbacks or economic downturns. Smaller companies normally have fewer shares outstanding and trade less frequently than large companies. Therefore, the securities of smaller companies may be subject to wider price fluctuations.
The Portfolio may engage in various portfolio strategies to reduce certain risks of its investments and to enhance income, but not for speculation. The Portfolio may purchase and write (sell) put and covered call options on equity securities or stock indices that are traded on national securities exchanges. The Portfolio may purchase and sell stock index futures for certain hedging and risk management purposes. New financial products and risk management techniques continue to be developed and the Portfolio may use these new investments and techniques to the extent consistent with its investment objective and policies.
The Portfolio may invest up to 25% of its net assets (at the time of investment) in securities (of the type described above) that are primarily traded in foreign countries. The Portfolio may enter into forward foreign currency exchange contracts in connection with its investments in foreign securities. The Portfolio also may purchase foreign currency put options and write foreign currency call options on U.S. exchanges or U.S. over-the-counter markets. The Portfolio may write a call option on a foreign currency only in conjunction with a purchase of a put option on that currency.
The Portfolio also may invest in preferred stocks and bonds that either have attached warrants or are convertible into common stocks.
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Additional information about these investments and investment techniques and their risks is included below under Certain Risk Factors and Investment Methods.
Temporary Investments. For temporary defensive purposes or pending other investments, the Portfolio may invest in high-quality, short-term debt obligations of banks, corporations or the U.S. Government. While the Portfolio is in a defensive position, its ability to achieve its investment objective of long-term capital growth will be limited.
AST SMALL-CAP VALUE PORTFOLIO:
Principal Investment Policies and Risks:
The Portfolio has a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its net assets in small capitalization companies. The 80% requirement applies at the time the Portfolio invests its assets. For purposes of the Portfolio, small capitalization companies are generally those that have market capitalizations, at the time of purchase, not exceeding the greater of: (i) $3 billion or (ii) the largest capitalized company included in the Russell 2000® Index during the previous 12 months based on month-end data.
The assets of the Portfolio are independently managed by four Sub-advisors under a multi-manager structure. Pursuant to the multi-manager structure, the Investment Managers of the Portfolio determine and allocate a portion of the Portfolios assets to each of the Sub-advisors. The allocations will be reviewed by the Investment Managers periodically, and the allocations may be altered or adjusted by the Investment Managers without prior notice. Such adjustments will be reflected in the annual update to this prospectus.
Although each Sub-advisor will follow the Portfolios policy of investing, under normal circumstances, at least 80% of the Portfolios assets in small capitalization companies, each Sub-advisor expects to utilize different investment strategies to achieve the Portfolios objective of long-term capital growth. The current asset allocations and principal investment strategies for each of the Sub-advisors is summarized below:
J.P. Morgan was responsible, as of February 28, 2006, for managing approximately 58% of the Portfolios assets. This Sub-advisor follows a three-step process. First, a rigorous quantitative model is used to evaluate the prospects of each company in the investable universe and rank each companys relative attractiveness within its economic sector based on a number of factors including valuation and improving fundamentals. Next, the results of the quantitative model are reviewed and modified based on the fundamental stock and industry insights of the sector specific research and portfolio management teams. Finally, a disciplined, systematic portfolio construction process is employed to overweight the stocks that are the most attractive and underweight those stocks that are the least attractive, based on the rankings from the first two steps, while trying to minimize uncompensated risks relative to the benchmark.
Lee Munder was responsible, as of February 28, 2006, for managing approximately 15% of the Portfolios assets. This Sub-advisor seeks the stocks of companies whose current stock prices do not appear to adequately reflect their underlying value as measured by assets, earnings, cash flow or business franchises. The Sub-advisors research team seeks to identify companies that appear to be undervalued by various measures, and may be temporarily out of favor, but have good prospects for capital appreciation. In selecting investments, the Sub-advisor generally looks to the following: (1) Low price/earnings, price/book value or total capitalization/cash flow ratios relative to the companys peers; (2) Low stock price relative to a companys underlying asset values; (3) A sound balance sheet and other positive financial characteristics. The Sub-advisor then determines whether there is an emerging catalyst that will focus investor attention on the underlying assets of the company, such as takeover efforts, a change in management, or a plan to improve the business through restructuring or other means.
SaBAM was responsible, as of February 28, 2006, for managing approximately 9% of the Portfolios assets. SaBAM emphasizes individual security selection while spreading the Portfolios investments among industries and sectors. SaBAM uses both quantitative and fundamental methods to identify stocks of smaller capitalization companies it believes have a high probability of outperforming other stocks in the same industry or sector. SaBAM uses quantitative parameters to select a universe of smaller capitalized companies that fit the Portfolios general investment criteria. In selecting individual securities from within this range, the Sub-advisor looks for value attributes, such as low stock price relative to earnings,
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book value and cash flow and high return on invested capital. SaBAM also uses quantitative methods to identify catalysts and trends that might influence the Portfolios industry or sector focus, or the Sub-advisors individual security selection.
Dreman was responsible, as of February 28, 2006, for managing approximately 18% of the Portfolios assets. Dremans investment objective is to provide a total return greater than that of the benchmark over time, to protect client capital during market downturns and to stay consistent in our low price-to-earnings ratio, contrarian value approach to investment management, while taking into consideration dividend yield. Dreman will seek to attain superior returns by using a contrarian value investment approach
Dreman believes that it can attain superior performance by adhering to an investment strategy that is disciplined and has a demonstrated record of success. Dremans investment strategy emphasizes stocks that offer unique investment values. The criterion used to identify such stocks include below average price-to-earnings, price-to-book, and/or price-to-cash flow ratios and above average dividend yields. Over the last 25 years, extensive studies, which date as far back as the 1930s, conducted by David Dreman and affiliates of Dreman, have led the Dreman to conclude that consistently applying disciplined value strategies yields superior long-term total returns.
The contrarian value strategy employed by Dreman has been developed and refined over a 25-year period of active investment management. The investment process starts with a quantitative screening process that identifies both undervalued and overvalued stocks. It is not difficult to construct such lists of over- and under-valued stocks from figures readily available in major newspapers, magazines and on-line databases. However, mere cheapness or expensiveness seldom achieves results that are consistently superior and obtained without needless risks. The quantitative screening outlined below reflects the process for identifying a universe of stocks to purchase.
The Dremans primary screening criteria will be to screen for low price-to-earnings ratio stocks because of its belief in their superior performance characteristics. After low price-to-earnings ratio, Dreman will then consider the price-to-book value and price-to-cash flow relationship. Dreman intends to concentrate its investments in companies whose market prices are low in relation to price-to-earnings ratio, book value and cash flow in order to buy solid assets and value, rather than paying a high price for a concept or fad. Another characteristic that Dreman will seek to identify in the securities it invests in is relatively low or sharply declining institutional ownership. Dreman believes that this factor indicates that such stocks are falling out of favor with Wall Street's point of view and are becoming cheap.
Dreman believes its approach is conservative in nature and, accordingly, it will stress companies that possess strong financial positions. It intends to closely analyze debt-to-capital ratios to see if there is a manageable amount of debt on a companys balance sheet, with a goal of identifying companies with no more than 50% to 60% of its total capital composed of debt. Dreman intends to spend considerable time looking at cash and current ratios, with a goal of determining whether potential investments have strong staying power, and can self-finance themselves should the need arise. Dreman intends to invest in strong companies and not speculate on weak stocks or potential bankruptcies, unless there are special circumstances.
The last major characteristic Dreman will seek is an above-average dividend yield. Dreman believes that high yield is a crucial indicator of investment success. An affiliate of Dreman has performed studies which demonstrates that stocks with the lowest 20 percent of price-to-earnings ratios usually yield more than twice as much as companies with the highest 20 percent. Furthermore, Dreman believes that the dividend growth rate of low price-to-earnings ratio stocks tends to be much greater than average. In Dremans model portfolio, the importance of dividends becomes a critical factor in total return in down-market periods. It is Dremans experience that an above-average dividend yield gives a portfolio a strong defensive characteristic. Furthermore, Dreman has concluded that dividends not only provide most of any return in such periods, but the above-average dividend yield also provides strong protection in down markets. Dreman targets a portfolio yield of at least one-half of 1% above the S&P 500, that will increase steadily over time. An above-average dividend yield also can provide investors with a very strong hedge against future inflation. Some equity managers tend to downplay the importance of dividends and buy portfolios yielding less than the market. However, it is Dremans contention that approximately half of longer-term stock returns historically have been provided by dividends. In a volatile market environment, such as the current one, dividend yield can lower the portfolios volatility.
After having refined the portfolio candidate universe to a manageable group of promising stocks, Dreman will then apply rigorous, bottom-up, fundamental analysis. All of its research will be done in-house, and final decisions will be made by David Dreman, Dremans Chief Investment Officer.
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Dreman believes that there is a large universe of low price-to-earnings ratio, price-to-cash flow ratio and price-to-book value ratio companies trading in the marketplace. Many low price-to-earnings ratio companies deserve to be selling where they are, as they have serious competitive problems, are in declining industries, or are simply mismanaged. Dreman will try to avoid problematical low price-to-earnings ratio stocks and concentrate on those stocks that have shown above-average earnings growth on both a five- and ten-year basis. Dremans experience is that it has been more successful by owning profitable companies, rather than trying to discover turnarounds. The problem with turnarounds is that the investor has to be right on two calls: first, one must be able to pick the survivors; second, one must be right on the timing of purchases or else the investment may be unrewarding for a very long period. Dreman believes that it is essential to apply careful and sophisticated analytical techniques to each stock in the low price-to-earnings ratio universe to identify those with fundamental strength, and though the screening process helps in the analysis there is no substitute for careful fundamental analysis. Dreman intends to cull stocks from its portfolio when companies have financial problems, structural deficiencies, management issues, lack of financial transparency, etc.
The Portfolio may sell securities for a variety of reasons, such as to secure gains, limit losses or re-deploy assets into more promising opportunities. The Portfolio will not sell a stock just because the company has grown to a market capitalization beyond that which the Portfolio considers to be small-cap, and it may on occasion purchase companies with a market cap greater than that which the Portfolio considers to be more than small-cap.
As with all stock funds, the Portfolios share price can fall because of weakness in the securities market as a whole, in particular industries or in specific holdings. Investing in small companies involves greater risk of loss than is customarily associated with more established companies. Stocks of small companies may be subject to more abrupt or erratic price movements than larger company stocks. Small companies often have limited product lines, markets, or financial resources, and their management may lack depth and experience. While a value approach to investing is generally considered to involve less risk than a growth approach, investing in value stocks carries the risks that the market will not recognize the stocks intrinsic value for a long time, or that a stock judged to be undervalued may actually be appropriately priced.
Although the Portfolio will invest primarily in U.S. common stocks, it may also purchase other types of securities, for example, preferred stocks, convertible securities, warrants and bonds when considered consistent with the Portfolios investment objective and policies. The Portfolio may purchase preferred stock for capital appreciation where the issuer has omitted, or is in danger of omitting, payment of the dividend on the stock. Debt securities would be purchased in companies that meet the investment criteria for the Portfolio.
The Portfolio may invest up to 20% of its total assets in foreign securities, including American Depositary Receipts and securities of companies in developing countries, and may enter into forward foreign currency exchange contracts (the Portfolio may invest in foreign cash items in excess of this 20% limit). The Portfolio may enter into stock index or currency futures contracts (or options thereon) for hedging purposes or to provide an efficient means of regulating the Portfolios exposure to the equity markets. The Portfolio may also write (sell) call and put options and purchase put and call options on securities, financial indices, and currencies. The Portfolio may invest up to 10% of its total assets in hybrid instruments, which combine the characteristics of futures, options and securities. For additional information about these investments and their risks, see this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. Up to 100% of the assets of the Portfolio may be invested temporarily in cash or cash equivalents in response to extraordinary adverse political, economic or stock market events. Temporary investments may include U.S. or foreign government obligations, commercial paper, bank obligations, and repurchase agreements. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of capital growth will be limited.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in small capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets.
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The Portfolio pursues its investment objective, under normal market conditions, by investing primarily in the equity securities of small-sized companies included in the Russell 2000® Value Index. Equity securities include common stocks and securities convertible into or exchangeable for common stocks, including warrants and rights. As noted earlier the Sub-advisor employs an investment strategy that seeks to maintain a portfolio of equity securities which approximates the market risk of those stocks included in the Russell 2000® Value Index, but which outperforms the Russell 2000® Value Index through active stock selection. The Russell 2000® Value Index is a market capitalization index that measures the performance of small-sized companies trading at discounts to their value. The size of the companies in the Russell 2000® Value Index will change with market conditions. The targeted tracking error of this Portfolio is 4% with a standard deviation of +/ - 4%. It is possible that the deviation may be higher. For purposes of this Portfolio, the strategy of attempting to correlate a stock portfolios market risk with that of a particular index, in this case the Russell 2000® Value Index, while improving upon the return of the same index through active stock selection, is called a managed alpha strategy.
The Sub-advisor generally takes a bottom-up approach to building the Portfolio, searching for individual companies that demonstrate the best potential for significant returns. The allocation to industries and capitalization is targeted to be similar to that of the Russell 2000® Value Index. The Sub-advisor considers a number of factors in determining whether to invest in a value stock, including earnings growth rate, analysts estimates of future earnings and industry-relative price multiples. Other factors are net income growth versus cash flow growth as well as earnings and price momentum. In the selection of investments, long-term capital appreciation will take precedence over short range market fluctuations. However, the Portfolio may occasionally make investments for short-term capital appreciation.
Like all common stocks, the market values of the common stocks held by the Portfolio can fluctuate significantly, reflecting the business performance of the issuing company, investor perception or general economic or financial market movements. Because of the Portfolios focus on the stocks of small-cap companies, investment in the Portfolio may involve substantially greater than average share price fluctuation and investment risk. While value investing historically has involved less risk than investing in growth companies, investing in value stocks carries the risk that the market will not recognize the stocks intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced. While the Portfolio attempts to outperform the Russell 2000® Value Index, the Portfolio also may under-perform the Russell 2000® Value Index over short or extended periods.
In addition, investments in securities of smaller companies are generally considered to offer greater opportunity for appreciation and to involve greater risk of depreciation than securities of larger companies. Smaller companies often have limited product lines, markets or financial resources, and they may be dependent upon one or a few key people for management. Because the securities of small-cap companies are not as broadly traded as those of larger companies, they are often subject to wider and more abrupt fluctuations in market price. Additional reasons for the greater price fluctuations of these securities include the less certain growth prospects of smaller firms and the greater sensitivity of small companies to changing economic conditions.
In addition to investing in common stocks, the Portfolio may also invest to a limited degree in preferred stocks and debt securities when they are believed by the Sub-advisor to offer opportunities for capital growth. Other types of securities in which the Portfolio may invest include:
Foreign Securities. The Portfolio may invest in securities of foreign issuers in the form of depositary receipts or that are denominated in U.S. dollars. Foreign securities in which the Portfolio may invest include any type of security consistent with its investment objective and policies. The prices of foreign securities may be more volatile than those of domestic securities.
Options, Financial Futures and Other Derivatives. The Portfolio may deal in options on securities and securities indices, which options may be listed for trading on a national securities exchange or traded over-the-counter. Options transactions may be used to pursue the Portfolios investment objective and also to hedge against currency and market risks, but are not intended for speculation. The Portfolio may engage in financial futures transactions on commodities exchanges or boards of trade in an attempt to hedge against market risks.
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In addition to options and financial futures, the Portfolio may invest in a broad array of other derivative instruments in an effort to manage investment risk, to increase or decrease exposure to an asset class or benchmark (as a hedge or to enhance return), or to create an investment position indirectly. The types of derivatives and techniques used by the Portfolio may change over time as new derivatives and strategies are developed or as regulatory changes occur.
Additional information about the other investments that the Portfolio may make and their risks is included below under Certain Risk Factors and Investment Methods.
Temporary Investments . When a defensive position is deemed advisable because of prevailing market conditions, the Portfolio may invest without limit in high grade debt securities, commercial paper, U.S. Government securities or cash or cash equivalents, including repurchase agreements. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of maximum capital growth will be limited.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in medium capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets.
The Portfolio pursues its objective by investing primarily in equity securities selected for their growth potential. Equity securities include common stocks, preferred stocks, warrants and securities convertible into or exchangeable for common or preferred stocks. For purposes of the Portfolio, as previously noted, medium-sized companies are those whose market capitalizations (measured at the time of investment) fall within the range of companies in the Russell Midcap® Growth Index. The Sub-advisor generally takes a bottom up approach to choosing investments for the Portfolio. In other words, the Sub-advisor seeks to identify individual companies with earnings growth potential that may not be recognized by the market at large. The Sub-advisor makes this assessment by looking at companies one at a time, regardless of size, country of organization, place of principal business activity, or other similar selection criteria.
Because the Portfolio may invest substantially all of its assets in equity securities, the main risk of investing in the Portfolio is that the value of the equity securities it holds might decrease. Stock values may fluctuate in response to the activities of an individual company or in response to general market or economic conditions. As a fund that invests primarily in mid-cap companies, the Portfolios risk and share price fluctuation can be expected to be more than that of many funds investing primarily in large-cap companies, but less than that of many funds investing primarily in small-cap companies. In general, the smaller the company, the more likely it is to suffer significant losses as well as to realize substantial growth. Smaller companies may lack depth of management, they may be unable to generate funds necessary for growth or potential development, or they may be developing or marketing products or services for which there are not yet, and may never be, established markets. In addition, such companies may be subject to intense competition from larger companies, and may have more limited trading markets than the markets for securities of larger issuers.
The Portfolio generally intends to purchase securities for long-term investment rather than short-term gains. However, short-term transactions may occur as the result of liquidity needs, securities having reached a desired price or yield, anticipated changes in interest rates or the credit standing of an issuer, or by reason of economic or other developments not foreseen at the time the investment was made. To a limited extent, the Portfolio may purchase securities in anticipation of relatively short-term price gains. The Portfolio may also sell one security and simultaneously purchase the same or a comparable security to take advantage of short-term differentials in bond yields or securities prices.
Special Situations. The Portfolio may invest in special situations. A special situation arises when, in the opinion of the Sub-advisor, the securities of a particular company will be recognized and appreciate in value due to a specific development, such as a technological breakthrough, management change or new product at that company. Investment in special situations carries an additional risk of loss in the event that the anticipated development does not occur or does not attract the expected attention.
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Although the Sub-advisor expects to invest primarily in domestic and foreign equity securities, the Portfolio may also invest to a lesser degree in other types of securities, such as debt securities. Debt securities may include bonds rated below investment grade (junk bonds), mortgage and-asset backed securities and zero coupon, pay-in-kind and step coupon securities.
The Portfolio may make short sales against the box. In addition, the Portfolio may invest in the following types of securities and engage in the following investment techniques:
Index/structured Securities. The Portfolio may invest in indexed/structured securities, which typically are short- to intermediate-term debt securities whose value at maturity or interest rate is linked to currencies, interest rates, equity securities, indices, commodity prices or other financial indicators. Such securities may be positively or negatively indexed (i.e., their value increase or decrease if the reference index or instrument appreciates).
Foreign Securities. The Portfolio may invest up to 25% of its net assets in foreign securities denominated in foreign currencies and not publicly traded in the United States. The Portfolio may invest directly in foreign securities denominated in a foreign currency, or may invest through depositary receipts or passive foreign investment companies. Generally, the same criteria are used to select foreign securities as domestic securities. Foreign securities are generally selected on a stock-by-stock basis without regard to any defined allocation among countries or geographic regions. However, certain factors such as expected levels of inflation, government policies influencing business conditions, the outlook for currency relationships, and prospects for economic growth among countries, regions or geographic areas may warrant greater consideration in selecting foreign securities.
For more information on foreign securities and their risks, see this Prospectus under Certain Risk Factors and Investment Methods.
Futures, Options and Other Derivative Instruments. The Portfolio may enter into futures contracts on securities, financial indices and foreign currencies and options on such contracts and may invest in options on securities, financial indices and foreign currencies, forward contracts and interest rate swaps and swap-related products (collectively derivative instruments). The Portfolio may use derivative instruments to hedge or protect its portfolio from adverse movements in securities prices, currency exchange rates, and interest rates. To a limited extent, the Portfolio may also use derivative instruments for non-hedging purposes such as seeking to enhance return.
For more information on the types of securities in which the Portfolio may invest, see this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. When the Sub-advisor believes that market conditions are unfavorable for profitable investing, or when the Sub-advisor is otherwise unable to locate attractive investment opportunities, the Portfolios cash or similar investments may increase. In other words, the Portfolio does not always stay fully invested in stocks. Even when the Portfolio is essentially fully invested, some residual amount of Portfolio assets may remain in cash and similar investments. These investments may include commercial paper, certificates of deposit, repurchase agreements, short-term debt obligations, and money market funds (including funds managed by the Sub-advisor). When the Portfolios investments in cash or similar investments increase, the opportunity to achieve its investment objective of long-term growth of capital may be limited.
AST NEUBERGER BERMAN MID-CAP GROWTH PORTFOLIO:
On October 28, 2005, shareholders of AST Alger All-Cap Growth Portfolio approved the reorganization of such Portfolio into AST Neuberger Berman Mid-Cap Growth Portfolio. The reorganization was completed in December 2005.
Investment Objective: The investment objective of the Portfolio is to seek capital growth.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in common stocks mid-capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets.
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Generally, as noted earlier, companies with equity market capitalizations that fall within the range of the Russell Midcap® Index at the time of investment are considered mid-cap companies for purposes of the Portfolio. The Portfolio seeks to reduce risk by diversifying among many companies, industries and sectors.
The Sub-advisor employs a disciplined investment strategy when selecting growth stocks. Using fundamental research and quantitative analysis, the Sub-advisor looks for fast-growing companies with above average sales and competitive returns on equity relative to their peers. In doing so, the Sub-advisor analyzes such factors as: financial condition (such as debt to equity ratio); market share and competitive leadership of the companys products; earnings growth relative to competitors; and market valuation in comparison to a stocks own historical norms and the stocks of other mid-cap companies.
The Sub-advisor follows a disciplined selling strategy, and may sell a stock when it fails to perform as expected, or when other opportunities appear more attractive. As with any fund investing primarily in equity securities, the Portfolio is subject to the risk that the value of the equity securities in the Portfolio will decline.
As a fund that invests primarily in mid-cap companies, the Portfolios risk and share price fluctuation can be expected to be more than that of many funds investing primarily in large-cap companies, but less than that of many funds investing primarily in small-cap companies. Mid-cap stocks may fluctuate more widely in price than the market as a whole, may underperform other types of stocks when the market or the economy is not robust, or fall in price or be difficult to sell during market downturns. In addition, the Portfolios growth investment program will generally involve greater risk and price fluctuation than funds that invest in more undervalued securities. Because the prices of growth stocks tend to be based largely on future expectations, these stocks historically have been more sensitive than value stocks to bad economic news and negative earnings surprises.
Although equity securities are normally the Portfolios primary investments, it may invest in preferred stocks and convertible securities, as well as the types of securities described below. Additional information about these investments and the special risk factors that apply to them is included in this Prospectus under Certain Risk Factors and Investment Methods.
Fixed Income Securities. The Portfolio may also invest in investment grade fixed income or debt securities. If the quality of any fixed income securities held by the Portfolio deteriorates so that they are no longer investment grade, the Portfolio will sell such securities in an orderly manner so that its holdings of such securities do not exceed 5% of its net assets.
Foreign Securities. The Portfolio may invest up to 10% of the value of its total assets, measured at the time of investment, in equity and debt securities that are denominated in foreign currencies. There is no limitation on the percentage of the Portfolios assets that may be invested in securities of foreign companies that are denominated in U.S. dollars. In addition, the Portfolio may enter into foreign currency transactions, including forward foreign currency contracts and options on foreign currencies, to manage currency risks, to facilitate transactions in foreign securities, and to repatriate dividend or interest income received in foreign currencies.
Covered Call Options. The Portfolio may try to reduce the risk of securities price or exchange rate changes (hedge) or generate income by writing (selling) covered call options against securities held in its portfolio, and may purchase call options in related closing transactions.
Real Estate Investment Trusts (REITs) . The Portfolio may invest in REITs. REITs are pooled investment vehicles which invest primarily in real estate or real estate loans. Additional information about these investments and the special risk factors that apply to them is included in this Prospectus and the Trusts SAI under Certain Risk Factors and Investment Methods.
Temporary Investments. When the Portfolio anticipates unusual market or other conditions, it may temporarily depart from its objective of capital growth and invest substantially in high-quality short-term investments. This could help the Portfolio avoid losses but may mean lost opportunities.
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AST NEUBERGER BERMAN MID-CAP VALUE PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to seek capital growth.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in medium capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets.
Generally, a s noted earlier, companies with equity market capitalizations that fall within the range of the Russell Midcap® Index at the time of investment are considered mid-cap companies for purposes of the Portfolio. Some of the Portfolios assets may be invested in the securities of large-cap companies as well as in small-cap companies. The Portfolio seeks to reduce risk by diversifying among many companies and industries.
Under the Portfolios value-oriented investment approach, the Sub-advisor looks for well-managed companies whose stock prices are undervalued and that may rise in price before other investors realize their worth. The Sub-advisor may identify value stocks in several ways, including based on earnings, book value or other financial measures. Factors that the Sub-advisor may use to identify these companies include strong fundamentals, including a low price-to-earnings ratio, consistent cash flow, and a sound track record through all phases of the market cycle.
The Sub-advisor may also look for other characteristics in a company, such as a strong position relative to competitors, a high level of stock ownership among management, or a recent sharp decline in stock price that appears to be the result of a short-term market overreaction to negative news.
The Sub-advisor generally considers selling a stock when it reaches a target price, when the fundamentals fail to perform as expected, or when other opportunities appear more attractive.
As a fund that invests primarily in mid-cap companies, the Portfolios risk and share price fluctuation can be expected to be more than that of many funds investing primarily in large-cap companies, but less than that of many funds investing primarily in small-cap companies. Mid-cap stocks may fluctuate more widely in price than the market as a whole, may underperform other types of stocks when the market or the economy is not robust, or fall in price or be difficult to sell during market downturns. While value investing historically has involved less risk than investing in growth companies, the stocks purchased by the Portfolio will remain undervalued during a short or extended period of time. This may happen because value stocks as a category lose favor with investors compared to growth stocks, or because the Sub-advisor failed to anticipate which stocks or industries would benefit from changing market or economic conditions.
Although equity securities are normally the Portfolios primary investment, it may invest in preferred stocks and convertible securities, as well as the types of securities described below. Additional information about these investments and the special risk factors that apply to them is included in this Prospectus under Certain Risk Factors and Investment Methods.
Fixed Income Securities. The Portfolio may also invest in fixed income or debt securities. The Portfolio may invest up to 15% of its total assets, measured at the time of investment, in debt securities that are rated below investment grade or comparable unrated securities. There is no minimum rating on the fixed income securities in which the Portfolio may invest.
Foreign Securities. The Portfolio may invest up to 10% of the value of its total assets, measured at the time of investment, in equity and debt securities that are denominated in foreign currencies. There is no limitation on the percentage of the Portfolios assets that may be invested in securities of foreign companies that are denominated in U.S. dollars. In addition, the Portfolio may enter into foreign currency transactions, including forward foreign currency contracts and options on foreign currencies, to manage currency risks, to facilitate transactions in foreign securities, and to repatriate dividend or interest income received in foreign currencies.
Covered Call Options. The Portfolio may try to reduce the risk of securities price changes (hedge) or generate income by writing (selling) covered call options against securities held in its portfolio, and may purchase call options in related closing transactions. The value of securities against which options will be written will not exceed 10% of the Portfolios net assets.
Real Estate Investment Trusts (REITs) . The Portfolio may invest in REITs. REITs are pooled investment vehicles which invest primarily in real estate or real estate loans. Additional information about these investments and the special risk factors that apply to them is included in this Prospectus and the Trusts SAI under Certain Risk Factors and Investment Methods.
Temporary Investments. When the Portfolio anticipates unusual market or other conditions, it may temporarily depart from its objective of capital growth and invest substantially in high-quality short-term investments. This could help the Portfolio avoid losses but may mean lost opportunities.
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Principal Investment Strategies and Risks:
The Portfolio has a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its net assets in mid-capitalization companies. The 80% requirement applies at the time the Portfolio invests its assets. For purposes of the Portfolio, as noted earlier, mid-capitalization companies are generally those that have market capitalizations, at the time of purchase, within the range of companies included in the Russell Midcap® Value Index during the previous 12 months based on month-end data.
The assets of the Portfolio are independently managed by two Sub-advisors under a multi-manager structure. Pursuant to the multi-manager structure, the Investment Managers of the Portfolio determine and allocate a portion of the Portfolios assets to each of the Sub-advisors. The allocations will be reviewed by the Investment Managers periodically, and the allocations may be altered or adjusted by the Investment Managers without prior notice. Such adjustments will be reflected in the annual update to this prospectus.
Although each Sub-advisor will follow the Portfolios policy of investing, under normal circumstances, at least 80% of the Portfolios assets in mid-capitalization companies, each Sub-advisor expects to utilize different investment strategies to achieve the Portfolios objective of capital growth. The current asset allocations and principal investment strategies for each of the Sub-advisors is summarized below:
WEDGE is responsible for managing approximately 50% of the Portfolios assets. This Sub-advisor normally employs a traditional value style, bottom-up investment discipline that is intended to help identify stocks that are undervalued relative to their long term normalized earnings capability. WEDGE first employs two proprietary, fundamentally based screening models, using publicly available data on all eligible companies. The Fundamental Value Model identifies those stocks with the greatest potential for profit, based on projected earnings quality, dividend yields, and forward price/earnings ratios. In an effort to avoid financially unsound companies, WEDGE then employs the Financial Quality Model, which focuses on liquidity, profitability, and leverage factors. Stocks are ranked by both models for relative attractiveness, with approximately 37% of the initial universe becoming eligible for subsequent research.
Finally, WEDGE focuses on those companies that meet its value and financial parameters. WEDGEs research analysts employ comprehensive qualitative analysis to identify stocks with unrecognized value. Areas of emphasis include independent earnings forecasts and financial statement analysis, an evaluation of free cash flow generation and return on invested capital, absolute and relative valuations, industry analysis and competitive positioning along with an in-depth assessment of company management. All potential additions to the portfolio are reviewed and approved by the firms Investment Policy Committee. The Sub-advisors decision to sell a stock is as highly disciplined as the decision to buy. Stocks are sold when fair valuation is reached, the original investment thesis has deteriorated, an upgrade opportunity develops or, with limited flexibility when warranted, the stocks Fundamental Value Model ranking falls to a predetermined level.
EARNEST is responsible for managing approximately 50% of the Portfolios assets. This Sub-advisor expects to focus primarily on companies with a market capitalization between $1 billion and $20 billion at time of purchase. This Sub-advisor normally employs a fundamental, bottom-up investment process. The first step in EARNESTs investment process is to screen the relevant universe to identify stocks that are likely to outperform based on their financial characteristics and the current environment. Using an approach called Return Pattern Recognition, the Sub-advisor seeks to identify the financial and market characteristics that have been in place when an individual company has produced outstanding performance. These characteristics include valuation measures, market trends, operating trends, growth measures, profitability measures, and macroeconomics. The Sub-advisor screens thousands of companies and selects for an in-depth fundamental review those exhibiting the set of characteristics that it believes indicate outperformance. The screening process allows the Sub-advisor to review thousands of companies and focus on those considered the best prospects.
Next, the approximately 150 best companies identified in the screening process are put through a second more rigorous review. In this step, EARNEST develops and tests an investment thesis for each company. The test generally includes conversations with the companys management team and industry specialists, review of the companys financial reports, analysis of industry and company-specific studies, and independent field research. The Sub-advisor seeks companies in attractive industries with developed strategies, talented and honest management teams, sufficient funding, and strong financial results. The Sub-advisor eliminates from consideration any company that does not pass an exhaustive fundamental analysis.
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The final step in EARNESTs investment process is to construct a portfolio that includes those stocks expected to have the best performance and that effectively manages the risk of meaningfully underperforming the assigned benchmark. The Sub-advisor uses a statistical approach called downside deviation to measure and then constrain the likelihood of significantly underperforming the benchmark. Using this information, the Sub-advisor selects investments that blend together to manage downside risk. The result is a client portfolio of approximately 60 stocks with high expected excess returns and limited risk of meaningful underperformance. This Sub-advisor expects to focus on purchasing companies that have a market capitalization at the time of purchase between $1 and $20 billion, and expects to typically sell holdings whose market capitalizations have grown to more than twice the upper limit for purchase (i.e., whose market capitalization have grown to $40 billion).
As with all stock funds, the Portfolios share price can fall because of weakness in the securities market as a whole, in particular industries or in specific holdings. Investing in mid-cap companies involves greater risk of loss than is customarily associated with more established companies. Stocks of mid-cap companies may be subject to more abrupt or erratic price movements than larger company stocks. Mid-cap companies often have limited product lines, markets, or financial resources, and their management may lack depth and experience. While a value approach to investing is generally considered to involve less risk than a growth approach, investing in value stocks carries the risks that the market will not recognize the stocks intrinsic value for a long time, or that a stock judged to be undervalued may actually be appropriately priced.
Although the Portfolio will invest primarily in common stocks of U.S. mid-capitalization companies, the Portfolio may invest up to 25% of its total assets in securities of non-U.S. issuers. While the Portfolio does not intend to do so to a significant degree, the Portfolio may enter into futures contracts and related options, and may purchase and sell call and put options on securities and securities indices. The Portfolio may also invest in warrants to purchase securities, and may engage in short sales against the box. For additional information on the types of securities in which the Portfolio may invest, see this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. When adverse market or economic conditions occur, the Portfolio may temporarily invest all or a portion of its assets in defensive investments. Such investments may include high grade debt securities, obligations of the U.S. Government and its agencies and instrumentalities, and short-term money market instruments. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective will be limited.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in the securities of natural resource companies. The 80% investment requirement applies at the time the Portfolio invests its assets.
The Portfolio invests primarily in the common stocks of natural resource companies whose earnings and tangible assets could benefit from accelerating inflation. The Portfolio also may invest in non-resource companies with the potential for growth. The relative percentages invested in natural resource and non-resource companies can vary depending on economic and monetary conditions and the sub-advisors outlook for inflation. When selecting stocks, the Sub-advisor looks for companies that have the ability to expand production, to maintain superior exploration programs and production facilities, and the potential to accumulate new resources. Natural resource companies in which the Portfolio invests generally own, develop, refine, service or transport resources, including energy sources, precious metals, nonferrous metals, forest products, real estate, diversified resources and other basic commodities that can be produced and marketed profitably when both labor costs and prices are rising.
The Portfolio may sell securities for a variety of reasons, such as to secure gains, limit losses or re-deploy assets into more promising opportunities.
As with all stock funds, the Portfolios share price can fall because of weakness in one or more securities markets, particular industries or specific holdings. In addition, the Portfolio is less diversified than most stock funds and could therefore experience sharp price declines when conditions are unfavorable in the natural resources sector. For instance, since the Portfolio attempts to invest in companies that may benefit from accelerating inflation, low inflation could lessen returns. The rate of earnings growth of natural resource companies may be irregular because these companies are strongly affected by natural forces, global economic cycles and international politics. For example, stock prices of energy companies can fall sharply when oil prices fall. Real estate companies are influenced by interest rates and other factors.
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Although the Portfolio will invest primarily in U.S. common stocks, it may also purchase other types of securities, for example, preferred stocks, convertible securities and warrants, when considered consistent with the Portfolios investment objective and policies. The Portfolio may purchase preferred stock or common stock for capital appreciation where the issuer has omitted, or is in danger of omitting, payment of the dividend on the stock, or is in default on its debt securities. The Portfolio may invest in debt securities, including up to 10% of its total assets in debt securities rated below investment grade. The Portfolio may invest in mortgage-backed securities, including stripped mortgage-backed securities. The Portfolio may invest up to 10% of its total assets in hybrid instruments, which combine the characteristics of futures, options and securities.
Foreign Securities. The Portfolio may invest up to 50% of its total assets in foreign securities, including American Depositary Receipts and securities of companies in developing countries, which offer increasing opportunities for natural resource-related growth. The Portfolio may enter into forward foreign currency exchange contracts in connection with its foreign investments. The Portfolios investments in foreign securities, or even in U.S. companies with significant overseas investments, may decline in value because of declining foreign currencies or adverse political and economic events overseas, although currency risk may be somewhat reduced because many commodities markets are dollar based.
Futures and Options. The Portfolio may enter into stock index or currency futures contracts (or options thereon) for hedging purposes or to provide an efficient means of regulating the Portfolios exposure to the equity markets. The Portfolio may write covered call options and purchase put and call options on foreign currencies, securities, and stock indices.
For additional information about these investments and their risks, see this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. The Portfolio may establish and maintain cash reserves without limitation for temporary defensive purposes. The Portfolios reserves may be invested in high-quality domestic and foreign money market instruments, including repurchase agreements and money market mutual funds managed by the Sub-advisor. Cash reserves also provide flexibility in meeting redemptions and paying expenses. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of long-term capital growth may be limited.
AST T. ROWE PRICE LARGE-CAP GROWTH PORTFOLIO:
Principal Investment Policies and Risks:
The Portfolio takes a growth approach to investing and will normally invest at least 80% of its net assets in the common stocks of large companies. As noted earlier a large company is defined as one whose market cap is larger than the median market cap of companies in the Russell 1000® Growth Index. The Portfolio will not automatically sell or cease to purchase stock of a company it already owns just because the companys market capitalization falls below this level. The Sub-advisor generally looks for companies with an above-average rate of earning growth and cash flow growth and a lucrative niche in the economy that gives them the ability to sustain earnings momentum even during times of slow economic growth.
Because the Portfolio invests primarily in stocks, the Portfolio is subject to the risks associated with stock investments, and the Portfolios share price therefore may fluctuate substantially. The Portfolios share price will be affected by changes in the stock markets generally, and factors specific to a company or an industry will affect the prices of particular stocks held by the Portfolio (for example, poor earnings, loss of major customers, availability of basic resources or supplies, major litigation against a company, or changes in governmental regulation affecting an industry). The Portfolios focus on large, more-established companies may mean that its level of risk is lower than a fund investing primarily in smaller companies. Because the Portfolio invests in a smaller number of securities than many other funds, changes in the value of a single security may have a more significant effect, either negative or positive, on the Portfolios share price.
In addition to investing in equity securities, the Portfolio also may:
· invest up to 20% of its net assets in convertible securities;
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· invest up to 5% of its net assets in rights or warrants;
· invest up to 15% of its total assets in foreign securities;
· purchase and sell exchange-traded index options and stock index futures contracts; and
· write covered exchange-traded call options on its securities up to 15% of its total assets, and purchase exchange-traded call and put options on common stocks up to, for all options, 10% of its total assets.
American Depositary Receipts (ADRs) are not considered foreign securities for purposes of the 15% limitation set forth above and may be purchased by the Portfolio.
The Portfolio may sell securities for a variety of reasons, such as to secure gains, limit losses or redeploy assets into more promising opportunities.
For additional information on the types of investments other than common stocks in which the Portfolio may invest, see this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. Although it does not expect to do so ordinarily, when business or financial conditions warrant the Portfolio may assume a temporary defensive position and invest in high-grade, short-term, fixed-income securities (which may include U.S. Government securities) or hold its assets in cash. The Portfolio may also invest in money market mutual funds managed by the Sub-advisor. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective will be limited.
Principal Investment Policies and Risks:
The Portfolio invests, under normal market conditions, at least 80% of its net assets in common stocks and related securities, such as preferred stocks, convertible securities and depositary receipts, of companies that the Sub-advisor believes offer better than average prospects for long-term growth.
The Sub-advisor uses a bottom up, as opposed to top down, investment style in managing the Portfolio. This means that securities are selected based upon fundamental analysis of individual companies (such as analysis of the companies earnings, cash flows, competitive position and management abilities) by the Sub-advisor.
The Portfolio may invest up to 35% of its net assets in foreign securities.
As with any fund investing primarily in common stocks, the value of the securities held by the Portfolio may decline in value, either because of changing economic, political or market conditions or because of the economic condition of the company that issued the security. These declines may be substantial. In addition, the prices of the growth company stocks in which the Portfolio invests may fluctuate to a greater extent than other equity securities due to changing market conditions or disappointing earnings results. The Portfolio may invest in foreign companies, including companies located in developing countries, and it therefore will be subject to risks relating to political, social and economic conditions abroad, risks resulting from differing regulatory standards in non-U.S. markets, and fluctuations in currency exchange rates.
Although the Portfolio will invest primarily in common stocks and related securities, the Portfolio may also invest in variable and floating rate debt securities. The Portfolio may purchase and sell futures contracts and related options on securities indices, foreign currencies and interest rates for hedging and non-hedging purposes. The Portfolio may also enter into forward contracts for the purchase or sale of foreign currencies for hedging and non-hedging purposes. The Portfolio may purchase and write (sell) options on securities, stock indices and foreign currencies.
For more information on some of the types of securities other than common stocks in which the Portfolio may invest, see this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. The Portfolio may depart from its principal investment strategy by temporarily investing for defensive purposes when adverse market, economic or political conditions exist. When investing for defensive purposes, the
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Portfolio may hold cash or invest in cash equivalents, such as short-term U.S. government securities, commercial paper and bank instruments. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective will be limited.
Principal Investment Policies and Risks:
The Portfolio invests primarily in the common stocks of large companies (typically companies that have a market capitalization in the range of $4 billion or more) that are selected for their growth potential. The Portfolio will normally hold a core position of between 35 and 50 common stocks. The Portfolio may hold a limited number of additional common stocks at times when the portfolio manager is accumulating new positions, phasing out and replacing existing positions, or responding to exceptional market conditions.
In selecting investments for the Portfolio , Marsico uses an approach that combines top-down macroeconomic analysis with bottom-up stock selection.
The top-down approach may take into consideration macro-economic factors such as, without limitation, interest rates, inflation, demographics, the regulatory environment, and the global competitive landscape. In addition, Marsico may also examine other factors that may include, without limitation, the most attractive global investment opportunities, industry consolidation, and the sustainability of financial trends observed. As a result of the top-down analysis, Marsico seeks to identify sectors, industries and companies that may benefit from the overall trends Marsico has observed.
Marsico then looks for individual companies or securities with earnings growth potential that may not be recognized by the market at large. In determining whether a particular company or security may be a suitable investment, Marsico may focus on any of a number of different attributes that may include, without limitation, the companys specific market expertise or dominance; its franchise durability and pricing power; solid fundamentals (e.g., a strong balance sheet, improving returns on equity, the ability to generate free cash flow, apparent use of conservative accounting standards, and transparent financial disclosure); strong and ethical management; commitment to shareholder interests; reasonable valuations in the context of projected growth rates; and other indications that a company or security may be an attractive investment prospect. This process is called bottom-up stock selection.
As part of this fundamental, bottom-up research, Marsico may visit with various levels of a companys management, as well as with its customers and (as relevant) suppliers, distributors, and competitors. Marsico also may prepare detailed earnings and cash flow models of companies. These models may assist Marsico in projecting potential earnings growth and other important company financial characteristics under different scenarios. Each model is typically customized to follow a particular company and is generally intended to replicate and describe a companys past, present and potential future performance. The models may include quantitative information and detailed narratives that reflect updated interpretations of corporate data and company and industry developments.
Marsico may reduce or sell a Funds investments in portfolio companies if, in the opinion of Marsico, a companys fundamentals change substantially, its stock price appreciates excessively in relation to fundamental earnings growth prospects, the company appears not to realize its growth potential, or there are more attractive investment opportunities elsewhere.
The Portfolios core investments generally are comprised of established companies and securities that exhibit growth characteristics. However, the portfolio also may typically include companies with more aggressive growth characteristics, and companies undergoing significant changes: e.g., the introduction of a new product line, the appointment of a new management team or an acquisition.
The primary risk associated with investment in the Portfolio will be the risk that the equity securities held by the Portfolio will decline in value. The risk of the Portfolio is expected to be commensurate with that of other funds using a growth strategy to invest in the stocks of large and medium-sized companies.
Although it is the general policy of the Portfolio to purchase and hold securities for capital growth, changes in the Portfolio will be made as the Sub-advisor deems advisable. For example, portfolio changes may result from liquidity needs,
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securities having reached a desired price, or by reason of developments not foreseen at the time of the investment was made.
Special Situations. The Portfolio may invest in special situations from time to time. A special situation arises when, in the opinion of the Sub-advisor, the securities of a particular company will be recognized and increase in value due to a specific development, such as a technological breakthrough, management change or new product at that company. Investment in special situations carries an additional risk of loss in the event that the anticipated development does not occur or does not attract the expected attention.
The Portfolio may also invest to a lesser degree in preferred stocks, convertible securities, warrants, and debt securities when the Portfolio perceives an opportunity for capital growth from such securities. The Portfolio may invest up to 10% of its total assets in debt securities, which may include corporate bonds and debentures and government securities.
The Portfolio may also purchase securities of foreign issuers including foreign equity and debt securities and depositary receipts . The foreign securities may include companies located in developing countries. Foreign securities are selected primarily on a stock-by-stock basis without regard to any defined allocation among countries or geographic regions. The Portfolio may also use a variety of currency hedging techniques, including forward currency contracts, to manage exchange rate risk with respect to investments exposed to foreign currency fluctuations.
Index/Structured Securities. The Portfolio may invest without limit in index/structured securities, which are debt securities whose value at maturity or interest rate is linked to currencies, interest rates, equity securities, indices, commodity prices or other financial indicators. Such securities may be positively or negatively indexed ( i.e. , their value may increase or decrease if the reference index or instrument appreciates). Index/structured securities may have return characteristics similar to direct investments in the underlying instruments, but may be more volatile than the underlying instruments. The Portfolio bears the market risk of an investment in the underlying instruments, as well as the credit risk of the issuer of the index/structured security.
Futures, Options and Other Derivative Instruments. The Portfolio may purchase and write (sell) options on securities, financial indices, and foreign currencies, and may invest in futures contracts on securities, financial indices, and foreign currencies, options on futures contracts, forward contracts and swaps and swap-related products. These instruments will be used primarily to hedge the Portfolios positions against potential adverse movements in securities prices, foreign currency markets or interest rates. To a limited extent, the Portfolio may also use derivative instruments for non-hedging purposes such as increasing the Portfolios income or otherwise enhancing return.
For an additional discussion of many of these types of securities and their risks, see this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. Although the Sub-advisor expects to invest primarily in equity securities, the Sub-advisor may increase the Portfolios cash position without limitation when the Sub-advisor believes that appropriate investment opportunities for capital growth with desirable risk/reward characteristics are unavailable. Cash and similar investments (whether made for defensive purposes or to receive a return on idle cash) will include high-grade commercial paper, certificates of deposit, discount notes and repurchase agreements. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of capital growth will be limited.
AST GOLDMAN SACHS CONCENTRATED GROWTH PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to growth of capital.
Principal Investment Policies and Risks:
The Portfolio will pursue its objective, under normal circumstances, by investing primarily in equity securities. Equity securities include common stocks, preferred securities, warrants and securities convertible into or exchangeable for common or preferred stocks. Investments will be in companies that the Sub-advisor believes have potential to achieve capital appreciation over the long-term. The Portfolio seeks to achieve its investment objective by investing, under normal circumstances, in approximately 30-45 companies that are considered by the Sub-advisor to be positioned for long-term growth.
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Because the Portfolio invests a substantial portion (or all) of its assets in equity securities, the Portfolio is subject to the risks associated with investments in equity securities, and the Portfolios share price therefore may fluctuate substantially. This is true despite the Portfolios focus on the securities of larger more-established companies. The Portfolios share price will be affected by changes in the stock markets generally, and factors specific to a company or an industry will affect the prices of particular stocks held by the Portfolio (for example, poor earnings, loss of major customers, major litigation against an issuer, or changes in government regulations affecting an industry). Because of the types of securities it invests in, the Portfolio is designed for those who are investing for the long term.
The Portfolio generally intends to purchase securities for long-term investment rather than short-term gains. However, short-term transactions may occur as the result of liquidity needs, securities having reached a desired price or yield, anticipated changes in interest rates or the credit standing of an issuer, or by reason of economic or other developments not foreseen at the time the investment was made.
Special Situations. The Portfolio may invest in special situations from time to time. A special situation arises when, in the opinion of the Sub-advisor, the securities of a particular company will be recognized and appreciate in value due to a specific development, such as a technological breakthrough, management change or new product at that company. Investment in special situations carries an additional risk of loss in the event that the anticipated development does not occur or does not attract the expected attention.
Non-diversified Status. The Portfolio is non-diversified under the Investment Company Act of 1940 and may invest a large percentage of its assets in few issuers than diversified mutual funds. Therefore, the Portfolio may be more susceptible to adverse developments affecting any single issuer held in its portfolio, and may be more susceptible to greater losses because of these developments.
Although the Sub-advisor expects to invest primarily in equity securities, the Portfolio may also invest to a lesser degree in debt securities when the Portfolio perceives an opportunity for capital growth from such securities. The Portfolio is subject to the following percentage limitations on investing in certain types of debt securities:
· 35% of its assets in bonds rated below investment grade (junk bonds).
· 25% of its assets in mortgage- and asset-backed securities.
· 10% of its assets in zero coupon, pay-in-kind and step coupon securities (securities that do not, or may not under certain circumstances, make regular interest payments).
The Portfolio may make short sales against the box. In addition, the Portfolio may invest in the following types of securities and engage in the following investment techniques:
Foreign Securities. The Portfolio may also purchase securities of foreign issuers, including foreign equity and debt securities and depositary receipts. Foreign securities are selected primarily on a stock-by-stock basis without regard to any defined allocation among countries or geographic regions. No more than 25% of the Portfolios assets may be invested in foreign securities denominated in foreign currencies and not publicly traded in the United States.
Futures, Options and Other Derivative Instruments. The Portfolio may enter into futures contracts on securities, financial indices and foreign currencies and options on such contracts and may invest in options on securities, financial indices and foreign currencies, forward contracts and interest rate swaps and swap-related products (collectively derivative instruments). The Portfolio intends to use most derivative instruments primarily to hedge the value of its portfolio against potential adverse movements in securities prices, foreign currency markets or interest rates. To a limited extent, the Portfolio may also use derivative instruments for non-hedging purposes such as seeking to increase income. The Portfolio may also use a variety of currency hedging techniques, including forward foreign currency exchange contracts, to manage exchange rate risk with respect to investments exposed to foreign currency fluctuations.
For more information on the types of securities other than common stocks in which the Portfolio may invest, see this Prospectus under Certain Risk Factors and Investment Methods.
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Temporary Investments. The Sub-advisor may increase the Portfolios cash position without limitation when the Sub-advisor is of the opinion that appropriate investment opportunities for capital growth with desirable risk/reward characteristics are unavailable. Cash and similar investments (whether made for defensive purposes or to receive a return on idle cash) will include high-grade commercial paper, certificates of deposit, repurchase agreements and money market funds managed by the Sub-advisor. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of capital growth will be limited.
AST DEAM LARGE-CAP VALUE PORTFOLIO:
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in securities issued by large capitalization companies. The 80% investment requirement applies at the time the Portfolio invests its assets.
The Portfolio pursues its investment objective, under normal market conditions, by investing primarily in the equity securities of large-sized companies included in the Russell 1000® Value Index. Equity securities include common stocks and securities convertible into or exchangeable for common stocks, including warrants and rights. As noted earlier the Sub-advisor employs an investment strategy that seeks to maintain a portfolio of equity securities which approximates the market risk of those stocks included in the Russell 1000® Value Index, but which outperforms the Russell 1000® Value Index through active stock selection. The Russell 1000® Value Index is a market capitalization index that measures the performance of large, established companies trading at discounts to their fair value. The size of the companies in the Russell 1000® Value Index will change with market conditions. It is possible that the deviation may be higher. For purposes of this Portfolio, the strategy of attempting to correlate a stock portfolios market risk with that of a particular index, in this case the Russell 1000® Value Index, while improving upon the return of the same index through active stock selection, is called a managed alpha strategy.
The Sub-advisor generally takes a bottom-up approach to building the Portfolio, searching for individual companies that demonstrate the best potential for significant returns. The allocation to industries and capitalization is targeted to be similar to that of the Russell 1000® Value Index. The Sub-advisor considers a number of factors in determining whether to invest in a value stock, including earnings growth rate, analysts estimates of future earnings and industry-relative price multiples. Other factors are net income growth versus cash flow growth as well as earnings and price momentum. In the selection of investments, long-term capital appreciation will take precedence over short range market fluctuations. However, the Portfolio may occasionally make investments for short-term capital appreciation.
Like all common stocks, the market values of the common stocks held by the Portfolio can fluctuate significantly, reflecting the business performance of the issuing company, investor perception or general economic or financial market movements. The Portfolios focus on the stocks of large, more established companies may mean that its level of risk is lower than a portfolio investing primarily in smaller companies. While value investing historically has involved less risk than investing in growth companies, investing in value stocks carries the risk that the market will not recognize the stocks intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced. While the Portfolio attempts to outperform the Russell 1000® Value Index, the Portfolio also may under-perform the Russell 1000® Value Index over short or extended periods.
In addition to investing in common stocks, the Portfolio may also invest to a limited degree in preferred stocks and debt securities when they are believed by the Sub-advisor to offer opportunities for capital growth. Other types of securities in which the Portfolio may invest include:
Foreign Securities. The Portfolio may invest in securities of foreign issuers in the form of depositary receipts or that are denominated in U.S. dollars. Foreign securities in which the Portfolio may invest include any type of security consistent with its investment objective and policies. The prices of foreign securities may be more volatile than those of domestic securities.
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Futures, Options, and Other Derivative Instruments. The Portfolio may purchase and write put and call options on securities and securities indices, which options may be listed for trading on a national securities exchange or traded over-the-counter. Options transactions may be used to pursue the Portfolios investment objective and also to hedge against currency and market risks, but are not intended for speculation. The Portfolio may engage in financial futures transactions on commodities exchanges or boards of trade in an attempt to hedge against market risks.
In addition to options and financial futures, the Portfolio may invest in a broad array of other derivative instruments in an effort to manage investment risk, to increase or decrease exposure to an asset class or benchmark (as a hedge or to enhance return), or to create an investment position indirectly. The types of derivatives and techniques used by the Portfolio may change over time as new derivatives and strategies are developed or as regulatory changes occur.
Additional information about the other investments, including options, futures and derivatives that the Portfolio may make and their risks is included below under Certain Risk Factors and Investment Methods.
Temporary Investments. When a defensive position is deemed advisable because of prevailing market conditions, the Portfolio may invest without limit in high grade debt securities, commercial paper, U.S. Government securities or cash or cash equivalents, including repurchase agreements. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of maximum capital growth will be limited.
AST LARGE-CAP VALUE PORTFOLIO:
Investment Objective: The investment objective of the Portfolio (formerly, the AST Hotchkis & Wiley Large-Cap Value Portfolio) is to seek current income and long-term growth of income, as well as capital appreciation.
Principal Investment Policies and Risks:
The AST Large-Cap Value Portfolio has a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its net assets in large capitalization companies. For purposes of the Portfolio, large capitalization companies are generally those that have market capitalizations, at the time of purchase, within the range of companies included in the Russell 1000 Index during the previous 12 months based on month-end data. The 80% requirement applies at the time the Portfolio invests its assets. Some of these securities may be acquired in IPOs. In addition to these principal investments, the Portfolio may invest up to 20% of its total assets in foreign securities.
The assets of the Portfolio are independently managed by three Sub-advisors under a multi-manager structure. Pursuant to the multi-manager structure, the Investment Managers of the Portfolio determine and allocate a portion of the Portfolios assets to each of the Sub-advisors. The allocations will be reviewed by the Investment Managers periodically, and the allocations may be altered or adjusted by the Investment Managers without prior notice. Such adjustments will be reflected in the annual update to this prospectus.
Although each Sub-advisor will follow the Portfolios policy of investing, under normal circumstances, at least 80% of the Portfolios assets in large capitalization companies, each Sub-advisor expects to utilize different investment strategies to achieve the Portfolios objective of current income and long-term growth of income, as well as capital appreciation. The current asset allocations and principal investment strategies for each of the Sub-advisors is summarized below:
Hotchkis & Wiley , as of March 20, 2006, was responsible for managing approximately 20% of the Portfolios assets. This Sub-advisor normally focuses on stocks that have a high cash dividend or payout yield relative to the market. Payout yield is defined as dividend yield plus net share repurchases. The Sub-advisor also may invest in stocks that dont pay dividends, but have growth potential unrecognized by the market or changes in business or management that indicate growth potential.
J.P. Morgan , as of March 20, 2006, was responsible for managing approximately 50% of the Portfolios assets. J.P. Morgan seeks to identify relative value within sectors. The analysis is purely fundamental, aided by a valuation tool that helps rank stocks within 18 different sectors by their dividend discount rates (DDRs). J.P. Morgan uses the following parameters when seeking to purchase stocks: stocks below $1 billion in market cap are not purchased in the Portfolio. If a stock falls below $1 billion after purchase, it will be considered a candidate for sale, but will not be automatically sold. This Sub-advisor will seek to buy a stock when it believes that it has an information advantage around the longer-term earnings prospects or fundamentals of a company relative to the rest of the market, or when it believes there has been a stock price overreaction as a result of incremental news creating a near-term opportunity. J.P. Morgan will seek to sell a stock when its investment thesis has proven correct and the stock price has reacted as expected, it no longer believes its investment thesis will come to fruition, or a better risk-adjusted investment opportunity has been identified within the sector.
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Dreman , as of March 20, 2006, was responsible for managing approximately 30% of the Portfolios assets. Dremans investment objective is to provide a total return greater than that of the benchmark over time, to protect client capital during market downturns and to stay consistent in our low price-to-earnings ratio, contrarian value approach to investment management, while taking into consideration dividend yield. Dreman will seek to attain superior returns by using a contrarian value investment approach
Dreman believes that it can attain superior performance by adhering to an investment strategy that is disciplined and has a demonstrated record of success. Dremans investment strategy emphasizes stocks that offer unique investment values. The criterion used to identify such stocks include below average price-to-earnings, price-to-book, and/or price-to-cash flow ratios and above average dividend yields. Over the last 25 years, extensive studies, which date as far back as the 1930s, conducted by David Dreman and affiliates of Dreman, have led the Dreman to conclude that consistently applying disciplined value strategies yields superior long-term total returns.
The contrarian value strategy employed by Dreman has been developed and refined over a 25-year period of active investment management. The investment process starts with a quantitative screening process that identifies both undervalued and overvalued stocks. It is not difficult to construct such lists of over and undervalued stocks from figures readily available in major newspapers, magazines and on-line databases. However, mere cheapness or expensiveness seldom achieves results that are consistently superior and obtained without needless risks. The quantitative screening outlined below reflects the process for identifying a universe of stocks to purchase.
The Dremans primary screening criteria will be to screen for low price-to-earnings ratio stocks because of its belief in their superior performance characteristics. After low price-to-earnings ratio, Dreman will then consider the price-to-book value and price-to-cash flow relationship. Dreman intends to concentrate its investments in companies whose market prices are low in relation to P/E, book value and cash flow in order to buy solid assets and value, rather than paying a high price for a concept or fad. Another characteristic that Dreman will seek to identify in the securities it invests in is relatively low or sharply declining institutional ownership. Dreman believes that this factor indicates that such stocks are falling out of favor with Wall Streets point of view and are becoming cheap.
Dreman believes its approach is conservative in nature and, accordingly, it will stress companies that possess strong financial positions. It intends to closely analyze debt-to-capital ratios to see if there is a manageable amount of debt on a companys balance sheet, with a goal of identifying companies with no more than 50% to 60% of its total capital composed of debt. Dreman intends to spend considerable time looking at cash and current ratios, with a goal of determining whether potential investments have strong staying power, and can self-finance themselves should the need arise. Dreman intends to invest in strong companies and not speculate on weak stocks or potential bankruptcies, unless there are special circumstances.
The last major characteristic Dreman will seek is an above-average dividend yield. Dreman believes that high yield is a crucial indicator of investment success. An affiliate of Dreman has performed studies which demonstrates that stocks with the lowest 20 percent of price-to-earnings ratios usually yield more than twice as much as companies with the highest 20 percent. Furthermore, Dreman believes that the dividend growth rate of low price-to-earnings ratio stocks tends to be much greater than average. In Dremans model portfolio, the importance of dividends becomes a critical factor in total return in down-market periods. It is Dremans experience that an above-average dividend yield gives a portfolio a strong defensive characteristic. Furthermore, Dreman has concluded that dividends not only provide most of any return in such periods, but the above-average dividend yield also provides strong protection in down markets. Dreman targets a portfolio yield of at least one-half of 1% above the S&P 500, that will increase steadily over time. An above-average dividend yield also can provide investors with a very strong hedge against future inflation. Some equity managers tend to downplay the importance of dividends and buy portfolios yielding less than the market. However, it is Dremans contention that approximately half of longer-term stock returns historically have been provided by dividends. In a volatile market environment, such as the current one, dividend yield can lower the portfolios volatility.
After having refined the portfolio candidate universe to a manageable group of promising stocks, Dreman will then apply rigorous, bottom-up fundamental analysis. All of its research will be done in-house, and final decisions will be made by David Dreman, Dremans Chief Investment Officer.
Dreman believes that there is a large universe of low price-to-earnings ratio, price-to-cash flow and price-to-book value companies trading in the marketplace. Many low price-to-earnings ratio companies deserve to be selling where they are, as they have serious competitive problems, are in declining industries, or are simply mismanaged. Dreman will try to avoid problematical low price-to-earnings ratio stocks and concentrate on those stocks that have shown above-average earnings
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growth on both a five and ten-year basis. Dremans experience is that it has been more successful by owning profitable companies, rather than trying to discover turnarounds. The problem with turnarounds is that the investor has to be right on two calls: first, one must be able to pick the survivors; second, one must be right on the timing of purchases or else the investment may be unrewarding for a very long period. Dreman believes that it is essential to apply careful and sophisticated analytical techniques to each stock in the low price-to-earnings ratio universe to identify those with fundamental strength, and though the screening process helps in the analysis there is no substitute for careful fundamental analysis. Dreman intends to cull stocks from its portfolio when companies have financial problems, structural deficiencies, management issues, lack of financial transparency, etc. As with any fund investing primarily in equity securities, the Portfolio is subject to the risk that the value of equity securities in the portfolio will decline.
In periods of uncertain market and economic conditions, the Portfolio may assume a defensive position with up to 100% of its assets temporarily held in cash. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective may be limited.
AST ALLIANCEBERNSTEIN CORE VALUE PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to seek long-term capital growth.
Principal Investment Policies and Risks:
The Portfolio will pursue its objective by investing primarily in common stocks. The Sub-advisor expects that the majority of the Portfolios assets will be invested in the common stocks of large companies that appear to be undervalued. Among other things, the Portfolio seeks to identify compelling buying opportunities created when companies are undervalued on the basis of investor reactions to near-term problems or circumstances even though their long-term prospects remain sound. The Sub-advisors investment approach is value-based and price-driven, and it relies on the intensive fundamental research of its internal research staff to identify these buying opportunities in the marketplace.
Portfolio investments are selected by the Sub-advisor based upon a model portfolio of 125-175 stocks constructed by the Sub-advisor. In selecting investments for the model portfolio, the Sub-advisor takes a bottom-up approach. In other words, the Sub-advisor seeks to identify individual companies with earnings growth potential that may not be recognized by the market at large. The Sub-advisor relates present value of each companys forecasted future cash flow to the current price of its stock. The Sub-advisor ranks companies from the highest expected return to the lowest, with the companies at the top of the ranking being the most undervalued . The Sub-advisor also looks at a measure of earnings quality. The measure of earnings quality compares changes in the balance-sheet accrual component of reported earnings for each stock to the market average. All else being equal, the Sub-advisor prefers stocks with lower accruals.
Once the expected return for each stock is calculated, the Sub-advisor adjusts for timing and concentration risks. Securities are ranked by risk-adjusted expected returns. Securities ranked in the top third of its valuation universe, if selected, are overweighted in the Portfolio because they represent the most undervalued stocks in its universe. The Sub-advisor market weights securities ranked in the middle third of its universe, if selected, to add diversification to the Portfolio. To control variability in premium, the Sub-advisor also holds the largest capitalization securities (at underweighted positions) even when they rank in bottom third of the universe. If a security falls in the ranking from the top third of the Sub-advisors valuation universe to the middle third, the Sub-advisor may reduce the Portfolios position to market weight. If the securitys ranking continues to fall into the bottom third of its universe, the Sub-advisor may either sell it or, if it is a very large capitalization stock, will underweight it. The Sub-advisor may from time to time deviate from the foregoing process with respect to the weighting of individual securities in the Portfolio when determined appropriate by the Sub-advisor.
The Sub-advisor may delay the Portfolios purchase of securities if recent weakness in the stock or negative earnings revisions by analysts indicate that the stock price is likely to decline in the near future, and it may delay the Portfolios sale of securities if recent strength in the stock or upward earnings revisions indicate the stock is likely to rise soon. The Sub-advisor will control risk by reviewing whether there is undue portfolio exposure to industry sector and other risk factors. The Sub-advisor will take more risk when unusually large value distortions within the value realm create unusually large opportunities to add returns, and it will take less risk when the opportunities are limited.
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The Sub-advisor also seeks to control risks by correlating the size of initial purchases by the Portfolio to the securitys benchmark weighting, within plus or minus 0.5%. If market appreciation of a security brings the securitys weighting to 1.0% above or below its benchmark weighting (at the time), the size of the holding is generally increased or reduced accordingly. Because the Portfolio invests primarily in stocks, the Portfolio is subject to the risks associated with stock investments, and the Portfolios share price therefore may fluctuate substantially. The Portfolios share price will be affected by changes in the stock markets generally, and factors specific to a company or an industry will affect the prices of particular stocks held by the Portfolio (for example, poor earnings, loss of major customers, availability of basic resources or supplies, major litigation against a company, or changes in governmental regulation affecting an industry). The Portfolios focus on large, more-established companies may mean that its level of risk is lower than a fund investing primarily in smaller companies. While the Portfolios value investing historically has involved less risk than investing in growth companies, investing in value stocks carries the risks that the market will not recognize the stocks intrinsic value for a long time or that a stock judged to be undervalued may actually be appropriately priced.
Derivatives. The Portfolio may invest in various instruments that are or may be considered derivatives, including securities index futures contracts and related options. These instruments may be used for several reasons: to simulate full investment in equities while retaining cash for fund management purposes, to facilitate trading, or to reduce transaction costs. The Portfolio will not use derivatives for speculative purposes or to leverage its assets. The Portfolio will limit its use of securities index futures contracts and related options so that, at all times, margin deposits for futures contracts and premiums on related options do not exceed 5% of the Portfolios assets and the percentage of the Portfolios assets being used to cover its obligations under futures and options does not exceed 50%.
Additional information about these derivative instruments and their risks is included in this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. The Portfolio may maintain up to 25% of its assets in short-term debt securities and money market instruments to meet redemption requests. These securities include obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities or by any of the states, repurchase agreements, commercial paper, and certain bank obligations. The Portfolio will not invest in these securities as part of a temporary defensive strategy to protect against potential market declines.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in securities of real estate related issuers. The Portfolio pursues its investment objective of maximizing total return by seeking, with approximately equal emphasis, capital growth and current income.
Generally, the equity securities of real estate related issuers will consist of:
· common stocks (including shares in real estate investment trusts),
· rights or warrants to purchase common stocks,
· securities convertible into common stocks where the conversion feature represents, in the Sub-advisors view, a significant element of the securities value, and
· preferred stocks.
Real estate related issuers include companies that derive at least 50% of revenues from the ownership, construction, financing, management or sale of real estate or that have at least 50% of assets in real estate. The Portfolio may invest up to 10% of its total assets in securities of foreign real estate companies.
Real estate companies may include real estate investment trusts (REITs). REITs pool investors funds for investment primarily in income producing real estate or real estate related loans or interests. REITs can generally be classified as Equity REITs, Mortgage REITs and Hybrid REITs. Equity REITs, which invest the majority of their assets
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directly in real property, derive their income primarily from rents. Equity REITs can also realize capital gains or losses by selling properties. Mortgage REITs, which invest the majority of their assets in real estate mortgages, derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both Equity REITs and Mortgage REITs.
As a fund that invests primarily in equity securities, the Portfolio will be subject to many of the same risks as other equity funds. The Portfolio also will be subject to certain risks related specifically to real estate securities, and may be subject to greater risk and share price fluctuation than other equity funds because of the concentration of its investments in a single industry.
While the Portfolio will not invest in real estate directly, securities of real estate companies may be subject to risks similar to those associated with the direct ownership of real estate. These include risks related to general and local economic conditions, dependence on management skill, heavy cash flow dependency, possible lack of available mortgage funds, overbuilding, extended vacancies of properties, increases in property taxes and operating expenses, changes in zoning laws, losses due to costs resulting from environmental problems, casualty or condemnation losses, limitations on rents, and changes in neighborhood values, the appeal of properties to tenants and interest rates.
In general, Equity REITs may be affected by changes in the value of the underlying property owned by the trusts, while Mortgage REITs may be affected by the quality of any credit extended. In the event of a default by a borrower or lessee, a REIT may experience delays and may incur substantial costs in enforcing its rights as a mortgagee or lessor.
Non-Diversified Status. The Portfolio is classified as a non-diversified investment company under the 1940 Act, which means the Portfolio is not limited by the Investment Company Act of 1940 in the proportion of its assets that may be invested in the securities of a single issuer. However, the Portfolio intends to meet certain diversification standards under the Internal Revenue Code that must be met to relieve the Portfolio of liability for Federal income tax if its earnings are distributed to shareholders. As a non-diversified fund, a price decline in any one of the Portfolios holdings may have a greater effect on the Portfolios value than on the value of a fund that is more broadly diversified.
The Portfolio may write (sell) put and covered call options and purchase put and call options on securities or stock indices that are listed on a national securities or commodities exchange. The Portfolio may buy and sell financial futures contracts, stock and bond index futures contracts, foreign currency futures contracts and options on the foregoing. The Portfolio may enter into forward foreign currency exchange contracts in connection with its investments in foreign securities. The Portfolio may also enter into short sales, which are transactions in which the Portfolio sells a security it does not own at the time of the sale in anticipation that the market price of the security will decline. The Sub-advisor expects that the Portfolio will use these techniques on a relatively infrequent basis.
Additional information about these techniques and their risks is included below under Certain Risk Factors and Investment Methods.
Temporary Investments. When the Sub-advisor believes that market or general economic conditions justify a temporary defensive position, the Portfolio will invest all or a portion of its assets in high-grade debt securities, including corporate debt securities, U.S. government securities, and short-term money market instruments, without regard to whether the issuer is a real estate company. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of maximum total return will be limited. The Portfolio may also invest funds awaiting investment or funds held to satisfy redemption requests or to pay dividends and other distributions to shareholders in short-term money market instruments.
AST ALLIANCEBERNSTEIN MANAGED INDEX 500 PORTFOLIO:
On October 28, 2005, shareholders of the AST AllianceBernstein Growth + Value Portfolio approved the reorganization of such Portfolio into AST AllianceBernstein Managed Index 500 Portfolio. The reorganization was completed in December 2005.
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Investment Objective: The investment objective of the Portfolio is to outperform the Standard & Poors 500 Composite Stock Price Index (the S&P 500®) through active stock selection resulting in different weightings of common stocks relative to the index.
Principal Investment Policies and Risks:
The Portfolio will invest, under normal circumstances, at least 80% of the value of its assets in securities included in the S&P 500®. The 80% investment requirement applies at the time the Portfolio invests its assets.
The S&P 500® is an index of 500 common stocks, most of which trade on the New York Stock Exchange Inc. (the NYSE). The Sub-advisor believes that the S&P 500® is representative of the performance of publicly traded common stocks in the U.S. in general.
In seeking to outperform the S&P 500®, the Sub-advisor starts with a portfolio of stocks representative of the holdings of the index. It then uses a set of fundamental, quantitative criteria that are designed to indicate whether a particular stock will predictably perform better or worse than the S&P 500®. Based on these criteria, the Sub-advisor determines whether the Portfolio should over-weight, under-weight or hold a neutral position in the stock relative to the proportion of the S&P 500® that the stock represents. In addition, the Sub-advisor may determine based on the quantitative criteria that (1) certain S&P 500® stocks should not be held by the Portfolio in any amount, and (2) certain equity securities that are not included in the S&P 500® should be held by the Portfolio. The Portfolio may invest up to 15% of its total assets in equity securities not included in the S&P 500®. The Portfolio is an actively managed fund.
As a mutual fund investing primarily in common stocks, the Portfolio is subject to the risk that common stock prices will decline over short or even extended periods. The U.S. stock market tends to be cyclical, with periods when stock prices generally rise and periods when prices generally decline. The Sub-advisor believes that the various quantitative criteria used to determine which stocks to over- or under-weight will balance each other so that the overall risk of the Portfolio is not likely to differ materially from the risk of the S&P 500® itself. While the Portfolio attempts to outperform the S&P 500®, it is not expected that any outperformance will be substantial. The Portfolio also may underperform the S&P 500® over short or extended periods.
About the S&P 500®. The S&P 500® is a well-known stock market index that includes common stocks of 500 companies from several industrial sectors representing a significant portion of the market value of all common stocks publicly traded in the United States. Stocks in the S&P 500® are weighted according to their market capitalization (the number of shares outstanding multiplied by the stocks current price). The composition of the S&P 500® is determined by S&P based on such factors as market capitalization, trading activity, and whether the stock is representative of stocks in a particular industry group. The composition of the S&P 500® may be changed from time to time. Standard & Poors®, S&P 500®, and Standard & Poors 500 are trademarks of The McGraw-Hill Companies, Inc. and have been licensed for use by the Investment Manager.
The Portfolio is not sponsored, endorsed, sold or promoted by Standard &Poors, a division of The McGraw-Hill Companies, Inc. (S&P). S&P makes no representation or warranty, express or implied, to the shareholders of the Portfolio or any member of the public regarding the advisability of investing in securities generally or in the Portfolio particularly or the ability of the S&P 500® to track general stock market performance. S&Ps only relationship to the Investment Manager or the Sub-advisor is a license provided to the Investment Manager of certain trademarks and trade names of S&P and of the S&P 500®, which is determined, composed and calculated by S&P without regard to the Investment Manager, Sub-advisor, or Portfolio. S&P has no obligation to take the needs of the Investment Manager, Sub-advisor or the shareholders of the Portfolio into consideration in determining, composing or calculating the S&P 500®. S&P is not responsible for and has not participated in the determination of the prices and amount of the Portfolio or the timing of the issuance or sale of the Portfolio, or in the determination or calculation of the Portfolios net asset value. S&P has no obligation or liability in connection with the administration, marketing or trading of the Portfolio.
S&P does not guarantee the accuracy and/or the completeness of the S&P 500® or any data included therein and shall have no liability for any errors, omissions, or interruptions therein. S&P makes no warranty, express or implied, as to the results to be obtained by the Portfolio, shareholders of the Portfolio, or any other person or entity from the use of the S&P 500® or any data included therein. S&P makes no express or implied warranties and expressly disclaims all warranties of merchantability or fitness for a particular purpose or use with respect to the S&P 500® or any data included therein. Without limiting any of the foregoing, in no event shall S&P have any liability for any special, punitive, indirect or consequential damages (including lost profits), even if notified of the possibility of such damages.
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Derivatives. The Portfolio may invest in various instruments that are or may be considered derivatives, including securities index futures contracts and related options, warrants and convertible securities. These instruments may be used for several reasons: to simulate full investment in the S&P 500® while retaining cash for fund management purposes, to facilitate trading, to reduce transaction costs or to seek higher investment returns when the futures contract, option, warrant or convertible security is priced more attractively than the underlying equity security or the S&P 500®. The Portfolio will not use derivatives for speculative purposes or to leverage its assets. The Portfolio will limit its use of securities index futures contracts and related options so that, at all times, margin deposits for futures contracts and premiums on related options do not exceed 5% of the Portfolios assets and provided that the percentage of the Portfolios assets being used to cover its obligations under futures and options does not exceed 50%.
Additional information about these derivative instruments and their risks is included in this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. The Portfolio may maintain up to 25% of its assets in short-term debt securities and money market instruments to meet redemption requests or to facilitate investment in the securities of the S&P 500®. These securities include obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities or by any of the states, repurchase agreements, commercial paper, and certain bank obligations. The Portfolio will not invest in these securities as part of a temporary defensive strategy to protect against potential market declines.
Principal Investment Policies and Risks:
The Portfolios investment strategy utilizes quantitative management techniques in a two-step process that draws heavily on computer technology. In the first step, the Sub-advisor ranks stocks, primarily the 1,500 largest publicly traded companies in the United States (measured by the value of the stock), from most attractive to least attractive. This is determined by using a computer model that combines measures of at stocks value as well as measures of its growth potential. To measure value, the Sub-advisor uses ratios of stock price to book value and stock price to cash flow, among others. To measure growth, the Sub-advisor uses the rate of growth in a companys earnings and changes in its earnings estimates, as well as other factors.
In the second step, the Sub-advisor uses a technique called portfolio optimization. In portfolio optimization, the Sub-advisor uses a computer to build a portfolio of stocks from the ranking described above that it believes will provide the optimal balance between risk and expected return. The goal is to create a portfolio that provides better returns than its benchmark without taking on significant additional risk. In building the Portfolio, the Sub-advisor also attempts to create a dividend yield that will be greater than that of the S&P 500 Index.
The Sub-advisor generally sells stocks from the Portfolio when it believes:
· a stock becomes too expensive relative to other stock opportunities,
· a stocks risk parameters outweigh its return opportunity,
· more attractive alternatives are identified, and/or
· specific events alter a stocks prospects.
The Sub-advisor does not attempt to time the market. Instead , under normal market conditions, it intends to keep the Portfolio essentially fully invested in stocks regardless of the movement of stock prices generally.
The value of the Portfolios shares depends on the value of the stocks and other securities it owns. The value of the individual securities the Portfolio owns will up and down depending on the performance of the companies that issued them, general market and economic conditions, and investor confidence.
At any given time your shares may be worth more or less than the price you paid for them. In other words, it is possible to lose money by investing in the funds.
The Portfolios performance will be closely tied to the performance of its benchmark. If the Portfolios benchmark goes down, it is likely that the Portfolios performance will go down.
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Although current income is an objective for the Portfolio, if the stocks that make up its benchmark do not have a high dividend yield, the Portfolios dividend will not be high.
The Portfolios performance also may be affected by investments in initial public offerings (IPOs). The impact of IPOs on the Portfolios performance depends on the strength of the IPO market and the size of the Portfolio. IPOs may have impact on the Portfolios performance as its assets grow.
Market performance tends to be cyclical, and, in the various cycles, certain investment styles may fall in and out of favor. If the market is not favoring the quantitative style used by the Portfolio and/or the stocks contained in the Portfolios respective benchmark, the Portfolios gains may not be as big as, or their losses may be bigger than, other equity funds using different investment styles.
When the Sub-advisor believes that it is prudent, the Portfolio may invest a portion of their assets in foreign securities, debt securities, preferred stock and equity-equivalent securities, such as convertible securities, stock futures contracts or stock index futures contracts. The fund limits its purchase of debt securities to investment grade obligations. Futures contracts, a type of derivative security, can help the Portfolios cash assets remain liquid while performing more like stocks. The Sub-advisor has a policy governing futures contracts and similar derivative securities to help manage the risk of these types of investments. For example, the Sub-advisor cannot invest in a derivative security if it would be possible for the Portfolio to lose more money than the notional value of the investment.
AST ALLIANCEBERNSTEIN GROWTH & INCOME PORTFOLIO:
Principal Investment Policies and Risks:
The Portfolio normally will invest in common stocks (and securities convertible into common stocks).
The Sub-advisor will take a value-oriented approach, in that it will try to keep the Portfolios assets invested in securities that are selling at reasonable valuations in relation to their fundamental business prospects. In doing so, the Portfolio may forgo some opportunities for gains when, in the judgment of the Sub-advisor, they are too risky.
In seeking to achieve its objective, the Portfolio invests primarily in the equity securities of U.S. companies that the Sub-advisor believes are undervalued. The Sub-advisor believes that, over time, stock prices (of companies in which the Portfolio invests) will come to reflect the companies intrinsic economic values. The Sub-advisor uses a disciplined investment process to evaluate the companies in its extensive research universe. Through this process, the Sub-advisor seeks to identify the stocks of companies that offer the best combination of value and potential for price appreciation.
The Sub-advisors analysts prepare their own earnings estimates and financial models for each company followed. The Sub-advisor employs these models to identify equity securities whose current market prices do not reflect what it considers to be their intrinsic economic value. In determining a companys intrinsic economic value, the Sub-advisor takes into account any factors it believes bear on the ability of the company to perform in the future, including earnings growth, prospective cash flows, dividend growth and growth in book value. The Sub-advisor then ranks, at least weekly, each of the companies in its research universe in the relative order of disparity between their stock prices and their intrinsic economic values, with companies with the greatest disparities receiving the highest ranking (i.e. being considered the most undervalued).
The Portfolio, in addition to investing in common stocks and convertible securities, may write covered call options listed on domestic securities exchanges with respect to securities in the Portfolio. It is not intended for the Portfolio to write covered call options with respect to securities with an aggregate market value of more than 10% of the Portfolios net assets at the time an option is written. The Portfolio also may purchase and sell forward and futures contracts and related options for hedging purposes. The Portfolio may also invest up to 10% of its net assets (at the time of investment) in foreign securities, and invest in straight bonds and other debt securities.
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Temporary Investments. The Portfolio may invest in short-term debt and other high quality fixed-income securities to create reserve purchasing power and also for temporary defensive purposes. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective may be limited.
Principal Investment Policies and Risks:
The Portfolio intends to maintain approximately 60% of its assets in equity securities and the remainder in bonds and other fixed income securities.
Equity Investments. For the equity portion of the Portfolio, the Sub-advisor utilizes quantitative management techniques in a two-step process that draws heavily on computer technology. In the first step, the Sub-advisor ranks stocks, primarily the 1,500 largest publicly traded companies in the United States (measured by the value of their stock) from most attractive to least attractive. These rankings are determined by using a computer model that combines measures of a stocks value as well as measures of its growth potential. To measure value, the Sub-advisor uses ratios of stock price to book value and stock price to cash flow, among others. To measure growth, the Sub-advisor uses the rate of growth of a companys earnings and changes in its earnings estimates, as well as other factors.
In the second step, the Sub-advisor uses a technique called portfolio optimization. In portfolio optimization, the Sub-advisor uses a computer to build a portfolio of stocks from the ranking described above that it thinks will provide the optimal balance between risk and expected return. The goal is to create an equity portfolio that provides better returns than the S&P 500® Index without taking on significant additional risk.
The Sub-advisor also consults the rankings described above when determining whether to sell a particular security. As a securitys ranking falls, the Sub-advisor will consider many factors in addition to the computer-generated information for the security, including, among other things, a securitys price, whether a securitys risk parameters outweigh its return opportunities, general market conditions and any other factors deemed relevant by the Sub-advisor.
Fixed Income Investments. The fixed-income portion of the Portfolio is invested primarily in a diversified portfolio of high-grade government, corporate, asset-backed and similar securities payable in U.S. currency. At least 80% of the fixed-income assets will be invested in securities that are rated within the three highest categories by a nationally recognized statistical rating organization. Up to 20% of the fixed-income portion may be invested in securities rated in the fourth category, and up to 15% may be invested in securities rated in the fifth category. The rating category of a security will be determined at the time of purchase. In the event a security is subsequently downgraded, the Portfolio will not be obligated to dispose of that security, but may continue to hold the security if deemed appropriate by the portfolio managers. Under normal market conditions, the weighted average maturity of the fixed-income portion of the Portfolio will be in the three- to 10-year range.
The Sub-advisor does not attempt to time the market. Instead, under normal market conditions, it intends to keep the equity portion of the Portfolio essentially fully invested in stocks regardless of the movement of stock prices generally. When the Sub-advisor believes it is prudent, the Portfolio may invest a portion of its assets in foreign securities, short-term securities, preferred stock and equity-equivalent securities, such as convertible securities, and nonleveraged futures contracts. The Sub-advisor may purchase securities including mortgage-backed securities, on a when issued or forward commitment basis. These transactions may be executed using dollar rolls or other investment techniques. Futures contracts, a type of derivative security, can help the Portfolio s cash assets remain liquid while performing more like stocks. The Sub-advisor has a policy governing futures contracts and similar derivative securities to help manage the risk of these types of investments. The fund may invest in securities issued or guaranteed by the U.S. Treasury and certain U.S. government agencies or instrumentalities such as the Government National Mortgage Association (Ginnie Mae). Ginnie Mae is supported by the full faith and credit of the U.S. government. Securities issued or guaranteed by other U.S. government agencies or instrumentalities, such as the Federal National Mortgage Association (Fannie Mae), the Federal Home Loan Mortgage Corporation (Freddie Mac), and the Federal Home Loan Bank (FHLB) are not guaranteed by the U.S. Treasury or supported by the full faith and credit of the U.S. government. However, they are authorized to borrow from the U.S. Treasury to meet their obligations.
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The value of the Portfolios shares depends on the value of the stocks, bonds and other securities it owns. The value of the individual equity securities the portfolio owns will go up and down depending on the performance of the companies that issued them, general market and economic conditions, and investor confidence. The value of the portfolios fixed income securities will be affected primarily by rising or falling interest rates and the continued ability of the issuers of these securities to make payments of interest and principal as they become due.
Generally, when interest rates rise, the value of the Portfolios fixed-income securities will decline. The opposite is true when interest rates decline. The interest rate risk is higher for the fixed-income portion of the Portfolio than for funds that have a shorter weighted average maturity, such as money market and short-term bond funds.
The lower rated bonds in which the portfolio may invest, BBB- and BB rated bonds, contain some speculative characteristics. Having these bonds in the portfolio means the Portfolios value may go down more if interest rates or other economic conditions change than if the Portfolio contained only higher-rated bonds.
Because the equity portion of the Portfolio uses quantitative management techniques to try to achieve a total return that exceeds the total return of the S&P 500 Index, its performance will correlate to the indexs performance. If the index goes down, it is likely that the Portfolios performance will go down.
At any given time your shares may be worth more or less than the price you paid for them. In other words, it is possible to lose money by investing in the funds.
For further information on these securities and investment practices, see this Prospectus under Certain Risk Factors and Investment Methods.
AST ADVANCED STRATEGIES PORTFOLIO
Investment Objective: The investment objective of the Portfolio is to seek a high level of absolute return by using a combination of traditional and non-traditional investment strategies and by investing primarily in a diversified portfolio of equity and fixed-income securities and derivative instruments.
Principal Investment Policies and Risks
General. The Investment Managers will allocate the net assets of the Portfolio across different investment categories and different Sub-Advisors. PI, through its Strategic Investment Research Group (SIRG) team, will also directly manage a portion of the assets of the Portfolio. Certain investment categories will contain sub-categories. The investment adviser for a category or sub-category will employ a specific investment strategy for that category or sub-category.
The Investment Managers will employ a two-tiered approach to allocating Portfolio assets across the various investment categories, sub-categories, and investment advisers. First, the Investment Managers will analyze the macro-economic landscape, the capital markets, and the related implications for investment strategy. Second, the Investment Managers will draw on their in-depth understanding of the strategies used by the investment advisers to determine which advisers are expected to perform best under the prevailing macro-economic landscape.
Overall, the Portfolio will pursue a combination of traditional and non-traditional investment strategies. Subject to market and economic conditions, it is currently expected that the allocation across the various investment categories, sub-categories, and investment advisers will be as follows.
Investment Category |
|
|
|
Sub-category (If Applicable) |
|
Estimated
|
|
Investment Adviser |
|
||||
U.S. Large-Cap Growth |
|
|
|
|
12.50 |
% |
|
|
Marsico |
|
|
||
U.S. Large-Cap Value |
|
|
|
|
12.50 |
% |
|
|
T. Rowe Price |
|
|
||
International Growth |
|
|
|
|
12.50 |
% |
|
|
William Blair |
|
|
||
International Value |
|
|
|
|
12.50 |
% |
|
|
LSV |
|
|
||
U.S. Fixed-Income |
|
|
|
|
15.00 |
% |
|
|
PIMCO |
|
|
||
Hedged International Bond |
|
Developed Markets |
|
|
10.00 |
% |
|
|
PIMCO |
|
|
||
|
|
Emerging Markets |
|
|
5.00 |
% |
|
|
PIMCO |
|
|
||
Advanced Strategies I |
|
Commodities Real Return |
|
|
5.00 |
% |
|
|
PIMCO |
|
|
||
|
|
Real Return |
|
|
2.50 |
% |
|
|
PIMCO |
|
|
||
|
|
Real Estate Real Return |
|
|
2.50 |
% |
|
|
PIMCO |
|
|
||
Advanced Strategies II |
|
|
|
|
10.00 |
% |
|
|
PI |
|
|
||
|
|
|
|
|
100.00 |
% |
|
|
|
|
|
86
The expected asset allocation provides for an allotment of 50% of Portfolio assets to a combination of domestic and international equity strategies and an allotment of 50% of Portfolio assets to a combination of U.S. fixed-income, hedged international bond, real return and exchange-traded fund investment strategies. The Portfolio will use derivative instruments to gain exposure to certain commodity and real estate related indices along with junk bonds in connection with these investment strategies. The expected asset allocations described above are subject to change at any time without notice at the sole discretion of the Investment Managers.
Description of Traditional Investment Categories and Sub-categories. The investment categories and sub-categories for which the applicable Sub-advisors will pursue traditional investment strategies include the following:
· U.S. Large-Cap Growth;
· U.S. Large-Cap Value;
· International Growth;
· International Value;
· U.S. Fixed-Income; and
·
Hedged
International Bond
Developed Markets sub-category
Emerging Markets sub-category
Brief descriptions of the investment strategies to be used by the Sub-Advisors are set forth below.
U.S. Large-Cap Growth (Marsico). Marsico will invest primarily in the common stocks of large U.S. companies (typically companies that have a market capitalization in the range of $4 billion or more) that are selected for their growth potential. Marsico will normally hold a core position of between 35 and 50 common stocks. Marsico also may invest up to 15% of the assets attributable to this investment category in foreign securities. In selecting investments for the Portfolio, Marsico uses an approach that combines top-down macro-economic analysis with bottom-up stock selection.
The top-down approach may take into consideration macro-economic factors such as, without limitation, interest rates, inflation, demographics, the regulatory environment, and the global competitive landscape. In addition, Marsico may also examine other factors that may include, without limitation, the most attractive global investment opportunities, industry consolidation, and the sustainability of financial trends observed. As a result of the top-down analysis, Marsico seeks to identify sectors, industries and companies that may benefit from the overall trends Marsico has observed.
Marsico then looks for individual companies or securities with earnings growth potential that may not be recognized by the market at large. In determining whether a particular company or security may be a suitable investment, Marsico may focus on any of a number of different attributes that may include, without limitation, the companys specific market expertise or dominance; its franchise durability and pricing power; solid fundamentals (e.g., a strong balance sheet, improving returns on equity, the ability to generate free cash flow, apparent use of conservative accounting standards, and transparent financial disclosure); strong and ethical management; commitment to shareholder interests; reasonable valuations in the context of projected growth rates; and other indications that a company or security may be an attractive investment prospect. This process is called bottom-up stock selection. As part of this fundamental, bottom-up research, Marsico may visit with various levels of a companys management, as well as with its customers and (as relevant) suppliers, distributors, and competitors. Marsico also may prepare detailed earnings and cash flow models of companies. These models may assist Marsico in projecting potential earnings growth and other important company financial characteristics under different scenarios. Each model is typically customized to follow a particular company and is generally intended to replicate and describe a companys past, present and potential future performance. The models may include quantitative information and detailed narratives that reflect updated interpretations of corporate data and company and industry developments.
Marsico may reduce or sell portfolio securities if, in its opinion, a companys fundamentals change substantially, its stock price appreciates excessively in relation to fundamental earnings growth prospects, the company appears not to realize its growth potential, or there are more attractive investment opportunities elsewhere.
The core investments for this investment category generally will be comprised of established companies and securities that exhibit growth characteristics. However, these investments also may typically include companies with more aggressive
87
growth characteristics, and companies undergoing significant changes (e.g., the introduction of a new product line, the appointment of a new management team or an acquisition).
U.S. Large-Cap Value (T. Rowe Price). T. Rowe Price will invest primarily in common stocks of large U.S. companies that appear to be undervalued, and in securities that are expected to produce dividend income. T. Rowe Price also may invest up to 10% of the assets attributable to this investment category in foreign securities. T. Rowe Price typically will employ a value approach in selecting investments for the domestic large-cap value portion of the Portfolio. T. Rowe Prices in-house research team seeks to identify companies that appear to be undervalued by various measures and may be temporarily out of favor but have good prospects for capital appreciation and dividend growth.
International Growth (William Blair). William Blair will use fundamental research to identify stocks of foreign companies with market capitalizations over $100 million that have above-average prospective growth, evidence of sustainability of future growth, above-average profitability and reinvestment of internal capital, and conservative capital structure.
International Value (LSV). LSV will employ a proprietary model and other quantitative methods in an attempt to pick undervalued foreign stocks with high near-term appreciation potential. Cash flow-to-price ratios, book-to-market ratios and certain past performance measures are some of the important variables reviewed by LSV in its investment process.
U.S. Fixed-Income (PIMCO). Under normal circumstances, PIMCO will invest primarily in a diversified portfolio of fixed-income instruments of varying maturities. The average portfolio duration for securities held in this investment category will normally vary within a three- to six year time frame based on PIMCOs forecast for interest rates. PIMCO will invest primarily in fixed-income securities that are rated investment grade by established rating services but may invest up to 10% of the assets attributable to this investment category in junk bonds.
Hedged International Bond: Developed Markets Sub-category and Emerging Markets Sub-category (PIMCO). The Hedged International Bond investment category will contain a Developed Markets sub-category and an Emerging Markets sub-category. PIMCO will be responsible for allocating assets between the Developed Markets sub-category and the Emerging Markets sub-category. Emerging markets include those in countries defined as emerging or developing by the World Bank. Remaining markets will be classified as developed markets. In general terms, a security will be considered to be an emerging market security if it is principally traded on the securities markets of an emerging market country, or if the issuer thereof is organized or principally operates in an emerging market country, derives a majority of its income from its operations within an emerging market country, or has the majority of its assets in an emerging market country.
Under normal circumstances, PIMCO will invest at least 80% of the net assets attributable to this investment category in fixed-income instruments of issuers located outside the United States, representing at least three foreign countries, which may be represented by futures contracts (including related options) with respect to such securities, and options on such securities. PIMCO will normally hedge at least 75% of its exposure to foreign currencies for securities held in this investment category to reduce the risk of loss due to fluctuations in currency exchange rates.
PIMCO will select the foreign country and currency compositions for each sub-category based upon its evaluation of various factors, including, but not limited to, relative interest rates, exchange rates, monetary and fiscal policies, trade and current account balances. The average portfolio duration for securities held in this investment category normally is expected to vary within a zero- to eight-year time frame. PIMCO may invest all of the assets attributable to this investment category in non-investment grade fixed-income securities, subject to a limit of investing no more than 15% of such assets in securities rated below B by Moodys or by S&P or, if unrated, determined by PIMCO to be of comparable quality.
The assets attributable to this investment category may be invested in a limited number of issuers and in both sovereign and non-sovereign debt securities. Sovereign debt securities are debt securities issued or guaranteed by foreign government entities
Description of Non-Traditional Investment Categories and Sub-categories. The investment categories and sub-categories for which the PIMCO and PI will pursue non-traditional investment strategies include the following:
·
Advanced
Strategies I; and
Commodities Real Return sub-category
Real Return sub-category
Real Estate Real Return sub-category
88
· Advanced Strategies II
Brief descriptions of the investment strategies to be used by PIMCO and PI are set forth below.
Advanced Strategies I: The Advanced Strategies I investment category will contain a Commodities Real Return sub-category, a Real Return sub-category, and a Real Estate Real Return sub-category. PI will direct PIMCO how to allocate assets among the Commodities Real Return sub-category, the Real Return sub-category, and the Real Estate Real Return sub-category based upon PIs own forward-looking assessment of macroeconomic, market, financial, security valuation, and other factors.
The average portfolio duration for securities held in this investment category normally will vary within three years (plus or minus) of the real duration of the Lehman Brothers U.S. TIPS Index. As of June 30, 2005, the real duration of that index was 6.9 years. For these purposes, in calculating the average portfolio duration for this investment category, PIMCO includes the real duration of inflation-indexed portfolio securities and the nominal duration of non-inflation-indexed portfolio securities. PIMCO will normally hedge at least 75% of its exposure to foreign currencies for securities held in this investment category to reduce the risk of loss due to fluctuations in currency exchange rates. The assets attributable to this investment category may be invested in a limited number of issuers.
Advanced Strategies I: Commodities Real Return Sub-category (PIMCO). Rather than invest directly in physical commodities, PIMCO will employ an enhanced-index strategy for this sub-category. Specifically, PIMCO will use commodity-index-linked derivative instruments, such as commodity swap agreements, with a goal of gaining 100% exposure to the investment return of the Dow Jones AIG Commodity Total Return Index, a widely followed measure of commodity prices. Assets not invested in commodity-linked derivative instruments may be invested in inflation-indexed securities and other fixed-income instruments, including derivative fixed-income instruments. Inflation-indexed bonds offer a return that is linked to changes in the rate of inflation.
Advanced Strategies I: Real Return Sub-category (PIMCO). This sub-category will focus primarily on investments in U.S. Treasury Inflation Protected Securities. The top-down investment process used by PIMCO for this sub-category will begin with its annual secular forum where PIMCO develops a 3-5 year outlook for the global economy and interest rates. This analysis will help set the basic sub-category parameters, including duration, yield-curve positioning, sector weightings, credit quality breakdown, and individual security selection. PIMCO will focus on duration management to manage yield curve exposure based on the firms general investment outlook.
Advanced Strategies I: Real Estate Real Return Sub-category (PIMCO). Similar to the investment strategy for the Commodities Real Return sub-category, PIMCO will employ an enhanced-index strategy for the Real Estate Real Return sub-category rather than invest directly in REITs. Specifically, PIMCO will use REIT-index-linked derivative instruments, such as REIT swap agreements, with a goal of gaining 100% exposure to the investment return of the Dow Jones Wilshire REIT Index, a widely followed measure of REIT prices. Assets not invested in real estate-linked derivative instruments may be invested in inflation-indexed securities and other fixed-income instruments, including derivative fixed-income instruments. As set forth above, inflation-indexed bonds offer a return that is linked to changes in the rate of inflation. PIMCO may invest assets attributable to this sub-category directly in REITs as well.
Advanced Strategies II (PI). This investment category will focus primarily on investments in exchange-traded funds (ETFs). PI will analyze the holdings of the Portfolio and use a top-down, macro- and thematically-driven approach to establish tactical allocations among various components of the capital markets, including equity sectors, equity styles, equity capitalization, developed markets, and emerging markets.
Market Risk. The principal risk of investing in the Portfolio is market risk. Market risk is the risk that a particular equity or debt security in the Portfolio, the Portfolio itself, or equity or debt markets in general may fall in value.
Foreign Investment Risk. The Portfolios investment in foreign securities presents additional risk, including currency risk. Foreign companies may be affected by adverse political, diplomatic and economic developments, taxes, less publicly available information and other factors. These risks may be heightened for a Portfolios investments in emerging market securities.
Interest Rate Risk. Debt obligations with longer maturities typically offer higher yields, but are subject to greater price shifts as a result of interest rate changes than debt obligations with shorter maturities. The prices of debt obligations generally move in the opposite direction to that of market interest rates.
89
Credit Risk. The debt obligations in which the Portfolio may invest are generally subject to the risk that the issuer may be unable to make principal and interest payments when they are due.
Junk Bond Risk. To the extent the Portfolio invests in junk bonds or other non-investment grade fixed-income securities, it may be subject to greater levels of interest rate, credit and liquidity risk than mutual funds that do not invest in such securities. These securities are considered predominately speculative with respect to the issuers continuing ability to make principal and interest payments. An economic downturn or period of rising interest rates could adversely affect the market for these securities and reduce the Portfolios ability to sell these securities (liquidity risk). If the issuer of a security is in default with respect to interest or principal payments, the Advanced Strategies Portfolio may lose its entire investment.
Derivative Instruments. The Portfolio may invest in securities and other instruments that are commonly referred to as derivatives. In general, derivative instruments are securities or other instruments whose value is derived from or related to the value of some other instrument or asset. Some derivatives and derivative strategies involve very little risk, while others can be extremely risky and can lead to losses in excess of the amount invested in the derivative.
The Portfolios use of derivative instruments will involve risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks described above, such as liquidity risk, interest rate risk, market risk, credit risk and management risk. The use of these strategies also involves the risk that the price movements of derivative instruments will not correspond exactly with those of the investments from which they are derived. In addition, strategies involving derivative instruments that are intended to reduce the risk of loss can also reduce the opportunity for gain. An investment in a derivative instrument also could cause the Portfolio to lose more than the principal amount invested. Furthermore, regulatory requirements for the Portfolio to set aside assets to meet its obligations with respect to derivatives may result in the Portfolio being unable to purchase or sell securities when it would otherwise be favorable to do so, or in the Portfolio needing to sell securities at a disadvantageous time. The Portfolio may also be unable to close out its derivatives positions when desired.
Commodity Risk. The Portfolios investments in commodity-linked derivative instruments may subject the Portfolio to greater volatility than investments in traditional securities. The value of commodity-linked derivative instruments may be affected by changes in overall market movements, commodity index volatility, changes in interest rates, or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs, and international economic, political and regulatory developments.
Real Estate Risk. The Portfolios emphasis on investments in real estate investment trusts (REITs) and in real estate-linked derivative instruments will subject the Portfolio to risks similar to those associated with direct ownership of real estate, including losses from casualty or condemnation, and changes in local and general economic conditions, supply and demand, interest rates, zoning laws, regulatory limitations on rents, property taxes, and operating expenses. An investment in a real estate-linked derivative instrument that is linked to the value of a REIT is subject to additional risks, such as poor performance by the manager of the REIT, adverse changes to the tax laws, or failure by the REIT to qualify for tax-free pass-through of income under the Internal Revenue Code of 1986. In addition, some REITs have limited diversification because they invest in a limited number of properties, a narrow geographic area, or a single type of property. Also, the organizational documents of a REIT may contain provisions that make changes in control of the REIT difficult and time-consuming.
Asset Allocation Risk. The performance of the Portfolio will depend to a certain extent on how its assets are allocated and reallocated among the various investment categories, sub-categories, and investment managers. A principal risk of investing in the Portfolio is that the Investment Managers will make less than optimal decisions regarding allocation of assets among the various investment categories, sub-categories, and investment advisers.
Temporary Investments. The Portfolio may, without limit as to the percentage of its assets, purchase U.S. government securities or short-term debt securities pending investments in other securities consistent with its investment objective, to meet shareholder redemptions, or for temporary defensive purposes. The Portfolios ability to achieve its investment objective will be reduced to the extent it must increase its holdings of temporary investments.
90
Principal Investment Policies and Risks:
The Portfolio normally invests approximately 60% of its total assets in equity securities and 40% in fixed income securities. This mix may vary over shorter time periods; the equity portion may range between 50-70% and the fixed income portion between 30-50%.
The Sub-advisor concentrates common stock investments in larger, more established companies, but the Portfolio may include small and medium-sized companies with good growth prospects. The Portfolios exposure to smaller companies is not expected to be substantial, and will not constitute more than 30% of the equity portion of the Portfolio. Up to 35% of the equity portion may be invested in foreign (non-U.S. dollar denominated) equity securities. The fixed income portion of the Portfolio will be allocated among investment grade securities (50-100% of the fixed income portion); high yield or junk bonds (up to 30%); foreign (non-U.S. dollar denominated) high quality debt securities (up to 30%); and cash reserves (up to 20%).
The precise mix of equity and fixed income investments will depend on the Sub-advisors outlook for the markets. When deciding upon asset allocations, the Sub-advisor may favor fixed income securities if the economy is expected to slow sufficiently to hurt corporate profit growth. The opposite may be true when strong economic growth is expected. The Portfolios investments in foreign equity and debt securities are intended to provide additional diversification, and the Sub-advisor will normally have at least three different countries represented in both the foreign equity and foreign debt portions of the Portfolio.
Securities may be sold for a variety of reasons, such as to effect a change in asset allocation, to secure gains or limit losses, or to re-deploy assets to more promising opportunities.
As a fund that invests both in equity and fixed income securities, the Portfolio risk of loss and share price fluctuation (and potential for gain) will tend to be less than funds investing primarily in equity securities and more than funds investing primarily in fixed income securities. Of course, both equity and fixed income securities may decline in value.
Equity securities may decline because the stock market as a whole declines, or because of reasons specific to the company, such as disappointing earnings or changes in its competitive environment. The Portfolios level of risk will increase if a significant portion of the Portfolio is invested in securities of small-cap companies. Like other fixed income funds, the fixed income portion of the Portfolio is subject to changes in market interest rates and changes in the credit quality of specific issuers. Because of the Portfolios focus on fixed income securities with intermediate to long maturities, changes in market interest rates may cause substantial declines in the Portfolios share price. The Portfolios level of risk will increase if a significant portion of the Portfolio is invested in lower-rated high yield bonds or in foreign securities. Because a significant portion of the Portfolios fixed income investments may be in mortgage-related and asset-backed securities, this could add increased volatility and carry special risks in the event of declining interest rates which would cause prepayments to increase, and the value of the securities to decrease.
Equity Securities. When selecting particular stocks to purchase, the Sub-advisor will examine relative values and prospects among growth and value-oriented stocks, domestic and international stocks, and small-to large-cap stocks. Domestic stocks are drawn from the overall U.S. market while international equities are selected primarily from large companies in developed countries. Investments in non-U.S. dollar denominated stocks 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. Stocks of companies in developing countries may also be included. The equity portion of the Portfolio also may include convertible securities, preferred stocks and warrants.
Investments in small companies involve both higher risk and greater potential for appreciation. These companies may have limited product lines, markets and financial resources, or they may be dependent on a small or inexperienced management group. In addition, their securities may trade less frequently and move more abruptly than securities of larger companies.
Fixed Income Securities. Bond investments are primarily investment grade (top four credit ratings) and are chosen from across the entire government and corporate bond markets. A significant portion of the Portfolios fixed income
91
investments may be in mortgage-related (including mortgage dollar rolls and derivatives such as collateralized mortgage obligations and stripped mortgage-backed securities) and asset-backed securities. Maturities and duration of the fixed income portion of the portfolio will reflect the sub-advisors outlook for interest rates. The cash reserves component will consist of high quality domestic and foreign money market instruments, including money market funds managed by the Sub-advisor.
The Portfolio may enter into stock index, interest rate or currency futures contracts (or options thereon) for hedging purposes or to provide an efficient means of adjusting the Portfolios exposure to the equity markets. The Portfolio may write covered call options and purchase put and call options on foreign currencies, securities, and financial indices. The Portfolio may invest up to 10% of its total assets in hybrid instruments, which combine the characteristics of futures, options and securities. To the extent the Portfolio uses these investments, it will be exposed to additional volatility and potential losses. The Portfolio may enter into forward foreign currency exchange contracts in connection with its foreign investments.
For an additional discussion of these other investments and their risks, see this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. As noted above, up to 20% of the fixed income portion of the Portfolio normally may consist of cash reserves including repurchase agreements. In addition, the Portfolio may maintain cash reserves without limitation for temporary defensive purposes. The Portfolio may also invest in money market funds managed by the Sub-advisor. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of a high level of total return may be limited. Cash reserves also provide flexibility in meeting redemptions and paying expenses.
AST GLOBAL ALLOCATION PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to seek to obtain a high level of total return.
Principal Investment Policies and Risks:
The Portfolio is a fund of funds. That means that the Portfolio seeks to achieve its investment objective by investing primarily in one or more Portfolios of the Trust in accordance with its own asset allocation strategy. The other Portfolios of the Trust in which the AST Global Allocation Portfolio may invest are collectively referred to as the Underlying Portfolios. The Portfolio actively allocates its assets by investing in shares of a diversified group of Underlying Portfolios. The Portfolio intends its strategy of investing in combinations of Underlying Portfolios to result in investment diversification that an investor could otherwise achieve only by holding numerous investments. The Investment Manager is not, however, responsible for the day-to-day management of the Underlying Portfolios in which the Portfolio invests. The Portfolio is expected to be invested in several Underlying Portfolios at any time.
The precise allocation among the Underlying Portfolios, government securities and cash investments will depend on the Investment Managers outlook for the markets. Shifts among Underlying Portfolios focused on different asset classes will normally be done gradually, and the Investment Managers will not attempt to precisely time the market. The Portfolios investments in Underlying Portfolios that may invest significant portions of their assets in foreign equity and debt securities are intended to provide additional diversification. The Investment Managers expect that the underlying portfolios in which it invests will normally have at least three different countries represented in the foreign equity category at any given time. However, the Investment Managers do not control investments by the Underlying Portfolios; therefore, the Portfolio may occasionally be invested in Underlying Portfolios that have fewer than three countries represented in the foreign equity category at a particular time. In addition, the Investment Managers may at any time determine that they do not wish for the Portfolio to be invested in Underlying Portfolios that have any assets invested in the foreign equity category.
The Investment Managers may change the allocations of its assets among Underlying Portfolios, government securities and cash at any time if the Investment Managers believe that doing so would better enable the Portfolio to pursue its investment objective. In addition, the Portfolio intends to periodically rebalance specific allocations among Underlying Portfolios in order to maintain current target allocations. These adjustments in targets are made based on the Investment Managers outlook for the economy, financial markets generally, and the relative market valuation of the asset classes represented by each Underlying Portfolio. Additionally the Portfolio may deviate from its targets or customary investment strategies when, in the Investment Managers opinion, it is necessary to do so to pursue the Portfolios investment objective
92
or for temporary defensive purposes. Shares of the Underlying Portfolios may be sold for a variety of reasons, such as to effect a change in asset allocation, to secure gains or limit losses, or to re-deploy assets to more promising opportunities.
The Portfolio is subject to a number of risks inherent in certain types of securities held by the Underlying Portfolios. Some of these risks include, but are not limited to the following risks: equity securities may decline because the stock market as a whole declines, or because of reasons specific to a company, such as disappointing earnings or changes in its competitive environment; the Portfolios level of risk will increase if a significant portion of the Portfolio is allocated to investment in securities of small-cap companies; and, any fixed income allocation of the Portfolio may be subject to changes in market interest rates and changes in the credit quality of specific issuers. Investment allocation in fixed income securities with intermediate to long maturities, could subject the Portfolio to the risk of substantial declines in the Portfolios share price when there are significant changes in market interest rates. The Portfolios level of risk will increase if a significant portion of the Portfolio is allocated to investment in lower-rated high yield bonds or in foreign securities. The Portfolios allocation of investments in mortgage-backed and asset-backed securities carry special risks in the event of declining interest rates, which would cause prepayments to increase, and the value of the securities to decrease.
It is expected that the Portfolio normally will be invested in several Underlying Portfolios. It is expected that, at most times, each of these several portfolios will invest primarily in particular asset classes designated by the Investment Managers, and that the Portfolio will be invested in at least one AST Portfolio focused on each of these asset classes. These asset classes include, but are not limited to, large cap value, small cap value, large cap growth, small cap growth, international equity and domestic bond (cap is short for capitalization, and refers to the level of capitalization of the companies in which a portfolio invests).
Government Securities. Government securities investments may include, but are not limited to, U.S. Treasury and agency issues. Any cash reserves component will consist of high quality domestic and foreign money market instruments. For additional information about the risks involved with fixed income securities, see this Prospectus under Certain Risks Factors and Investment Methods.
Mutual Fund Shares. Mutual fund shares have risks, and the value of those shares fluctuate. Since the assets of the Portfolio may be invested in shares of the Underlying Portfolios, the investment performance of the Portfolio may be related to the investment performance of the Underlying Portfolios in which the Portfolio may invest. The Portfolio has no control over the Underlying Portfolios investment strategies. Finally, the Portfolio, to the extent that it invests in mutual fund shares, may be exposed to the same risks as the Underlying Portfolios in direct proportion to the allocation of its assets among the Underlying Portfolios. These risks include the risks associated with a multi-manager approach to investing.
The Portfolios exposure, through the Underlying Portfolios, to international investments subjects the Portfolio to risks posed by political or economic conditions and regulatory requirements of a particular country which may be less stable or mature than in the U.S.
The officers and Trustees of the Portfolio presently serve as officers and Trustees of the Underlying Portfolios. Therefore conflicts may arise as those persons fulfill their fiduciary responsibilities to the Portfolio and to the Underlying Portfolios.
For additional information about the risks involved with mutual funds, see this Prospectus under Certain Risks Factors and Investment Methods.
Temporary Investments. The Portfolio may maintain cash reserves without limitation for temporary defensive or transition purposes. While the Portfolio is in a defensive or transition position, the opportunity to achieve its investment objective of a high level of total return may be limited. Cash reserves also provide flexibility in meeting redemptions and paying expenses.
AST AGGRESSIVE ASSET ALLOCATION PORTFOLIO
AST CAPITAL GROWTH ASSET ALLOCATION PORTFOLIO
AST BALANCED ASSET ALLOCATION PORTFOLIO
AST CONSERVATIVE ASSET ALLOCATION PORTFOLIO
AST PRESERVATION ASSET ALLOCATION PORTFOLIO
Investment Objective: The investment objective of each of the AST Aggressive Asset Allocation Portfolio, the AST Capital Growth Asset Allocation Portfolio, the AST Balanced Asset Allocation Portfolio, the AST Conservative Asset Allocation Portfolio, and the AST Preservation Asset Allocation Portfolio (collectively, the Dynamic Asset Allocation
93
Portfolios) is to obtain the highest potential total return consistent with its specified level of risk tolerance. The investment objective and the definition of risk tolerance level are not fundamental policies for any of the Asset Allocation Portfolios and, therefore, can be changed by the Board of Trustees of the Trust at any time. The current relative risk tolerance level for each of the Asset Allocation Portfolios may be summarized as set forth below.
Principal Investment Policies and Risks. Each Dynamic Asset Allocation Portfolio is a fund of funds. That means that each Dynamic Asset Allocation Portfolio seeks to achieve its investment objective by investing primarily in one or more Portfolios of the Trust in accordance with its own asset allocation strategy. The other Portfolios of the Trust in which a Dynamic Asset Allocation Portfolio may invest are collectively referred to as the Underlying Portfolios.
Each Dynamic Asset Allocation Portfolio also may invest directly in government securities and cash equivalents for cash management purposes. Government securities investments may include, but are not limited to, U.S. Treasury and agency issues. Any cash reserves component will consist of high quality domestic and foreign money market instruments.
Investment Process. The asset allocation strategy for each Dynamic Asset Allocation Portfolio generally will be determined by the Strategic Investment Research Group of PI in consultation with Morningstar. These strategies entail dividing the assets of each Dynamic Asset Allocation Portfolio between the equity and the debt/money market asset classes based upon certain categories within those asset classes. For example, categories within the equity asset class may be based upon stock market capitalization, investment style, or various other factors. Investment categories within the debt/money market asset class may be based upon credit quality, types of issuers, or various other factors. These allocations are referred to as strategic allocations. The Underlying Portfolio allocation for each Dynamic Asset Allocation Portfolio will be consistent with its strategic allocation.
In connection with the establishment of the strategic allocation for each Dynamic Asset Allocation Portfolio, Morningstar will provide PI with generalized economic and statistical information based primarily on historical risk/reward correlations and long-term models. PI will consider this analysis in conjunction with its own forward-looking assessment of macroeconomic, market, financial, security valuation, and other factors to establish the strategic allocation for the Dynamic Asset Allocation Portfolio. Morningstar will employ various quantitative and qualitative research methods to propose Underlying Portfolio allocations that are consistent with the strategic allocations. PI will consider these proposals along with its own quantitative and qualitative research methods in establishing the Underlying Portfolio allocation.
Under normal conditions, we currently expect that the Dynamic Asset Allocation Portfolios will invest their assets in Underlying Portfolios as set forth in the table below.
Dynamic Asset Allocation Portfolio |
|
|
|
Approximate
% of
|
|
Approximate
% of
|
|
AST Aggressive Asset Allocation Portfolio |
|
100%
|
|
0%
|
|
||
AST Capital Growth Asset Allocation Portfolio |
|
80%
|
|
20%
|
|
||
AST Balanced Asset Allocation Portfolio |
|
65%
|
|
35%
|
|
||
AST Conservative Asset Allocation Portfolio |
|
55%
|
|
45%
|
|
||
AST Preservation Asset Allocation Portfolio |
|
35%
|
|
65%
|
|
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The Dynamic Asset Allocation Portfolios currently expect that any changes to the strategic allocation and/or the Underlying Portfolio allocation and any Portfolio re-balancings will be effected within the ranges specified above. Consistent with each Dynamic Asset Allocation Portfolios principal investment policies, the Investment Managers may, however, change the strategic allocation or the Underlying Portfolio allocation both within and beyond the ranges specified above at any time in their sole discretion. In addition, the Investment Managers may, at any time in their sole discretion, rebalance the Dynamic Asset Allocation Portfolios investments to cause such investments to match the Underlying Portfolio allocation.
Temporary Investments. Up to 100% of a Dynamic Asset Allocation Portfolios assets may be invested temporarily in cash or cash equivalents and the Dynamic Asset Allocation Portfolio may otherwise deviate from its customary investment strategies in response to extraordinary adverse political, economic, financial, or stock market events. Temporary investments may include U.S. or foreign government obligations, commercial paper, bank obligations, and repurchase agreements. While a Dynamic Asset Allocation Portfolio is in a defensive position, the opportunity to achieve its investment objective will be limited. Shares of the Underlying Portfolios may be sold for a variety of reasons, such as to effect a change in strategic and Underlying Portfolio allocations, to secure gains, to limit losses, or to re-deploy assets to more promising opportunities.
Principal Risks. The Underlying Portfolio shares in which the Dynamic Asset Allocation Portfolios invest have risks, and the value of those shares will fluctuate. As a result, the performance of a Dynamic Asset Allocation Portfolio depends on how its assets are allocated and reallocated among the Underlying Portfolios. A principal risk of investing in each Dynamic Asset Allocation Portfolio is that the Investment Managers will make less than optimal decisions regarding allocation of assets in the Underlying Portfolios. Because each of the Dynamic Asset Allocation Portfolios generally invests all of its assets in Underlying Portfolios, the risks associated with each Dynamic Asset Allocation Portfolio are closely related to the risks associated with the securities and other investments held by the applicable Underlying Portfolios. The ability of each Dynamic Asset Allocation Portfolio to achieve its investment objective will depend on the ability of the Underlying Portfolios to achieve their investment objectives.
Some of these risks related to the Underlying Portfolios include, but are not limited to, the risks set forth below. Equity securities may decline because the stock market as a whole declines, or because of reasons specific to a company, such as disappointing earnings or changes in its competitive environment. In addition, a Dynamic Asset Allocation Portfolios level of risk will increase if a significant portion of such Portfolios assets are allocated to investment in securities of small and medium capitalization companies. The AST Aggressive Asset Allocation Portfolio, the AST Capital Growth Asset Allocation Portfolio, AST Balanced Asset Allocation Portfolio, and AST Conservative Asset Allocation Portfolio will be particularly subject to the above-referenced risks because each of them will have significant exposure to Underlying Portfolios that invest primarily in equity securities. Any fixed income allocation of a Dynamic Asset Allocation Portfolio may be subject to changes in market interest rates and changes in the credit quality of specific issuers. In addition, significant exposure to fixed income securities with intermediate to long maturities could subject a Dynamic Asset Allocation Portfolio to the risk of substantial declines in such Portfolios share price when there are significant changes in market interest rates. A Dynamic Asset Allocation Portfolios level of risk will increase if a significant portion of such Portfolios assets are allocated to investment in lower-rated high yield bonds (also commonly known as junk bonds) or in foreign securities. The AST Balanced Asset Allocation Portfolio, the AST Conservative Asset Allocation Portfolio, and the AST Preservation Asset Allocation Portfolio will be particularly subject to the above-referenced risks because each of them will have significant exposure to Underlying Portfolios that invest primarily in fixed-income securities.
For additional information about the risks involved with investing in mutual funds, see this Prospectus under Certain Risk Factors and Investment Methods.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in fixed income securities. The 80% investment requirement applies at the time the Portfolio invests its assets. To achieve its objectives, the Portfolio intends to invest primarily in all types of high quality bonds including those issued or
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guaranteed by the U.S. or foreign governments or their agencies and by foreign authorities, provinces and municipalities as well as investment grade corporate bonds and mortgage-related and asset-backed securities of U.S. and foreign issuers.
The Portfolio may also invest in convertible securities and corporate commercial paper; inflation-indexed bonds issued by both governments and corporations; structured notes, including hybrid or indexed securities, event-linked bonds and loan participations; delayed portfolio loans and revolving credit securities; bank certificates of deposit, fixed time deposits and bankers acceptances; repurchase agreements and reverse repurchase agreements; debt securities issued by federal, state or local governments and their agencies and government-sponsored enterprises; obligations of foreign governments or their subdivisions, agencies and government-sponsored enterprises; and obligations of international agencies or supranational entities.
The Portfolio seeks to moderate price fluctuation by actively managing its maturity structure and currency exposure. The Sub-advisor bases its investment decisions on fundamental market factors, currency trends, and credit quality. The Portfolio generally invests in countries where the combination of fixed-income returns and currency exchange rates appears attractive, or, if the currency trend is unfavorable, where the Sub-advisor believes that the currency risk can be minimized through hedging. These bonds must, at the time of purchase, have received an investment-grade rating from at least one rating agency (or if unrated, must have a Sub-advisor equivalent rating) but could be rated below investment-grade by other agencies. Such bonds are called split-rated).
Although the Portfolio expects to maintain an intermediate-to-long weighted average maturity, there are no maturity restrictions on the overall portfolio or on individual securities. The Portfolio may and frequently does engage in foreign currency transactions such as forward foreign currency exchange contracts, hedging its foreign currency exposure back to the dollar or against other foreign currencies (cross-hedging). The Sub-advisor also attempts to reduce currency risks through diversification among foreign securities and active management of currency exposures. The Sub-advisor may use foreign forward currency contracts (forwards) to hedge the risk to the Portfolio when foreign currency exchange rate movements are expected to be unfavorable to U.S. investors. The Sub-adviser may use forwards in an effort to benefit from a currency believed to be appreciating in value versus other currencies. The Sub-advisor may also invest in currencies or forwards in cases where the Portfolio does not hold bonds denominated in that currency, for example, in situations where the Sub-advisor wants currency exposure to a particular market but believes that the bonds are unattractive. Under certain circumstances, the Sub-advisor may commit a substantial portion of the Portfolio to currencies and forwards If the Sub-advisors forecast of currency movements proves wrong, this investment activity may cause a loss. Also, for emerging markets, it is often not possible to hedge the currency risk associated with emerging market bonds because their currency markets are not sufficiently developed.
The Portfolio may also invest up to 20% of its assets in the aggregate in below investment-grade, high-risk bonds (junk bonds) and emerging market bonds. Some emerging market bonds, such as Brady Bonds, may be denominated in U.S. dollars. In addition, the Portfolio may invest up to 30% of its assets in mortgage-related (including mortgage-dollar rolls and derivatives, such as collateralized mortgage obligations and stripped mortgage securities) and asset-backed securities.
Like any fixed income fund, the value of the Portfolio will fluctuate in response to changes in market interest rates and the credit quality of particular companies. International fixed income investing, however, involves additional risks that can increase the potential for losses. These additional risks include varying stages of economic and political development of foreign countries, differing regulatory and accounting standards in non-U.S. markets, and higher transaction costs. Because a substantial portion of the Portfolios investments are denominated in foreign currencies, exchange rates are also likely to have a significant impact on total Portfolio performance. For example, a rise in the U.S. dollars value relative to the Japanese yen will decrease the U.S. dollar value of a Japanese bond held in the Portfolio, even though the price of that bond in yen remains unchanged. Therefore, because of these currency risks and the risks of investing in foreign securities generally, the Portfolio will involve a greater degree of risk and share price fluctuation than a fund investing primarily in domestic fixed income securities, but ordinarily will involve less risk than a fund investing exclusively in foreign fixed income securities. In addition, the Portfolios focus on longer maturity bonds will tend to cause greater fluctuations in value when interest rates change. The Portfolios investments in mortgage-backed and asset-backed securities could further result in increased volatility, as these securities are sensitive to interest rate changes. Further, these securities carry special risks in the event of declining interest rates, which would cause prepayments to increase, and the value of the securities to decrease.
Types of Debt Securities. The Portfolios investments in debt securities may include securities issued or guaranteed by the U.S. and foreign governments, their agencies, instrumentalities or political subdivisions, securities issued or guaranteed
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by supranational organizations (e.g., European Investment Bank, InterAmerican Development Bank or the World Bank), bank or bank holding company securities, foreign and domestic corporate debt securities, and commercial paper.
The Portfolio may invest in zero coupon securities, which are securities that are purchased at a discount from their face value, but that do not make cash interest payments. Zero coupon securities are subject to greater fluctuation in market value as a result of changing interest rates than debt obligations that make current cash interest payments.
The Portfolio may invest in Brady Bonds, which are used as a means of restructuring the external debt burden of certain emerging countries. Even if the bonds are collateralized, they are often considered speculative investments because of the countrys credit history or other factors. The Portfolio may purchase the securities of certain foreign investment funds or trusts called passive foreign investment companies. Such trusts have been the only or primary way to invest in certain countries. In addition to bearing their proportionate share of the Trusts expenses, shareholders will also indirectly bear similar expenses of such trusts.
The Portfolio from time to time may invest in debt securities convertible into equities.
Nondiversified Investment Company. The Portfolio intends to select its investments from a number of country and market sectors, and intends to have investments in securities of issuers from a minimum of three different countries (including the United States). However, the Portfolio is considered a nondiversified investment company for purposes of the Investment Company Act of 1940. As such, the Portfolio may invest more than 5% of its assets in the fixed-income securities of individual foreign governments. The Portfolio generally will not invest more than 5% of its assets in any individual corporate issuer, except with respect to certain short-term investments. As a nondiversified fund, a price decline in any one of the Portfolios holdings may have a greater effect on the Portfolios value than on the value of a fund that is more broadly diversified.
Swap Agreements. The Portfolio may enter into interest rate, index, total return, credit default and currency exchange rate swap agreements for the purposes of attempting to obtain a desired return at a lower cost than if the Portfolio had invested directly in an instrument that yielded the desired return or for the purpose of hedging a portfolio position. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, the two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular investments or instruments. The returns to be exchanged between the parties are calculated with respect to a notional amount, i.e., a specified dollar amount that is hypothetically invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index. Commonly used swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate or cap; interest floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level or floor; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.
Under most swap agreements entered into by the Portfolio, the parties obligations are determined on a net basis. Consequently, the Portfolios obligations (or rights) under a swap agreement will generally be equal only to a net amount based on the relative values of the positions held by each party.
There are risks in the use of swaps. Whether the Portfolios use of swap agreements will be successful will depend on the sub-advisors ability to predict that certain types of investments are likely to produce greater returns than other investments. Interest rate and currency swaps could result in losses if interest rate or currency changes are not correctly anticipated. Total return swaps could result in losses if the reference index, security or investments do not perform as anticipated. Credit default swaps could result in losses if the sub-advisor does not correctly evaluate the creditworthiness of the company on which the credit default swap is based. Moreover, the Portfolio may not receive the expected amount under a swap agreement if the other party to the agreement defaults or becomes bankrupt. The Portfolio will not enter into a swap agreement with any single counterparty if the net amount owed or to be received under existing contracts with that party would exceed 5% of total assets, or if the net amount owed or to be received by the Portfolio under all outstanding swap agreements will exceed 10% of total assets.
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The Portfolio may buy and sell futures contracts (and related options) for a number of reasons including: to manage exposure to changes in interest rates, securities prices and currency exchange rates; as an efficient means of adjusting overall exposure to certain markets; to earn income; to protect the value of portfolio securities; and to adjust the portfolios duration. The Portfolio may purchase or write call and put options on securities, financial indices, and foreign currencies. The Portfolio may invest up to 10% of its total assets in hybrid instruments, which combine the characteristics of futures, options and securities.
Additional information on the securities in which the Portfolio may invest and their risks in included below under Certain Risk Factors and Investment Methods.
Temporary Investments. To protect against adverse movements of interest rates, the Portfolio may invest without limit in short-term obligations denominated in U.S. and foreign currencies such as certain bank obligations, commercial paper, short-term government and corporate obligations, repurchase agreements and money market mutual funds managed by the Sub-advisor. Cash reserves also provide flexibility in meeting redemptions and paying expenses. While the Portfolio is in a defensive position, the opportunity to achieve its investment objective of high current income and capital growth may be limited.
Principal Investment Strategies and Risks:
The Portfolio will invest, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at time of purchase) (Net Assets) in high-yield, fixed-income securities that, at the time of purchase, are non-investment grade securities. Non-investment grade securities are securities rated BB, Ba or below by Moodys Investors Services, Inc. or Standard & Poors Corporation, or, if unrated, determined by the Sub-Advisor to be of comparable quality.
The Portfolio may invest in all types of fixed income securities, including, senior and subordinated corporate debt obligations (such as bonds, debentures, notes and commercial paper), fixed time deposits and bankers acceptances, obligations of non-U.S. governments or their sub-divisions, agencies and government-sponsored enterprises, international agencies or supranational entities, debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises, mortgage-backed and other asset-backed securities, structured notes, including hybrid or indexed securities and loan participations, event-linked bonds, convertible and non-convertible corporate debt obligations, custodial receipts, municipal securities, brady bonds preferred stock, delayed funding loans and revolving credit facilities. The Portfolio may purchase the securities of issuers that are in default. The Portfolio may engage in short sales to a limited extent.
The Portfolio may invest up to 25% of its total assets in obligations of domestic and foreign issuers which are denominated in currencies other than the U.S. dollar and in securities of issuers located in emerging countries denominated in any currency. However, to the extent that the Sub-Adviser has entered into transactions that are intended to hedge the Funds position in a non-U.S. dollar denominated obligation against currency risk, such obligation will not be counted when calculating compliance with the 25% limitation on obligations in non-U.S. currency.
Under normal market conditions, the Portfolio may invest up to 20% of its Net Assets in investment grade fixed-income securities, including U.S. Government Securities. The Portfolio may also invest in common stocks, warrants, rights and other equity securities, but will generally hold such equity investments only when debt or preferred stock of the issuer of such equity securities is held by the Portfolio or when the equity securities are received by the Portfolio in connection with a corporate restructuring of an issuer.
To the extent the Portfolio invests in sovereign debt obligations the Portfolio will be subject to the risk that the issuer of the sovereign debt or the governmental authorities that control the repayment of the debt may be unable or unwilling to repay the principal or interest when due. There are also risks associated with the general political and social environment of a country. These factors may include among other things government instability, poor socioeconomic conditions, corruption, lack of law and order, lack of democratic accountability, poor quality of the bureaucracy, internal and external conflict, and religious and ethnic tensions. High political risk can impede the economic welfare of a country. The risks associated with the general economic environment of a country can encompass, among other things, low quality and growth
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rate of Gross Domestic Product (GDP), high inflation or deflation, high government deficits as a percentage of GDP, weak financial sector, overvalued exchange rate, and high current account deficits as a percentage of GDP. The risk factors associated with the inability of a country to pay its external debt obligations in the immediate future may include but are not limited to high foreign debt as a percentage of GDP, high foreign debt service as a percentage of exports, low foreign exchange reserves as a percentage of short-term debt or exports, and an unsustainable exchange rate structure.
Foreign Risk The Portfolio will be subject to risks of loss with respect to their foreign investments that are not typically associated with domestic issuers. Loss may result because of less foreign government regulation, less public information and less economic, political and social stability. Loss may also result from the imposition of exchange controls, confiscations and other government restrictions. The Portfolio will also be subject to the risk of negative foreign currency rate fluctuations. Foreign risks will normally be greatest when the Portfolio invests in issuers located in emerging countries.
Emerging Countries Risk The Portfolio may invest in emerging countries. The securities markets of Asian, Latin, Central and South American, Eastern European, Middle Eastern, African and other emerging countries are less liquid, are especially subject to greater price volatility, have smaller market capitalizations, have less government regulation and are not subject to as extensive and frequent accounting, financial and other reporting requirements as the securities markets of more developed countries. These risks are not normally associated with investments in more developed countries.
Junk Bond Risk The Portfolio will invest in non-investment grade fixed-income securities (commonly known as junk bonds) that are considered predominantly speculative by traditional investment standards. Non-investment grade fixed-income securities and unrated securities of comparable credit quality are subject to the increased risk of an issuers inability to meet principal and interest payment obligations. These securities may be subject to greater price volatility due to such factors as specific corporate or municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally and less secondary market liquidity.
The assets of the Portfolio are independently managed by two Sub-advisors under a multi-manager structure. Pursuant to the multi-manager structure, the Investment Managers of the Portfolio determine and allocate a portion of the Portfolios assets and cash flows to each of the Sub-advisors. The allocations and cash flows will be reviewed by the Investment Managers periodically, and the allocations and cash flows may be altered or adjusted by the Investment Managers without prior notice. Such adjustments will be reflected in the annual update to this prospectus.
Although each Sub-advisor will follow the Portfolios policy of investing, under normal circumstances, at least 80% of the Portfolios net assets in high-yield, fixed income securities that, at the time of purchase, are non-investment grade securities, each Sub-advisor expects to utilize different investment strategies to achieve the Portfolios objective of long-term capital growth. The current asset allocations and principal investment strategies for each of the Sub-advisors is summarized below:
Goldman Sachs Asset Management, L.P. (GSAM), as of March 20, 2006, was responsible for managing approximately 50% of the Portfolios assets. The Fund seeks a high level of current income and may also consider the potential for capital appreciation. The Portfolio invests, under normal circumstances, at least 80% of its net assets plus any borrowings for investment purposes (measured at the time of purchase) in high-yield, fixed-income securities that, at the time of purchase, are non-investment grade securities.
Pacific Investment Management Company LLC (PIMCO), as of March 20, 2006, was responsible for managing approximately 50% of the Portfolios assets. It is expected that 100% of future cash flows and redemptions will be allocated to PIMCO. PIMCOs investment strategy is to seeks maximum total return, consistent with preservation of capital and prudent investment management.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in fixed income securities. The 80% investment requirement applies at the time the Portfolio invests its assets.
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Fixed income securities include securities issued or guaranteed by the U.S. government, its agencies or government-sponsored enterprises; corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper; mortgage and other asset-backed securities; inflation-indexed bonds issued by both governments and corporations; structured notes, including hybrid or indexed securities, event-linked bonds and loan participations; delayed portfolio loans and revolving credit securities; bank certificates of deposit, fixed time deposits and bankers acceptances; repurchase agreements and reverse repurchase agreements; debt securities issued by state or local governments and their agencies and government-sponsored enterprises; obligations of foreign governments or their subdivisions, agencies and government-sponsored enterprises; and obligations of international agencies or supranational entities.
To pursue its objective, the Portfolio normally invests primarily in high yield and investment grade debt securities, securities convertible into common stock and preferred stocks. At least 20% of the Portfolios assets must be invested in any combination of investment grade debt securities, U.S. Government securities and cash equivalents.
The Sub-advisor believes that a high total return (current income and capital growth) may be derived from an actively managed, diversified portfolio of investments. Through portfolio diversification, credit analysis and attention to current developments and trends in interest rates and economic conditions, the Sub-advisor attempts to reduce the Portfolios risks. The Sub-advisor seeks unusual values, using fundamental, bottom-up research (i.e., research on individual companies rather than the economy as a whole) to identify undervalued securities. The Portfolio may find good value in high yield securities, sometimes called lower-rated bonds or junk bonds, and frequently may have more than half of its assets invested in those securities. Higher yield on debt securities can occur during periods of high inflation when the demand for borrowed money is high. Also, buying lower-rated bonds when the Sub-advisor believes their credit risk is likely to decrease may generate higher returns.
The Portfolio may also make significant investments in mortgage-backed securities. Although the Portfolio expects to maintain a weighted average maturity in the range of five to twelve years, there are no maturity restrictions on the overall portfolio or on individual securities.
The Portfolio may invest up to 20% of its net assets in equity securities. These include common stocks, preferred stocks, convertible preferred stocks, warrants, stock purchase rights and similar instruments.
As a fund that invests primarily in fixed income securities, the Portfolio is subject to the general risks and considerations associated with investing in such securities. The value of an investment in the Portfolio will change as market interest rates fluctuate. When interest rates rise, the prices of debt securities are likely to decline, and when interest rates fall, the prices of debt securities tend to rise. The Portfolio generally maintains a relatively long average maturity, and longer-term debt securities are usually more sensitive to interest rate changes. Put another way, the longer the maturity of a security, the greater the effect a change in interest rates is likely to have on its price.
There is also the risk that an issuer of a debt security will fail to make timely payments of principal or interest to the Portfolio, a risk that will be relatively high because the Portfolio will likely have substantial junk bond investments. The Portfolio may sustain losses if an issuer defaults as to principal and/or interest payments after the Portfolio purchases its securities. In addition, the market for high yield securities generally is less liquid than the market for higher-rated securities. In addition, the risk to which the Portfolio is subject may be high relative to other fixed income funds because of the Portfolios investment in convertible securities, which tend to be more volatile than non-convertible debt securities. In addition to the risks associated with fixed income securities generally, mortgage-backed securities are subject to the additional risk that early repayments will reduce the Portfolios return on such securities.
To the extent that the Portfolio invests in equity securities, it will be subject to the risks associated with investing in such securities. In general, stock values fluctuate in response to the activities of individual companies and in response to general market and economic conditions. The stock markets tend to be cyclical, with periods of generally rising stock prices and other periods of generally declining prices. Accordingly, the value of the equity securities that the Portfolio holds may decline over short or extended periods.
The Portfolio may invest up to 20% of its net assets in foreign securities (securities primarily traded in countries outside the United States), and may enter into forward foreign currency contracts in connection with these foreign investments.
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Additional information on the types of securities and instruments in which the Portfolio may invest and their risks are included in this Prospectus under Certain Risk Factors and Investment Methods.
Temporary Investments. While typically fully invested, the Portfolio may at times increase its investments in cash and short-term debt securities for defensive purposes. The Portfolio may also invest in short-term fixed income securities to invest uncommitted cash balances or to maintain liquidity to meet shareholder redemptions. Short-term securities include obligations of the U.S. Government and its agencies and instrumentalities, commercial paper, and bank certificates of deposit and bankers acceptances. When the Portfolio increases its cash position, the opportunity to achieve its investment objective of high total return will be limited.
Swap and Similar Transactions. The Portfolio may enter into swap transactions for hedging or for investment purposes. A swap transaction involves an agreement between two parties to exchange different cash flows based on a specified or notional amount. The cash flows exchanged in a specific transaction may be, among other things, payments that are the equivalent of interest on a principal amount, payments that would compensate the purchaser for losses on a defaulted security or basket of securities, or payments reflecting the performance of one or more specified securities or indices. The Portfolio may enter into swap transactions with counterparties that generally are banks, securities dealers or their respective affiliates.
In a credit swap, the Portfolio may agree to make one or more premium payments in exchange for the agreement of its counterparty to pay an amount equal to the decrease in value of a specified bond or a basket of debt securities upon the occurrence of a default or other credit event relating to the issuers of the debt. In such transactions, the Portfolio effectively acquires protection from decreases in the creditworthiness of the debt issuers. Alternatively, the Portfolio may agree to provide such credit protection in exchange for receiving the premium payments.
The use of these transactions is a highly specialized activity that involves investment techniques and risks that are different from those associated with ordinary portfolio securities transactions. If Lord Abbett is incorrect in its forecasts of the interest rates or market values or its assessments of the credit risks, relevant to these transactions that it enters, the investment performance of the Portfolio may be less favorable than it would have been if the Portfolio had not entered into them.
Because these arrangements are bi-lateral agreements between the Portfolio and its counterparty, each party is exposed to the risk of default by the other. In addition, they may involve a small investment of cash compared to the risk assumed with the result that small changes may produce disproportionate and substantial gains or losses to the Portfolio. However, the Portfolios obligations under swap agreements generally are collateralized by cash or government securities based on the amount by which the value of the payments that the Portfolio is required to pay exceed the value of the payments that its counterparty is required to make. The Portfolio segregates liquid assets equal to any difference between that excess and the amount of collateral that it is required to provide. Conversely, the Portfolio requires its counterparties to provide collateral on a comparable basis except in those instances in which Lord Abbett is satisfied with the claims paying ability of the counterparty without such collateral.
It is not currently expected that these transactions will be a principal strategy of the Portfolio.
AST PIMCO TOTAL RETURN BOND PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to seek to maximize total return, consistent with preservation of capital.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in fixed income securities. The 80% investment requirement applies at the time the Portfolio invests its assets. Fixed income securities include:
· securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises;
· corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;
· mortgage and other asset-backed securities;
· inflation-indexed bonds issued by both governments and corporations;
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· structured notes, including hybrid or indexed securities, event-linked bonds and loan participations;
· delayed funding loans and revolving credit securities;
· bank certificates of deposit, fixed time deposits and bankers acceptances;
· repurchase agreements and reverse repurchase agreements;
· debt securities issued by state or local governments and their agencies and government-sponsored enterprises;
· obligations of foreign governments or their subdivisions, agencies and government-sponsored enterprises;
· derivative instruments, including swap agreements; and
· obligations of international agencies or supranational entities.
Portfolio holdings will be concentrated in areas of the bond market (based on quality, sector, interest rate or maturity) that the Sub-advisor believes to be relatively undervalued. In selecting fixed income securities, the Sub-advisor uses economic forecasting, interest rate anticipation, credit and call risk analysis, foreign currency exchange rate forecasting, and other securities selection techniques. The proportion of the Portfolios assets committed to investment in securities with particular characteristics (such as maturity, type and coupon rate) will vary based on the Sub-advisors outlook for the U.S. and foreign economies, the financial markets, and other factors. The management of duration (a measure of a fixed income securitys expected life that incorporates its yield, coupon interest payments, final maturity and call features into one measure) is one of the fundamental tools used by the Sub-advisor.
The Portfolio will invest in fixed-income securities of varying maturities. The average portfolio duration of the Portfolio generally will vary within a three- to six-year time frame based on the Sub-advisors forecast for interest rates. The Portfolio may invest up to 10% of its assets in fixed income securities that are rated below investment grade (junk bonds) but are rated B or higher by Moodys Investors Services, Inc. (Moodys) or Standard & Poors Corporation (S&P) (or, if unrated, determined by the Sub-advisor to be of comparable quality).
Generally, over the long term, the return obtained by a portfolio investing primarily in fixed income securities such as the Portfolio is not expected to be as great as that obtained by a portfolio investing in equity securities. At the same time, the risk and price fluctuation of a fixed income fund is expected to be less than that of an equity portfolio, so that a fixed income portfolio is generally considered to be a more conservative investment. However, the Portfolio can and routinely does invest in certain complex fixed income securities (including various types of mortgage-backed and asset-backed securities) and engage in a number of investment practices (including futures, options, swaps and dollar rolls) as described below, that many other fixed income funds do not utilize. These investments and practices are designed to increase the Portfolios return or hedge its investments, but may increase the risk to which the Portfolio is subject.
Like other fixed income funds, the Portfolio is subject to market risk. Bond values fluctuate based on changes in interest rates, market conditions, investor confidence and announcements of economic, political or financial information. Generally, the value of fixed income securities will change inversely with changes in market interest rates. As interest rates rise, market value tends to decrease. This risk will be greater for long-term securities than for short-term securities. Certain mortgage-backed and asset-backed securities and derivative instruments in which the Portfolio may invest may be particularly sensitive to changes in interest rates. The Portfolio is also subject to credit risk, which is the possibility that an issuer of a security (or a counterparty to a derivative contract) will default or become unable to meet its obligation. Generally, the lower the rating of a security, the higher its degree of credit risk.
The following paragraphs describe some specific types of fixed-income investments that the Portfolio may invest in, and some of the investment practices that the Portfolio will engage in. More information about some of these investments, including futures, options and mortgage-backed and asset-backed securities, is included below under Certain Risk Factors and Investment Methods.
U.S. Government Securities. The Portfolio may invest in various types of U.S. Government securities, including those that are supported by the full faith and credit of the United States; those that are supported by the right of the issuing agency to borrow from the U.S. Treasury; those that are supported by the discretionary authority of the U.S. Government to purchase the agencys obligations; and still others that are supported only by the credit of the instrumentality.
Corporate Debt Securities. Corporate debt securities include corporate bonds, debentures, notes and other similar instruments, including convertible securities and preferred stock. Debt securities may be acquired with warrants attached. The rate of return or return of principal on some debt obligations may be linked or indexed to exchange rates between the U.S. dollar and a foreign currency or currencies.
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While the Sub-advisor may regard some countries or companies as favorable investments, pure fixed income opportunities may be unattractive or limited due to insufficient supply or legal or technical restrictions. In such cases, the Portfolio may consider equity securities or convertible bonds to gain exposure to such investments.
Variable and Floating Rate Securities. Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The interest rates on these securities are tied to other interest rates, such as money-market indices or Treasury bill rates, and reset periodically. While these securities provide the Portfolio with a certain degree of protection against losses caused by rising interest rates, they will cause the Portfolios interest income to decline if market interest rates decline.
Inflation-Indexed Bonds. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. The interest rate on these bonds is fixed at issuance, and is generally lower than the interest rate on typical bonds. Over the life of the bond, however, this interest will be paid based on a principal value that has been adjusted for inflation. Repayment of the adjusted principal upon maturity may be guaranteed, but the market value of the bonds is not guaranteed, and will fluctuate. The Portfolio may invest in inflation-indexed bonds that do not provide a repayment guarantee. While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to losses.
Event-Linked Bonds. Event-linked bonds are fixed income securities for which the return of principal and payment of interest is contingent upon the non-occurrence of a specific trigger event, such as a hurricane, earthquake or other physical or weather-related phenomenon. Some event-linked bonds are commonly referred to as catastrophe bonds. If the trigger event occurs, the Portfolio may lose all or a portion of the amount it invested in the bond. Event-linked bonds often provide for an extension of maturity to process and audit loss claims where a trigger event has, or possibly has, occurred. An extension of maturity may increase volatility. Event-linked bonds may also expose the Portfolio to certain unanticipated risks including credit risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked bonds may also be subject to liquidity risk.
Mortgage-Related and Other Asset-Backed Securities. The Portfolio may invest all of its assets in mortgage-backed and other asset-backed securities, including collateralized mortgage obligations. The value of some mortgage-backed and asset-backed securities in which the Portfolio invests may be particularly sensitive to changes in market interest rates.
Reverse Repurchase Agreements and Dollar Rolls. In addition to entering into reverse repurchase agreements (as described below under Certain Risk Factors and Investment Methods), the Portfolio may also enter into dollar rolls. In a dollar roll, the Portfolio sells mortgage-backed or other securities for delivery in the current month and simultaneously contracts to purchase substantially similar securities on a specified future date. The Portfolio forgoes principal and interest paid on the securities sold in a dollar roll, but the Portfolio is compensated by the difference between the sales price and the lower price for the future purchase, as well as by any interest earned on the proceeds of the securities sold. The Portfolio also could be compensated through the receipt of fee income. Reverse repurchase agreements and dollar rolls can be viewed as collateralized borrowings and, like other borrowings, will tend to exaggerate fluctuations in Portfolios share price and may cause the Portfolio to need to sell portfolio securities at times when it would otherwise not wish to do so.
Foreign Securities . The Portfolio may invest up to 30% of its assets in securities denominated in foreign currencies and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. The Portfolio may invest up to 10% of its assets in securities of issuers based in developing countries (as determined by the Sub-advisor). The Portfolio may buy and sell foreign currency futures contracts and options on foreign currencies and foreign currency futures contracts, and enter into forward foreign currency exchange contracts for the purpose of hedging currency exchange risks arising from the Portfolios investment or anticipated investment in securities denominated in foreign currencies. The Funds may also use foreign currency options and foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.
Short Sales Against the Box. The Portfolio may sell securities short against the box. For a discussion of this practice, see this Prospectus under Certain Risk Factors and Investment Methods.
Derivative Instruments. The Portfolio may purchase and write call and put options on securities, securities indices and on foreign currencies. The Portfolio may invest in interest rate futures contracts, stock index futures contracts and foreign currency futures contracts and options thereon that are traded on U.S. or foreign exchanges or boards of trade. The Portfolio may also enter into swap agreements with respect to foreign currencies, interest rates and securities indices. The
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Portfolio may use these techniques to hedge against changes in interest rates, currency exchange rates or securities prices or as part of its overall investment strategy.
For a discussion of futures and options and their risks, see this Prospectus under Certain Risk Factors and Investment Methods. The Portfolios investments in swap agreements are described directly below.
Swap Agreements . The Portfolio may enter into interest rate, index, credit and currency exchange rate swap agreements for the purposes of attempting to obtain a desired return at a lower cost than if the Portfolio had invested directly in an instrument that yielded the desired return. The Portfolio may also enter into options on swap agreements. A swap option is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, the two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular investments or instruments. The returns to be exchanged between the parties are calculated with respect to a notional amount, i.e., a specified dollar amount that is hypothetically invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index. Commonly used swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate or cap; interest floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level or floor; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.
The Portfolio may enter into credit default swap agreements. The buyer in a credit default contract is obligated to pay the seller a periodic stream of payments over the term of the contract provided that no event of default on an underlying reference obligation has occurred. If an event of default occurs, the seller must pay the buyer the full notional value, or par value, of the reference obligation in exchange for the reference obligation. The Portfolio may be either the buyer or seller in a credit default swap transaction. If the Portfolio is a buyer and no event of default occurs, the Portfolio will lose its investment and recover nothing. However, if an event of default occurs, the Portfolio (if the buyer) will receive the full notional value of the reference obligation that may have little or no value. As a seller, the Portfolio receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided that there is no default event. If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation. Credit default swap transactions involve greater risks than if the Portfolio had invested in the reference obligation directly.
Under most swap agreements entered into by the Portfolio, the parties obligations are determined on a net basis. Consequently, the Portfolios obligations (or rights) under a swap agreement will generally be equal only to a net amount based on the relative values of the positions held by each party.
Whether the Portfolios use of swap agreements will be successful will depend on the sub-advisors ability to predict that certain types of investments are likely to produce greater returns than other investments. Moreover, the Portfolio may not receive the expected amount under a swap agreement if the other party to the agreement defaults or becomes bankrupt. The swaps market is relatively new and is largely unregulated.
For purposes of applying the
Portfolios investment policies and restrictions (as stated in this Prospectus
and the Trusts SAI) swap agreements are generally valued by the Portfolios at
market value
. In the case of a credit default swap sold by a
Portfolio (
i.e.,
where the
Portfolio is selling credit default protection), however, the Portfolio will
generally value the swap at its notional amount. The manner in which certain
securities or other instruments are valued by the Portfolios for purposes of
applying investment policies and restrictions may differ from the manner in
which those investments are valued by other types of investors.
Collateralized Debt Obligations . The Portfolio may invest in collateralized debt obligations (CDOs), which includes collateralized bond obligations (CBOs), collateralized loan obligations (CLOs) and other similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans.
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For both CBOs and CLOs, the cashflows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the equity tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CBO trust or CLO trust typically have higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO securities as a class.
The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized by the Portfolios as illiquid securities, however an active dealer market may exist for CDOs allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities discussed elsewhere in this Prospectus and the Trusts SAI ( e.g., interest rate risk and default risk), CDOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the Portfolio may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
AST PIMCO LIMITED MATURITY BOND PORTFOLIO:
Investment Objective: The investment objective of the Portfolio is to seek to maximize total return, consistent with preservation of capital.
Principal Investment Policies and Risks:
The Portfolio will have a non-fundamental policy to invest, under normal circumstances, at least 80% of the value of its assets in fixed income securities. The 80% investment requirement applies at the time the Portfolio invests its assets. Fixed income securities include:
· securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises;
· corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;
· mortgage and other asset-backed securities;
· inflation-indexed bonds issued by both governments and corporations;
· structured notes, including hybrid or indexed securities, event-linked bonds and loan participations;
· delayed funding loans and revolving credit securities;
· bank certificates of deposit, fixed time deposits and bankers acceptances;
· repurchase agreements and reverse repurchase agreements;
· debt securities issued by state or local governments and their agencies and government-sponsored enterprises;
· obligations of foreign governments or their subdivisions, agencies and government-sponsored enterprises; and
· obligations of international agencies or supranational entities.
Portfolio holdings will be concentrated in areas of the bond market (based on quality, sector, interest rate or maturity) that the Sub-advisor believes to be relatively undervalued. In selecting fixed income securities, the Sub-advisor uses economic forecasting, interest rate anticipation, credit and call risk analysis, foreign currency exchange rate forecasting, and other securities selection techniques. The proportion of the Portfolios assets committed to investment in securities with particular characteristics (such as maturity, type and coupon rate) will vary based on the Sub-advisors outlook for the U.S. and foreign economies, the financial markets, and other factors. The management of duration (a measure of a fixed income securitys expected life that incorporates its yield, coupon interest payments, final maturity and call features into one measure) is one of the fundamental tools used by the Sub-advisor.
The Portfolio will invest in fixed-income securities of varying maturities. The average portfolio duration of the Portfolio generally will vary within a one- to three-year time frame based on the Sub-advisors forecast for interest rates. The Portfolio may invest up to 10% of its assets in fixed income securities that are rated below investment grade (junk bonds) but are rated B or higher by Moodys Investors Services, Inc. (Moodys) or Standard & Poors Corporation (S&P) (or, if unrated, determined by the Sub-advisor to be of comparable quality).
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Generally, over the long term, the return obtained by a portfolio investing primarily in fixed income securities such as the Portfolio is not expected to be as great as that obtained by a portfolio investing in equity securities. At the same time, the risk and price fluctuation of a fixed income fund is expected to be less than that of an equity portfolio, so that a fixed income portfolio is generally considered to be a more conservative investment. However, the Portfolio can and routinely does invest in certain complex fixed income securities (including various types of mortgage-backed and asset-backed securities) and engage in a number of investment practices (including futures, swaps and dollar rolls) as described below, that many other fixed income funds do not utilize. These investments and practices are designed to increase the Portfolios return or hedge its investments, but may increase the risk to which the Portfolio is subject.
Like other fixed income funds, the Portfolio is subject to market risk. Bond values fluctuate based on changes in interest rates, market conditions, investor confidence and announcements of economic, political or financial information. Generally, the value of fixed income securities will change inversely with changes in market interest rates. As interest rates rise, market value tends to decrease. This risk will be greater for long-term securities than for short-term securities. Therefore, the Portfolios share price is expected to fluctuate less than the AST PIMCO Total Return Bond Portfolio , because its average duration will be shorter. Certain mortgage-backed and asset-backed securities and derivative instruments in which the Portfolio may invest may be particularly sensitive to changes in interest rates. The Portfolio is also subject to credit risk, which is the possibility that an issuer of a security (or a counterparty to a derivative contract) will default or become unable to meet its obligation. Generally, the lower the rating of a security, the higher its degree of credit risk.
The following paragraphs describe some specific types of fixed-income investments that the Portfolio may invest in, and some of the investment practices that the Portfolio will engage in. More information about some of these investments, including futures, options and mortgage-backed and asset-backed securities, is included below under Certain Risk Factors and Investment Methods.
U.S. Government Securities. The Portfolio may invest in various types of U.S. Government securities, including those that are supported by the full faith and credit of the United States; those that are supported by the right of the issuing agency to borrow from the U.S. Treasury; those that are supported by the discretionary authority of the U.S. Government to purchase the agencys obligations; and still others that are supported only by the credit of the instrumentality.
Corporate Debt Securities. Corporate debt securities include corporate bonds, debentures, notes and other similar instruments, including convertible securities and preferred stock. Debt securities may be acquired with warrants attached. The rate of return or return of principal on some debt obligations may be linked or indexed to exchange rates between the U.S. dollar and a foreign currency or currencies.
While the Sub-advisor may regard some countries or companies as favorable investments, pure fixed income opportunities may be unattractive or limited due to insufficient supply or legal or technical restrictions. In such cases, the Portfolio may consider equity securities or convertible bonds to gain exposure to such investments.
Variable and Floating Rate Securities. Variable and floating rate securities provide for a periodic adjustment in the interest rate paid on the obligations. The interest rates on these securities are tied to other interest rates, such as money-market indices or Treasury bill rates, and reset periodically. While these securities provide the Portfolio with a certain degree of protection against losses caused by rising interest rates, they will cause the Portfolios interest income to decline if market interest rates decline.
Inflation-Indexed Bonds. Inflation-indexed bonds are fixed income securities whose principal value is periodically adjusted according to the rate of inflation. The interest rate on these bonds is fixed at issuance, and is generally lower than the interest rate on typical bonds. Over the life of the bond, however, this interest will be paid based on a principal value that has been adjusted for inflation. Repayment of the adjusted principal upon maturity may be guaranteed, but the market value of the bonds is not guaranteed, and will fluctuate. The Portfolio may invest in inflation-indexed bonds that do not provide a repayment guarantee. While these securities are expected to be protected from long-term inflationary trends, short-term increases in inflation may lead to losses.
Event-Linked Bonds . Event-linked bonds are fixed income securities for which the return of principal and payment of interest is contingent upon the non-occurrence of a specific trigger event, such as a hurricane, earthquake or other physical or weather-related phenomenon. Some event-linked bonds are commonly referred to as catastrophe bonds. If the trigger event occurs, the Portfolio may lose all or a portion of the amount it invested in the bond. Event-linked bonds often provide for an extension of maturity to process and audit loss claims where a trigger event has, or possibly has,
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occurred. An extension of maturity may increase volatility. Event-linked bonds may also expose the Portfolio to certain unanticipated risks including credit risk, adverse regulatory or jurisdictional interpretations, and adverse tax consequences. Event-linked bonds may also be subject to liquidity risk.
Mortgage-Related and Other Asset-Backed Securities. The Portfolio may invest all of its assets in mortgage-backed and other asset-backed securities, including collateralized mortgage obligations and stripped mortgage-backed securities. The value of some mortgage-backed and asset-backed securities in which the Portfolio invests may be particularly sensitive to changes in market interest rates.
Reverse Repurchase Agreements and Dollar Rolls. In addition to entering into reverse repurchase agreements (as described below under Certain Risk Factors and Investment Methods), the Portfolio may also enter into dollar rolls. In a dollar roll, the Portfolio sells mortgage-backed or other securities for delivery in the current month and simultaneously contracts to purchase substantially similar securities on a specified future date. The Portfolio forgoes principal and interest paid on the securities sold in a dollar roll, but the Portfolio is compensated by the difference between the sales price and the lower price for the future purchase, as well as by any interest earned on the proceeds of the securities sold. The Portfolio also could be compensated through the receipt of fee income. Reverse repurchase agreements and dollar rolls can be viewed as collateralized borrowings and, like other borrowings, will tend to exaggerate fluctuations in Portfolios share price and may cause the Portfolio to need to sell portfolio securities at times when it would otherwise not wish to do so.
Foreign Securities . The Portfolio may invest up to 30% of its assets in securities denominated in foreign currencies and may invest beyond this limit in U.S. dollar-denominated securities of foreign issuers. The Portfolio may buy and sell foreign currency futures contracts and options on foreign currencies and foreign currency futures contracts, and enter into forward foreign currency exchange contracts for the purpose of hedging currency exchange risks arising from the Portfolios investment or anticipated investment in securities denominated in foreign currencies. The Funds may also use foreign currency options and foreign currency forward contracts to increase exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one country to another.
Short Sales Against the Box. The Portfolio may sell securities short against the box. For a discussion of this practice, see this Prospectus under Certain Risk Factors and Investment Methods.
Derivative Instruments. The Portfolio may purchase and write call and put options on securities, securities indices and on foreign currencies. The Portfolio may invest in interest rate futures contracts, stock index futures contracts and foreign currency futures contracts and options thereon that are traded on U.S. or foreign exchanges or boards of trade. The Portfolio may also enter into swap agreements with respect to foreign currencies, interest rates and securities indices. The Portfolio may use these techniques to hedge against changes in interest rates, currency exchange rates or securities prices or as part of its overall investment strategy.
For a discussion of futures and options and their risks, see this Prospectus under Certain Risk Factors and Investment Methods. The Portfolios investments in swap agreements are described directly below.
Swap Agreements . The Portfolio may enter into interest rate, index, credit and currency exchange rate swap agreements for the purposes of attempting to obtain a desired return at a lower cost than if the Portfolio had invested directly in an instrument that yielded the desired return. The Portfolio may also enter into options on swap agreements. A swap option is a contract that gives a counterparty the right (but not the obligation) in return for payment of a premium, to enter into a new swap agreement or to shorten, extend, cancel or otherwise modify an existing swap agreement, at some designated future time on specified terms. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard swap transaction, the two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular investments or instruments. The returns to be exchanged between the parties are calculated with respect to a notional amount, i.e., a specified dollar amount that is hypothetically invested at a particular interest rate, in a particular foreign currency, or in a basket of securities representing a particular index. Commonly used swap agreements include interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate or cap; interest floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level or floor; and interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.
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The Portfolio may enter into credit default swap agreements. The buyer in a credit default contract is obligated to pay the seller a periodic stream of payments over the term of the contract provided that no event of default on an underlying reference obligation has occurred. If an event of default occurs, the seller must pay the buyer the full notional value, or par value, of the reference obligation in exchange for the reference obligation. The Portfolio may be either the buyer or seller in a credit default swap transaction. If the Portfolio is a buyer and no event of default occurs, the Portfolio will lose its investment and recover nothing. However, if an event of default occurs, the Portfolio (if the buyer) will receive the full notional value of the reference obligation that may have little or no value. As a seller, the Portfolio receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided that there is no default event. If an event of default occurs, the seller must pay the buyer the full notional value of the reference obligation. Credit default swap transactions involve greater risks than if the Portfolio had invested in the reference obligation directly.
Under most swap agreements entered into by the Portfolio, the parties obligations are determined on a net basis. Consequently, the Portfolios obligations (or rights) under a swap agreement will generally be equal only to a net amount based on the relative values of the positions held by each party.
Whether the Portfolios use of swap agreements will be successful will depend on the sub-advisors ability to predict that certain types of investments are likely to produce greater returns than other investments. Moreover, the Portfolio may not receive the expected amount under a swap agreement if the other party to the agreement defaults or becomes bankrupt. The swaps market is relatively new and is largely unregulated.
For purposes of applying the Portfolios investment policies and restrictions (as stated in this Prospectus and the Trusts SAI) swap agreements are generally valued by the Portfolios at market value. In the case of a credit default swap sold by a Portfolio (i.e., where the Portfolio is selling credit default protection), however, the Portfolio will generally value the swap at its notional amount. The manner in which certain securities or other instruments are valued by the Portfolios for purposes of applying investment policies and restrictions may differ from the manner in which those investments are valued by other types of investors.
Collateralized Debt Obligations . The Portfolio may invest in collateralized debt obligations (CDOs), which includes collateralized bond obligations (CBOs), collateralized loan obligations (CLOs) and other similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans.
For both CBOs and CLOs, the cashflows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the equity tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CBO trust or CLO trust typically have higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO securities as a class.
The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a Fund invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized by the Portfolios as illiquid securities, however an active dealer market may exist for CDOs allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed income securities discussed elsewhere in this Prospectus and the Trusts SAI (e.g., interest rate risk and default risk), CDOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the Portfolio may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.
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Investment Objective: The investment objective of the Portfolio is to seek high current income and maintain high levels of liquidity.
Principal Investment Policies and Risks:
As a money market fund, the Portfolio seeks to maintain a stable net asset value of $1.00 per share. In other words, the Portfolio attempts to operate so that shareholders do not lose any of the principal amount they invest in the Portfolio. Of course, there can be no assurance that the Portfolio will achieve its goal of a stable net asset value, and shares of the Portfolio are neither insured nor guaranteed by the U.S. government or any other entity. For instance, the issuer or guarantor of a portfolio security or the other party to a contract could default on its obligation, and this could cause the Portfolios net asset value per share to fall below $1.00. In addition, the income earned by the Portfolio will fluctuate based on market conditions, interest rates and other factors. In a low interest rate environment, the yield for the Portfolio, after deduction of operating expenses, may be negative even though the yield before deducting such expenses is positive. A negative yield may also cause the Portfolios net asset value per share to fall below $1.00. The Investment Manager may decide to reimburse certain of these expenses to the Portfolio in order to maintain a positive yield, however it is under no obligation to do so and may cease doing so at any time without prior notice.
Under the regulatory requirements applicable to money market funds, the Portfolio must maintain a weighted average portfolio maturity of not more than 90 days and invest in high quality U.S. dollar-denominated securities that have effective maturities of not more than 397 days. In addition, the Portfolio will limit its investments to those securities that, in accordance with guidelines adopted by the Trustees of the Trust, present minimal credit risks. The Portfolio will not purchase any security (other than a United States Government security) unless:
· rated in one of the two highest short-term rating categories by at least two rating organizations or, if only one rating organization has rated the security, so rated by that rating organization;
· rated in one of the three highest long-term rating categories by at least two rating organizations or, if only one rating organization has rated the security, so rated by that rating organization; or
· if unrated, of comparable quality as determined by the Funds investment adviser.
These standards must be satisfied at the time an investment is made. If the quality of the investment later declines, the Portfolio may continue to hold the investment, subject in certain circumstances to a finding by the Trustees that disposing of the investment would not be in the Portfolios best interest.
Subject to the above requirements, the Portfolio will invest in one or more of the types of investments described below.
United States Government Obligations. The Portfolio may invest in obligations of the U.S. Government and its agencies and instrumentalities either directly or through repurchase agreements. U.S. Government obligations include: (i) direct obligations issued by the United States Treasury such as Treasury bills, notes and bonds; and (ii) instruments issued or guaranteed by government-sponsored agencies acting under authority of Congress. Some U.S. Government obligations are supported by the full faith and credit of the U.S. Treasury; others are supported by the right of the issuer to borrow from the Treasury; others are supported by the discretionary authority of the U.S. Government to purchase the agencys obligations; still others are supported only by the credit of the agency. There is no assurance that the U.S. Government will provide financial support to one of its agencies if it is not obligated to do so by law.
Bank Obligations. The Portfolio may invest in high quality United States dollar denominated negotiable certificates of deposit, time deposits and bankers acceptances of U.S. and foreign banks, savings and loan associations and savings banks meeting certain total asset minimums. The Portfolio may invest in bank notes, which are short-term obligations issued by or through a bank. These instruments depend on the strength of the bank involved in the borrowing to give investors comfort that the borrowing will be repaid when promised. The Portfolio may also invest in obligations of international banking institutions designated or supported by national governments to promote economic reconstruction, development or trade between nations (e.g., the European Investment Bank, the Inter-American Development Bank, or the World Bank). These obligations may be supported by commitments of the respective banks member countries, however, there is no assurance that these commitments will be undertaken or met.
Commercial Paper; Bonds. The Portfolio may invest in high quality commercial paper and corporate bonds issued by United States issuers. The Portfolio may also invest in bonds and commercial paper of foreign issuers if the obligation is U.S. dollar-denominated and is not subject to foreign withholding tax.
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Asset-Backed Securities. The Portfolio may invest in asset-backed securities backed by credit card receivables, automobile loans, manufactured housing loans, corporate receivables, and home equity loans in accordance with industry limits based upon the underlying collateral.
Synthetic Instruments. As may be permitted by current laws and regulations, the Portfolio may invest in certain synthetic instruments. Such instruments generally involve the deposit of asset-backed securities in a trust arrangement and the issuance of certificates evidencing interests in the trust. The Sub-advisor will review the structure of synthetic instruments to identify credit and liquidity risks and will monitor such risks.
Demand Features. The Portfolio may purchase securities that include demand features, which allow the Portfolio to demand repayment of a debt obligation before the obligation is due or matures. This means that longer-term securities can be purchased because of the expectation that the Portfolio can demand repayment of the obligation at a set price within a relatively short period of time, in compliance with Rule 2a-7 under the Investment Company Act of 1940.
Floating Rate and Variable Rate Securities. The Portfolio may purchase floating rate and variable rate securities. These securities pay interest at rates that change periodically to reflect changes in market interest rates. Because these securities adjust the interest they pay, they may be beneficial when interest rates are rising because of the additional return the Portfolio will receive, and they may be detrimental when interest rates are falling because of the reduction in interest payments to the Portfolio.
Funding Agreements. The Portfolio may invest in funding agreements, which are contracts issued by insurance companies that guarantee a rate of return of principal, plus some amount of interest. Funding agreements purchased by the Portfolio will typically be short-term and will provide an adjustable rate of interest.
Foreign Securities. Foreign investments must be denominated in U.S. dollars and may be made directly in securities of foreign issuers or in the form of American Depositary Receipts and European Depositary Receipts.
For more information on certain of these investments, see this Prospectus under Certain Risk Factors and Investment Methods.
Each Portfolio may sell its portfolio securities, regardless of the length of time that they have been held, if the Sub-advisor and/or the Investment Managers determine that it would be in the Portfolios best interest to do so. It may be appropriate to buy or sell portfolio securities due to economic, market, or other factors that are not within the Sub-advisors or Investment Managers control. Such transactions will increase a Portfolios portfolio turnover. A 100% portfolio turnover rate would occur if all of the securities in a portfolio of investments were replaced during a given period.
Although turnover rates may vary substantially from year to year, the following Portfolios had annual rates of turnover exceeding 100% as of December 31, 2005: AST Small-Cap Growth, AST DeAM Small-Cap Growth, AST DeAM Small-Cap Value, AST Neuberger Berman Mid-Cap Growth, AST Neuberger Berman Mid-Cap Value, AST Mid-Cap Value, AST T. Rowe Price Large-Cap Growth, AST MFS Growth, AST DeAM Large-Cap Value, AST American Century Strategic Balanced, AST T. Rowe Price Global Bond, AST PIMCO Total Return Bond, and AST PIMCO Limited Maturity Bond.
A high rate of portfolio turnover involves correspondingly higher brokerage commission expenses and other transaction costs, which are borne by a Portfolio and will reduce its performance.
The net asset value per share (NAV) of each Portfolio is determined as of the time of the close of regular trading on the New York Stock Exchange (the NYSE) (which is normally 4:00 p.m. Eastern Time) on each day that the NYSE is open for business. NAV is determined by dividing the value of a Portfolios total assets, less any liabilities, by the number of total shares of that Portfolio outstanding. In general, the assets of each Portfolio (except the AST Money Market Portfolio) are valued on the basis of market quotations. However, in certain circumstances where market quotations are not readily available or are believed to be inaccurate, assets are valued by methods that are believed to accurately reflect their fair value. The assets of the AST Money Market Portfolio are valued by the amortized cost method, which is intended to approximate market value. Because NAV is calculated and purchases may be made only on business days, and because securities traded on foreign exchanges may trade on other days, the value of a Portfolios investments may change on days when shares cannot be purchased or redeemed.
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PURCHASE AND REDEMPTION OF SHARES:
Purchases of shares of the Portfolios may be made only by separate accounts of Participating Insurance Companies for the purpose of investing assets attributable to variable annuity contracts and variable life insurance policies (Contractholders), or by qualified plans. The separate accounts of the Participating Insurance Companies place orders to purchase and redeem shares of the Trust based on, among other things, the amount of premium payments to be invested and the amount of surrender and transfer requests to be effected on that day under the variable annuity contracts and variable life insurance policies. Orders are effected on days on which the NYSE is open for trading. Orders received by the Participating Insurance Company before the regular trading on the NYSE (which is normally 4:00 P.M. Eastern Standard Time) are effected at the NAV determined as of the NYSE close on that same day. Orders received after the NYSE close are effected at the NAV calculated the next business day. Payment for redemptions will be made within seven days after the request is received. The Trust does not assess any transaction or other surrender fees, either when it sells or when it redeems its securities. However, surrender charges, mortality and expense risk fees and other charges may be assessed by Participating Insurance Companies under the variable annuity contracts or variable life insurance policies. Please refer to the prospectuses for the variable annuity contracts and variable insurance policies for further information on these fees.
As of the date of this Prospectus, American Skandia Life Assurance Corporation (ASLAC), Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey (collectively, Prudential Insurance), and Kemper Investors Life Insurance Company are the only Participating Insurance Companies. Certain conflicts of interest may arise as a result of investment in the Trust by various insurance companies for the benefit of their Contractholders and by various qualified plans. These conflicts could arise because of differences in the tax treatment of the various investors, because of actions of the Participating Insurance Companies and/or the qualified plans, or other reasons. The Trust does not currently expect that any material conflicts of interest will arise. Nevertheless, the Trustees intend to monitor events in order to identify any material irreconcilable conflicts and to determine what action, if any, should be taken in response to such conflicts. Should any conflict arise that would require a substantial amount of assets to be withdrawn from the Trust, orderly portfolio management could be disrupted.
The Trust is part of the group of investment companies advised by PI and/or ASISI that seeks to prevent patterns of frequent purchases and redemptions of shares by its investors (the PI funds). Frequent purchases and redemptions may adversely affect performance and the interests of long-term investors. When an investor engages in frequent or short-term trading, the PI funds may have to sell portfolio securities to have the cash necessary to pay the redemption amounts. This can happen when it is not advantageous to sell any securities, so the PI funds performance may be hurt. When large dollar amounts are involved, frequent trading can also make it difficult to use long-term investment strategies because the PI funds cannot predict how much cash they will have to invest. In addition, if a PI fund is forced to liquidate investments due to short-term trading activity, it may incur increased brokerage and tax costs. Similarly, the PI funds may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of short-term trading. Moreover, frequent or short-term trading by certain investors may cause dilution in the value of PI fund shares held by other investors. PI funds that invest in foreign securities may be particularly susceptible to frequent trading because time zone differences among international stock markets can allow an investor engaging in short-term trading to exploit fund share prices that may be based on closing prices of foreign securities established some time before the fund calculates its own share price. PI funds that invest in certain fixed income securities, such as high-yield bonds or certain asset-backed securities, may also constitute effective vehicles for an investors frequent trading strategies.
The Boards of Directors/Trustees of the PI funds, including the Trust, have adopted policies and procedures designed to discourage or prevent frequent trading by investors. The policies and procedures for the Trust are limited, however, because ASLAC, Prudential Insurance and other insurance companies maintain the individual contract owner accounts for investors in the Trust Portfolios. In particular, each insurance company submits to the Trust transfer agent aggregate orders combining the transactions of many investors, and therefore the Trust and its transfer agent cannot monitor investments by individual investors. The policies and procedures require the Trust to communicate in writing to each Participating Insurance Company that the Trust expects the insurance company to impose restrictions on transfers by contract owners. In addition, the fund receives reports on the trading restrictions imposed by ASLAC and Prudential Insurance on variable contract owners investing in the Portfolios, and the Trust monitors the aggregate cash flows received from unaffiliated insurance companies. The Trust also employs fair value pricing procedures to deter frequent trading. Finally, the Trust and its transfer agent reserve the right to reject all or a portion of a purchase order from a Participating Insurance Company. If a purchase order is rejected, the purchase amount will be returned to the Participating Insurance Company.
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Investors seeking to engage in frequent trading activities may use a variety of strategies to avoid detection and, despite the efforts of the Trust and the Participating Insurance Companies to prevent such trading, there is no guarantee that the fund or the Participating Insurance Companies will be able to identify these investors or curtail their trading practices. Therefore, some Trust investors may be able to engage in frequent trading, and, if they do, the other Trust investors would bear any harm caused by that frequent trading. The Trust does not have any arrangements intended to permit trading in contravention of the policies described above.
For information about the trading limitations applicable to you, please see the prospectus for your variable contract or contact your insurance company.
Investment Managers and Portfolio Managers:
American Skandia Investment Services, Inc. , (ASISI) One Corporate Drive, Shelton, Connecticut, has served as Investment Manager to the Trust since 1992, and serves as co-investment manager to a total of 63 investment company portfolios (including the Portfolios of the Trust). ASISI serves as co-manager of the Trust along with Prudential Investments LLC . (PI). PI is located at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey, and also serves as investment manager to the investment companies that comprise the Prudential mutual funds.
The Trusts Investment Management Agreements, on behalf of each Portfolio, with ASISI and PI (the Management Agreements), provide that the Investment Managers will furnish each applicable Portfolio with investment advice and administrative services subject to the supervision of the Board of Trustees and in conformity with the stated policies of the applicable Portfolio. The Investment Managers must also provide, or obtain and supervise, the executive, administrative, accounting, custody, transfer agent and shareholder servicing services that are deemed advisable by the Trustees.
The Investment Managers have engaged the Sub-advisors to conduct the investment programs of the Portfolios, including the purchase, retention and sale of portfolio securities. The Investment Managers are responsible for monitoring the activities of the Sub-advisors and reporting on such activities to the Trustees. The Trust has obtained an exemption from the Securities and Exchange Commission (the Commission) that permits the Investment Managers, subject to approval by the Board of Trustees of the Trust, to change Sub-advisors for a Portfolio and to enter into new sub-advisory agreements, without obtaining shareholder approval of the changes. This exemption (which is similar to exemptions granted to other investment companies that are organized in a manner similar to the Trust) is intended to facilitate the efficient supervision and management of the Sub-advisors by the Investment Managers and the Trustees. As set forth above, PI also will conduct the investment program for a portion of the assets of the Advanced Strategies Portfolio.
Under normal conditions, the Investment Managers will determine the division of the assets of the Portfolios among the applicable Sub-advisors and PI. All daily cash inflows (that is, purchases and reinvested distributions) and outflows (that is, redemptions and expense items) will be divided among the Sub-advisors and PI as the Investment Managers deem appropriate. The Investment Managers may change the target allocation of assets among Sub-advisors, transfer assets between Sub-advisors, or change the allocation of cash inflows or cash outflows among Sub-advisors for any reason and at any time without notice. As a consequence, the Investment Managers may allocate assets or cash flows from a portfolio segment that has appreciated more to another portfolio segment.
Reallocations of assets among the Sub-advisors and PI may result in additional costs since sales of securities may result in higher portfolio turnover. Also, because the Sub-advisors and PI select portfolio securities independently, it is possible that a security held by a portfolio segment may also be held by another portfolio segment of the Portfolio or that certain Sub-advisors or PI may simultaneously favor the same industry. The Investment Managers will monitor the overall portfolio to ensure that any such overlaps do not create an unintended industry concentration. In addition, if a Sub-advisor or PI buys a security as another Sub-advisor or PI sells it, the net position of the Portfolio in the security may be approximately the same as it would have been with a single portfolio and no such sale and purchase, but the Portfolio will have incurred additional costs. The Investment Managers will consider these costs in determining the allocation of assets or cash flows. The Investment Managers will consider the timing of asset and cash flow reallocations based upon the best interests of each Portfolio and its shareholders.
A discussion regarding the basis for the Boards approval of the Trusts investment advisory agreements is available in the Trusts semi-annual report (for agreements approved during the six month period ended June 30) and in the Trusts annual report (for agreements approved during the six month period ended December 31). To that end, a discussion
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regarding the basis for the Boards approval of the investment advisory agreements for the Portfolios is available in the Trusts most recent annual report.
Sub-advisors: Information about each of the Trusts Sub-advisors is set forth below. The Trusts Statement of Additional Information (SAI) provides additional information about each portfolio managers compensation, other accounts that each portfolio manager manages, and ownership of Trust securities by each portfolio manager.
AllianceBernstein, L.P. (AllianceBernstein) , 1345 Avenue of the Americas, New York, NY 10105, serves as Sub-advisor for the AST AllianceBernstein Growth & Income Portfolio , the AST AllianceBernstein Core Value Portfolio , and the AST AllianceBernstein Managed Index 500 Portfolio . AllianceBernstein is a leading global investment adviser with assets under management as of December 31, 2005 totaling approximately $579 billion.
Frank Caruso, the head of the U.S. Relative Value Team is primarily responsible for the day-to-day management of the AST AllianceBernstein Growth & Income Portfolio since AllianceBernstein became the Portfolios Sub-advisor in May 2000. Mr. Caruso is a Senior Vice President of AllianceBernstein and has been associated with AllianceBernstein since 1994.
The management of and investment decisions for the AST AllianceBernstein Core Value Portfolio are made by the US Value Investment Policy Group, comprised of senior US Value Investment Team members. The US Value Investment Policy Group relies heavily on the fundamental analysis and research of the Sub-advisors large internal research staff. No one person is principally responsible for making recommendations for the Portfolio. The members of the US Value Investment Policy Group with the most significant responsibility for the day-to-day management of the Portfolio are: Marilyn Fedak, John Mahedy, John Phillips and Chris Marx.
Ms. Fedak has been CIO-US Value Equities and chairman of the US Value Equity Investment Policy Group since 1993. In 2003, she became head of the Bernstein value equities business. She serves on Alliances Executive Committee, a group of senior professionals responsible for managing the firm, enacting key strategic initiatives and allocating resources. Ms. Fedak has served on the board of directors of Sanford C. Bernstein & Co., Inc. from 1994 until the combination with Alliance in 2000. Previously, she had been a senior portfolio manager since joining the firm in 1984. Prior to joining Bernstein, Ms. Fedak was a portfolio manager and research analyst at Morgan Guaranty Trust Company from 1972 to 1983. She earned a BA from Smith College and an MBA from Harvard University. Chartered Financial Analyst. Location: New York.
Mr. Mahedy was named Co-CIO-US Value Equities in 2003. He continues to serve as director of research-US Value Equities, a position he has held since 2001. Previously, Mr. Mahedy was s senior research analyst in Bernsteins institutional research and brokerage unit, covering the domestic and international energy industry from 1995 to 2001 and the oil-services industry from 1988 to 1991. He also covered oil services at Morgan Stanley for three years in the early 1990s. Mahedy began his career as a senior auditor with Peat Marwick Main. He earned a BS and an MBA from New York University. Certified Public Accountant. Location: New York.
Mr. Phillips is a senior portfolio manager and member of the US Value Equity Investment Policy Group. He is also chairman of Bernsteins Proxy Voting Committee. Before joining Bernstein in 1994, he was chairman of the Investment Committee and chief equity officer at Investment Advisers, Inc. in Minneapolis from 1992 to 1993. Previously, he was at State Street Research and Management Co. in Boston from 1972 to 1992, where he progressed from investment research analyst to vice chairman of the Equity Investment Committee. Mr. Phillips earned a BA from Hamilton College and an MBA from Harvard University. Chartered Financial Analyst. Location: New York.
Mr. Marx is a senior portfolio manager and member of the US Value Equity Investment Policy Group. He joined the firm in 1997 as a research analyst and has covered a variety of industries both domestically and internationally, including chemicals, food, supermarkets, beverages and tobacco. Prior to that, he spent six years as a consultant for Deloitte & Touche and the Boston Consulting Group. Mr. Marx earned an AB in economics from Harvard, and an MBA from the Stanford Graduate School of Business. Location: New York.
Day-to-day investment management decisions for the AST AllianceBernstein Managed Index 500 Portfolio are made by the U.S. Structured Equity Investment Policy Group, which is chaired by Drew W. Demakis. Mr. Demakis is a Senior Vice President of AllianceBernstein and Chairman of the Risk Investment Policy Group. The U.S. Structured Equity Investment Policy Group has managed the Portfolio since Bernstein became the Portfolios Sub-advisor in May 2000.
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Mr. Demakis joined the firm in 1998 from BARRA RogersCasey, where he was most recently Managing Director and Head of Research. He has been responsible for the Portfolio since May 2003.
American Century Investment Management, Inc. (American Century), American Century Tower, 4500 Main Street, Kansas City, Missouri 64111, serves as Sub-advisor for the AST American Century Income & Growth Portfolio and the AST American Century Strategic Balanced Portfolio . American Century has been providing investment advisory services to investment companies and institutional clients since 1958. As of December 31, 2005, American Century and its affiliates managed assets totaling approximately $ 100.85 billion.
American Century uses a team of portfolio managers and analysts to manage the funds. The team meets regularly to review portfolio holdings and discuss purchase and sale activity. Team members buy and sell securities for a fund as they see fit, guided by the funds investment objectives and strategy.
The portfolio managers on the investment team who are jointly and primarily responsible for the day-to-day management of the AST American Century Income & Growth Portfolio are: Kurt Borgwardt, John Schniedwind, Zili Zhang and Lynette Pang.
Mr. Borgwardt , Senior Vice President and Senior Portfolio Manager , joined American Century in August 1990 and has also managed the quantitative equity research effort. He became a portfolio manager in March 1998. He has a bachelor of arts from Stanford University and an MBA with a specialization in finance from the University of Chicago. He is a CFA charterholder.
Mr. Schniedwind, Chief Investment OfficerQuantitative Equity , joined American Century in 1982 and also supervises other portfolio manager teams. He became a portfolio manager in June 1997. He has degrees from Purdue University and an MBA in finance from the University of CaliforniaBerkeley. He is a CFA charterholder.
Mr. Zhang, Vice President and Portfolio Manager/Director of Quantitative Research, joined American Century in October 1995 as a research analyst. He became a portfolio manager in 2002. He also manages the quantitative research team. He has a bachelors degree in physics from the University of Science and Technology of China and a Ph.D in theoretical physics from the University of Texas at Austin
Ms. Pang, Portfolio Manager, joined American Century in 1997 and became a portfolio manager in February 2006. She has a bachelors degree from the University of California, Davis and is a CFA charterholder.
The Sub-advisor uses a team of portfolio managers and analysts to manage the AST American Century Strategic Balanced Portfolio. The following portfolio manager has overall responsibility for coordinating the Portfolios activities, including determining appropriate asset allocations, reviewing overall fund compositions for compliance with stated investment objectives and strategies, and monitoring cash flows.
Mr. Jeffrey R. Tyler, Senior Vice President and Senior Portfolio Manager, joined American Century as a portfolio manager in January 1988. In 2000, he was named to his current position. He has a bachelors degree in business economics from the University of CaliforniaSanta Barbara and an MBA in finance and economics from Northwestern University. He is a CFA charterholder.
Responsibility for research, security selection and portfolio construction for specified portions of the Portfolio has been allocated among other portfolio managers representing various investment disciplines and strategies. The portfolio manager members of the team responsible for the day-to-day management of the Equity portion of the AST American Century Strategic Balanced Portfolio are: William Martin and Thomas P. Vaiana.
Mr. Martin, Senior Vice President and Senior Portfolio Manager joined American Century in 1989. In 1998, he was named Vice President and Senior Portfolio Manager and served in that capacity until being named to his current position in 2003. He has a degree from the University of Illinois. He is a CFA charterholder.
Mr. Vaiana, Portfolio Manager, joined American Century in February 1997. He became a portfolio manager in August 2000. He has a bachelors degree in business finance from California State University.
The portfolio manager members responsible for the day-to-day management of the Fixed-Income portion of the AST American Century Strategic Balanced Portfolio are: James F. Keegan, Jeffrey L. Houston, John F. Walsh, G. David Mac Ewen, Robert V. Gahagan, Alejandro H. Aguilar and Brian Howell.
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Mr. Keegan, Senior Vice President and Senior Portfolio Manager, has been a member of the team that manages the Balanced Portfolio since he joined American Century in February 2006. Prior to joining American Century, he was Chief Investment Officer with Westmoreland Capital Management, LLC from 2002 to 2003. He has a bachelors degree in business management from St. Francis College and an MBA from Fordham University Graduate School of Business.
Mr. Houston, Vice President and Senior Portfolio Manager, joined American Century in November 1990. In 1999, he was named Vice President and Portfolio Manager and served in that capacity until being named to his current position in 2001. He has a bachelor of arts from the University of Delaware and an MPA from Syracuse University. He is a CFA charterholder.
Mr. Walsh, Vice President and Portfolio Manager, joined American Century in February 1996. He became a portfolio manager in September 1997. In 2003, he was named to his current position. He has a bachelors degree in marketing from Loyola Marymount University and an MBA in finance from Creighton University.
Mr. MacEwen, Chief Investment Officer - Fixed Income and Senior Vice President has been a member of the team that manages the Balanced Portfolio since May 2001. He also supervises the American Century Taxable Bond team. He joined American Century in May 1991. He has a bachelors degree in economics from Boston University and an MBA in finance from the University of Delaware.
Mr. Gahagan, Senior Vice President and Senior Portfolio Manager has been a member of the team that manages the Balanced Portfolio since November 2001. He is also a member of the American Century Taxable Bond team. He joined American Century in 1983. He became a portfolio manager in January 1991. He has a bachelors degree in economics and an MBA from the University of MissouriKansas City.
Mr. Aguilar, Vice President and Senior Portfolio Manager, joined American Century in October 2003. Prior to joining American Century, he was an Investment Officer with CalPERS from July 2002 to September 2003 and Director of Portfolio Management at TIAA-CREF from May 1997 to April 2002. He has a bachelors degree in economics from the University of Michigan. He is a CFA charterholder.
Mr. Howell, Vice President and Portfolio Manager, joined American Century in 1987 and became a portfolio manager in 1996. He has been a member of the team that manages the Balanced Portfolio since May 1998. He is also a member of the Strategic Asset Allocations team. He has a bachelors degree in mathematics/statistics and an MBA from the University of CaliforniaBerkeley.
Cohen & Steers Capital Management, Inc. (Cohen & Steers), 280 Park Avenue, New York, New York 10017, acts as the Sub-advisor for the AST Cohen & Steers Realty Portfolio . Cohen & Steers is the leading U.S. manager of portfolios dedicated to investments in real estate investment trusts (REITs). As of January 31, 2006, Cohen & Steers managed approximately $21.6 billion in assets. Cohen & Steers is a wholly owned subsidiary of Cohen & Steers, Inc. (CNS), a publicly traded company whose common stock is listed on the New York Stock Exchange.
The portfolio managers responsible for the day-to-day management of the AST Cohen & Steers Realty Portfolio are: Martin Cohen, Robert H. Steers, Joseph M. Harvey and James S. Corl.
Mr. Cohen is Co-Chairman and Co-Chief Executive Officer of Cohen & Steers and CNS. Prior to co-founding the firm in 1986 with Robert Steers, Mr. Cohen was a senior vice president and portfolio manager at National Securities and Research Corporation from 1984 to 1986, where, in 1985, he and Mr. Steers organized and managed the nations first real estate securities mutual fund. Mr. Cohen has a BS degree from the City College of New York and an MBA degree from New York University.
Robert H. Steers is Co-Chairman and Co-Chief Executive Officer of Cohen & Steers and CNS. Prior to founding the firm in 1986 with Martin Cohen, Mr. Steers was a senior vice president and the chief investment officer of National Securities and Research Corporation from 1982 to 1986, where, in 1985, he and Mr. Cohen organized and managed the nations first real estate securities mutual fund. Mr. Steers has a BS degree from Georgetown University and an MBA degree from George Washington University.
Joseph M. Harvey is President of Cohen & Steers and CNS. Prior to joining the firm in 1992, Mr. Harvey was a vice president with Robert A. Stanger Co. for five years, where he was an analyst specializing in real estate and related securities for the firms research and consulting activities. Mr. Harvey has a BSE degree from Princeton University.
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James S. Corl is an Executive Vice President of Cohen & Steers and CNS and chief investment officer for all Cohen & Steers real estate securities portfolios. Prior to joining the firm in 1997, Mr. Corl spent two years as a vice president and co-portfolio manager with Heitman/PRA Securities Advisors, a REIT fund manager. Previously, he was an associate in the real estate investment banking group of Credit Suisse First Boston, where he specialized in the initial public offerings of REITs. Mr. Corl has a BA degree with honors from Stanford University and an MBA degree from the Wharton School.
Cohen & Steers utilizes a team-based approach in managing the AST Cohen & Steers Realty Portfolio. Mr. Cohen, Mr. Steers and Mr. Harvey are the leaders of this team and they act in a supervisory capacity. Mr. Corl directs and supervises the execution of the Portfolios investment strategy, and leads and guides the other members of the real estate securities investment team. In addition, Mr. Corl serves as chief investment officer of real estate securities investment management for Cohen & Steers and in this role he oversees Cohen & Steers securities research analysts.
Deutsche Asset Management, Inc. (DAMI), 345 Park Avenue, New York, New York 10154, serves as Sub-advisor to the AST DeAM Small-Cap Growth Portfolio , the AST DeAM Small-Cap Value Portfolio , and the AST DeAM LargeCap Value Portfolio. DAMI was founded in 1838 as Morgan Grenfell Inc. and has provided asset management services since 1953. As of December 31, 2005, as part of Deutsche Asset Management group (DeAM), DAMI managed approximately $68.6 billion of DeAM Americas $731 billion in assets.
Janet Campagna and Robert Wang have been the co-portfolio managers for the AST DeAM Small-Cap Growth Portfolio, the AST DeAM Small-Cap Value Portfolio and the AST DeAM Large-Cap Value Portfolio since May 2003. Ms. Campagna, a Managing Director, joined DAMI in 1999 and is head of global and tactical asset allocation. Prior to joining DAMI, she served as investment strategist and manager of the asset allocation strategies group for Barclays Global Investors from 1994 to 1999. Mr. Wang, a Managing Director, joined DAMI in 1995 as portfolio manager for asset allocation and serves as senior portfolio manager for multi asset class quantitative strategies.
The Trusts SAI provides additional information about the portfolio managers investments in the Trust, a description of their compensation structure, and information regarding other accounts they manage.
Dreman Value Management LLC (Dreman) serves as Sub-advisor for a portion of the AST Large-Cap Value Portfolio and for a portion of the AST Small-Cap Value Portfolio. Dreman is located at Harborside Financial Center, Plaza 10, Suite 800, Jersey City, NJ 07311.
David N. Dreman. Chairman and Chief Investment Officer of Dreman Value Management, L.L.C. and Co-Lead Portfolio Manager.
· Began investment career in 1957.
· Founder, Dreman Value Management, L.L.C.
· Mr. Dreman will serve as the co-lead portfolio manager.
· Mr. Dreman is the founder, and Chairman of Dreman Value Management, L.L.C. and also the firms Chief Investment Officer. Dreman Value Management, L.L.C., with $11 billion under management, focuses on the assets of mutual funds, pension, foundation and endowment funds, as well as high net-worth individuals. Mr. Dreman founded his first investment firm, Dreman Value Management, Inc., in 1977 and served as its President and then Chairman to 1995, followed by a similar role at Dreman Value Advisors, Inc. from 1995 to 1997.
Nelson Woodard. Co-Lead Portfolio Manager Began investment career in 1985.
· PhD, University of Virginia.
· Mr. Woodard will serve as the co-lead portfolio manager.
· Nelson P. Woodard received his BA in Mathematics and Economics and MA in Economics as well as his Ph.D. in Econometrics and Public Finance at the University of Virginia. Mr. Woodard is a Managing Director and Senior Portfolio Manager with Dreman Value Management LLC and currently serves as the co-lead portfolio manager for the Scudder-Dreman Small Cap Value Fund. From July 2000 through November 2001 he was Vice President of Asset Allocation and Quantitative Analysis at Prudential Investments. From January 1997 to July of 2000, he was a Managing Director of Dreman Value Management. Prior to joining Dreman, he was a Director of the Quantitative Finance program at the College of Business at James Madison University from 1993 to 1996 and an Instructor at the
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Anderson School of Management at the University of New Mexico from 1989 to 1992. Previously, Mr. Woodard had been the Director of Research at Investment Strategy Management in Charlottesville, Virginia. From 1985-1995 he served as a consultant for Dreman Value Advisors, Inc. and as a Research Fellow for the Dreman Foundation.
Eagle Asset Management (Eagle), 880 Carillon Parkway, St. Petersburg, Florida 33716, serves as a Sub-advisor for a portion of the AST Small-Cap Growth Portfolio . As of December 31, 2005, Eagle managed assets of approximately $11.6 billion.
The portfolio manager primarily responsible for management of the Portfolio is Bert L. Boksen, CFA. Mr. Boksen is Senior Vice President and Managing Director of Eagle. He earned a B.A. in Business from City College of New York in 1970, and an M.B.A. in Finance from St. Johns University in 1977. Mr. Boksen is a Chartered Financial Analyst. Since January 2002, Mr. Boksen has served as Manager and President of EB Management I, LLC, general partner of Investment Partnership. Since April 1995, Mr. Boksen has served as Senior Vice President of Eagle Asset Management, Inc. He has portfolio management responsibilities for the Small Cap Growth Equity accounts. Mr. Boksen was appointed Managing Director of Eagle in June 1999. Prior to joining Eagle, Mr. Boksen was Senior Vice President and Chief Investment Officer of Raymond James & Associates, Inc., where he was Chairman of the Raymond James Focus Committee. Mr. Boksen has been a registered representative of Raymond James & Associates, Inc., since 1979.
EARNEST Partners, LLC (EARNEST), 1180 Peachtree NE Street, Suite 2300, Atlanta, GA 30309, serves as Sub-advisor for a portion of the assets of the AST Mid-Cap Value Portfolio . EARNEST, founded in 1998, is a wholly owned subsidiary of EARNEST Holdings LLC. As of December 31, 2005 had approximately $22.7 billion in assets under management.
Paul Viera, the founder of EARNEST Partners, is primarily responsible for the day-to-day management of the portfolio. Mr. Viera was a Vice President at Bankers Trust in both New York and London. He later joined INVESCO, where he became a Global Partner and senior member of its Investment Team. Mr. Viera is a member of the Atlanta Society of Financial Analysts and has over 25 total years of investment experience. He serves on several boards, including North Carolina Outward Bound. He is also a frequent commentator for several news organizations, such as CNBC, Radio Wall Street and the Atlanta Journal & Constitution. Mr. Viera has a BA in Economics from the University of Michigan and an MBA from Harvard Business School.
Federated Equity Management Company of Pennsylvania (Federated Equity), Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779, serves as Sub-advisor for the AST Federated Aggressive Growth Portfolio . Federated Advisory Services Company (Federated Services), an affiliate of the Adviser, provides research, quantitative analysis, equity trading and transaction settlement and certain support services to Federated Equity. The fee for these services is paid by the Federated Equity and not by the Portfolio. Federated Global Investment Management Corp. (Federated Global), 450 Lexington Avenue, Suite 3700, New York, New York 10017-3943 serves as Sub-Sub-advisor for the AST Federated Aggressive Growth Portfolio. Federated Equity was organized in 2003, and Federated Global was organized in 1995. Federated Equity, Federated Global and their affiliates serve as investment advisors to a number of investment companies and private accounts. Total assets under management or administration by Federated and its affiliates as of December 31, 2005 were approximately $213 billion.
The portfolio managers responsible for management of the AST Federated Aggressive Growth Portfolio are Aash M. Shah, Lawrence Auriana, Hans P. Utsch and John Ettinger. Mr. Shah has managed the Portfolio since its inception in October 2000. Mr. Shah joined Federated Equitys parent company in 1993, has been a Portfolio Manager since 1995, and has been a Vice President of the parent company since January 1997. Mr. Shah served as an Assistant Vice President of the parent company from 1995 through 1996. Mr. Auriana has managed the portfolio since May 2002. He and Mr. Utsch are Co-Heads of Federated Globals Kaufman Investment Area. They joined Federated Globals parent company in April 2001. Mr. Auriana was the portfolio manager of The Kaufmann Fund, from 1985 to 2001. From 1984 to 2001, he was the President and Treasurer of Edgemont Asset Management Corp., the adviser to The Kaufmann Fund. Mr. Auriana has been engaged in the securities business since 1965. Mr. Utsch has managed the portfolio since May 2002. Mr. Utsch was the portfolio manager of The Kaufmann Fund, from 1985 to 2001. From 1984 to 2001, he was Chairman of the Board and Secretary of Edgemont Asset Management Corp. Mr. Utsch has been engaged in the securities business since 1962. Mr. Ettinger was named a portfolio manager of the Portfolio in May 2004. Mr. Ettinger has been an investment analyst with Federated Equitys parent company since April 2001. He served as an investment analyst with Edgemont Asset Management Corp. from 1996 to 2001.
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Goldman Sachs Asset Management, L.P. (GSAM), is located at 32 Old Slip, New York, New York 10005. GSAM registered as an investment advisor in 1990. GSAM serves as the Sub-advisor for the AST Goldman Sachs Small - Cap Value Portfolio , the AST Goldman Sachs Mid-Cap Growth Portfolio , the AST Goldman Sachs Concentrated Growth Portfolio , and for a portion of the assets of the AST High Yield Portfolio (formerly, the AST Goldman Sachs High Yield Portfolio). GSAM serves as investment manager for a wide range of clients including pension funds, foundations and insurance companies and individual investors. GSAM, along with other units of the Investment Management Division of Goldman Sachs, managed approximately $526.4 billion in assets as of December 31, 2005.
The portfolio managers responsible for managing the AST Goldman Sachs Small-Cap Value Portfolio are Chip Otness, Lisa Parisi, Kelly Flynn, David Berdon, Dolores Bamford, Scott Carroll and Edward Perkin.
Chip Otness, Managing Director, joined Goldman Sachs as a senior portfolio manager in 2000. From 1998 to 2000, he headed Dolphin Asset Management. From 1970 to 1998, Mr. Otness worked at J.P. Morgan, most recently as a managing director and senior portfolio manager responsible for small-cap institutional equity investments.
Lisa Parisi, Managing Director, joined Goldman Sachs as a portfolio manager in August 2001. From December 2000 to August 2001, she was a portfolio manager at John A. Levin & Co.
Kelly Flynn is a Vice President of Goldman, Sachs & Co. He is a portfolio manager for the U.S. Value team, where he has broad research responsibilities across value strategies. Prior to joining Goldman Sachs Kelly spent 3 years at Lazard Asset management where he was a portfolio manager for Small Cap/SMID Cap Value products. Before Lazard, Kelly was a small cap value portfolio manager at 1838 Investment Advisors. Kelly has also spent time working for Edgewater Private Equity Fund as a research analyst and at First Boston in the mergers and acquisitions department. Kelly received a B.A. from Harvard and an M.B.A. from Wharton School of Business. Kelly joined the Value Team in April of 2002.
David Berdon is a Vice President at Goldman Sachs. Mr. Berdon is a Portfolio Manager on the U.S. Value team, where he has broad research responsibilities across the value strategies. Before joining Goldman Sachs, Mr. Berdon was a vice president for Business Development and Strategic Alliances at Soliloquy Inc., a Principal Consultant at Diamond Technology Partners, and an analyst at Chase Manhattan Bank and Morgan Stanley. He received a B.A. in Government and Law from Lafayette College and an M.B.A. in Finance from Wharton School of Business. Mr. Berdon joined the Value Team in March of 2001.
Dolores Bamford is a Managing Director at Goldman Sachs. Ms. Bamford is a portfolio manager for the U.S. Value team, where she has broad research responsibility across the value portfolios. Ms. Bamford joined the Value Team in April 2002. Prior to arriving at Goldman Sachs, Ms. Bamford worked as a Portfolio Manager at Putnam Investments for various products, beginning in 1992. While at Putnam, she was portfolio manager for a variety of funds, including the Putnam Convertible Income-Growth Fund and the Global Resources Fund. Ms. Bamford received a B.A. from Wellesley College and an M.S. from the MIT Sloan School of Management. She is a C.F.A. charterholder.
Scott Carroll is a Vice President at Goldman Sachs. He is a portfolio manager on the U.S. Value team, where he has broad research responsibilities across the value portfolios. He joined the Value Team in May 2002. Before joining Goldman Sachs, Mr. Carroll spent over five years at Van Kampen Funds, where he had portfolio management and analyst responsibilities for a Growth and Income fund and for an Equity Income fund. Prior to joining Van Kampen, Mr. Carroll spent three years at Lincoln Capital Management as an equity analyst. He also spent two years as a Senior Auditor at Pittway Corporation. Mr. Carroll received a B.S. in Accounting from Northern Illinois University and an M.B.A. from the University of Chicago Graduate School of Business. Mr. Carroll is a C.F.A. charterholder.
Edward Perkin is a Vice President at Goldman Sachs. He is a Portfolio Manager on the U.S. Value Team, where he has broad research responsibilities across the value strategies. Edward joined Goldman Sachs Asset Management in 2002. Previously, Edward worked in research at Fidelity Investments and Gabelli Asset Management while attending business school. Prior to that, he worked as a Senior Research Analyst at Fiserv. Edward has 10 years of industry experience. He received a BA from the University of California, Santa Barbara and an MBA from Columbia Business School.
The portfolio managers responsible for the day-to-day management of the portion of the AST High Yield Portfolio managed by GSAM are Jonathan Beinner, Tom Kenny, Andrew Jessop, Rachel Golder, Diana Gordon and Robert Cignarella. Mr. Jessop and Ms. Gordon have managed the Portfolio since GSAM became the Portfolios Sub-advisor in May 2004.
Jonathan Beinner is the Chief Investment Officer and Co-Head of U.S. and Global Fixed Income at Goldman Sachs Asset Management (GSAM). Jonathan joined GSAM in 1990, and is responsible for overseeing over $100 billion in fixed
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income assetsincluding multi-sector portfolios, single-sector portfolios, and fixed income hedge funds. Jonathan is also responsible for overseeing GSAMs $100 billion in money market assets. Jonathan received two B.S. degrees from the University of Pennsylvania in 1988.
Tom Kenny is Co-Head of the U.S. and Global Fixed Income Portfolio team, which is responsible for managing assets in excess of $200 billion across multiple strategies with teams in London, Tokyo, and New York. Prior to taking on this role, he was Head of the Municipal Bond Portfolio Management team that is responsible for over $12 billion in assets across multiple investment strategies. He joined the firm in 1999 after spending over 13 years with the Franklin Templeton Group of Funds where, most recently, he was Executive Vice President and the Director of the Municipal Bond Department, responsible for the portfolio management and credit research efforts for assets under management in excess of $50 billion. Tom has served in a number of leadership positions for various industry groups and was, most recently, the Vice Chairman of the Municipal Securities Rulemaking Board. He received a B.A. in Business Economics from the University of California, Santa Barbara, and a M.S. in Finance from Golden Gate University in San Francisco. Tom also received the Chartered Financial Analyst designation.
Andrew Jessop, Managing Director and Head of the High Yield Team, joined GSAM in 1997 as a portfolio manager. He is responsible for managing high yield assets. Previously, he worked six years managing high yield portfolios at Saudi International Bank in London.
Rachel Golder is a Managing Director of Goldman, Sachs & Co., and the Director of High Yield Credit Research. Prior to joining Goldman Sachs Asset Management, she spent 6 years at SIB as a high yield credit analyst and portfolio manager, with a focus on the media, telecommunications, healthcare, chemicals, and packaging industries. Before that, Ms. Golder worked for Kleinwort Benson Ltd., where she proposed and managed investments in corporate loans. Ms. Golder earned a B.A. from Yale University in 1983.
Diana Gordon is a Vice President and Portfolio Manager with Goldman, Sachs & Co. Ms. Gordon is a member of the High Yield portfolio management team, and she specializes in portfolio management and credit analysis. Before joining GSAM, she was a high yield manager at SIB, while retaining analytical responsibility for the technology and telecommunications sectors. Prior to becoming a portfolio manager, she was an analyst at the Bank and focused on the technology, general industrial, supermarket, and chemical sectors. She earned a Ph.D. in Physical Chemistry from Cambridge University in 1993 and B. Sc. (Hons) in Chemistry with specialization in Materials for Microelectronics from the University of Strathclyde in 1989.
Rob Cignarella is a member of the High Yield portfolio management team and specializes in high yield credit research. Before joining GSAM in 1998, he worked for two and a half years in investment banking at Salomon Brothers. Prior to that he worked in equity research at Furman Selz and was an engineer with LS Transit Systems. He received a B.S. in Engineering from Cornell University in 1991 and an M.B.A. from the University of Chicago Graduate School of Business in 1998.
The portfolio managers responsible for the day-to-day management of the AST Goldman Sachs Concentrated Growth Portfolio and the AST Goldman Sachs Mid-Cap Growth Portfolio are Dave Shell, Steve Barry and Greg Ekizian.
Steve Barry is a Managing Director of Goldman, Sachs & Co. He is a Chief Investment Officer and a senior portfolio manager for the Growth Team. He has primary responsibility for investment research in industrials and multi-industry companies. He is also responsible for the teams Mid-Cap Growth strategy. Prior to joining Goldman Sachs in June 1999, he was a portfolio manager at Alliance Capital Management. During Mr. Barrys eleven-year tenure at Alliance, he managed growth portfolios with varying mandates including Small Capitalization, All-Capitalization, and Mid-Capitalization. His past experiences also include 3 years with Hutton Asset Management. Mr. Barry earned a B.A. in Mathematics and Economics from Boston College in 1985.
Dave Shell is a Managing Director of Goldman, Sachs & Co. He is a Chief Investment Officer, and a senior portfolio manager for the Growth Team. He has primary responsibility for investment research in entertainment, cable television, broadcasting, telecommunications, and wireless communications. Mr. Shell was a senior portfolio manager at Liberty Investment Management prior to Goldman Sachs Asset Managements acquisition of Liberty in January 1997. He joined Libertys predecessor firm, Eagle Asset Management, in 1987. Mr. Shell earned a B.A. in Finance from the University of South Florida in 1987.
Greg Ekizian is a Managing Director of Goldman, Sachs & Co. He is a Chief Investment Officer and a Senior Portfolio Manager for the Growth Team. He has primary responsibility for investment research in household and personal care,
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pharmaceuticals, restaurants, beverages, publishing, consumer promotion, and lodging. Mr. Ekizian was a senior portfolio manager at Liberty Investment Management prior to Goldman Sachs Asset Managements acquisition of Liberty in January 1997. He joined Libertys predecessor firm, Eagle Asset Management, in 1990. His prior experience includes investment research analysis, portfolio management, and mergers and acquisitions analysis with Shearson Lehman Hutton and PaineWebber. Greg is a 1985 graduate of Lehigh University and earned his M.B.A. in Finance from the University of Chicago Graduate School of Business in 1990.
Hotchkis and Wiley Capital Management, LLC (Hotchkis & Wiley), 725 South Figueroa Street, 39th Floor, Los Angeles, California 90017-5439, serves as the Sub-advisor for a portion (approximately 20%) of the AST Large-Cap Value Portfolio (formerly, AST Hotchkis & Wiley Large-Cap Value Portfolio). Hotchkis & Wiley is a registered investment adviser, the primary members of which are HWCap Holdings, a limited liability company whose members are primarily employees of Hotchkis & Wiley, and Stephens-H&W, LLC, a limited liability company whose primary member is Stephens Group, Inc., a diversified holding company. As of December 31, 2005, Hotchkis & Wiley managed approximately $29.6 billion in assets.
Hotchkis & Wiley, Sub-advisor to the Portfolio, also manages institutional separate accounts and is the advisor and sub-advisor to other mutual funds. The investment process is the same for similar accounts, including the Portfolio and is driven by team-oriented, in-depth, fundamental research. The investment research staff is organized by industry coverage and supports all of the accounts managed in each of the Sub-advisors investment strategies. Weekly research meetings provide a forum where analysts and portfolio managers discuss current investment ideas within their assigned industries. Generally, the entire investment team, or a sub-set of the team, then debates the merits of recommendations, taking into account the prevailing market environment, the portfolios current composition, and the relative value of alternative investments. The culmination of this process is the formation of a target portfolio for each investment strategy representing the best investment ideas with appropriate weights for each of the holdings.
Although the Portfolio is managed by Hotchkis & Wileys investment team, Hotchkis & Wiley has identified the following five portfolio managers as those having the most significant responsibility for the Portfolios assets: Sheldon Lieberman, George Davis, Joe Huber, Patricia McKenna, and Stan Majcher This list does not include all members of the investment team.
Mr. Lieberman participates in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. He has authority to direct trading activity on the Portfolio. Mr. Lieberman, currently Principal and Portfolio Manager of Hotchkis & Wiley, joined Hotchkis & Wiley in 1994 as Portfolio Manager and Analyst.
Mr. Davis participates in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. He has authority to direct trading activity on the Portfolio. Mr. Davis, currently Principal, Portfolio Manager and Chief Executive Officer of Hotchkis & Wiley, joined Hotchkis & Wiley in 1988 as Portfolio Manager and Analyst.
Mr. Huber participates in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. He is jointly responsible for the day-to-day management of the Portfolios cash flows, which includes directing the Portfolios purchases and sales to ensure that the Portfolios holdings remain reflective of the target portfolio. Mr. Huber, currently Principal, Portfolio Manager and Director of Research of Hotchkis & Wiley, joined Hotchkis & Wiley in 2000 as Portfolio Manager and Analyst and soon thereafter became the Director of Research.
Ms. McKenna participates in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. She has authority to direct trading activity on the Fund. Ms. McKenna, currently Principal and Portfolio Manager of Hotchkis & Wiley, joined Hotchkis & Wiley in 1995 as Portfolio Manager and Analyst.
Mr. Majcher participates in the investment decision process during the group meetings in which the team decides the stock/weight selection for the target portfolio. He is jointly responsible for the day-to-day management of the Portfolios cash flows, which includes directing the Portfolios purchases and sales to ensure that the Portfolios holdings remain reflective of the target portfolio. Mr. Majcher, currently Principal and Portfolio Manager of Hotchkis & Wiley, joined Hotchkis & Wiley in 1996 as Analyst and became Portfolio Manager in 1999.
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J. P. Morgan Investment Management Inc. (J.P. Morgan), with principal offices at 522 Fifth Avenue, New York, New York 10036, serves as Sub-advisor for the AST JPMorgan International Equity Portfolio (formerly, AST Strong International Equity Portfolio) and for a portion of the AST Small-Cap Value Portfolio (formerly, AST Gabelli Small-Cap Value Portfolio and for a portion (approximately 30%) of the AST Large-Cap Value Portfolio (formerly the AST Hotchkis & Wiley Large-Cap Value Portfolio. J.P. Morgan and its affiliates offer a wide range of services to governmental, institutional, corporate and individual customers, and act as investment advisor to individual and institutional clients with combined assets under management of approximately $847 billion as of December 31, 2005.
The portfolio manager responsible for the day-to-day management of the AST JPMorgan International Equity Portfolio is James WT Fisher. Mr. Fisher, a Managing Director of J.P. Morgan, is a portfolio manager in the Global Portfolios Group based in London. He joined J.P. Morgan in 1985. He has managed the Portfolio since J. P. Morgan became its Sub-advisor in February 2004.
The portfolio managers responsible for day-to-day management of the portion of the AST Small-Cap Value Portfolio managed by J.P. Morgan are Christopher T. Blum and Dennis S. Ruhl. Mr. Blum, a Managing Director, is a portfolio manager in the U.S. Small Cap Equity Group. He rejoined the firm in 2001 and is currently responsible for managing structured small-cap core and small-cap value accounts. Previously, Mr. Blum spent two years as a research analyst responsible for the valuation and acquisition of private equity assets at Pomona Capital. Prior to that, he spent over three years in the U.S. Structured Equity Group at J.P. Morgan where he focused on structured small-cap core and small-cap value accounts. Mr. Blum earned his B.B.A. in finance at the Bernard M. Baruch School for Business and is a CFA charterholder. Mr. Ruhl, a vice president, is a portfolio manager in the U.S. Small Cap Equity Group. An employee since 1999, his current responsibility includes managing structured small cap core and value accounts. Previously, he worked on quantitative equity research (focusing on trading) as well as business development. Mr. Ruhl holds dual bachelors degrees in mathematics and computer science and a masters degree in computer science, all from MIT. Mr. Ruhl serves on the Board of Directors of Minds Matter, a nonprofit mentoring organization, as well as the MIT Club of New York, and is a CFA charterholder. Mr. Blum and Mr. Ruhl have managed the Portfolio since J.P. Morgan became one of its Sub-advisors in November 2004.
Raffaele Zingone and Terance Chen are primarily responsible for the day-to-day management of the portion of the AST Large-Cap Value Portfolio managed by J. P. Morgan. Mr. Zingone, Vice President of J.P. Morgan, is a portfolio manager in the U.S. Equity Group. He joined J.P. Morgan in 1991 and has managed the Portfolio since January 2004. Mr. Chen, Vice President of J.P. Morgan, is a portfolio manager in the U.S. Equity Group. He joined J.P. Morgan in 1994 and has managed the Portfolio since May 2005.
Lee Munder Investments, Ltd. (Lee Munder), with principal offices at 200 Clarendon Street, Boston, Massachusetts 02116, serves as Sub-advisor for a portion of the AST Small-Cap Value Portfolio (formerly, AST Gabelli Small-Cap Value Portfolio). , Lee Munder was founded in 2000 and is 77% owned by its employees with the remainder of the firm owned by Castanea Partners. As of December 31, 2005, Lee Munder managed approximately $2.8 billion in assets.
R. Todd Vingers serves as the portfolio manager for the portion of the Portfolio managed by Lee Munder. Mr. Vingers joined Lee Munder in June 2002 as a small cap value portfolio manager. Mr. Vingers has over 14 years of investment experience and most recently served as vice president and senior portfolio manager for American Century Investments. Prior to joining American Century Investments, Mr. Vingers was a valuation analyst for the Hawthorne Company. Mr. Vingers earned a B.A. from the University of St. Thomas and an M.B.A. from the University of Chicago Graduate School of Business. Mr. Vingers is a member of the Institute of Chartered Financial Analysts and the Association for Investment Management and Research (AIMR). Mr. Vingers has managed the Portfolio since Lee Munder became one of its sub-advisors in November 2004.
Lord, Abbett & Co. LLC (Lord Abbett), 90 Hudson Street, Jersey City, New Jersey 07302, serves as Sub-advisor for the AST Lord Abbett Bond-Debenture Portfolio . Lord Abbett has been an investment manager since 1929. As of December 31, 2005, Lord Abbett managed over $101 billion in a family of mutual funds and other advisory accounts.
Lord Abbett uses a team of investment managers and analysts acting together to manage the investments of the AST-Lord Abbett Bond-Debenture Portfolio. Christopher J. Towle, CFA and Partner of Lord Abbett, heads the management team and is primarily responsible for the day-to-day management of the Portfolio. Mr. Towle has been with Lord Abbett since 1987.
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LSV Asset Management (LSV), 1 North Wacker Drive, Suite 4000, Chicago, Illinois 60606, serves as the Sub-advisor for the AST LSV International Value Portfolio and for a portion of the AST Advanced Strategies Portfolio . Formed in 1994, LSV is a quantitative value equity manager providing active asset management for institutional clients through the application of proprietary models. As of December 31, 2005, LSV had approximately $51.8 billion in assets under management.
The portfolio managers responsible for the day-to-day management of the AST LSV International Value Portfolio and for the applicable portion of the Advanced Strategies Portfolio are Josef Lakonishok, Robert Vishny, Menno Vermeulen, CFA, and Puneet Mansharamani, CFA. Mr. Lakonishok has served as CEO, Partner and Portfolio Manager for LSV since its founding in 1994. He has more than 25 years of investment and research experience. In addition to his duties at LSV, Mr. Lakonishok serves as the William G. Karnes Professor of Finance at the University of Illinois at Urbana-Champaign. Mr. Vishny has served as a Partner and Portfolio Manager of LSV since its founding in 1994. He has more than 18 years of investment and research experience. Mr. Vermeulen has served as a Portfolio Manager and Senior Quantitative Analyst of LSV since 1995 and a Partner since 1998. He has more than 13 years of investment experience. Prior to joining LSV, Mr. Vermeulen served as a portfolio manager for ABP Investments. Mr. Mansharamani, CFA is a Partner and Portfolio Manager of LSV. Mr. Mansharamani has previously served as a Quantitative Analyst of LSV since 2000. He has more than 7 years of investment experience. Prior to joining LSV, Mr. Mansharamani was an Analyst at Institutional Trust National City Corporation and a Systems Consultant for Maximations, Inc.
Marsico Capital Management, LLC (MCM), located at 1200 17th Street, Suite 1600, Denver, CO 80202, serves as Sub-adviser to the AST Marsico Capital Growth Portfolio and to a portion of the AST Advanced Strategi es Portfolio . MCM was organized in September 1997 as a registered investment adviser and became a wholly-owned indirect subsidiary of Bank of America Corporation in January 2001. MCM provides investment management services to other mutual funds and private accounts and, as of December 31, 2005, had approximately $63 billion under management. Thomas F. Marsico is the founder and Chief Executive Officer of MCM.
Thomas F. Marsico is the Chief Investment Officer of MCM and manages the AST Marsico Capital Growth Portfolio and the applicable portion of the AST Advanced Strategies Portfolio. Mr. Marsico has over 20 years of experience as a securities analyst and a portfolio manager.
Massachusetts Financial Services Company (MFS), which is located at 500 Boylston Street, Boston, Massachusetts 02116, serves as Sub-advisor for the AST MFS Global Equity Portfolio and the AST MFS Growth Portfolio . MFS and its predecessor organizations have a history of money management dating from 1924. As of December 31, 2005, the net assets under the management of the MFS organization were approximately $163 billion.
David R. Mannheim, a Senior Vice President of MFS, manages the AST MFS Global Equity Portfolio. He is the Director of Equity Portfolio Management and serves on the MFS Investment Management Committee. He participates in the research process and strategy discussions, and maintains overall responsibility for portfolio construction, final buy and sell decisions, and risk management. Mr. Mannheim joined MFS in 1988 as an Equity Research Analyst following non-U.S. Securities. He was named a Portfolio Manager in 1992. Prior to joining MFS, Mr. Mannheim worked as a lending officier for Midlantic National Bank. He has earned a masters degree from MIT and a bachelors from Amherst College.
Simon Todd, ASIP, CFA, acts as a co-portfolio manager to the Global Equity Portfolio. Mr. Todd is a Vice President of MFS and a Global Equity Research Analyst. He joined MFS in 2000. Before that, he spent three years as a U.K. and European Equity Analyst for Phillips & Drew in London and one year as a Trainee Chartered Accountant for KPMG in London. Mr. Todd is an Associate of the Society of Investment Professionals as well as a member of the CFA insititute. He received an M.A. degree from Oxford University, Brasenose College.
The portfolio manager responsible for the management of the AST MFS Growth Portfolio is Stephen Pesek. Mr. Pesek, a Senior Vice President of MFS, has managed the Portfolio since its inception and has been employed by MFS in the investment management area since 1994.
Neuberger Berman Management Inc. (NB Management), 605 Third Avenue, New York, NY 10158, serves as Sub-advisor for the AST Neuberger Berman Mid-Cap Growth Portfolio , the AST Neuberger Berman Mid-Cap Value Portfolio , and a portion of the AST Small-Cap Growth Portfolio . NB Management and its predecessor firms have specialized in the management of mutual funds since 1950. Neuberger Berman, LLC, an affiliate of NB Management, acts as a principal broker in the purchase and sale of portfolio securities for the Portfolios for which it serves as Sub-advisor, and provides NB Management with certain assistance in the management of the Portfolios without added cost to the Portfolios or ASISI. NB
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Management and its affiliates manage securities accounts, including mutual funds, that had approximately $ 148.9 billion of assets as of December 31, 2005. NB Management is a subsidiary of Lehman Brothers Holdings Inc.
The AST Neuberger Berman Mid-Cap Growth Portfolio is managed by a team lead by Jon D. Brorson, consisting of the following lead portfolio managers, each of whom has managed the Portfolio since January 2003. Jon D. Brorson has co-managed an equity mutual fund and managed other equity portfolios since 1990 at two other investment managers, where he also had responsibility for investment research, sales and trading. Kenneth J. Turek has managed or co-managed two equity mutual funds and other equity portfolios for several other investment managers since 1985. Each team member is a Vice President of NB Management and a Managing Director of Neuberger Berman, LLC.
The portfolio manager responsible for the day-to-day management of the AST Neuberger Berman Mid-Cap Value Portfolio is S. Basu Mullick. Mr. Mullick is a managing director and portfolio manager on the Mid Cap Value and Large Cap Value teams. He joined the firm in 1998. Previously, he spent five years at Ark Asset Management Co., Inc., as a senior manager and a managing director. He also worked as an analyst and portfolio manager at John A. Levin Co. and as a portfolio manager at First Fidelity Bank. Basu began his career in 1982 as an analyst at PaineWebber, Inc. He received a B.A. from Presidency College in India and a M.A., A.B.D., from Rutgers University.
The portfolio manager responsible for the day-to-day management of NB Managements portion of the AST Small-Cap Growth Portfolio is Michael Fasciano. Mr. Fasciano started managing the Portfolio in May 2005. Mr. Fasciano has been a Vice President of NB Management and a Managing Director of Neuberger Berman, LLC since 2001. Prior to joining Neuberger Berman, he managed Fasciano Fund, Inc., from its inception in 1988 until 2001.
Pacific Investment Management Company LLC (PIMCO) serves as Sub-advisor for the AST PIMCO Total Return Bond Portfolio and the AST PIMCO Limited Maturity Bond Portfolio and for a portion of the AST High Yield Portfolio and the AST Advanced Strategies Portfolio . PIMCO, located at 840 Newport Center Drive, Newport Beach, California 92660 is an investment counseling firm founded in 1971. As of December 31, 2005, PIMCO had approximately $594.1 billion of assets under management. PIMCO is a Delaware limited liability company and is a majority-owned subsidiary of Allianz Global Investors of America L.P. (AGI LP), with a minority interest held by PIMCO Partners, LLC. PIMCO Partners, LLC is owned by the current managing directors and executive management of PIMCO. AGI LP was organized as a limited partnership under Delaware law in 1987. AGI LPs sole general partner is Allianz-PacLife Partners LLC. Allianz-PacLife Partners LLC is a Delaware limited company with two members, ADAM U.S. Holding LLC, the managing member, which is a Delaware limited liability company and Pacific Life Insurance Company, a California stock life insurance company. The sole member of ADAM U.S. Holding LLC is Allianz Global Investors of America LLC. Allianz Global Investors of America LLC has two members, Allianz of America, Inc., a Delaware corporation which owns a 99.9% non-managing interest and Allianz Global Investors of America Holding Inc., a Delaware corporation which owns a 0.1% managing interest. Allianz Global Investors of America Holding Inc. is a wholly-owned subsidiary of Allianz Global Investors Aktiengesellschaft, which is wholly owned by Allianz Aktiengesellschaft (Allianz AG). Allianz of America, Inc. is wholly-owned by Allianz AG. Pacific Life Insurance Company, is a wholly-owned subsidiary of Pacific Mutual Holding Company. Allianz AG indirectly holds a controlling interest in Allianz Global Investors of America L.P. Allianz AG is a European-based, multinational insurance and financial services holding company.
AST PIMCO Total Return Bond Portfolio : William H. Gross, CFA, is managing director, portfolio manager, and chief investment officer, was a founding partner of PIMCO in 1971. Mr. Gross has thirty-five years of investment experience and is the author of Bill Gross on Investing . Mr. Gross has a bachelors degree from Duke University and an MBA from the UCLA Graduate School of Business.
AST PIMCO Limited Maturity Bond Portfolio : Paul A. McCulley is managing director, generalist portfolio manager, member of the investment committee and head of PIMCOs Short-Term Desk. He also leads PIMCOs Cyclical Economic Forum and is author of the monthly research publication Fed Focus. Mr. McCulley joined the firm in 1999, previously serving as Chief Economist for the Americas for UBS Warburg. From 1996 and 1998, he was named to six seats on the Institutional Investor All-America Fixed Income Research team. He has twenty-one years of investment experience and holds a bachelors degree from Grinnell College and an MBA from Columbia University Graduate School of Business.
AST High Yield Portfolio : Raymond G. Kennedy, CFA. Mr. Kennedy is a Managing Director, portfolio manager and senior member of PIMCOs investment strategy group. He manages High Yield funds and oversees bank loan trading and collateralized debt obligations. Mr. Kennedy joined PIMCO in 1996, previously having been associated with the Prudential Insurance Company of America as a private placement asset manager, where he was responsible for investing and managing
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a portfolio of investment grade and high yield privately placed fixed income securities. Prior to that, he was a consultant for Andersen Consulting (now Accenture) in Los Angeles and London. He has eighteen years of investment management experience and holds a bachelors degree from Stanford University and an MBA from the Anderson Graduate School of Management at the University of California, Los Angeles. Mr. Kennedy is also a member of LSTA.
AST Advanced Strategies Portfolio
John B. Brynjolfsson (Advanced Strategies I), CFA, is a Managing Director, portfolio manager and head of the PIMCO Real Return Bond Fund. He is co-author of Inflation-Protection Bonds and co-editor of The Handbook of Inflation-Indexed Bonds. Mr. Brynjolfsson joined PIMCO in 1989, previously having been associated with Charles River Associates and JP Morgan Securities. He has nineteen years of investment experience, and holds a bachelors degree in physics and mathematics from Columbia College and an MBA in finance and economics from the MIT Sloan School of Management.
Sudi Mariappa (Hedged International Bond) is a Managing Director and head of global portfolio management, with responsibility for overseeing PIMCOs global portfolio management efforts. Prior to joining PIMCO in 2000, he served as managing director for Merrill Lynch in Tokyo as manager of JGB and Swap Derivative Trading. Mr. Mariappas prior experience included positions at Sumitomo Finance International PLC, Long Term Capital Management, and Salomon Brothers in San Francisco and Tokyo, where he was Director of Fixed Income Arbitrage. He holds both a bachelors degree in chemical engineering and an MBA from Cornell University.
Chris P. Dialynas (U.S. Fixed-Income) is a Managing Director, portfolio manager, and a senior member of PIMCOs investment strategy group. He joined PIMCO in 1980. Mr. Dialynas has written extensively and lectured on the topic of fixed income investing. He served on the Editorial Board of The Journal of Portfolio Management and was a member of Fixed Income Curriculum Committee of the Association for Investment Management and Research. He has twenty-five years of investment experience and holds a bachelors degree in economics from Pomona College, and holds an MBA in finance from The University of Chicago Graduate School of Business.
Prudential Investments LLC (PI) directly manages the assets of the AST Global Allocation Portfolio , the AST Aggressive Asset Allocation Portfolio, the AST Capital Growth Asset Allocation Portfolio, the AST Balanced Asset Allocation Portfolio, the AST Conservative Asset Allocation Portfolio and the AST Preservation Asset Allocation Portfolio and a portion of the assets of the AST Advanced Strategi es Portfolio . PI is located at 100 Mulberry Street, Gateway Center Three, Newark, NJ 07102. The portfolios are managed by PIs Strategic Investment Research Group (SIRG). As of December 31, 2005, PI had approximately $94.9 billion in assets under management.
James G. Russell, and Christopher D. Piros are primarily responsible for the day-to-day management of the Global Allocation Portfolio and each of the Dynamic Asset Allocation Portfolios. Information about the portfolio managers is set forth below. The SAI provides additional information about each portfolio managers compensation, other accounts that each portfolio manager manages, and each portfolio managers ownership of Trust securities.
As Director of the Strategic Investment Research Group, James G. Russell, CIMA, CFA has overall responsibility for PIs investment research efforts and is chairman of the Investment Committee for the Strategic Partners family of funds. Prior to joining Prudential Investments in 2000, Mr. Russell managed the asset management and asset allocation businesses at Diversified Investment Advisors, a $60 billion institutional asset management firm, and managed a division of Evaluation Associates Incorporated, a national investment management consulting organization. He is a graduate of Colgate University, holds the Charter in Financial Analysis (CFA) awarded by the CFA Institute, and is a holder of the Certified Investment Management Analyst designation awarded by the Investment Management Consultants Association and The Wharton School of the University of Pennsylvania.
Christopher D. Piros, Ph.D., CFA heads the portfolio management team . In addition to the AST Global Allocation Portfolio, the team is responsible for four asset allocation portfolios within the Prudential Series Funds and three asset allocation portfolios within the Strategic Partners family of funds. As Director of Investment Strategy & Portfolio Management, Dr. Piros also directs SIRGs capital market, investment strategy, and economic research. Prior to joining Prudential, he was a Senior Vice President and Portfolio Manager with MFS Investment Management (1989-2000) and an Executive-in-Residence at the Boston University School of Management (2001-2002). He has also served on the finance faculty of Duke Universitys Fuqua School of Business. He is a graduate of Northwestern University and holds a Ph.D. in Economics from Harvard University.
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Prudential Investment Management, Inc. (PIM), Gateway Center Two, 100 Mulberry Street, Newark, NJ 07102, serves as Sub-advisor for the AST Money Market Portfolio . PIM is a wholly owned subsidiary of Prudential Financial, Inc. As of December 31, 2005, PIM had approximately $220.3 billion in assets under management. PIMs Fixed Income unit (PIM Fixed Income) is the principal public fixed income asset management unit of PIM and is responsible for the management of the Portfolio.
Joseph M. Tully, Manolita Brasil, Robert Browne and Douglas Spratley of PIM Fixed Income are primarily responsible for the day-to-day management of the Portfolio.
Joseph M. Tully, Managing Director, has managed the Portfolio since 2005. Prior to joining Prudential Financial in 1987, he worked for Merrill Lynch Asset Management as portfolio manager and senior bank credit analyst, and was an assistant national bank examiner for the Office of the Comptroller of the Currency. Mr. Tully has 19 years of experience managing short-term fixed income investments, and 21 years of total investment experience.
Manolita Brasil is Vice President and portfolio manager responsible for taxable money market funds and has managed the Portfolio since 2005. In addition, Ms. Brasil coordinates credit research for commercial paper and other short-term instruments. She has been managing money market portfolios for PIM Fixed Income since 1988. Previously, she managed the money market support staff. Ms. Brasil joined Prudential Financial in 1979 and has 17 years of investment experience.
Robert T. Browne is Vice President and portfolio manager responsible for taxable money markets portfolios. He has managed the Portfolio since 2005. Before assuming his current position in 1995, he spent two years analyzing and trading currency and global bonds, and handling operations, marketing, compliance and business planning functions. Mr. Browne joined Prudential Financial in 1989 and has 11 years of investment experience.
Douglas Spratley , CFA is an Associate and portfolio manager responsible for short-term portfolios and government repo trading. Previously, Mr. Spratley was an investment analyst for the Prudential Capital Group. He joined Prudential in 1992 and has 9 years of investment experience.
Salomon Brothers Asset Management Inc (SaBAM), serves as Sub-advisor for a portion of the AST Small-Cap Value Portfolio. Located at 399 Park Avenue, New York, NY 10022, SaBAM was established in 1987 and together with affiliates in London, Tokyo and Hong Kong, provides a broad range of fixed income and equity investment services to individuals and institutional clients throughout the world. SaBAM is a wholly-owned subsidiary of Legg Mason, Inc. As of December 31, 2005, SaBAM managed approximately $88.57 billion in total assets.
Peter Hable is a managing director of SaBAM and is responsible for the day-to-day management for the portion of the Portfolio managed by SaBAM. Mr. Hable has more than 22 years of investment industry experience and has managed the SaBAM portion of the Portfolio since its inception. Mr. Hable has a B.S. in Economics from Southern Methodist University and an MBA from the University of Pennsylvanias Wharton School of Finance.
T. Rowe Price Associates, Inc. (T. Rowe Price), 100 East Pratt Street, Baltimore, Maryland 21202, serves as Sub-advisor for the AST T. Rowe Price Large-Cap Growth Portfolio, the AST T. Rowe Price Natural Resources Portfolio, the AST T. Rowe Price Asset Allocation Portfolio and for a portion of the AST Advanced Strategi es Portfolio . T. Rowe Price was founded in 1937 by the late Thomas Rowe Price, Jr. As of December 31, 2005, the firm and its affiliates managed approximately $269.5 billion for approximately eight million individual and institutional accounts.
T. Rowe Price manages each Portfolio through an Investment Advisory Committee. The Committee Chairman has day-to-day responsibility for managing the Portfolio and works with the Committee in developing and executing the Portfolios investment program.
Robert Sharps is the Investment Advisory Committee Member responsible for the AST T. Rowe Price Large Cap-Growth Portfolio. Mr. Sharps is a Vice President of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc. He is also the lead Portfolio Manager on the Large-Cap Growth Strategy Team in the Equity Division. Mr. Sharps serves as Executive Vice President and an Investment Advisory Committee member of the Growth Stock Fund. In addition, Mr. Sharps is a Vice President and Investment Advisory Committee member of the Blue Chip Growth Fund, Financial Services Fund, Growth & Income Fund, and New America Growth Fund. He is also a member of the Investment Advisory Committee of the Tax-Efficient Growth Fund. Prior to joining the firm in 1997, Mr. Sharps was a Senior Consultant at KPMG Peat Marwick. He earned a B.S., summa cum laude, in Accounting from Towson University and an M.B.A. in Finance from the Wharton School, University of Pennsylvania. Mr. Sharps has also earned the Chartered Financial Analyst and Certified Public Accountant accreditations.
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Charles M. Ober is the Investment Advisory Committee Chairman for the AST T. Rowe Price Natural Resources Portfolio. Mr. Ober is a Vice President of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc. He is also a Portfolio Manager and Research Analyst in the Equity Division. As an analyst, he covers global energy majors. Mr. Ober is President of the T. Rowe Price New Era Fund and Chairman of the Funds Investment Advisory Committee. He also serves as a Vice President and Investment Advisory Committee member of the T. Rowe Price Real Estate Fund. Before joining the firm in 1980, Mr. Ober was employed as an Equity Analyst with Morgan Guaranty Trust in New York for five years, during which period he followed 12 industries. Mr. Ober earned a B.A. from Cornell University and an M.B.A. in Finance from Columbia University. He has also earned the Chartered Financial Analyst accreditation.
The AST T. Rowe Price Asset Allocation Portfolio has an Investment Advisory Committee that has day-to-day responsibility for managing the Portfolio and developing and executing the Portfolios investment program. Edmund M. Notzon, III, Ph.D., CFA is Chairman of the Investment Advisory Committee and is responsible for implementing and monitoring the Portfolios overall investment strategy, as well as the allocation of the Portfolios assets. Ned is a Vice President of T. Rowe Price and a Senior Portfolio Manager in the firms Fixed Income Group. Prior to joining T. Rowe Price in 1989, Ned was a charter member of the U.S. Senior Executive Service and the Director of the Analysis and Evaluation Division in the Office of Water Regulations and Standards of the U.S. Environmental Protection Agency.
E. Frederick Bair, CFA, CPA, is a Vice President of T. Rowe Price Associates, Inc. and a Portfolio Manager and Quantitative Analyst in the Systematic Equity Group. He is responsible for the Portfolios U.S. small cap equity investments. Prior to joining the firm in 1998, Fred was an equity trader at Legg Mason. Raymond A. Mills, Ph.D., CFA is a Vice President of T. Rowe Price and T. Rowe Price International, and is responsible for making recommendations regarding the Portfolios foreign equity holdings. Prior to joining the firm in 1997 he was a Principal Systems Engineer on large space systems with The Analytic Sciences Corporation. Daniel O. Shackelford, CFA, is a Vice President of T. Rowe Price and chairman of the firms Fixed Income Strategy Committee. He is responsible for making recommendations regarding the Portfolios high grade bond investments. Prior to joining the firm in 1999, Dan was the principal and head of fixed income for Investment Counselors of Maryland. The Portfolios U.S. large cap equity investments are selected based on a research-driven strategy utilizing the investment recommendations of a group of the firms equity research analysts. William J. Stromberg, CFA, Director of Equity Research of T. Rowe Price, is the Chairman of the Investment Advisory Committee responsible for implementing the investment strategy. Prior to joining the firm in 1987, Bill was employed as a Systems Engineer for the Westinghouse Defense and Electronics Center. Mark J. Vaselkiv, is a Vice President of T. Rowe Price and a Portfolio Manager in the Fixed Income Group, heading taxable high-yield bond management. He is responsible for the Portfolios investments in high-yield debt securities. Prior to joining the firm in 1988; Mark was a Vice President specializing in high-yield debt for Shenkman Capital Management, and a Private Placement Credit Analyst for Prudential Insurance Company.
Brian Rogers, Steve Boesel, and John Linehan are responsible for the day-to-day management of the portion of the Advanced Strategies Portfolio sub-advised by T. Rowe Price.
Brian Rogers is the Chief Investment Officer of T. Rowe Price Group, Inc. In addition he manages major institutional equity portfolios and serves as President of the Equity Income Fund. He serves on the Board of Directors of T. Rowe Price Group and is a member of the Management Committee. His other responsibilities include serving on the Equity, Fixed-income, International, and Asset Allocation committees. Prior to joining the firm in 1982, Brian was employed by Bankers Trust Company. He earned an A.B. from Harvard College and an M.B.A. from Harvard Business School.
Steve Boesel is a Vice President of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc., and Portfolio Manager in the Equity Division responsible for several of the firms major separate account portfolios. He is President of the Capital Appreciation Fund and the Chairman of the funds Investment Advisory Committee. Steve is also Executive Vice President and an Investment Advisory Committee member of the Personal Strategy Funds. He is a Vice President and Investment Advisory Committee member of the Balanced Fund, Equity Income Fund, Real Estate Fund, and Value Fund. Steve also serves as an Investment Advisory Committee member of the Tax-Efficient Funds. He joined the firm in 1973 from National City Bank, where he was a Senior Research Analyst. Steve earned a B.A. in Economics from Baldwin-Wallace College and an M.B.A. from the University of Denver. He is a member of the Baltimore Society of Security Analysts and the Association for Investment Management and Research.
Effective on or about May 1, 2006, David Giroux will replace Steve Boesel as co-manager of the AST Advanced Strategies Portfolio as part of a planned transition of responsibilities in connection with the retirement of Steve Boesel from the firm. David Giroux is a Vice President of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc. He is also a
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Portfolio Manager and Research Analyst in the Equity Division following the automotive, electrical equipment, industrial manufacturing, and building materials/products industries. David is a Vice President and Investment Advisory Committee member of the Dividend Growth Fund, Value Fund, Capital Appreciation Fund, Capital Opportunity Fund, Growth & Income Fund, and Equity Income Fund. Prior to joining the firm in 1998, he worked as a Commercial Credit Analyst with Hillsdale National Bank. David earned a B.A. in Finance and Political Economy with honors from Hillsdale College. He has also earned the Chartered Financial Analyst accreditation.
John Linehan is a Vice President of T. Rowe Price Group, Inc., and T. Rowe Price Associates, Inc. He is also a Portfolio Manager in the Equity Division. John is President of the Value Fund and Chairman of the funds Investment Advisory Committee. He also co-manages several of the firms separate account portfolios as a member of the Large-Cap Strategy Team and is the Lead Portfolio Manager for the SICAV U.S. Large-Cap Value Equity Fund. In addition, John is also a Vice President and member of the Investment Advisory Committee of the Equity Income Fund, New Era Fund and Global Stock Fund. In addition, he is a Vice President of the Capital Appreciation Fund. John joined the firm in 1998 and has nine years of previous investment experience at Bankers Trust and E.T. Petroleum. He earned a B.A. from Amherst College and an M.B.A. from Stanford University where he was the Henry Ford II Scholar, an Arjay Miller Scholar, and the winner of the Alexander A. Robichek Award in Finance. He has also earned the Chartered Financial Analyst accreditation.
T. Rowe Price International, Inc. (T. Rowe International), 100 East Pratt Street, Baltimore, Maryland 21202, serves as Sub-advisor for the AST T. Rowe Price Global Bond Portfolio . T. Rowe International is a wholly-owned subsidiary of T. Rowe Price and the successor of Rowe Price-Fleming International, Inc., a joint venture in which T. Rowe Price was a participant that was founded in 1979. T. Rowe International is one of the worlds largest international mutual fund asset managers with approximately $26.3 billion under management as of December 31, 2005 in its offices in Baltimore, London, Tokyo, Hong Kong, Singapore, Buenos Aires and Paris.
The AST T. Rowe Price Global Bond Portfolio has an investment advisory group that has day-to-day responsibility for managing the Portfolio and developing and executing the Portfolios investment program. The advisory group consists of Ian Kelson, Christopher Rothery, Daniel O. Shackelford, Brian Brennan and Michael Conelius. Mr. Kelson is the lead member of the Portfolios advisory group, responsible for implementing and monitoring the Portfolios overall investment strategy. Mr. Kelson joined T. Rowe Price International in November 2000 and is the firms Head of International Fixed Income. From 1989 to 1999, Mr. Kelson was Head of Fixed Income at Morgan Grenfell/Deutsche Asset Management (Morgan Grenfell) where he was responsible for $50 billion in global fixed income assets. Mr. Rothery joined T. Rowe Price International in 1994 and has 16 years of experience managing multi-currency fixed-income portfolios. Mr. Rothery is responsible for making recommendations regarding the Portfolios non-U.S. investment grade investments. Mr. Shackelford joined T. Rowe Price in 1999; prior to that he was the Principal and Head of Fixed Income for Investment Counselors of Maryland. Mr. Brennan joined T. Rowe Price in 2000; prior to that he was a fixed income manager at Howard Hughes Medical Institute. Mr. Shackelford and Mr. Brennan are responsible for making recommendations regarding the funds U.S. investment-grade investments. Mr. Conelius joined T. Rowe Price International in 1995 and focuses on the Portfolios emerging market sovereign debt investments.
WEDGE Capital Management, LLP (WEDGE), 301 South College St., Charlotte, North Carolina 28202 serves as Sub-advisor for approximately 50% of the assets of the AST Mid-Cap Value Portfolio . WEDGE is an independent investment advisor owned and operated by 13 General Partners. As of December 31, 2005, WEDGE had approximately $6.13 billion in assets under management. WEDGE utilizes a team approach to managing all of its portfolios. Paul M. VeZolles, Gilbert Gail and John Norman are responsible for the day-to-day management of the Portfolio.
Paul M. VeZolles, CFA, General Partner, is primarily responsible for the day-to-day management of the portfolio. Mr. VeZolles has twenty years of investment experience and is responsible for equity research on companies with market capitalizations between $1.0 billion and $10.0 billion. Prior to joining WEDGE in 1995, Mr. VeZolles was an Equity Analyst at Palley-Needelman Asset Management in Newport Beach, California, and an Equity Analyst with CMB Investment Counselors in Los Angeles. Mr. VeZolles received his Bachelor of Arts degree in Economics from Indiana University and his Master of Arts in Economics from DePaul University.
Gilbert E. Galle, General Partner, has twenty-seven years of investment experience and is responsible for portfolio management and client service. Prior to joining WEDGE in 1988, Mr. Galle was a Senior Vice President of Shearson Lehman Hutton responsible for institutional research marketing in their Southeastern Region. He was formerly associated with Bear, Stearns & Co. in Atlanta and Rotan Mosle Inc. in Houston, Texas. Mr. Galle received his Bachelor of Arts degree from Washburn University and is a member of the North Carolina Society of Financial Analysts.
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John G. Norman, Executive Vice President, has fifteen years of investment experience and is responsible for portfolio management and client service. Prior to joining WEDGE in 2004, John was a Senior Vice President at Banc of America Capital Management. He was formerly associated with Brown Brothers Harriman, Wheat First Butcher Singer, and William M. Mercer Investment Consulting. Mr. Norman received his Bachelor of Business Administration - Finance from The College of William and Mary.
William Blair & Company, L.L.C. (William Blair) , located at 222 West Adams Street, Chicago, Illinois 60606, serves as Sub-advisor to the AST William Blair International Growth Portfolio and for a portion of the AST Advanced Strategi es Portfolio . Since its founding in 1935, the firm has been dedicated to researching, financing and investing in high quality growth companies through four primary divisions: investment banking, sales and trading, asset management and private capital. As of December 31, 2005, William Blair managed approximately $33.6 billion in assets.
W. George Greig is responsible for the day-to-day management of the AST William Blair International Growth Portfolio and for the portion of the AST Advanced Strategies Portfolio sub-advised by William Blair. Mr. Greig, a principal of William Blair, has headed the firms international investment management team since 1996. He serves as the Portfolio Manager for the William Blair International Growth Fund as well as leading the Portfolio Team on separately managed portfolios. Before joining William Blair, he headed international equities for PNC Bank in Philadelphia from 1995 to 1996 and previously served as Investment Director with London-based Framlington Group PLC as well as managing global and emerging markets funds there. He has over twenty-five years of experience in domestic and international investment research and portfolio management. Education: B.S., Massachusetts Institute of Technology; M.B.A., Wharton School of the University of Pennsylvania.
Investment Management Fees. ASISI and/or PI receives a fee, payable each month, for the performance of its services. ASISI pays each Sub-advisor a portion of such fee for the performance of the Sub-advisory services at no additional cost to any Portfolio. The Investment Management fee for each Portfolio will differ, reflecting the differing objectives, policies and restrictions of each Portfolio. Each Portfolios fee is accrued daily for the purposes of determining the sale and redemption price of the Portfolios shares. The Portfolios do not pay any fee to PI.
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The fee rates shown below represent the effective fee rates paid to ASISI for the fiscal year ended December 31, 2005, stated as a percentage of the Portfolios average daily net assets. The effective fee rates do not reflect the impact of any waiver arrangements that may be applicable.
Portfolio: |
|
|
|
Annual Rate: |
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||
AST JPMorgan International Equity |
|
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0.88 |
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||
AST William Blair International Growth |
|
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1.00 |
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|
||
AST LSV International Value |
|
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1.00 |
|
|
||
AST MFS Global Equity |
|
|
1.00 |
|
|
||
AST Small-Cap Growth |
|
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0.90 |
|
|
||
AST DeAM Small-Cap Growth |
|
|
0.95 |
|
|
||
AST Federated Aggressive Growth |
|
|
0.95 |
|
|
||
AST Goldman Sachs Small-Cap Value |
|
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0.95 |
|
|
||
AST Small-Cap Value |
|
|
0.90 |
|
|
||
AST DeAM Small-Cap Value |
|
|
0.95 |
|
|
||
AST Goldman Sachs Mid-Cap Growth |
|
|
1.00 |
|
|
||
AST Neuberger Berman Mid-Cap Growth |
|
|
0.90 |
|
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||
AST Neuberger Berman Mid-Cap Value |
|
|
0.89 |
|
|
||
AST Mid-Cap Value |
|
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0.95 |
|
|
||
AST T. Rowe Price Natural Resources |
|
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0.90 |
|
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||
AST T. Rowe Price Large-Cap Growth |
|
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0.90 |
|
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||
AST MFS Growth |
|
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0.90 |
|
|
||
AST Marsico Capital Growth |
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0.90 |
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|
||
AST Goldman Sachs Concentrated Growth |
|
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0.90 |
|
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||
AST DeAM Large-Cap Value |
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0.85 |
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AST Large-Cap Value |
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0.75 |
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||
AST AllianceBernstein Core Value |
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0.75 |
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AST Cohen & Steers Realty |
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1.00 |
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AST AllianceBernstein Managed Index 500 |
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0.60 |
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AST American Century Income & Growth |
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0.75 |
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AST AllianceBernstein Growth & Income |
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0.75 |
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AST American Century Strategic Balanced |
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0.85 |
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AST Advanced Strategies(1) |
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0.85 |
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AST T. Rowe Price Asset Allocation |
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0.85 |
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AST Global Allocation(2) |
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0.86 |
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AST Aggressive Asset Allocation(3) |
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1.04 |
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AST Capital Growth Asset Allocation(3) |
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1.00 |
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AST Balanced Asset Allocation(3) |
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0.95 |
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AST Conservative Asset Allocation(3) |
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0.94 |
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AST Preservation Asset Allocation(3) |
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0.89 |
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AST T. Rowe Price Global Bond |
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0.80 |
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AST High Yield |
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0.75 |
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AST Lord Abbett Bond-Debenture |
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0.80 |
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AST PIMCO Total Return Bond |
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0.65 |
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AST PIMCO Limited Maturity Bond |
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0.65 |
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||
AST Money Market |
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0.50 |
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|
(1) This Portfolio did not exist as of the fiscal year ended December 31, 2005. The Investment Managers have voluntarily undertaken to waive 0.05% of the management fee on assets of the Portfolio in excess of $1 billion. Such waiver is voluntary and may be modified or terminated at any time without prior notice.
(2) The AST Global Allocation Portfolio invests primarily in shares of other AST Portfolios (the Underlying Portfolios). The only management fee directly paid by the Portfolio is a 0.10% fee paid to the Investment Managers. The management fee shown in the chart for the Portfolio includes (i) that 0.10% management fee paid by the Portfolio to the Investment Managers plus (ii) a weighted average estimate of the management fees paid by the Underlying Portfolios to the Investment Managers, which are borne indirectly by investors in the Portfolio. The weighted average
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estimate was calculated based on the percentage of the Portfolio invested in each Underlying Portfolio as of December 31, 2005 using the management fee rates shown in the chart above.
(3) Each Dynamic Asset Allocation Portfolio invests primarily in shares of one or more Underlying Portfolios. The only management fee directly paid by a Dynamic Asset Allocation Portfolio is a 0.15% fee paid to the Investment Managers. The management fee shown in the chart for each Dynamic Asset Allocation Portfolio includes: (i) the 0.15% management fee to be paid by the Dynamic Asset Allocation Portfolio to the Investment Managers plus (ii) a weighted average estimate of the management fees to be paid by the Underlying Portfolios to the Investment Managers, which are borne indirectly by investors in the Dynamic Asset Allocation Portfolio. Each weighted average estimate was calculated based on the percentage of the Portfolio invested in each Underlying Portfolio as of December 31, 2005 using the management fee rates shown in the chart above.
For more information about investment management fees, including voluntary fee waivers and the fee rates applicable at various asset levels, and the fees payable by ASISI to each of the Sub-advisors, please see the Trusts SAI under Investment Advisory and Other Services.
Other Expenses. In addition to Investment Management fees, each Portfolio pays other expenses, including costs incurred in connection with the maintenance of its securities law registrations, printing and mailing prospectuses and statements of additional information to shareholders, certain office and financial accounting services, taxes or governmental fees, brokerage commissions, custodial, transfer and shareholder servicing agent costs, expenses of outside counsel and independent accountants, preparation of shareholder reports and expenses of trustee and shareholder meetings. The Trust may also pay Participating Insurance Companies for printing and delivery of certain documents (including prospectuses, semi-annual and annual reports and any proxy materials) to holders of variable annuity contracts and variable life insurance policies whose assets are invested in the Trust as well as for other services. Currently, each Portfolio pays each Participating Insurance Company 0.10% on assets attributable to that company.
Payment of Certain Fees and Expenses by Investment Managers to Morningstar (Dynamic Asset Allocation Portfolios). As compensation for providing consulting services and a related license grant to the Investment Managers, the Investment Managers will pay Morningstar a monthly fee at an annual rate based on the aggregate average daily net assets of the Dynamic Asset Allocation Portfolios under the following fee schedule: (i) 0.10% on aggregate average daily net assets of the Dynamic Asset Allocation Portfolios of less than or equal to $1 billion, plus (ii) 0.09% on aggregate average daily net assets of the Dynamic Asset Allocation Portfolios of greater than $1 billion but less than or equal to $1.5 billion, plus (iii) 0.08% on aggregate average daily net assets of the Asset Allocation Portfolios of greater than $1.5 billion. In addition, American Skandia Marketing Incorporated, the Trusts distributor (ASM), will reimburse Morningstar for reasonable disbursements that are directly related to providing certain marketing services to ASM in connection with the Dynamic Asset Allocation Portfolios. The Dynamic Asset Allocation Portfolios and Contractholders will not directly pay any compensation to Morningstar and will not make any reimbursements for expenses to Morningstar.
Distribution Plan. Until November 18, 2004, the Trust utilized a Distribution Plan (the Distribution Plan) under Rule 12b-1 under the Investment Company Act of 1940 that permitted American Skandia Marketing, Incorporated (ASM) and affiliates of ASISI and PI (the Distributor) to receive brokerage commissions in connection with purchases and sales of securities held by the Portfolios, and to use those commissions to promote the sale of shares of the Portfolios. Under the Distribution Plan, transactions for the purchase and sale of securities for a Portfolio were directed to certain brokers for execution (clearing brokers) who agreed to pay part of the brokerage commissions received on these transactions to the Distributor for introducing transactions to the clearing broker. In turn, the Distributor used the brokerage commissions received as an introducing broker to pay various distribution-related expenses, such as advertising, printing of sales materials, and payments to dealers. The Portfolios did not pay any separate fees or charges under the Distribution Plan, and it was expected that the brokerage commissions paid by a Portfolio would not increase as the result of the Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
Each Portfolio currently intends to be treated as a partnership for federal income tax purposes. As a result, each Portfolios income, gains, losses, deductions, and credits will be passed through pro rata directly to the Participating Insurance Companies and retain the same character for federal income tax purposes. The Portfolios intend to distribute
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substantially all their net investment income and gains. Distributions will be made to the various separate accounts of the Participating Insurance Companies in the form of additional shares (not in cash).
Holders of variable annuity contracts or variable life insurance policies should consult the prospectuses of their respective contracts or policies for information on the federal income tax consequences to such holders. In addition, variable contract owners may wish to consult with their own tax advisors as to the tax consequences of investments in the Trust, including the application of state and local taxes.
CERTAIN RISK FACTORS AND INVESTMENT METHODS:
The following is a description of certain securities and investment methods that the Portfolios may invest in or use, and certain of the risks associated with such securities and investment methods. The primary investment focus of each Portfolio is described above under Investment Objective and Policies and an investor should refer to that section to obtain information about each Portfolio. In general, whether a particular Portfolio may invest in a specific type of security or use an investment method is described above or in the Trusts SAI under Investment Objectives and Policies. As noted below, however, certain risk factors and investment methods apply to all or most of the Portfolios.
Market Risk and Issuer-Specific Risk:
Market risk is the risk that one or more markets in which a Portfolio invests will go down in value, including the possibility that a market will go down sharply and unpredictably. Issuer-specific risk is the risk that the value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the market as a whole.
Sub-Advisor Selection Risk and Security Selection Risk:
Sub-advisor selection risk is the risk that the Investment Managers decision to select or replace a Sub-advisor for a Portfolio does not produce the intended result. Security selection risk is the risk that the securities selected by a Sub-advisor for a Portfolio will underperform relevant markets, relevant indices or other mutual funds with similar investment objectives and investment strategies.
Stocks represent shares of ownership in a company. Generally, preferred stock has a specified dividend and ranks after bonds and before common stocks in its claim on the companys income for purposes of receiving dividend payments and on the companys assets in the event of liquidation. (Some of the Sub-advisors consider preferred stocks to be equity securities for purposes of the various Portfolios investment policies and restrictions, while others consider them fixed income securities.) After other claims are satisfied, common stockholders participate in company profits on a pro rata basis; profits may be paid out in dividends or reinvested in the company to help it grow. Increases and decreases in earnings are usually reflected in a companys stock price, so common stocks generally have the greatest appreciation and depreciation potential of all corporate securities.
Investment Style Risk:
The Sub-advisors to the Portfolios may use a particular style or set of styles, such as growth or value styles, to select equity investments for the Portfolio. Specific investment styles tend to go in and out of favor and may not produce the best results over short or longer time periods. For example, investors often expect growth companies to increase their earnings at a certain rate. If these expectations are not met, investors can punish growth stocks inordinately, even if earnings do increase. In addition, growth stocks typically lack the dividend yield that can cushion stock prices in market downturns and are often adversely affected by rising interest rates. Value stocks are subject to the risks that the market may not recognize the stocks actual value or that the market actually valued the stock appropriately.
Small- and Mid-Capitalization Company Risk:
Portfolios that invest in small and mid-capitalization companies may be subject to increased risks. Securities of smaller companies tend to be subject to more abrupt and erratic price movements than securities of larger companies, in part because they may have limited product lines, markets, or financial resources. In addition, since equity securities of small and
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medium-sized companies may not be traded as often as equity securities of larger, more established companies, it may be difficult or impossible for a Portfolio to sell such securities at a desirable price.
Portfolios that emphasize investments in a particular market sector or industry (e.g., the AST T. Rowe Price Natural Resources Portfolio, the AST Cohen & Steers Realty Portfolio and the AST Advanced Strategies Portfolio) are subject to an additional risk factor because they are generally less diversified than most equity funds. As a result, a Portfolio could experience sharp price declines when conditions are unfavorable in the market sector or industry in which it invests.
Investments in securities of foreign issuers may involve risks that are not present with domestic investments. While investments in foreign securities can reduce risk by providing further diversification, such investments involve sovereign risks in addition to the credit and market risks to which securities generally are subject. Sovereign risks includes local political or economic developments, potential nationalization, withholding taxes on dividend or interest payments, and currency blockage (which would prevent cash from being brought back to the United States). Compared to United States issuers, there is generally less publicly available information about foreign issuers and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. Foreign issuers are not generally subject to uniform accounting and auditing and financial reporting standards, practices and requirements comparable to those applicable to domestic issuers. In some countries, there may also be the possibility of expropriation or confiscatory taxation, difficulty in enforcing contractual and other obligations, political or social instability or revolution, or diplomatic developments that could affect investments in those countries.
Securities of some foreign issuers are less liquid and their prices are more volatile than securities of comparable domestic issuers. Further, it may be more difficult for the Trusts agents to keep currently informed about corporate actions and decisions that may affect the price of portfolio securities. Brokerage commissions on foreign securities exchanges, which may be fixed, may be higher than in the United States. Settlement of transactions in some foreign markets may be less frequent or less reliable than in the United States, which could affect the liquidity of investments. For example, securities that are traded in foreign markets may trade on days (such as Saturday or Holidays) when a Portfolio does not compute its price or accept purchase or redemption orders. As a result, a shareholder may not be able to act on developments taking place in foreign countries as they occur.
American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), and International Depositary Receipts (IDRs). ADRs are U.S. dollar-denominated receipts generally issued by a domestic bank evidencing its ownership of a security of a foreign issuer. ADRs generally are publicly traded in the United States. ADRs are subject to many of the same risks as direct investments in foreign securities, although ownership of ADRs may reduce or eliminate certain risks associated with holding assets in foreign countries, such as the risk of expropriation. EDRs, GDRs and IDRs are receipts similar to ADRs that typically trade in countries other than the United States.
Depositary receipts may be issued as sponsored or unsponsored programs. In sponsored programs, the issuer makes arrangements to have its securities traded as depositary receipts. In unsponsored programs, the issuer may not be directly involved in the program. Although regulatory requirements with respect to sponsored and unsponsored programs are generally similar, the issuers of unsponsored depositary receipts are not obligated to disclose material information in the United States and, therefore, the import of such information may not be reflected in the market value of such securities.
Developing Countries. Although none of the Portfolios invest primarily in securities of issuers in developing countries, many of the Funds may invest in these securities to some degree. Many of the risks described above with respect to investing in foreign issuers are accentuated when the issuers are located in developing countries. Developing countries may be politically and/or economically unstable, and the securities markets in those countries may be less liquid or subject to inadequate government regulation and supervision. Developing countries have often experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, causing the value of investments in companies located in these countries to decline. Securities of issuers in developing countries may be more volatile and, in the case of debt securities, more uncertain as to payment of interest and principal. Investments in developing countries may include securities created through the Brady Plan, under which certain heavily-indebted countries have restructured their bank debt into bonds.
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Currency Fluctuations. Investments in foreign securities may be denominated in foreign currencies. The value of a Portfolios investments denominated in foreign currencies may be affected, favorably or unfavorably, by exchange rates and exchange control regulations. A Portfolios share price may, therefore, also be affected by changes in currency exchange rates. Foreign currency exchange rates generally are determined by the forces of supply and demand in foreign exchange markets, including perceptions of the relative merits of investment in different countries, actual or perceived changes in interest rates or other complex factors. Currency exchange rates also can be affected unpredictably by the intervention or the failure to intervene by U.S. or foreign governments or central banks, or by currency controls or political developments in the U.S. or abroad. In addition, a Portfolio may incur costs in connection with conversions between various currencies.
Foreign Currency Transactions. A Portfolio that invests in securities denominated in foreign currencies will need to engage in foreign currency exchange transactions. Such transactions may occur on a spot basis at the exchange rate prevailing at the time of the transaction. Alternatively, a Portfolio may enter into forward foreign currency exchange contracts. A forward contract involves an obligation to purchase or sell a specified currency at a specified future date at a price set at the time of the contract. A Portfolio may enter into a forward contract to increase exposure to a foreign currency when it wishes to lock in the U.S. dollar price of a security it expects to or is obligated to purchase or sell in the future. This practice may be referred to as transaction hedging. In addition, when a Portfolios Sub-advisor believes that the currency of a particular country may suffer or enjoy a significant movement compared to another currency, the Portfolio may enter into a forward contract to sell or buy the first foreign currency (or a currency that acts as a proxy for such currency). This practice may be referred to as portfolio hedging. In any event, the precise matching of the forward contract amounts and the value of the securities involved generally will not be possible. No Portfolio will enter into a forward contract if it would be obligated to sell an amount of foreign currency in excess of the value of the Funds securities or other assets denominated in or exposed to that currency, or will sell an amount of proxy currency in excess of the value of securities denominated in or exposed to the related currency unless open positions in forwards used for non-hedging purposes are covered by the segregation on the Portfolios records of assets determined to be liquid and marked to market daily. The effect of entering into a forward contract on a Portfolios share price will be similar to selling securities denominated in one currency and purchasing securities denominated in another. Although a forward contract may reduce a Portfolios losses on securities denominated in foreign currency, it may also reduce the potential for gain on the securities if the currencys value moves in a direction not anticipated by the Sub-advisor. In addition, foreign currency hedging may entail significant transaction costs.
Most of the Portfolios, including the Portfolios that invest primarily in equity securities, may invest to some degree in bonds, notes, debentures and other obligations of corporations and governments. Fixed-income securities are generally subject to two kinds of risk: credit risk and market risk. Credit risk relates to the ability of the issuer to meet interest and principal payments as they come due. The ratings given a security by Moodys Investors Service, Inc. (Moodys) and Standard & Poors Corporation (S&P), which are described in detail in the Appendix to the Trusts SAI, provide a generally useful guide as to such credit risk. The lower the rating, the greater the credit risk the rating service perceives to exist with respect to the security. Increasing the amount of Portfolio assets invested in lower-rated securities generally will increase the Portfolios income, but also will increase the credit risk to which the Portfolio is subject. Market risk relates to the fact that the prices of fixed income securities generally will be affected by changes in the level of interest rates in the markets generally. An increase in interest rates will tend to reduce the prices of such securities, while a decline in interest rates will tend to increase their prices. In general, the longer the maturity or duration of a fixed income security, the more its value will fluctuate with changes in interest rates.
Lower-Rated Fixed Income Securities. Lower-rated high-yield bonds (commonly known as junk bonds) are those that are rated lower than the four highest categories by a nationally recognized statistical rating organization (for example, lower than Baa by Moodys or BBB by S&P), or, if not rated, are of equivalent investment quality as determined by the Sub-advisor. Lower-rated bonds are generally considered to be high risk investments as they are subject to greater credit risk than higher-rated bonds. In addition, the market for lower-rated bonds may be thinner and less active than the market for higher-rated bonds, and the prices of lower-rated high-yield bonds may fluctuate more than the prices of higher-rated bonds, particularly in times of market stress. Because the risk of default is higher in lower-rated bonds, a Sub-advisors research and analysis tend to be very important ingredients in the selection of these bonds. In addition, the exercise by an issuer of redemption or call provisions that are common in lower-rated bonds may result in their replacement by lower yielding bonds.
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Bonds rated in the four highest ratings categories are frequently referred to as investment grade. However, bonds rated in the fourth category (Baa or BBB) are considered medium grade and may have speculative characteristics.
Mortgage-backed securities are securities representing interests in pools of mortgage loans on residential or commercial real property and that generally provide for monthly payments of both interest and principal, in effect passing through monthly payments made by the individual borrowers on the mortgage loans (net of fees paid to the issuer or guarantor of the securities). Mortgage-backed securities are frequently issued by U.S. Government agencies or Government-sponsored enterprises, and payments of interest and principal on these securities (but not their market prices) may be guaranteed by the full faith and credit of the U.S. Government or by the agency only, or may be supported by the issuers ability to borrow from the U.S. Treasury. Mortgage-backed securities created by non-governmental issuers may be supported by various forms of insurance or guarantees.
Like other fixed-income securities, the value of a mortgage-backed security will generally decline when interest rates rise. However, when interest rates are declining, their value may not increase as much as other fixed-income securities, because early repayments of principal on the underlying mortgages (arising, for example, from sale of the underlying property, refinancing, or foreclosure) may serve to reduce the remaining life of the security. If a security has been purchased at a premium, the value of the premium would be lost in the event of prepayment. Prepayments on some mortgage-backed securities may necessitate that a Portfolio find other investments, which, because of intervening market changes, will often offer a lower rate of return. In addition, the mortgage securities market may be particularly affected by changes in governmental regulation or tax policies.
Collateralized Mortgage Obligations (CMOs). CMOs are a type of mortgage pass-through security that are typically issued in multiple series with each series having a different maturity. Principal and interest payments from the underlying collateral are first used to pay the principal on the series with the shortest maturity; in turn, the remaining series are paid in order of their maturities. Therefore, depending on the type of CMOs in which a Portfolio invests, the investment may be subject to greater or lesser risk than other types of mortgage-backed securities.
Stripped Mortgage-Backed Securities. Stripped mortgage-backed securities are mortgage pass-through securities that have been divided into interest and principal components. IOs (interest only securities) receive the interest payments on the underlying mortgages while POs (principal only securities) receive the principal payments. The cash flows and yields on IO and PO classes are extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage loans. If the underlying mortgages experience higher than anticipated prepayments, an investor in an IO class of a stripped mortgage-backed security may fail to recoup fully its initial investment, even if the IO class is highly rated or is derived from a security guaranteed by the U.S. Government. Conversely, if the underlying mortgage assets experience slower than anticipated prepayments, the price on a PO class will be affected more severely than would be the case with a traditional mortgage-backed security. Unlike other fixed-income and other mortgage-backed securities, the value of IOs tends to move in the same direction as interest rates.
Asset-backed securities conceptually are similar to mortgage pass-through securities, but they are secured by and payable from payments on assets such as credit card, automobile or trade loans, rather than mortgages. The credit quality of these securities depends primarily upon the quality of the underlying assets and the level of credit support or enhancement provided. In addition, asset-backed securities involve prepayment risks that are similar in nature to those of mortgage pass-through securities.
To the extent permitted by the investment objectives and policies of a Portfolio, a Portfolio may invest in securities and other instruments that are commonly referred to as derivatives. For instance, a Portfolio may purchase and write (sell) call and put options on securities, securities indices and foreign currencies, enter into futures contracts and use options on futures contracts, and enter into swap agreements with respect to foreign currencies, interest rates, and securities indices. In general, derivative instruments are securities or other instruments whose value is derived from or related to the value of some other instrument or asset.
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There are many types of derivatives and many different ways to use them. Some derivatives and derivative strategies involve very little risk, while others can be extremely risky and can lead to losses in excess of the amount invested in the derivative. A Portfolio may use derivatives to hedge against changes in interest rates, foreign currency exchange rates or securities prices, to generate income, as a low cost method of gaining exposure to a particular securities market without investing directly in those securities, or for other reasons.
The use of these strategies involves certain special risks, including the risk that the price movements of derivative instruments will not correspond exactly with those of the investments from which they are derived. In addition, strategies involving derivative instruments that are intended to reduce the risk of loss can also reduce the opportunity for gain. Furthermore, regulatory requirements for a Portfolio to set aside assets to meet its obligations with respect to derivatives may result in a Portfolio being unable to purchase or sell securities when it would otherwise be favorable to do so, or in a Portfolio needing to sell securities at a disadvantageous time. A Portfolio may also be unable to close out its derivatives positions when desired. There is no assurance that a Portfolio will engage in derivative transactions. Certain derivative instruments and some of their risks are described in more detail below.
Options. Most of the Portfolios may purchase or write (sell) call or put options on securities, financial indices or currencies. The purchaser of an option on a security or currency obtains the right to purchase (in the case of a call option) or sell (in the case of a put option) the security or currency at a specified price within a limited period of time. Upon exercise by the purchaser, the writer (seller) of the option has the obligation to buy or sell the underlying security at the exercise price. An option on a securities index is similar to an option on an individual security, except that the value of the option depends on the value of the securities comprising the index, and all settlements are made in cash.
A Portfolio will pay a premium to the party writing the option when it purchases an option. In order for a call option purchased by a Portfolio to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and other transaction costs. Similarly, in order for a put option to be profitable, the market price of the underlying security must decline sufficiently below the exercise price to cover the premium and other transaction costs.
Generally, the Portfolios will write call options only if they are covered ( i.e. , the Portfolio owns the security subject to the option or has the right to acquire it without additional cost or, if additional cash consideration is required, cash or other assets determined to be liquid in such amount are segregated on the Portfolios records). By writing a call option, a Portfolio assumes the risk that it may be required to deliver a security for a price lower than its market value at the time the option is exercised. Effectively, a Portfolio that writes a covered call option gives up the opportunity for gain above the exercise price should the market price of the underlying security increase, but retains the risk of loss should the price of the underlying security decline. A Portfolio will write call options in order to obtain a return from the premiums received and will retain the premiums whether or not the options are exercised, which will help offset a decline in the market value of the underlying securities. A Portfolio that writes a put option likewise receives a premium, but assumes the risk that it may be required to purchase the underlying security at a price in excess of its current market value.
A Portfolio may sell an option that it has previously purchased prior to the purchase or sale of the underlying security. Any such sale would result in a gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the option. A Portfolio may terminate an option it has written by entering into a closing purchase transaction in which it purchases an option of the same series as the option written.
Futures Contracts and Related Options. Each Portfolio (except the AST Neuberger Berman Mid-Cap Growth Portfolio, the AST Neuberger Berman Mid-Cap Value Portfolio, the AST Lord Abbett Bond-Debenture Portfolio and the AST Money Market Portfolio ) may enter into financial futures contracts and related options. The seller of a futures contract agrees to sell the securities or currency called for in the contract and the buyer agrees to buy the securities or currency at a specified price at a specified future time. Financial futures contracts may relate to securities indices, interest rates or foreign currencies. Futures contracts are usually settled through net cash payments rather than through actual delivery of the securities underlying the contract. For instance, in a stock index futures contract, the two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the stock index value when the contract expires and the price specified in the contract. A Portfolio may use futures contracts to hedge against movements in securities prices, interest rates or currency exchange rates, or as an efficient way to gain exposure to these markets.
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An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in the contract at the exercise price at any time during the life of the option. The writer of the option is required upon exercise to assume the opposite position.
Under regulations of the Commodity Futures Trading Commission (CFTC), no Portfolio will:
(i) purchase or sell futures or options on futures contracts or stock indices for purposes other than bona fide hedging transactions (as defined by the CFTC) if as a result the sum of the initial margin deposits and premiums required to establish positions in futures contracts and related options that do not fall within the definition of bona fide hedging transactions would exceed 5% of the fair market value of each Portfolios net assets; and
(ii) enter into any futures contracts if the aggregate amount of that Portfolios commitments under outstanding futures contracts positions would exceed the market value of its total assets.
Risks of Options and Futures Contracts. Options and futures contracts can be highly volatile and their use can reduce a Portfolios performance. Successful use of these strategies requires the ability to predict future movements in securities prices, interest rates, currency exchange rates, and other economic factors. If a Sub-advisor seeks to protect a Portfolio against potential adverse movements in the relevant financial markets using these instruments, and such markets do not move in the predicted direction, the Portfolio could be left in a less favorable position than if such strategies had not been used. A Portfolios potential losses from the use of futures extends beyond its initial investment in such contracts.
Among the other risks inherent in the use of options and futures are (a) the risk of imperfect correlation between the price of options and futures and the prices of the securities or currencies to which they relate, (b) the fact that skills needed to use these strategies are different from those needed to select portfolio securities and (c) the possible need to defer closing out certain positions to avoid adverse tax consequences. With respect to options on stock indices and stock index futures, the risk of imperfect correlation increases the more the holdings of the Portfolio differ from the composition of the relevant index. These instruments may not have a liquid secondary market. Option positions established in the over-the-counter market may be particularly illiquid and may also involve the risk that the other party to the transaction fails to meet its obligations.
CONVERTIBLE SECURITIES AND WARRANTS:
Certain of the Portfolios may invest in convertible securities. Convertible securities are bonds, notes, debentures and preferred stocks that may be converted into or exchanged for shares of common stock. Many convertible securities are rated below investment grade because they fall below ordinary debt securities in order of preference or priority on the issuers balance sheet. Convertible securities generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree. Frequently, convertible securities are callable by the issuer, meaning that the issuer may force conversion before the holder would otherwise choose.
Warrants are options to buy a stated number of shares of common stock at a specified price any time during the life of the warrants. The value of warrants may fluctuate more than the value of the securities underlying the warrants. A warrant will expire without value if the rights under such warrant are not exercised prior to its expiration date.
WHEN-ISSUED, DELAYED-DELIVERY AND FORWARD COMMITMENT TRANSACTIONS:
The Portfolios (other than the AST DeAM Small-Cap Growth Portfolio, the AST Neuberger Berman Mid-Cap Growth Portfolio, the AST Neuberger Berman Mid-Cap Value Portfolio, the AST AllianceBernstein Core Value Portfolio, the AST Cohen & Steers Realty Portfolio, the AST AllianceBernstein Managed Index 500 Portfolio, and the AST AllianceBernstein Growth & Income Portfolio ) may purchase securities on a when-issued, delayed-delivery or forward commitment basis. These transactions generally involve the purchase of a security with payment and delivery due at some time in the future. A Portfolio does not earn interest on such securities until settlement and bears the risk of market value fluctuations in between the purchase and settlement dates. If the seller fails to complete the sale, the Portfolio may lose the opportunity to obtain a favorable price and yield. While the Portfolios will generally engage in such when-issued, delayed-delivery and forward commitment transactions with the intent of actually acquiring the securities, a Portfolio may sometimes sell such a security prior to the settlement date. The AST Money Market Portfolio will not enter into these commitments if they would exceed 15% of the value of the Portfolios total assets less its liabilities other than liabilities created by these commitments.
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Certain Portfolios may also sell securities on a delayed-delivery or forward commitment basis. If the Portfolio does so, it will not participate in future gains or losses on the security. If the other party to such a transaction fails to pay for the securities, the Portfolio could suffer a loss.
ILLIQUID AND RESTRICTED SECURITIES:
Subject to guidelines adopted by the Trustees of the Trust, each Portfolio may invest up to 15% of its net assets in illiquid securities (except for the AST Money Market Portfolio , which is limited to 10% of net assets, and the AST AllianceBernstein Core Value Portfolio and the AST AllianceBernstein Managed Index 500 Portfolio , which is limited to 5% of its net assets). Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, cannot be sold within seven days in the ordinary course of business at approximately the amount at which the Portfolio has valued the investment. Therefore, a Portfolio may find it difficult to sell illiquid securities at the time considered most advantageous by its Sub-advisor and may incur expenses that would not be incurred in the sale of securities that were freely marketable.
Certain securities that would otherwise be considered illiquid because of legal restrictions on resale to the general public may be traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. These Rule 144A securities, and well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act, may be deemed liquid by the Portfolios Sub-advisor under the guidelines adopted by the Trustees of the Trust. However, the liquidity of a Portfolios investments in Rule 144A securities could be impaired if trading does not develop or declines.
Each Portfolio may enter into repurchase agreements. Repurchase agreements are agreements by which a Portfolio purchases a security and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The resale price is in excess of the purchase price and reflects an agreed upon market rate unrelated to the coupon rate on the purchased security. Repurchase agreements must be fully collateralized and can be entered into only with well-established banks and broker-dealers that have been deemed creditworthy by the Sub-advisor. The AST High Yield Portfolio may enter into repurchase agreements collateralized by securities issued by foreign governments. Repurchase transactions are intended to be short-term transactions, usually with the seller repurchasing the securities within seven days. Repurchase agreements that mature in more than seven days are subject to a Portfolios limit on illiquid securities.
A Portfolio that enters into a repurchase agreement may lose money in the event that the other party defaults on its obligation and the Portfolio is delayed or prevented from disposing of the collateral. A Portfolio also might incur a loss if the value of the collateral declines, and it might incur costs in selling the collateral or asserting its legal rights under the agreement. If a defaulting seller filed for bankruptcy or became insolvent, disposition of collateral might be delayed pending court action.
The AST Neuberger Berman Mid-Cap Growth Portfolio will not invest more than 25% of its net assets in repurchase agreements.
REVERSE REPURCHASE AGREEMENTS:
Certain Portfolios (specifically, the AST JPMorgan International Equity Portfolio, AST William Blair International Growth Portfolio, the AST Small-Cap Growth Portfolio, the AST Goldman Sachs Mid-Cap Growth Portfolio, the AST Neuberger Berman Mid-Cap Growth Portfolio, the AST Neuberger Berman Mid-Cap Value Portfolio, the AST Marsico Capital Growth Portfolio, the AST Goldman Sachs Concentrated Growth Portfolio, the AST DeAM Large-Cap Value Portfolio, the AST Lord Abbett Bond-Debenture Portfolio, the AST High Yield Portfolio, AST PIMCO Total Return Bond Portfolio, the AST PIMCO Limited Maturity Bond Portfolio and the AST Money Market Portfolio ) may enter into reverse repurchase agreements. In a reverse repurchase agreement, a Portfolio sells a portfolio instrument and agrees to repurchase it at an agreed upon date and price, which reflects an effective interest rate. It may also be viewed as a borrowing of money by the Portfolio and, like borrowing money, may increase fluctuations in a Portfolios share price. When entering into a reverse repurchase agreement, a Portfolio must set aside on its books cash or other liquid assets in an amount sufficient to meet its repurchase obligation.
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BORROWING:
Each Portfolio may borrow money from banks or broker/dealers. Each Portfolios borrowings are limited so that immediately after such borrowing the value of the Portfolios assets (including borrowings) less its liabilities (not including borrowings) is at least three times the amount of the borrowings. Should a Portfolio, for any reason, have borrowings that do not meet the above test, such Portfolio must reduce such borrowings so as to meet the necessary test within three business days. Certain Portfolios (the AST LSV International Value Portfolio, the AST JPMorgan International Equity Portfolio, the AST Small-Cap Value Portfolio, the AST Neuberger Berman Mid-Cap Growth Portfolio , the AST Neuberger Berman Mid-Cap Value Portfolio , the AST Mid-Cap Value Portfolio , the AST T. Rowe Price Natural Resources Portfolio , the AST Global Allocation Portfolio, the AST T. Rowe Price Asset Allocation Portfolio and the AST Money Market Portfolio ) will not purchase securities when outstanding borrowings are greater than 5% of the Portfolios total assets. If a Portfolio borrows money, its share price may fluctuate more widely until the borrowing is repaid.
Each Portfolio may lend securities with a value of up to 33 1 ¤ 3 % of its total assets to broker-dealers, institutional investors, or others (collectively, a Borrower) for the purpose of realizing additional income. Voting rights on loaned securities typically pass to the borrower, although a Portfolio has the right to terminate a securities loan, usually within three business days, in order to vote on significant matters or for other reasons. All securities loans 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. Any cash collateral received by a Portfolio in connection with such loans normally will be invested in short-term instruments, which may not be immediately liquid under certain circumstances. Any losses resulting from the investment of cash collateral would be borne by the lending Portfolio. The Portfolio could also suffer a loss where the value of the collateral falls below the market value of the borrowed securities, in the event of a Borrowers default. These events could trigger adverse tax consequences to a Portfolio. Lending securities involves certain other risks, including the risk that the Portfolio will be delayed or prevented from recovering the collateral if the borrower fails to timely return a loaned security and the risk that an increase in interest rates may result in unprofitable securities loans made to Borrowers.
Investments of Uninvested Cash. The Trust has made arrangements with certain unaffiliated money market mutual funds so that the Sub-advisors for the various Portfolios can sweep excess cash balances of the Portfolios to those funds for temporary investment purposes. Under the Investment Company Act of 1940, as amended, a Portfolios investment in such unaffiliated money market mutual funds is limited to (a) 3% of the total voting stock of any one investment company; (b) 5% of a Portfolios total assets with respect to any one investment company; and (c) 10% of a Portfolios total assets in the aggregate. Certain Sub-advisors may invest Portfolio assets in money market funds that they advise or in other investment companies after obtaining appropriate exemptive relief from certain provisions of the Act. Pursuant to an exemptive order issued by the Commission, the Sub-advisors can also sweep excess cash balances of the Portfolios to one or more affiliated money market mutual funds or short-term bond funds for temporary investment purposes, so long as no more than 25% of a Portfolios total assets are invested in shares of an affiliated money market mutual fund or short-term bond fund.
Investments in Other Investment Companies. Investments by the Portfolios in other investment companies will result in an additional layer of fees for Portfolio shareholders. The additional layer of fees is charged to the Portfolios in their capacity as a shareholder in the other investment company. Under the Investment Company Act of 1940, as amended, except for the Asset Allocation Portfolios, Portfolios investment in other investment companies is limited to (a) 3% of the total voting stock of any one investment company; (b) 5% of the Portfolios total assets with respect to any one investment company; and (c) 10% of the Portfolios total assets in the aggregate.
Fund of Funds Structure. The AST Global Allocation Portfolio, the AST Aggressive Asset Allocation Portfolio, the AST Capital Growth Asset Allocation Portfolio, the AST Balanced Asset Allocation Portfolio, the AST Conservative Asset Allocation Portfolio, and the AST Preservation Asset Allocation Portfolio (collectively, the Asset Allocation Portfolios) are funds of funds. That means that each Asset Allocation Portfolio invests primarily in one or more Portfolios of the Trust (collectively, the Underlying Portfolios) in accordance with its own asset allocation strategy.
The Underlying Portfolio shares in which the Asset Allocation Portfolios invest have risks, and the value of those shares will fluctuate. As a result, the performance of each Asset Allocation Portfolio depends on how its assets are allocated
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and reallocated among the Underlying Portfolios. A principal risk of investing in each Asset Allocation Portfolio is that the Investment Managers will make less than optimal decisions regarding allocation of assets in the Underlying Portfolios. Because each of the Asset Allocation Portfolios generally invests all of its assets in Underlying Portfolios, the risks associated with each Asset Allocation Portfolio are closely related to the risks associated with the securities and other investments held by the applicable Underlying Portfolios. The ability of each Asset Allocation Portfolio to achieve its investment objective will depend on the ability of the Underlying Portfolios to achieve their investment objectives.
ETFs are a type of investment company bought and sold on a securities exchange. An ETF represents a fixed portfolio of securities designed to track a particular market index. Consistent with their respective investment objectives and when otherwise permissible, the various portfolios could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile. ETFs have management fees which increase their costs. The AST Advanced Strategies Portfolio emphasizes investments in ETFs.
The AST Federated Aggressive Growth Portfolio , the AST Cohen & Steers Realty Portfolio , the AST Small-Cap Value Portfolio , the AST PIMCO Total Return Bond Portfolio and the AST PIMCO Limited Maturity Bond Portfolio may engage in short sales. In addition, PIMCO may engage in short sales in connection with the assets of the AST Advanced Strategies Portfolio and the AST High Yield Portfolio directly managed by PIMCO. In a short sale, the Portfolio sells a security it does not own in anticipation of a decline in the market value of that security. To complete the transaction, the Portfolio will borrow the security to make delivery to the buyer. The Portfolio is then obligated to replace the security it borrowed by purchasing it at the market price at the time of replacement. The price at that time may be more or less than the price at which the Portfolio sold it. Until the security is replaced, the Portfolio is required to pay to the lender any interest that accrues during the period of the loan. To borrow the security, the Portfolio may be required to pay a fee that would increase the cost of the security sold.
Until the Portfolio replaces a borrowed security used in a short sale, it will segregate or earmark liquid assets in a segregated account equal to the current market value of the security sold short or otherwise cover the short position. No more than 25% of the net assets of the AST Federated Aggressive Growth Portfolio, the AST Cohen & Steers Realty Portfolio, or the AST Small-Cap Value Portfolio, and no more than 33 1 ¤ 3 % of the net assets of the AST PIMCO Total Return Bond Portfolio and the AST PIMCO Limited Maturity Bond Portfolio, will be segregated or earmarked in connection with short sales. In addition, no more than 33 1 ¤ 3 % of the net assets of the AST Advanced Strategies Portfolio or the AST High Yield Portfolio that are directly managed by PIMCO will be segregated or earmarked in connection with short sales. See the SAI for more detailed information.
The Portfolio incurs a loss in a short sale if the price of the security increases between the date of the short sale and the date the Portfolio replaces the borrowed security. On the other hand, the Portfolio will realize gain if the securitys price decreases between the date of the short sale and the date the security is replaced.
SHORT SALES AGAINST THE BOX:
The AST JPMorgan International Equity Portfolio, the AST William Blair International Growth Portfolio, the AST Small-Cap Growth Portfolio, the AST Goldman Sachs Small-Cap Value Portfolio, the AST Goldman Sachs Mid-Cap Growth Portfolio, the AST Goldman Sachs Concentrated Growth Portfolio, the AST DeAM Large-Cap Value Portfolio, the AST American Century Income & Growth Portfolio, the AST Mid-Cap Value Portfolio, the AST Large-Cap Value Portfolio, the AST Global Allocation Portfolio, the AST American Century Strategic Balanced Portfolio, the AST Advanced Strategies Portfolio , the AST High Yield Portfolio, the AST PIMCO Total Return Bond Portfolio, the AST PIMCO Limited Maturity Bond Portfolio and the AST Federated Aggressive Growth Portfolio make short sales against the box. A short sale against the box involves selling a security that the Portfolio owns, or has the right to obtain without additional costs, for delivery at a specified date in the future. A Portfolio may make a short sale against the box to hedge against anticipated declines in the market price of a portfolio security. If the value of the security sold short increases instead, the Portfolio loses the opportunity to participate in the gain.
139
Certain Portfolios may participate in the initial public offering (IPO) market, and a portion of a Portfolios returns may be attributable to Portfolio investments in IPOs. There is no guarantee that as a Portfolios assets grow it will be able to experience significant improvement in performance by investing in IPOs. A Portfolios purchase of shares issued as part of, or a short period after, companies IPOs, exposes it to the risks associated with companies that have little operating history as public companies, as well as to the risks inherent in those sectors of the market where these new issuers operate. The market for IPO issuers has been volatile, and share prices of newly-public companies have fluctuated in significant amounts over short periods of time.
DISCLOSURE OF PORTFOLIO HOLDINGS:
A description of the Trusts policies and procedures with respect to the disclosure of each Portfolios portfolio securities is described in the Trusts SAI and on the Trusts website at www.americanskandia.prudential.com.
The financial highlights that follow will help you evaluate the financial performance of each Portfolio presented in this Prospectus. The total return in each chart represents the rate that a shareholder earned on an investment in that share class of the Portfolio, assuming reinvestment of all dividends and other distributions. The charts do not reflect any charges under any variable contract. Because Contract Charges are not included, the actual return that you will receive will be lower than the total return.
The financial highlights for the years ended December 31, 2005 and December 31, 2004 were part of the financial statements audited by KPMG LLP, the Funds independent registered public accounting firm, whose reports on these financial statements were unqualified. The financial highlights for the periods presented through December 31, 2003 were part of financial statements audited by another independent registered public accounting firm, whose opinions were unqualified. The reports of KPMG LLP for the years ended December 31, 2005 and December 31, 2004 are included in each Portfolios Annual Report to shareholders for the year in question, which reports are available upon request.
Because the AST Advanced Strategies Portfolio had not commenced operations as of the fiscal year ended December 31, 2005, no financial highlights data is provided.
140
AMERICAN SKANDIA
TRUST
Financial Highlights
|
|
AST JPMorgan International Equity |
|
|||||||||||||
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, |
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
18.31 |
|
$ |
15.81 |
|
$ |
12.22 |
|
$ |
15.07 |
|
$ |
22.03 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.24 |
|
0.22 |
|
0.14 |
|
0.10 |
|
0.08 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
1.75 |
|
2.46 |
|
3.56 |
|
(2.87 |
) |
(4.75 |
) |
|||||
Total from investment operations |
|
1.99 |
|
2.68 |
|
3.70 |
|
(2.77 |
) |
(4.67 |
) |
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.20 |
) |
(0.18 |
) |
(0.11 |
) |
(0.08 |
) |
(0.03 |
) |
|||||
Dividends from net realized gains |
|
|
|
|
|
|
|
|
|
(2.26 |
) |
|||||
Total dividends and distributions |
|
(0.20 |
) |
(0.18 |
) |
(0.11 |
) |
(0.08 |
) |
(2.29 |
) |
|||||
Net Asset Value, end of year |
|
$ |
20.10 |
|
$ |
18.31 |
|
$ |
15.81 |
|
$ |
12.22 |
|
$ |
15.07 |
|
Total Investment Return(a) |
|
11.01 |
% |
17.11 |
% |
30.60 |
% |
(18.42 |
)% |
(22.75 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
469.4 |
|
$ |
379.6 |
|
$ |
339.0 |
|
$ |
316.2 |
|
$ |
444.3 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
1.07 |
% |
1.13 |
%(b) |
1.14 |
%(b) |
1.21 |
%(b) |
1.09 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
1.07 |
% |
1.13 |
%(b) |
1.14 |
%(b) |
1.21 |
%(b) |
1.14 |
%(b) |
|||||
Net investment income |
|
1.41 |
% |
1.34 |
% |
1.02 |
% |
0.84 |
% |
0.45 |
% |
|||||
Portfolio turnover rate |
|
7 |
% |
91 |
% |
50 |
% |
50 |
% |
162 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST William Blair International Growth |
|
|||||||||||||
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, |
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
12.01 |
|
$ |
10.44 |
|
$ |
7.46 |
|
$ |
10.39 |
|
$ |
18.72 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) |
|
0.07 |
|
0.06 |
|
(0.06 |
) |
0.11 |
|
0.12 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
1.90 |
|
1.62 |
|
3.04 |
|
(2.71 |
) |
(3.73 |
) |
|||||
Total from investment operations |
|
1.97 |
|
1.68 |
|
2.98 |
|
(2.60 |
) |
(3.61 |
) |
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.13 |
) |
(0.11 |
) |
|
|
(0.33 |
) |
(0.82 |
) |
|||||
Dividends from net realized gains |
|
|
|
|
|
|
|
|
|
(3.90 |
) |
|||||
Total dividends and distributions |
|
(0.13 |
) |
(0.11 |
) |
|
|
(0.33 |
) |
(4.72 |
) |
|||||
Net Asset Value, end of year |
|
$ |
13.85 |
|
$ |
12.01 |
|
$ |
10.44 |
|
$ |
7.46 |
|
$ |
10.39 |
|
Total Investment Return(a) |
|
16.56 |
% |
16.15 |
% |
39.95 |
% |
(25.67 |
)% |
(23.55 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
1,811.2 |
|
$ |
1,342.9 |
|
$ |
641.5 |
|
$ |
318.8 |
|
$ |
587.4 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waivers |
|
1.08 |
% |
1.15 |
%(b) |
1.24 |
%(b) |
1.32 |
%(b) |
1.24 |
%(b) |
|||||
Expenses Before Advisory Fee Waivers |
|
1.18 |
% |
1.26 |
%(b) |
1.34 |
%(b) |
1.32 |
%(b) |
1.24 |
%(b) |
|||||
Net investment income |
|
0.48 |
% |
0.31 |
% |
0.46 |
% |
0.41 |
% |
0.64 |
% |
|||||
Portfolio turnover rate |
|
82 |
% |
94 |
% |
88 |
% |
94 |
% |
74 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc.Distribution Plan. The Distribution Plan under the Portfolios Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 1
|
|
AST LSV International Value |
|
|||||||||||||
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, |
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
13.31 |
|
$ |
11.15 |
|
$ |
8.38 |
|
$ |
10.10 |
|
$ |
14.91 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) |
|
0.23 |
|
0.13 |
|
0.11 |
|
0.06 |
|
(0.01 |
) |
|||||
Net realized and unrealized gain (loss) on investments |
|
1.57 |
|
2.19 |
|
2.71 |
|
(1.78 |
) |
(4.80 |
) |
|||||
Total from investment operations |
|
1.80 |
|
2.32 |
|
2.82 |
|
(1.72 |
) |
(4.81 |
) |
|||||
Less Dividends and Distributions From Net Investment Income: |
|
(0.19 |
) |
(0.16 |
) |
(0.05 |
) |
|
|
|
|
|||||
Net Asset Value, end of year |
|
$ |
14.92 |
|
$ |
13.31 |
|
$ |
11.15 |
|
$ |
8.38 |
|
$ |
10.10 |
|
Total Investment Return(a) |
|
13.71 |
% |
21.04 |
% |
33.91 |
% |
(17.03 |
)% |
(32.21 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
258.6 |
|
$ |
193.7 |
|
$ |
172.1 |
|
$ |
129.0 |
|
$ |
155.0 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses
After Advisory Fee Waiver and Expense
|
|
1.13 |
% |
1.22 |
%(b) |
1.12 |
%(b) |
1.34 |
%(b) |
1.66 |
%(b) |
|||||
Expenses
Before Advisory Fee Waiver and Expense
|
|
1.26 |
% |
1.37 |
%(b) |
1.27 |
%(b) |
1.44 |
%(b) |
1.60 |
%(b) |
|||||
Net investment income (loss) |
|
2.11 |
% |
1.08 |
% |
1.22 |
% |
0.59 |
% |
(0.07 |
)% |
|||||
Portfolio turnover rate |
|
30 |
% |
242 |
% |
138 |
% |
354 |
% |
712 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST MFS Global Equity |
|
|||||||||||||
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, |
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
12.11 |
|
$ |
10.25 |
|
$ |
8.08 |
|
$ |
9.21 |
|
$ |
10.23 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.08 |
|
0.04 |
|
0.02 |
|
0.02 |
|
|
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.82 |
|
1.84 |
|
2.17 |
|
(1.15 |
) |
(1.02 |
) |
|||||
Total from investment operations |
|
0.90 |
|
1.88 |
|
2.19 |
|
(1.13 |
) |
(1.02 |
) |
|||||
Less Dividends and Distributions From Net Investment Income: |
|
(0.03 |
) |
(0.02 |
) |
(0.02 |
) |
|
|
|
|
|||||
Net Asset Value, end of year |
|
$ |
12.98 |
|
$ |
12.11 |
|
$ |
10.25 |
|
$ |
8.08 |
|
$ |
9.21 |
|
Total Investment Return(a) |
|
7.57 |
% |
18.39 |
% |
27.14 |
% |
(12.26 |
)% |
(9.97 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
152.7 |
|
$ |
166.3 |
|
$ |
102.9 |
|
$ |
60.2 |
|
$ |
55.9 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses
After Advisory Fee Waiver and Expense
|
|
1.26 |
% |
1.35 |
%(b) |
1.40 |
%(b) |
1.41 |
%(b) |
1.50 |
%(b) |
|||||
Expenses
Before Advisory Fee Waiver and Expense
|
|
1.26 |
% |
1.35 |
%(b) |
1.40 |
%(b) |
1.41 |
%(b) |
1.40 |
%(b) |
|||||
Net investment income |
|
0.58 |
% |
0.41 |
% |
0.32 |
% |
0.25 |
% |
0.02 |
% |
|||||
Portfolio turnover rate |
|
49 |
% |
48 |
% |
54 |
% |
74 |
% |
89 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 2
|
|
AST Small-Cap Growth |
|
|||||||||||||
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, |
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
14.07 |
|
$ |
15.12 |
|
$ |
10.41 |
|
$ |
15.87 |
|
$ |
20.30 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment loss |
|
(0.08 |
) |
(0.14 |
) |
(0.09 |
) |
(0.13 |
) |
(0.07 |
) |
|||||
Net realized and unrealized gain (loss) on investments |
|
0.29 |
|
(0.91 |
) |
4.80 |
|
(5.33 |
) |
(1.27 |
) |
|||||
Total from investment operations |
|
0.21 |
|
(1.05 |
) |
4.71 |
|
(5.46 |
) |
(1.34 |
) |
|||||
Less Dividends and Distributions From Net Realized Gains: |
|
|
|
|
|
|
|
|
|
(3.09 |
) |
|||||
Net Asset Value, end of year |
|
$ |
14.28 |
|
$ |
14.07 |
|
$ |
15.12 |
|
$ |
10.41 |
|
$ |
15.87 |
|
Total Investment Return(a) |
|
1.49 |
% |
(6.94 |
)% |
45.24 |
% |
(34.41 |
)% |
(6.47 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
187.5 |
|
$ |
226.1 |
|
$ |
338.2 |
|
$ |
254.0 |
|
$ |
494.9 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses
After Advisory Fee Waiver and Expense
|
|
1.07 |
% |
1.16 |
%(b) |
1.20 |
%(b) |
1.23 |
%(b) |
1.16 |
%(b) |
|||||
Expenses
Before Advisory Fee Waiver and Expense
|
|
1.15 |
% |
1.16 |
%(b) |
1.20 |
%(b) |
1.23 |
%(b) |
1.16 |
%(b) |
|||||
Net investment loss |
|
(0.53 |
)% |
(0.87 |
)% |
(0.65 |
)% |
(0.74 |
)% |
(0.51 |
)% |
|||||
Portfolio turnover rate |
|
113 |
% |
237 |
% |
107 |
% |
123 |
% |
136 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST DeAM Small-Cap Growth |
|
|||||||||||||
|
|
Year Ended |
|
|||||||||||||
|
|
December 31, |
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
8.35 |
|
$ |
7.63 |
|
$ |
5.17 |
|
$ |
7.03 |
|
$ |
11.72 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment loss |
|
(0.06 |
) |
(0.06 |
) |
(0.01 |
) |
(0.01 |
) |
(0.05 |
) |
|||||
Net realized and unrealized gain (loss) on investments |
|
0.09 |
|
0.78 |
|
2.47 |
|
(1.85 |
) |
(2.95 |
) |
|||||
Total from investment operations |
|
0.03 |
|
0.72 |
|
2.46 |
|
(1.86 |
) |
(3.00 |
) |
|||||
Less Dividends and Distributions From Net Realized Gains: |
|
|
|
|
|
|
|
|
|
(1.69 |
) |
|||||
Net Asset Value, end of year |
|
$ |
8.38 |
|
$ |
8.35 |
|
$ |
7.63 |
|
$ |
5.17 |
|
$ |
7.03 |
|
Total Investment Return(a) |
|
0.36 |
% |
9.44 |
% |
47.58 |
% |
(26.46 |
)% |
(28.43 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
256.9 |
|
$ |
340.8 |
|
$ |
403.4 |
|
$ |
293.3 |
|
$ |
537.3 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waivers |
|
1.07 |
% |
1.02 |
%(b) |
1.02 |
%(b) |
1.00 |
%(b) |
1.16 |
%(b) |
|||||
Expenses Before Advisory Fee Waivers |
|
1.15 |
% |
1.17 |
%(b) |
1.17 |
%(b) |
1.15 |
%(b) |
1.17 |
%(b) |
|||||
Net investment loss |
|
(0.62 |
)% |
(0.66 |
)% |
(0.19 |
)% |
(0.12 |
)% |
(0.64 |
)% |
|||||
Portfolio turnover rate |
|
150 |
% |
145 |
% |
185 |
% |
132 |
% |
196 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 3
|
|
AST Federated Aggressive Growth |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
10.41 |
|
$ |
8.61 |
|
$ |
5.09 |
|
$ |
7.22 |
|
$ |
9.10 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment loss |
|
(0.04 |
) |
(0.07 |
) |
(0.05 |
) |
(0.04 |
) |
(0.03 |
) |
|||||
Net realized and unrealized gain (loss) on investments |
|
0.90 |
|
2.03 |
|
3.57 |
|
(2.05 |
) |
(1.85 |
) |
|||||
Total from investment operations |
|
0.86 |
|
1.96 |
|
3.52 |
|
(2.09 |
) |
(1.88 |
) |
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
|
|
|
|
|
|
|
|
|
(c) |
|||||
Dividends from net realized gains |
|
(0.81 |
) |
(0.16 |
) |
|
|
(0.04 |
) |
|
|
|||||
Total dividends and distributions |
|
(0.81 |
) |
(0.16 |
) |
|
|
(0.04 |
) |
|
(c) |
|||||
Net Asset Value, end of year |
|
$ |
10.46 |
|
$ |
10.41 |
|
$ |
8.61 |
|
$ |
5.09 |
|
$ |
7.22 |
|
Total Investment Return(a) |
|
9.44 |
% |
23.07 |
% |
69.16 |
% |
(29.19 |
)% |
(20.61 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
554.0 |
|
$ |
347.7 |
|
$ |
187.6 |
|
$ |
39.1 |
|
$ |
49.5 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
1.12 |
% |
1.19 |
%(b) |
1.22 |
%(b) |
1.35 |
%(b) |
1.35 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
1.12 |
% |
1.19 |
%(b) |
1.22 |
%(b) |
1.38 |
%(b) |
1.78 |
%(b) |
|||||
Net investment loss |
|
(0.66 |
)% |
(0.88 |
)% |
(0.99 |
)% |
(1.02 |
)% |
(0.84 |
)% |
|||||
Portfolio turnover rate |
|
39 |
% |
81 |
% |
96 |
% |
250 |
% |
244 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
(c) Less than $0.005 per share.
|
|
AST Goldman Sachs Small-Cap Value |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
21.45 |
|
$ |
18.12 |
|
$ |
12.96 |
|
$ |
15.55 |
|
$ |
14.55 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.09 |
|
0.11 |
|
0.08 |
|
0.11 |
|
0.08 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.64 |
|
3.50 |
|
5.19 |
|
(1.21 |
) |
1.34 |
|
|||||
Total from investment operations |
|
0.73 |
|
3.61 |
|
5.27 |
|
(1.10 |
) |
1.42 |
|
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.07 |
) |
(0.04 |
) |
(0.11 |
) |
(0.06 |
) |
|
|
|||||
Dividends from net realized gains |
|
(3.58 |
) |
(0.24 |
) |
|
|
(1.43 |
) |
(0.42 |
) |
|||||
Total dividends and distributions |
|
(3.65 |
) |
(0.28 |
) |
(0.11 |
) |
(1.49 |
) |
(0.42 |
) |
|||||
Net Asset Value, end of year |
|
$ |
18.53 |
|
$ |
21.45 |
|
$ |
18.12 |
|
$ |
12.96 |
|
$ |
15.55 |
|
Total Investment Return(a) |
|
4.98 |
% |
20.18 |
% |
41.08 |
% |
(7.93 |
)% |
9.91 |
% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
258.8 |
|
$ |
323.1 |
|
$ |
343.4 |
|
$ |
315.1 |
|
$ |
432.5 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
1.17 |
% |
1.22 |
%(b) |
1.26 |
%(b) |
1.27 |
%(b) |
1.18 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
1.17 |
% |
1.22 |
%(b) |
1.26 |
%(b) |
1.27 |
%(b) |
1.18 |
%(b) |
|||||
Net investment income |
|
0.45 |
% |
0.48 |
% |
0.40 |
% |
0.62 |
% |
0.69 |
% |
|||||
Portfolio turnover rate |
|
48 |
% |
61 |
% |
67 |
% |
129 |
% |
159 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 4
|
|
AST Small-Cap Value |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
18.28 |
|
$ |
15.70 |
|
$ |
11.59 |
|
$ |
13.07 |
|
$ |
13.02 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.09 |
|
0.02 |
|
0.01 |
|
0.03 |
|
0.04 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.71 |
|
2.56 |
|
4.13 |
|
(1.23 |
) |
0.84 |
|
|||||
Total from investment operations |
|
0.80 |
|
2.58 |
|
4.14 |
|
(1.20 |
) |
0.88 |
|
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.01 |
) |
|
(c) |
(0.03 |
) |
(0.06 |
) |
(0.07 |
) |
|||||
Dividends from net realized gains |
|
(4.03 |
) |
|
|
|
|
(0.22 |
) |
(0.76 |
) |
|||||
Total dividends and distributions |
|
(4.04 |
) |
|
(c) |
(0.03 |
) |
(0 .28 |
) |
(0.83 |
) |
|||||
Net Asset Value, end of year |
|
$ |
15.04 |
|
$ |
18.28 |
|
$ |
15.70 |
|
$ |
11.59 |
|
$ |
13.07 |
|
Total Investment Return(a) |
|
6.64 |
% |
16.44 |
% |
35.78 |
% |
(9.38 |
)% |
6.98 |
% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
1,067.8 |
|
$ |
922.1 |
|
$ |
774.4 |
|
$ |
501.1 |
|
$ |
538.5 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
1.07 |
% |
1.08 |
%(b) |
1.10 |
%(b) |
1.10 |
%(b) |
1.08 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
1.07 |
% |
1.08 |
%(b) |
1.10 |
%(b) |
1.10 |
%(b) |
1.08 |
%(b) |
|||||
Net investment income |
|
0.64 |
% |
0.15 |
% |
0.04 |
% |
0.20 |
% |
0.54 |
% |
|||||
Portfolio turnover rate |
|
59 |
% |
124 |
% |
26 |
% |
24 |
% |
59 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
(c) Less than $0.005 per share.
|
|
AST DeAM Small-Cap Value |
|
||||||||||||
|
|
Year Ended
|
|
May 1, 2002(e)
|
|
||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
||||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
||||
Net Asset Value, beginning of year |
|
$ |
12.85 |
|
$ |
11.10 |
|
$ |
7.75 |
|
|
$ |
10.00 |
|
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment income |
|
0.06 |
|
0.03 |
|
0.03 |
|
|
0.02 |
|
|
||||
Net realized and unrealized gain (loss) on investments |
|
0.06 |
|
2.31 |
|
3.33 |
|
|
(2.27 |
) |
|
||||
Total from investment operations |
|
0.12 |
|
2.34 |
|
3.36 |
|
|
(2.25 |
) |
|
||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
||||
Dividends from net investment income |
|
(0.02 |
) |
(0.02 |
) |
(0.01 |
) |
|
|
|
|
||||
Dividends from net realized gains |
|
(1.00 |
) |
(0.57 |
) |
|
|
|
|
|
|
||||
Total dividends and distributions |
|
(1.02 |
) |
(0.59 |
) |
(0.01 |
) |
|
|
|
|
||||
Net Asset Value, end of year |
|
$ |
11.95 |
|
$ |
12.85 |
|
$ |
11.10 |
|
|
$ |
7.75 |
|
|
Total Investment Return(a) |
|
1.19 |
% |
22.11 |
% |
43.46 |
% |
|
(22.50 |
)%(d) |
|
||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
||||
Net assets, end of year (in millions) |
|
$ |
108.6 |
|
$ |
111.8 |
|
$ |
52.0 |
|
|
$ |
13.4 |
|
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses After Advisory Fee Waiver and Expense
|
|
1.05 |
% |
1.13 |
%(b) |
1.15 |
%(b) |
|
1.15 |
%(b)(c) |
|
||||
Expenses Before Advisory Fee Waiver and Expense
|
|
1.19 |
% |
1.28 |
%(b) |
1.36 |
%(b) |
|
1.48 |
%(b)(c) |
|
||||
Net investment income |
|
0.50 |
% |
0.47 |
% |
0.62 |
% |
|
0.43 |
%(c) |
|
||||
Portfolio turnover rate |
|
226 |
% |
215 |
% |
193 |
% |
|
122 |
%(d) |
|
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
(c) Annualized.
(d) Not annualized.
(e) Commencement of operations.
F- 5
|
|
AST Goldman Sachs Mid-Cap Growth |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
4.41 |
|
$ |
3.79 |
|
$ |
2.88 |
|
$ |
3.97 |
|
$ |
6.64 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment loss |
|
(0.02 |
) |
(0.02 |
) |
(0.01 |
) |
(0.02 |
) |
(0.03 |
) |
|||||
Net realized and unrealized gain (loss) on investments |
|
0.23 |
|
0.64 |
|
0.92 |
|
(1.07 |
) |
(2.64 |
) |
|||||
Total from investment operations |
|
0.21 |
|
0.62 |
|
0.91 |
|
(1.09 |
) |
(2.67 |
) |
|||||
Less Dividends and Distributions From Net Investment Income: |
|
|
|
|
|
|
|
|
|
|
(c) |
|||||
Net Asset Value, end of year |
|
$ |
4.62 |
|
$ |
4.41 |
|
$ |
3.79 |
|
$ |
2.88 |
|
$ |
3.97 |
|
Total Investment Return(a) |
|
4.76 |
% |
16.36 |
% |
31.60 |
% |
(27.46 |
)% |
(40.17 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
394.8 |
|
$ |
276.7 |
|
$ |
160.5 |
|
$ |
61.4 |
|
$ |
71.0 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waivers |
|
1.12 |
% |
1.20 |
%(b) |
1.31 |
%(b) |
1.31 |
%(b) |
1.34 |
%(b) |
|||||
Expenses Before Advisory Fee Waivers |
|
1.18 |
% |
1.32 |
%(b) |
1.41 |
%(b) |
1.33 |
%(b) |
1.34 |
%(b) |
|||||
Net investment loss |
|
(0.62 |
)% |
(0.48 |
)% |
(0.54 |
)% |
(0.65 |
)% |
(0.63 |
)% |
|||||
Portfolio turnover rate |
|
71 |
% |
54 |
% |
59 |
% |
162 |
% |
203 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
(c) Less than $0.005 per share.
|
|
AST Neuberger Berman Mid-Cap Growth |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
14.23 |
|
$ |
12.26 |
|
$ |
9.39 |
|
$ |
13.65 |
|
$ |
21.63 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment loss |
|
(0.05 |
) |
(0.09 |
) |
(0.09 |
) |
(0.13 |
) |
(0.06 |
) |
|||||
Net realized and unrealized gain (loss) on investments |
|
1.97 |
|
2.06 |
|
2.96 |
|
(4.13 |
) |
(5.02 |
) |
|||||
Total from investment operations |
|
1.92 |
|
1.97 |
|
2.87 |
|
(4.26 |
) |
(5.08 |
) |
|||||
Less Dividends and Distributions From Net Realized Gains: |
|
|
|
|
|
|
|
|
|
(2.90 |
) |
|||||
Net Asset Value, end of year |
|
$ |
16.15 |
|
$ |
14.23 |
|
$ |
12.26 |
|
$ |
9.39 |
|
$ |
13.65 |
|
Total Investment Return(a) |
|
13.49 |
% |
16.07 |
% |
30.56 |
% |
(31.21 |
)% |
(25.79 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
718.1 |
|
$ |
400.6 |
|
$ |
360.0 |
|
$ |
287.5 |
|
$ |
518.6 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense Reimbursement |
|
1.04 |
% |
1.15 |
%(b) |
1.17 |
%(b) |
1.16 |
%(b) |
1.12 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense Reimbursement |
|
1.08 |
% |
1.16 |
%(b) |
1.17 |
%(b) |
1.16 |
%(b) |
1.12 |
%(b) |
|||||
Net investment loss |
|
(0.58 |
)% |
(0.71 |
)% |
(0.83 |
)% |
(0.84 |
)% |
(0.60 |
)% |
|||||
Portfolio turnover rate |
|
105 |
% |
90 |
% |
150 |
% |
104 |
% |
117 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 6
Financial Highlights
|
|
AST Neuberger Berman Mid-Cap Value |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
21.30 |
|
$ |
17.80 |
|
$ |
13.09 |
|
$ |
15.41 |
|
$ |
16.85 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.10 |
|
0.03 |
|
0.02 |
|
0.03 |
|
0.08 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
2.08 |
|
3.94 |
|
4.72 |
|
(1.56 |
) |
(0.60 |
) |
|||||
Total from investment operations |
|
2.18 |
|
3.97 |
|
4.74 |
|
(1.53 |
) |
(0.52 |
) |
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.03 |
) |
(0.02 |
) |
(0.03 |
) |
(0.08 |
) |
(0.02 |
) |
|||||
Dividends from net realized gains |
|
(3.00 |
) |
(0.45 |
) |
|
|
(0.71 |
) |
(0.90 |
) |
|||||
Total dividends and distributions |
|
(3.03 |
) |
(0.47 |
) |
(0.03 |
) |
(0.79 |
) |
(0.92 |
) |
|||||
Net Asset Value, end of year |
|
$ |
20.45 |
|
$ |
21.30 |
|
$ |
17.80 |
|
$ |
13.09 |
|
$ |
15.41 |
|
Total Investment Return(a) . |
|
12.05 |
% |
22.84 |
% |
36.32 |
% |
(10.56 |
)% |
(3.03 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
1,479.0 |
|
$ |
1,309.8 |
|
$ |
1,027.4 |
|
$ |
761.0 |
|
$ |
1,003.0 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
1.01 |
% |
1.09 |
%(b) |
1.15 |
%(b) |
1.16 |
%(b) |
1.22 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
1.03 |
% |
1.10 |
%(b) |
1.15 |
%(b) |
1.16 |
%(b) |
1.22 |
%(b) |
|||||
Net investment income |
|
0.52 |
% |
0.17 |
% |
0.15 |
% |
0.20 |
% |
0.55 |
% |
|||||
Portfolio turnover rate |
|
103 |
% |
68 |
% |
70 |
% |
92 |
% |
221 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges.Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST Mid-Cap Value |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
12.03 |
|
$ |
10.46 |
|
$ |
7.77 |
|
$ |
9.86 |
|
$ |
10.09 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.07 |
|
0.04 |
|
0.04 |
|
0.06 |
|
0.04 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.58 |
|
1.56 |
|
2.72 |
|
(2.09 |
) |
(0.25 |
) |
|||||
Total from investment operations |
|
0.65 |
|
1.60 |
|
2.76 |
|
(2.03 |
) |
(0.21 |
) |
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.05 |
) |
(0.03 |
) |
(0.07 |
) |
(0.06 |
) |
(0.01 |
) |
|||||
Dividends from net realized gains |
|
|
|
|
|
|
|
|
|
(0.01 |
) |
|||||
Total dividends and distributions |
|
(0.05 |
) |
(0.03 |
) |
(0.07 |
) |
(0.06 |
) |
(0.02 |
) |
|||||
Net Asset Value, end of year |
|
$ |
12.63 |
|
$ |
12.03 |
|
$ |
10.46 |
|
$ |
7.77 |
|
$ |
9.86 |
|
Total Investment Return(a) |
|
5.43 |
% |
15.32 |
% |
35.85 |
% |
(20.71 |
)% |
(2.18 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
161.2 |
|
$ |
195.4 |
|
$ |
181.9 |
|
$ |
113.6 |
|
$ |
158.9 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
1.17 |
% |
1.21 |
%(b) |
1.20 |
%(b) |
1.19 |
%(b) |
1.20 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
1.17 |
% |
1.21 |
%(b) |
1.20 |
%(b) |
1.19 |
%(b) |
1.20 |
%(b) |
|||||
Net investment income |
|
0.45 |
% |
0.40 |
% |
0.41 |
% |
0.63 |
% |
0.89 |
% |
|||||
Portfolio turnover rate |
|
109 |
% |
27 |
% |
30 |
% |
28 |
% |
68 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results..
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 7
Financial Highlights
|
|
AST T. Rowe Price Natural Resources |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
22.63 |
|
$ |
17.45 |
|
$ |
13.56 |
|
$ |
15.12 |
|
$ |
16.50 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.12 |
|
0.10 |
|
0.12 |
|
0.07 |
|
0.15 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
6.58 |
|
5.28 |
|
4.25 |
|
(0.85 |
) |
(0.04 |
) |
|||||
Total from investment operations |
|
6.70 |
|
5.38 |
|
4.37 |
|
(0.78 |
) |
0.11 |
|
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.06 |
) |
(0.20 |
) |
(0.20 |
) |
(0.24 |
) |
(0.20 |
) |
|||||
Dividends from net realized gains |
|
(1.72 |
) |
|
|
(0.28 |
) |
(0.54 |
) |
(1.29 |
) |
|||||
Total dividends and distributions |
|
(1.78 |
) |
(0.20 |
) |
(0.48 |
) |
(0.78 |
) |
(1.49 |
) |
|||||
Net Asset Value, end of year |
|
$ |
27.55 |
|
$ |
22.63 |
|
$ |
17.45 |
|
$ |
13.56 |
|
$ |
15.12 |
|
Total Investment Return(a) |
|
31.40 |
% |
31.19 |
% |
33.52 |
% |
(5.53 |
)% |
0.70 |
% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
418.4 |
|
$ |
238.1 |
|
$ |
170.9 |
|
$ |
122.7 |
|
$ |
135.6 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses
After Advisory Fee Waiver and Expense
|
|
1.08 |
% |
1.17 |
%(b) |
1.17 |
%(b) |
1.16 |
%(b) |
1.08 |
%(b) |
|||||
Expenses
Before Advisory Fee Waiver and Expense
|
|
1.08 |
% |
1.17 |
%(b) |
1.17 |
%(b) |
1.16 |
%(b) |
1.11 |
%(b) |
|||||
Net investment income |
|
0.59 |
% |
0.49 |
% |
0.77 |
% |
0.54 |
% |
0.85 |
% |
|||||
Portfolio turnover rate |
|
47 |
% |
63 |
% |
43 |
% |
56 |
% |
36 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST T. Rowe Price Large-Cap Growth |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
8.83 |
|
$ |
8.35 |
|
$ |
6.75 |
|
$ |
9.78 |
|
$ |
15.15 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment loss |
|
(0.02 |
) |
(0.01 |
) |
(0.01 |
) |
(0.03 |
) |
(0.02 |
) |
|||||
Net realized and unrealized gain (loss) on investments |
|
1.47 |
|
0.49 |
|
1.61 |
|
(3.00 |
) |
(1.93 |
) |
|||||
Total from investment operations |
|
1.45 |
|
0.48 |
|
1.60 |
|
(3.03 |
) |
(1.95 |
) |
|||||
Less Dividends from Net Realized Gains: |
|
|
|
|
|
|
|
|
|
(3.42 |
) |
|||||
Net Asset Value, end of year. |
|
$ |
10.28 |
|
$ |
8.83 |
|
$ |
8.35 |
|
$ |
6.75 |
|
$ |
9.78 |
|
Total Investment Return(a) |
|
16.42 |
% |
5.75 |
% |
23.70 |
% |
(30.98 |
)% |
(14.72 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
337.5 |
|
$ |
258.1 |
|
$ |
237.1 |
|
$ |
240.5 |
|
$ |
453.0 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses
After Advisory Fee Waiver and Expense
|
|
1.06 |
% |
1.14 |
%(b) |
1.16 |
%(b) |
1.13 |
%(b) |
1.13 |
%(b) |
|||||
Expenses
Before Advisory Fee Waiver and Expense
|
|
1.11 |
% |
1.17 |
%(b) |
1.16 |
%(b) |
1.13 |
%(b) |
1.13 |
%(b) |
|||||
Net investment loss |
|
(0.32 |
)% |
(0.07 |
)% |
(0.14 |
)% |
(0.31 |
)% |
(0.22 |
)% |
|||||
Portfolio turnover rate |
|
165 |
% |
95 |
% |
63 |
% |
59 |
% |
106 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 8
Financial Highlights
|
|
AST MFS Growth |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
8.08 |
|
$ |
7.30 |
|
$ |
5.94 |
|
$ |
8.27 |
|
$ |
10.56 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment loss |
|
|
|
|
|
(0.01 |
) |
(0.02 |
) |
(0.01 |
) |
|||||
Net realized and unrealized gain (loss) on investments |
|
0.51 |
|
0.78 |
|
1.37 |
|
(2.31 |
) |
(2.28 |
) |
|||||
Total from investment operations |
|
0.51 |
|
0.78 |
|
1.36 |
|
(2.33 |
) |
(2.29 |
) |
|||||
Less Dividends and Distributions From Net Investment Income: |
|
|
(c) |
|
|
|
|
|
|
|
(c) |
|||||
Net Asset Value, end of year |
|
$ |
8.59 |
|
$ |
8.08 |
|
$ |
7.30 |
|
$ |
5.94 |
|
$ |
8.27 |
|
Total Investment Return(a) |
|
6.32 |
% |
10.69 |
% |
22.90 |
% |
(28.17 |
)% |
(21.68 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
557.4 |
|
$ |
534.9 |
|
$ |
593.3 |
|
$ |
526.1 |
|
$ |
974.4 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses
After Advisory Fee Waiver and Expense
|
|
1.05 |
% |
1.08 |
%(b) |
1.25 |
%(b) |
1.18 |
%(b) |
1.11 |
%(b) |
|||||
Expenses
Before Advisory Fee Waiver and Expense
|
|
1.08 |
% |
1.11 |
%(b) |
1.25 |
%(b) |
1.18 |
%(b) |
1.11 |
%(b) |
|||||
Net investment income (loss) |
|
0.00 |
% |
0.01 |
% |
(0.20 |
)% |
(0.28 |
)% |
(0.12 |
)% |
|||||
Portfolio turnover rate |
|
200 |
% |
201 |
% |
262 |
% |
198 |
% |
210 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
(c) Less than $0.005 per share.
|
|
AST Marsico Capital Growth |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
17.86 |
|
$ |
15.44 |
|
$ |
11.72 |
|
$ |
13.88 |
|
$ |
18.10 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) |
|
0.01 |
|
|
(c) |
(0.02) |
|
(0.04 |
) |
(0.04 |
) |
|||||
Net realized and unrealized gain (loss) on investments |
|
1.21 |
|
2.42 |
|
3.74 |
|
(2.12 |
) |
(3.84 |
) |
|||||
Total from investment operations |
|
1.22 |
|
2.42 |
|
3.72 |
|
(2.16 |
) |
(3.88 |
) |
|||||
Less Dividends and Distributions From Net Realized Gains: |
|
|
|
|
|
|
|
|
|
(0.34 |
) |
|||||
Net Asset Value, end of year |
|
$ |
19.08 |
|
$ |
17.86 |
|
$ |
15.44 |
|
$ |
11.72 |
|
$ |
13.88 |
|
Total Investment Return(a) |
|
6.83 |
% |
15.67 |
% |
31.74 |
% |
(15.56 |
)% |
(21.71 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
3,296.1 |
|
$ |
2,295.0 |
|
$ |
1,710.6 |
|
$ |
1,081.1 |
|
$ |
1,252.4 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses
After Advisory Fee Waiver and Expense
|
|
1.00 |
% |
1.05 |
%(b) |
1.10 |
%(b) |
1.09 |
%(b) |
1.06 |
%(b) |
|||||
Expenses
Before Advisory Fee Waiver and Expense
|
|
1.03 |
% |
1.07 |
%(b) |
1.11 |
%(b) |
1.10 |
%(b) |
1.08 |
%(b) |
|||||
Net investment income (loss) |
|
0.07 |
% |
(0.01 |
)% |
(0.21 |
)% |
(0.29 |
)% |
(0.25 |
)% |
|||||
Portfolio turnover rate |
|
66 |
% |
72 |
% |
82 |
% |
109 |
% |
111 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
(c) Less than $0.005 per share.
F- 9
|
|
AST Goldman Sachs Concentrated Growth |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
21.62 |
|
$ |
20.85 |
|
$ |
16.71 |
|
$ |
23.97 |
|
$ |
35.08 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income (loss) |
|
|
(c) |
0.10 |
|
(0.05 |
) |
0.06 |
|
0.13 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.71 |
|
0.67 |
|
4.25 |
|
(7.18 |
) |
(11.24 |
) |
|||||
Total from investment operations |
|
0.71 |
|
0.77 |
|
4.20 |
|
(7.12 |
) |
(11.11 |
) |
|||||
Less Dividends From Net Investment Income: |
|
(0.11 |
) |
|
|
(0.06 |
) |
(0.14 |
) |
|
|
|||||
Net Asset Value, end of year |
|
$ |
22.22 |
|
$ |
21.62 |
|
$ |
20.85 |
|
$ |
16.71 |
|
$ |
23.97 |
|
Total Investment Return(a) |
|
3.32 |
% |
3.69 |
% |
25.25 |
% |
(29.84 |
)% |
(31.67 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
755.1 |
|
$ |
968.8 |
|
$ |
1,151.2 |
|
$ |
1,147.6 |
|
$ |
2,452.7 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
0.97 |
% |
1.04 |
%(b) |
1.06 |
%(b) |
1.06 |
%(b) |
1.04 |
%(b) |
|||||
Expenses
Before Advisory Fee Waiver and Expense
|
|
1.06 |
% |
1.11 |
%(b) |
1.13 |
%(b) |
1.09 |
%(b) |
1.07 |
%(b) |
|||||
Net investment income (loss) |
|
(0.01 |
)% |
0.43 |
% |
(0.26 |
)% |
0.23 |
% |
0.45 |
% |
|||||
Portfolio turnover rate |
|
40 |
% |
18 |
% |
21 |
% |
109 |
% |
46 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
(c) Less than $0.005 per share.
|
|
AST DeAM Large-Cap Value |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
11.54 |
|
$ |
9.85 |
|
$ |
7.85 |
|
$ |
9.30 |
|
$ |
9.85 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.14 |
|
0.11 |
|
0.09 |
|
0.06 |
|
0.01 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.93 |
|
1.67 |
|
1.98 |
|
(1.48 |
) |
(0.55 |
) |
|||||
Total from investment operations |
|
1.07 |
|
1.78 |
|
2.07 |
|
(1.42 |
) |
(0.54 |
) |
|||||
Less Dividends and Distributions From Net Investment Income: |
|
(0.11 |
) |
(0.09 |
) |
(0.07 |
) |
(0.03 |
) |
(0.01 |
) |
|||||
Net Asset Value, end of year |
|
$ |
12.50 |
|
$ |
11.54 |
|
$ |
9.85 |
|
$ |
7.85 |
|
$ |
9.30 |
|
Total Investment Return(a) |
|
9.33 |
% |
18.17 |
% |
26.59 |
% |
(15.30 |
)% |
(5.53 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
174.1 |
|
$ |
191.9 |
|
$ |
133.8 |
|
$ |
110.0 |
|
$ |
45.4 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses
After Advisory Fee Waiver and Expense
|
|
1.01 |
% |
0.99 |
%(b) |
0.99 |
%(b) |
1.07 |
%(b) |
1.35 |
%(b) |
|||||
Expenses
Before Advisory Fee Waiver and Expense
|
|
1.07 |
% |
1.11 |
%(b) |
1.09 |
%(b) |
1.15 |
%(b) |
1.35 |
%(b) |
|||||
Net investment income |
|
1.20 |
% |
1.24 |
% |
1.13 |
% |
0.96 |
% |
0.51 |
% |
|||||
Portfolio turnover rate |
|
233 |
% |
189 |
% |
161 |
% |
202 |
% |
134 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 10
|
|
AST Large-Cap Value |
|
||||||||
|
|
Year Ended
|
|
||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
Net Asset Value, beginning of year |
|
$16.66 |
|
$14.66 |
|
$12.55 |
|
$15.59 |
|
$17.59 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
Net investment income |
|
0.21 |
|
0.18 |
|
0.24 |
|
0.30 |
|
0.34 |
|
Net realized and unrealized gain (loss) on investments |
|
0.85 |
|
2.05 |
|
2.18 |
|
(2.96 |
) |
(1.82 |
) |
Total from investment operations |
|
1.06 |
|
2.23 |
|
2.42 |
|
(2.66 |
) |
(1.48 |
) |
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
Dividends from net investment income |
|
(0.15 |
) |
(0.23 |
) |
(0.31 |
) |
(0.38 |
) |
(0.36 |
) |
Dividends from net realized gains |
|
|
|
|
|
|
|
|
|
(0.16 |
) |
Total dividends and distributions |
|
(0.15 |
) |
(0.23 |
) |
(0.31 |
) |
(0.38 |
) |
(0.52 |
) |
Net Asset Value, end of year |
|
$17.57 |
|
$16.66 |
|
$14.66 |
|
$12.55 |
|
$15.59 |
|
Total Investment Return(a) |
|
6.46 |
% |
15.45 |
% |
19.94 |
% |
(17.49 |
)% |
(8.59 |
)% |
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
Net assets, end of year (in millions) |
|
$785.2 |
|
$636.8 |
|
$640.1 |
|
$660.5 |
|
$1,029.1 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
Expenses After Advisory Fee Waiver and Expense
|
|
0.88 |
% |
0.90 |
%(b) |
0.98 |
%(b) |
0.95 |
%(b) |
0.91 |
%(b) |
Expenses Before Advisory Fee Waiver and Expense
|
|
0.91 |
% |
0.94 |
%(b) |
0.98 |
%(b) |
0.95 |
%(b) |
0.92 |
%(b) |
Net investment income |
|
1.41 |
% |
1.05 |
% |
1.50 |
% |
1.80 |
% |
2.17 |
% |
Portfolio turnover rate |
|
92 |
% |
127 |
% |
100 |
% |
32 |
% |
26 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST AllianceBernstein Core Value |
|
|||||||||||||||
|
|
Year Ended
|
|
May 1, 2001(e)
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of period |
|
$ |
12.25 |
|
$ |
11.17 |
|
$ |
8.77 |
|
$ |
10.14 |
|
|
$ |
10.00 |
|
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.18 |
|
0.12 |
|
0.18 |
|
0.09 |
|
|
0.04 |
|
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.47 |
|
1.38 |
|
2.28 |
|
(1.43 |
) |
|
0.10 |
|
|
|||||
Total from investment operations |
|
0.65 |
|
1.50 |
|
2.46 |
|
(1.34 |
) |
|
0.14 |
|
|
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.15 |
) |
(0.15 |
) |
(0.06 |
) |
(0.03 |
) |
|
|
|
|
|||||
Dividends from net realized gains |
|
(0.30 |
) |
(0.27 |
) |
|
|
|
|
|
|
|
|
|||||
Total dividends and distributions |
|
(0.45 |
) |
(0.42 |
) |
(0.06 |
) |
(0.03 |
) |
|
|
|
|
|||||
Net Asset Value, end of period |
|
$ |
12.45 |
|
$ |
12.25 |
|
$ |
11.17 |
|
$ |
8.77 |
|
|
$ |
10.14 |
|
|
Total Investment Return(a) |
|
5.51 |
% |
13.92 |
% |
28.31 |
% |
(13.24 |
)% |
|
1.40 |
%(d) |
|
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of period (in millions) |
|
$ |
290.2 |
|
$ |
287.5 |
|
$ |
192.5 |
|
$ |
199.2 |
|
|
$ |
44.1 |
|
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
0.94 |
% |
1.04 |
%(b) |
1.14 |
%(b) |
1.00 |
%(b) |
|
1.15 |
%(b)(c) |
|
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
0.94 |
% |
1.04 |
%(b) |
1.14 |
%(b) |
1.00 |
%(b) |
|
1.15 |
%(b)(c) |
|
|||||
Net investment income |
|
1.43 |
% |
1.48 |
% |
1.55 |
% |
1.63 |
% |
|
1.36 |
%(c) |
|
|||||
Portfolio turnover rate |
|
29 |
% |
33 |
% |
90 |
% |
28 |
% |
|
25 |
%(d) |
|
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
(c) Annualized.
(d) Not annualized.
(e) Commencement of operations.
F- 11
|
|
AST Cohen & Steers Realty |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
17.17 |
|
$ |
12.91 |
|
$ |
10.05 |
|
$ |
10.11 |
|
$ |
10.18 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.59 |
|
0.41 |
|
0.49 |
|
0.49 |
|
0.50 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
1.58 |
|
4.36 |
|
3.02 |
|
(0.22 |
) |
(0.23 |
) |
|||||
Total from investment operations |
|
2.17 |
|
4.77 |
|
3.51 |
|
0.27 |
|
0.27 |
|
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.26 |
) |
(0.32 |
) |
(0.41 |
) |
(0.33 |
) |
(0.34 |
) |
|||||
Dividends from net realized gains |
|
(1.30 |
) |
(0.19 |
) |
(0.24 |
) |
|
|
|
|
|||||
Total dividends and distributions |
|
(1.56 |
) |
(0.51 |
) |
(0.65 |
) |
(0.33 |
) |
(0.34 |
) |
|||||
Net Asset Value, end of year |
|
$ |
17.78 |
|
$ |
17.17 |
|
$ |
12.91 |
|
$ |
10.05 |
|
$ |
10.11 |
|
Total Investment Return(a) |
|
14.82 |
% |
37.95 |
% |
37.43 |
% |
2.65 |
% |
2.85 |
% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
410.3 |
|
$ |
423.5 |
|
$ |
289.5 |
|
$ |
177.5 |
|
$ |
139.6 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
1.09 |
% |
1.12 |
%(b) |
1.24 |
%(b) |
1.26 |
%(b) |
1.21 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
1.18 |
% |
1.23 |
%(b) |
1.24 |
%(b) |
1.26 |
%(b) |
1.21 |
%(b) |
|||||
Net investment income |
|
3.27 |
% |
3.49 |
% |
5.43 |
% |
5.11 |
% |
5.01 |
% |
|||||
Portfolio turnover rate |
|
32 |
% |
32 |
% |
34 |
% |
60 |
% |
59 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST AllianceBernstein Managed Index 500 |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
11.97 |
|
$ |
10.98 |
|
$ |
8.75 |
|
$ |
11.14 |
|
$ |
12.63 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.12 |
|
0.15 |
|
0.11 |
|
0.11 |
|
0.11 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.29 |
|
0.94 |
|
2.24 |
|
(2.39 |
) |
(1.36 |
) |
|||||
Total from investment operations |
|
0.41 |
|
1.09 |
|
2.35 |
|
(2.28 |
) |
(1.25 |
) |
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.15 |
) |
(0.10 |
) |
(0.12 |
) |
(0.11 |
) |
(0.11 |
) |
|||||
Dividends from net realized gains |
|
|
|
|
|
|
|
|
|
(0.13 |
) |
|||||
Total dividends and distributions |
|
(0.15 |
) |
(0.10 |
) |
(0.12 |
) |
(0.11 |
) |
(0.24 |
) |
|||||
Net Asset Value, end of year |
|
$ |
12.23 |
|
$ |
11.97 |
|
$ |
10.98 |
|
$ |
8.75 |
|
$ |
11.14 |
|
Total Investment Return(a) |
|
3.54 |
% |
9.98 |
% |
27.32 |
% |
(20.64 |
)% |
(10.01 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
512.6 |
|
$ |
561.7 |
|
$ |
541.5 |
|
$ |
441.2 |
|
$ |
623.4 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
0.77 |
% |
0.81 |
%(b) |
0.84 |
%(b) |
0.84 |
%(b) |
0.77 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
0.77 |
% |
0.81 |
%(b) |
0.84 |
%(b) |
0.84 |
%(b) |
0.78 |
%(b) |
|||||
Net investment income |
|
1.00 |
% |
1.27 |
% |
1.03 |
% |
1.04 |
% |
0.95 |
% |
|||||
Portfolio turnover rate |
|
25 |
% |
41 |
% |
45 |
% |
36 |
% |
54 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 12
|
|
AST American Century Income & Growth |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
13.30 |
|
$ |
11.95 |
|
$ |
9.41 |
|
$ |
11.84 |
|
$ |
13.02 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.25 |
|
0.21 |
|
0.15 |
|
0.12 |
|
0.10 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.35 |
|
1.28 |
|
2.51 |
|
(2.45 |
) |
(1.19 |
) |
|||||
Total from investment operations |
|
0.60 |
|
1.49 |
|
2.66 |
|
(2.33 |
) |
(1.09 |
) |
|||||
Less Dividends and Distributions From Net Investment Income: |
|
(0.22 |
) |
(0.14 |
) |
(0.12 |
) |
(0.10 |
) |
(0.09 |
) |
|||||
Net Asset Value, end of year |
|
$ |
13.68 |
|
$ |
13.30 |
|
$ |
11.95 |
|
$ |
9.41 |
|
$ |
11.84 |
|
Total Investment Return(a) |
|
4.63 |
% |
12.59 |
% |
28.78 |
% |
(19.81 |
)% |
(8.44 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
393.3 |
|
$ |
453.9 |
|
$ |
305.8 |
|
$ |
259.1 |
|
$ |
374.7 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
0.93 |
% |
0.99 |
%(b) |
0.99 |
%(b) |
0.98 |
%(b) |
0.94 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
0.93 |
% |
0.99 |
%(b) |
0.99 |
%(b) |
0.98 |
%(b) |
0.94 |
%(b) |
|||||
Net investment income |
|
1.64 |
% |
1.86 |
% |
1.46 |
% |
1.04 |
% |
0.76 |
% |
|||||
Portfolio turnover rate |
|
70 |
% |
99 |
% |
81 |
% |
83 |
% |
55 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST AllianceBernstein Growth and Income |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
19.52 |
|
$ |
17.71 |
|
$ |
13.57 |
|
$ |
18.70 |
|
$ |
21.38 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.19 |
|
0.24 |
|
0.14 |
|
0.18 |
|
0.12 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.73 |
|
1.70 |
|
4.19 |
|
(4.35 |
) |
(0.15 |
) |
|||||
Total from investment operations |
|
0.92 |
|
1.94 |
|
4.33 |
|
(4.17 |
) |
(0.03 |
) |
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.23 |
) |
(0.13 |
) |
(0.19 |
) |
(0.13 |
) |
(0.19 |
) |
|||||
Dividends from net realized gains |
|
|
|
|
|
|
|
(0.83 |
) |
(2.46 |
) |
|||||
Total dividends and distributions |
|
(0.23 |
) |
(0.13 |
) |
(0.19 |
) |
(0.96 |
) |
(2.65 |
) |
|||||
Net Asset Value, end of year |
|
$ |
20.21 |
|
$ |
19.52 |
|
$ |
17.71 |
|
$ |
13.57 |
|
$ |
18.70 |
|
Total Investment Return(a) |
|
4.77 |
% |
11.01 |
% |
32.43 |
% |
(23.28 |
)% |
(0.48 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
2,802.7 |
|
$ |
2,152.2 |
|
$ |
1,836.5 |
|
$ |
1,169.7 |
|
$ |
1,875.2 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
0.85 |
% |
0.90 |
%(b) |
0.97 |
%(b) |
0.96 |
%(b) |
0.94 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
0.88 |
% |
0.93 |
%(b) |
0.99 |
%(b) |
0.98 |
%(b) |
0.96 |
%(b) |
|||||
Net investment income |
|
1.09 |
% |
1.36 |
% |
1.01 |
% |
0.99 |
% |
0.74 |
% |
|||||
Portfolio turnover rate |
|
70 |
% |
50 |
% |
62 |
% |
79 |
% |
103 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 13
|
|
AST Global Allocation |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
12.16 |
|
$ |
11.07 |
|
$ |
9.38 |
|
$ |
11.46 |
|
$ |
13.30 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.24 |
|
0.28 |
|
0.12 |
|
0.11 |
|
0.34 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.56 |
|
0.94 |
|
1.69 |
|
(1.84 |
) |
(1.87 |
) |
|||||
Total from investment operations |
|
0.80 |
|
1.22 |
|
1.81 |
|
(1.73 |
) |
(1.53 |
) |
|||||
Less Dividends and Distributions From Net Investment Income: |
|
(0.40 |
) |
(0.13 |
) |
(0.12 |
) |
(0.35 |
) |
(0.31 |
) |
|||||
Net Asset Value, end of year |
|
$ |
12.56 |
|
$ |
12.16 |
|
$ |
11.07 |
|
$ |
9.38 |
|
$ |
11.46 |
|
Total Investment Return(a) |
|
6.94 |
% |
11.09 |
% |
19.53 |
% |
(15.43 |
)% |
(11.73 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
202.2 |
|
$ |
231.7 |
|
$ |
264.8 |
|
$ |
284.4 |
|
$ |
481.2 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses
After Advisory Fee Waiver and Expense
|
|
0.16 |
% |
0.14 |
%(b) |
0.14 |
%(b) |
0.47 |
%(b) |
0.89 |
%(b) |
|||||
Expenses
Before Advisory Fee Waiver and Expense
|
|
0.16 |
% |
0.14 |
%(b) |
0.14 |
%(b) |
0.47 |
%(b) |
0.95 |
%(b) |
|||||
Net investment income |
|
1.72 |
% |
2.12 |
% |
1.08 |
% |
0.91 |
% |
2.68 |
% |
|||||
Portfolio turnover rate |
|
81 |
% |
93 |
% |
18 |
% |
160 |
% |
77 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST American Century Strategic Balanced |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
13.89 |
|
$ |
12.92 |
|
$ |
11.14 |
|
$ |
12.62 |
|
$ |
13.70 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.26 |
|
0.21 |
|
0.18 |
|
0.26 |
|
0.27 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.37 |
|
0.94 |
|
1.87 |
|
(1.47 |
) |
(0.78 |
) |
|||||
Total from investment operations |
|
0.63 |
|
1.15 |
|
2.05 |
|
(1.21 |
) |
(0.51 |
) |
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.23 |
) |
(0.18 |
) |
(0.27 |
) |
(0.27 |
) |
(0.25 |
) |
|||||
Dividends from net realized gains |
|
|
|
|
|
|
|
|
|
(0.32 |
) |
|||||
Total dividends and distributions |
|
(0.23 |
) |
(0.18 |
) |
(0.27 |
) |
(0.27 |
) |
(0.57 |
) |
|||||
Net Asset Value, end of year |
|
$ |
14.29 |
|
$ |
13.89 |
|
$ |
12.92 |
|
$ |
11.14 |
|
$ |
12.62 |
|
Total Investment Return(a) |
|
4.61 |
% |
8.99 |
% |
18.87 |
% |
(9.74 |
)% |
(3.80 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
205.4 |
|
$ |
233.7 |
|
$ |
235.8 |
|
$ |
179.4 |
|
$ |
210.7 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waivers |
|
1.05 |
% |
1.09 |
%(b) |
1.11 |
%(b) |
1.10 |
%(b) |
1.08 |
%(b) |
|||||
Expenses Before Advisory Fee Waivers |
|
1.08 |
% |
1.12 |
%(b) |
1.11 |
%(b) |
1.10 |
%(b) |
1.08 |
%(b) |
|||||
Net investment income |
|
1.70 |
% |
1.56 |
% |
1.57 |
% |
2.16 |
% |
2.19 |
% |
|||||
Portfolio turnover rate |
|
204 |
% |
218 |
% |
145 |
% |
126 |
% |
124 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 14
|
|
AST T. Rowe Price Asset Allocation |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
16.81 |
|
$ |
15.36 |
|
$ |
12.74 |
|
$ |
15.05 |
|
$ |
18.12 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.30 |
|
0.29 |
|
0.24 |
|
0.34 |
|
0.41 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
0.45 |
|
1.40 |
|
2.73 |
|
(1.76 |
) |
(1.21 |
) |
|||||
Total from investment operations |
|
0.75 |
|
1.69 |
|
2.97 |
|
(1.42 |
) |
(0.80 |
) |
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.31 |
) |
(0.24 |
) |
(0.35 |
) |
(0.39 |
) |
(0.52 |
) |
|||||
Dividends from net realized gains |
|
(0.13 |
) |
|
|
|
|
(0.50 |
) |
(1.75 |
) |
|||||
Total dividends and distributions |
|
(0.44 |
) |
(0.24 |
) |
(0.35 |
) |
(0.89 |
) |
(2.27 |
) |
|||||
Net Asset Value, end of year |
|
$ |
17.12 |
|
$ |
16.81 |
|
$ |
15.36 |
|
$ |
12.74 |
|
$ |
15.05 |
|
Total Investment Return(a) |
|
4.68 |
% |
11.17 |
% |
24.02 |
% |
(9.89 |
)% |
(4.79 |
)% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
431.1 |
|
$ |
430.7 |
|
$ |
360.2 |
|
$ |
269.1 |
|
$ |
332.8 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
1.04 |
% |
1.07 |
%(b) |
1.12 |
%(b) |
1.11 |
%(b) |
1.10 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
1.08 |
% |
1.12 |
%(b) |
1.12 |
%(b) |
1.11 |
%(b) |
1.10 |
%(b) |
|||||
Net investment income |
|
1.77 |
% |
1.93 |
% |
1.84 |
% |
2.37 |
% |
2.46 |
% |
|||||
Portfolio turnover rate |
|
65 |
% |
83 |
% |
94 |
% |
107 |
% |
103 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST T. Rowe Price Global Bond |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
12.16 |
|
$ |
12.10 |
|
$ |
11.10 |
|
$ |
9.65 |
|
$ |
9.40 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.28 |
|
0.17 |
|
0.27 |
|
0.05 |
|
0.56 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
(0.81 |
) |
0.81 |
|
1.12 |
|
1.40 |
|
(0.31 |
) |
|||||
Total from investment operations |
|
(0.53 |
) |
0.98 |
|
1.39 |
|
1.45 |
|
0.25 |
|
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.43 |
) |
(0.72 |
) |
(0.37 |
) |
|
|
|
|
|||||
Dividends from net realized gains |
|
(0.02 |
) |
(0.20 |
) |
(0.02 |
) |
|
|
|
|
|||||
Total dividends and distributions |
|
(0.45 |
) |
(0.92 |
) |
(0.39 |
) |
|
|
|
|
|||||
Net Asset Value, end of year |
|
$ |
11.18 |
|
$ |
12.16 |
|
$ |
12.10 |
|
$ |
11.10 |
|
$ |
9.65 |
|
Total Investment Return(a) |
|
(4.49 |
)% |
8.64 |
% |
12.86 |
% |
15.03 |
% |
2.66 |
% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
539.6 |
|
$ |
362.0 |
|
$ |
229.6 |
|
$ |
209.6 |
|
$ |
108.0 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
1.01 |
% |
1.07 |
%(b) |
1.06 |
%(b) |
1.06 |
%(b) |
0.87 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
1.01 |
% |
1.07 |
%(b) |
1.06 |
%(b) |
1.06 |
%(b) |
1.08 |
%(b) |
|||||
Net investment income |
|
2.87 |
% |
2.58 |
% |
2.57 |
% |
3.13 |
% |
4.83 |
% |
|||||
Portfolio turnover rate |
|
109 |
% |
111 |
% |
196 |
% |
323 |
% |
187 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 15
Financial Highlights
|
|
AST High Yield |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
8.95 |
|
$ |
8.77 |
|
$ |
7.89 |
|
$ |
8.86 |
|
$ |
9.71 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.83 |
|
0.70 |
|
0.62 |
|
0.69 |
|
0.74 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
(0.74 |
) |
0.19 |
|
0.95 |
|
(0.70 |
) |
(0.66 |
) |
|||||
Total from investment operations |
|
0.09 |
|
0.89 |
|
1.57 |
|
(0.01 |
) |
0.08 |
|
|||||
Less Dividendsand Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.75 |
) |
(0.71 |
) |
(0.69 |
) |
(0.96 |
) |
(0.93 |
) |
|||||
Net Asset Value, end of year |
|
$ |
8.29 |
|
$ |
8.95 |
|
$ |
8.77 |
|
$ |
7.89 |
|
$ |
8.86 |
|
Total Investment Return(a) |
|
1.12 |
% |
11.08 |
% |
21.59 |
% |
0.04 |
% |
0.14 |
% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
611.2 |
|
$ |
804.6 |
|
$ |
868.5 |
|
$ |
576.4 |
|
$ |
525.8 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
0.93 |
% |
0.93 |
%(b) |
0.93 |
%(b) |
0.94 |
%(b) |
0.95 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
0.94 |
% |
0.93 |
%(b) |
0.93 |
%(b) |
0.94 |
%(b) |
0.95 |
%(b) |
|||||
Net investment income |
|
7.32 |
% |
7.15 |
% |
7.56 |
% |
9.02 |
% |
10.22 |
% |
|||||
Portfolio turnover rate |
|
52 |
% |
66 |
% |
65 |
% |
41 |
% |
48 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST Lord Abbett Bond Debenture |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
11.83 |
|
$ |
11.44 |
|
$ |
10.07 |
|
$ |
10.45 |
|
$ |
10.15 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.43 |
|
0.53 |
|
0.44 |
|
0.42 |
|
0.39 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
(0.31 |
) |
0.29 |
|
1.37 |
|
(0.39 |
) |
(0.08 |
) |
|||||
Total from investment operations |
|
0.12 |
|
0.82 |
|
1.81 |
|
0.03 |
|
0.31 |
|
|||||
Less Dividendsand Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.49 |
) |
(0.39 |
) |
(0.44 |
) |
(0.41 |
) |
(0.01 |
) |
|||||
Dividends from net realized gains |
|
(0.13 |
) |
(0.04 |
) |
|
|
|
|
|
|
|||||
Total dividends and distributions |
|
(0.62 |
) |
(0.43 |
) |
(0.44 |
) |
(0.41 |
) |
(0.01 |
) |
|||||
Net Asset Value, end of year |
|
$ |
11.33 |
|
$ |
11.83 |
|
$ |
11.44 |
|
$ |
10.07 |
|
$ |
10.45 |
|
Total Investment Return(a) |
|
1.16 |
% |
7.42 |
% |
18.74 |
% |
0.41 |
% |
3.04 |
% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
668.5 |
|
$ |
431.5 |
|
$ |
346.4 |
|
$ |
164.9 |
|
$ |
62.5 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
0.91 |
% |
0.97 |
%(b) |
1.04 |
%(b) |
1.04 |
%(b) |
1.10 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
0.97 |
% |
1.02 |
%(b) |
1.04 |
%(b) |
1.04 |
%(b) |
1.10 |
%(b) |
|||||
Net investment income |
|
5.10 |
% |
5.15 |
% |
6.31 |
% |
7.16 |
% |
7.23 |
% |
|||||
Portfolio turnover rate |
|
46 |
% |
49 |
% |
84 |
% |
43 |
% |
102 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 16
Financial Highlights
|
|
AST PIMCO Total Return Bond |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
12.01 |
|
$ |
11.99 |
|
$ |
12.24 |
|
$ |
11.93 |
|
$ |
11.60 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.52 |
|
0.23 |
|
0.35 |
|
0.39 |
|
0.56 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
(0.23 |
) |
0.36 |
|
0.27 |
|
0.66 |
|
0.42 |
|
|||||
Total from investment operations |
|
0.29 |
|
0.59 |
|
0.62 |
|
1.05 |
|
0.98 |
|
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.45 |
) |
(0.48 |
) |
(0.43 |
) |
(0.52 |
) |
(0.65 |
) |
|||||
Dividends from net realized gains |
|
(0.40 |
) |
(0.09 |
) |
(0.44 |
) |
(0.22 |
) |
|
|
|||||
Total dividends and distributions |
|
(0.85 |
) |
(0.57 |
) |
(0.87 |
) |
(0.74 |
) |
(0.65 |
) |
|||||
Net Asset Value, end of year |
|
$ |
11.45 |
|
$ |
12.01 |
|
$ |
11.99 |
|
$ |
12.24 |
|
$ |
11.93 |
|
Total Investment Return(a) |
|
2.50 |
% |
4.96 |
% |
5.32 |
% |
9.22 |
% |
8.87 |
% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
1,790.7 |
|
$ |
2,318.2 |
|
$ |
2,107.9 |
|
$ |
2,255.0 |
|
$ |
1,638.3 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
0.79 |
% |
0.78 |
%(b) |
0.78 |
%(b) |
0.78 |
%(b) |
0.79 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
0.80 |
% |
0.81 |
%(b) |
0.80 |
%(b) |
0.80 |
%(b) |
0.81 |
%(b) |
|||||
Net investment income |
|
3.62 |
% |
2.08 |
% |
2.85 |
% |
3.90 |
% |
5.02 |
% |
|||||
Portfolio turnover rate |
|
238 |
% |
253 |
% |
222 |
% |
229 |
% |
343 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary feewaivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
|
|
AST PIMCO Limited Maturity Bond |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
11.12 |
|
$ |
11.37 |
|
$ |
11.36 |
|
$ |
11.30 |
|
$ |
11.07 |
|
Income From Investment Operations: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net investment income |
|
0.27 |
|
0.17 |
|
0.22 |
|
0.24 |
|
0.50 |
|
|||||
Net realized and unrealized gain (loss) on investments |
|
(0.09 |
) |
0.06 |
|
0.14 |
|
0.43 |
|
0.36 |
|
|||||
Total from investment operations |
|
0.18 |
|
0.23 |
|
0.36 |
|
0.67 |
|
0.86 |
|
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
(0.14 |
) |
(0.35 |
) |
(0.22 |
) |
(0.47 |
) |
(0.63 |
) |
|||||
Dividends from net realized gains |
|
(0.06 |
) |
(0.13 |
) |
(0.13 |
) |
(0.14 |
) |
|
|
|||||
Total dividends and distributions |
|
(0.20 |
) |
(0.48 |
) |
(0.35 |
) |
(0.61 |
) |
(0.63 |
) |
|||||
Net Asset Value, end of year |
|
$ |
11.10 |
|
$ |
11.12 |
|
$ |
11.37 |
|
$ |
11.36 |
|
$ |
11.30 |
|
Total Investment Return(a) |
|
1.63 |
% |
2.07 |
% |
3.28 |
% |
6.21 |
% |
7.97 |
% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
1,683.2 |
|
$ |
1,232.8 |
|
$ |
1,005.9 |
|
$ |
1,058.8 |
|
$ |
611.2 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses After Advisory Fee Waiver and Expense
|
|
0.76 |
% |
0.79 |
%(b) |
0.82 |
%(b) |
0.83 |
%(b) |
0.83 |
%(b) |
|||||
Expenses Before Advisory Fee Waiver and Expense
|
|
0.80 |
% |
0.82 |
%(b) |
0.82 |
%(b) |
0.83 |
%(b) |
0.83 |
%(b) |
|||||
Net investment income |
|
2.86 |
% |
1.65 |
% |
1.74 |
% |
2.87 |
% |
5.10 |
% |
|||||
Portfolio turnover rate |
|
153 |
% |
103 |
% |
208 |
% |
271 |
% |
445 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
F- 17
Financial Highlights
|
|
AST Money Market |
|
|||||||||||||
|
|
Year Ended
|
|
|||||||||||||
|
|
2005 |
|
2004 |
|
2003 |
|
2002 |
|
2001 |
|
|||||
Per Share Operating Performance: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Asset Value, beginning of year |
|
$ |
1.00 |
|
$ |
1.00 |
|
$ |
1.00 |
|
$ |
1.00 |
|
$ |
1.00 |
|
Net Investment Income: |
|
|
(c) |
0.01 |
|
|
(c) |
0.01 |
|
0.04 |
|
|||||
Less Dividends and Distributions: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Dividends from net investment income |
|
|
(c) |
(0.01 |
) |
|
(c) |
(0.01 |
) |
(0.04 |
) |
|||||
Dividends from net realized gains |
|
|
(c) |
|
|
|
(c) |
|
(c) |
|
(c) |
|||||
Total dividends and distributions |
|
|
|
(0.01 |
) |
|
(c) |
(0.01 |
) |
(0 .04 |
) |
|||||
Net Asset Value, end of year |
|
$ |
1.00 |
|
$ |
1.00 |
|
$ |
1.00 |
|
$ |
1.00 |
|
$ |
1.00 |
|
Total Investment Return(a) |
|
2.73 |
% |
0.84 |
% |
0.63 |
% |
1.29 |
% |
3.77 |
% |
|||||
Ratios/Supplemental Data: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Net assets, end of year (in millions) |
|
$ |
1,639.6 |
|
$ |
1,359.2 |
|
$ |
1,762.1 |
|
$ |
2,744.7 |
|
$ |
2,652.1 |
|
Ratios to average net assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
Expenses
After Advisory Fee Waiver and Expense
|
|
0.58 |
% |
0.58 |
%(b) |
0.59 |
%(b) |
0.58 |
%(b) |
0.59 |
%(b) |
|||||
Expenses
Before Advisory Fee Waiver and Expense
|
|
0.63 |
% |
0.63 |
%(b) |
0.64 |
%(b) |
0.63 |
%(b) |
0.64 |
%(b) |
|||||
Net investment income |
|
2.69 |
% |
0.81 |
% |
0.63 |
% |
1.27 |
% |
3.60 |
% |
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Includes commissions received by American Skandia Marketing, Inc. under the Portfolios Distribution Plan. The Distribution Plan was terminated by the Board of Trustees of the Trust effective November 18, 2004.
(c) Less than $0.005 per share.
|
|
AST Aggressive Asset Allocation |
|
|||
|
|
December 5, 2005 |
|
|||
|
|
through |
|
|||
|
|
December 31, |
|
|||
|
|
|
2005(d) |
|
|
|
Per Share Operating Performance: |
|
|
|
|
|
|
Net Asset Value, beginning of period |
|
|
$ |
10.00 |
|
|
Income From Investment Operations: |
|
|
|
|
|
|
Net investment loss |
|
|
|
(e) |
|
|
Net realized and unrealized gain on investments |
|
|
0.01 |
|
|
|
Total from investment operations |
|
|
0.01 |
|
|
|
Net Asset Value, end of period |
|
|
$ |
10.01 |
|
|
Total Investment Return(a) |
|
|
0.10 |
%(b) |
|
|
Ratios/Supplemental Data: |
|
|
|
|
|
|
Net assets, end of period (in millions) |
|
|
$ |
36.4 |
|
|
Ratios to average net assets: |
|
|
|
|
|
|
Expenses
After Advisory Fee Waiver and Expense
|
|
|
0.20 |
%(c) |
|
|
Expenses
Before Advisory Fee Waiver and Expense
|
|
|
2.41 |
%(c) |
|
|
Net investment income |
|
|
(0.20 |
)%(c) |
|
|
Portfolio turnover rate |
|
|
3 |
%(b) |
|
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Not annualized.
(c) Annualized.
(d) Commencement of operations.
(e) Less than $0.005.
F- 18
|
|
AST Balanced Asset Allocation |
|
||||
|
|
December 5, 2005 |
|
||||
|
|
through |
|
||||
|
|
December 31, |
|
||||
|
|
|
2005(d) |
|
|
||
Per Share Operating Performance: |
|
|
|
|
|
||
Net Asset Value, beginning of period |
|
|
$10.00 |
|
|
||
Income From Investment Operations: |
|
|
|
|
|
||
Net investment loss |
|
|
|
(e) |
|
||
Net realized and unrealized gain on investments |
|
|
0.04 |
|
|
||
Total from investment operations |
|
|
0.04 |
|
|
||
Net Asset Value, end of period |
|
|
$10.04 |
|
|
||
Total Investment Return(a) |
|
|
0.40 |
%(b) |
|
||
Ratios/Supplemental Data: |
|
|
|
|
|
||
Net assets, end of period (in millions) |
|
|
$216.3 |
|
|
||
Ratios to average net assets: |
|
|
|
|
|
||
Expenses After Advisory Fee Waiver and Expense |
|
|
|
|
|
||
Reimbursement |
|
|
0.20 |
%(c) |
|
||
Expenses Before Advisory Fee Waiver and Expense |
|
|
|
|
|
||
Reimbursement |
|
|
0.58 |
%(c) |
|
||
Net investment income |
|
|
(0.20 |
)%(c) |
|
||
Portfolio turnover rate |
|
|
2 |
%(b) |
|
||
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Not annualized.
(c) Annualized.
(d) Commencement of operations.
(e) Less than $0.005.
|
|
AST Capital Growth Asset Allocation |
|
|||||
|
|
December 5, 2005 |
|
|||||
|
|
through |
|
|||||
|
|
December 31, |
|
|||||
|
|
|
2005(d) |
|
|
|||
Per Share Operating Performance: |
|
|
|
|
|
|||
Net Asset Value, beginning of period |
|
|
$10.00 |
|
|
|||
Income From Investment Operations: |
|
|
|
|
|
|||
Net investment loss |
|
|
|
(e) |
|
|||
Net realized and unrealized gain on investments |
|
|
0.02 |
|
|
|||
Total from investment operations |
|
|
0.02 |
|
|
|||
Net Asset Value, end of period |
|
|
$ |
10.02 |
|
|
||
Total Investment Return(a) |
|
|
0.20 |
%(b) |
|
|||
Ratios/Supplemental Data: |
|
|
|
|
|
|||
Net assets, end of period (in millions) |
|
|
$ |
245.9 |
|
|
||
Ratios to average net assets: |
|
|
|
|
|
|||
Expenses After Advisory Fee Waiver and Expense |
|
|
|
|
|
|||
Reimbursement |
|
|
0.20 |
%(c) |
|
|||
Expenses Before Advisory Fee Waiver and Expense |
|
|
|
|
|
|||
Reimbursement |
|
|
0.54 |
%(c) |
|
|||
Net investment income |
|
|
(0.20 |
)%(c) |
|
|||
Portfolio turnover rate |
|
|
1 |
%(b) |
|
|||
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Not annualized.
(c) Annualized.
(d) Commencement of operations.
(e) Less than $0.005.
F- 19
|
|
AST Conservative Asset Allocation |
|
|||||
|
|
December 5, 2005 |
|
|||||
|
|
through |
|
|||||
|
|
December 31, |
|
|||||
|
|
|
2005(d) |
|
|
|||
Per Share Operating Performance: |
|
|
|
|
|
|||
Net Asset Value, beginning of period |
|
|
$ |
10.00 |
|
|
||
Income From Investment Operations: |
|
|
|
|
|
|||
Net investment loss |
|
|
|
(e) |
|
|||
Net realized and unrealized gain on investments |
|
|
0.04 |
|
|
|||
Total from investment operations |
|
|
0.04 |
|
|
|||
Net Asset Value, end of period |
|
|
$ |
10.04 |
|
|
||
Total Investment Return(a) |
|
|
0.40 |
%(b) |
|
|||
Ratios/Supplemental Data: |
|
|
|
|
|
|||
Net assets, end of period (in millions) |
|
|
$ |
51.7 |
|
|
||
Ratios to average net assets: |
|
|
|
|
|
|||
Expenses After Advisory Fee Waiver and Expense |
|
|
|
|
|
|||
Reimbursement |
|
|
0.20 |
%(c) |
|
|||
Expenses Before Advisory Fee Waiver and Expense |
|
|
|
|
|
|||
Reimbursement |
|
|
2.02 |
%(c) |
|
|||
Net investment loss |
|
|
(0.20 |
)%(c) |
|
|||
Portfolio turnover rate |
|
|
2 |
%(b) |
|
|||
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Not annualized.
(c) Annualized.
(d) Commencement of operations.
(e) Less than $0.005.
|
|
AST Preservation Asset Allocation |
|
|||||
|
|
December 5, 2005 |
|
|||||
|
|
through |
|
|||||
|
|
December 31, |
|
|||||
|
|
|
2005(d) |
|
|
|||
Per Share Operating Performance: |
|
|
|
|
|
|||
Net Asset Value, beginning of period |
|
|
$ |
10.00 |
|
|
||
Income From Investment Operations: |
|
|
|
|
|
|||
Net investment loss |
|
|
|
(e) |
|
|||
Net realized and unrealized gain on investments |
|
|
0.06 |
|
|
|||
Total from investment operations |
|
|
0.06 |
|
|
|||
Net Asset Value, end of period |
|
|
$ |
10.06 |
|
|
||
Total Investment Return(a) |
|
|
0.60 |
%(b) |
|
|||
Ratios/Supplemental Data: |
|
|
|
|
|
|||
Net assets, end of period (in millions) |
|
|
$ |
13.7 |
|
|
||
Ratios to average net assets: |
|
|
|
|
|
|||
Expenses After Advisory Fee Waiver and Expense |
|
|
|
|
|
|||
Reimbursement |
|
|
0.20 |
%(c) |
|
|||
Expenses Before Advisory Fee Waiver and Expense |
|
|
|
|
|
|||
Reimbursement |
|
|
6.28 |
%(c) |
|
|||
Net investment loss |
|
|
(0.19 |
)%(c) |
|
|||
Portfolio turnover rate |
|
|
6 |
%(b) |
|
|||
(a) Total investment return is calculated assuming a purchase of shares on the first day and a sale on the last day of each period reported and includes reinvestment of dividends and distributions and does not reflect the effect of insurance contract charges. Total return does not reflect expenses associated with the separate account such as administrative fees, account charges and surrender charges which, if reflected, would reduce the total returns for all periods shown. Performance figures may reflect voluntary fee waivers and/or expense reimbursements. In the absence of voluntary fee waivers and/or expense reimbursements, the total return would be lower. Past performance is no guarantee of future results.
(b) Not annualized.
(c) Annualized.
(d) Commencement of operations.
(e) Less than $0.005.
F- 20
Mailing Address |
|
American Skandia Trust |
|
One Corporate Drive |
|
Shelton, CT 06484 |
|
Investment Managers |
|
American Skandia Investment Services, Incorporated |
Prudential Investments LLC |
One Corporate Drive |
Gateway Center Three, 100 Mulberry Street |
Shelton, CT 06484 |
Newark, NJ 07102 |
Sub-Advisors |
|
AllianceBernstein L.P. |
|
American Century Investment Management, Inc. |
|
Cohen & Steers Capital Management, Inc. |
|
Deutsche Asset Management, Inc. |
|
Dreman Value Management LLC |
|
Eagle Asset Management |
|
EARNEST Partners LLC |
|
Federated Equity Management Company |
|
Goldman Sachs Asset Management, L.P. |
|
Hotchkis and Wiley Capital Management, LLC |
|
J.P. Morgan Investment Management, Inc. |
|
Lee Munder Investments, Ltd |
|
Lord, Abbett & Co. LLC |
|
LSV Asset Management |
|
Marsico Capital Management, LLC |
|
Massachusetts Financial Services Company |
|
Neuberger Berman Management Inc. |
|
Pacific Investment Management Company LLC |
|
Prudential Investment Management, Inc. |
|
Salomon Brothers Asset Management Inc |
|
T. Rowe Price Associates, Inc. |
|
T. Rowe Price International, Inc. |
|
WEDGE Capital Managment, LLP |
|
William Blair & Company L.L.C. |
|
Custodian |
|
PFPC Trust Company |
|
400 Bellevue Parkway |
|
Wilmington, DE 19809 |
|
Transfer and Shareholder Servicing Agent |
|
PFPC Inc. |
|
103 Bellevue Parkway |
|
Wilmington, DE 19809 |
|
Independent Registered Public Accounting Firm |
|
KPMG LLP |
|
345 Park Avenue |
|
New York, NY 10154 |
|
Legal Counsel |
Counsel to the Independent Trustees |
Goodwin Procter LLP |
Bell, Boyd & Lloyd LLC |
901 New York Avenue, N.W. |
70 West Madison Street |
Washington, D.C. 20001 |
Chicago, IL 60602 |
INVESTOR INFORMATION SERVICES:
Shareholder inquiries should be made by calling (800) 752-6342 or by writing to the American Skandia Trust at One Corporate Drive, Shelton, Connecticut 06484.
Additional information about the Portfolios is included in a Statement of Additional Information, which is incorporated by reference into this Prospectus. Additional information about the Portfolios investments is available in the annual and semi-annual reports to holders of variable annuity contracts and variable life insurance policies. In the annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected each Portfolios performance during its last fiscal year. The Statement of Additional Information and additional copies of annual and semi-annual reports are available without charge by calling the above number.
Delivery of Prospectus and other Documents to Households. To lower costs and eliminate duplicate documents sent to your address, the Trust, in accordance with applicable laws and regulations, may begin mailing only one copy of the Trusts prospectus, prospectus supplements, annual and semi-annual reports, proxy statements and information statements, or any other required documents to your address even if more than one shareholder lives there. If you have previously consented to have any of these documents delivered to multiple investors at a shared address, as required by law, and wish to revoke this consent or otherwise would prefer to continue to receive your own copy, you should call 1-800-SKANDIA or write to American Skandia Trust, c/o American Skandia Life Assurance Corporation. at P.O. Box 7038, Bridgeport, CT 06601-9642. The Trust will begin sending individual copies to you within thirty days of receipt of revocation.
The information in the Trusts filings with the Securities and Exchange Commission (including the Statement of Additional Information) is available from the Commission. Copies of this information may be obtained, upon payment of duplicating fees, by electronic request to publicinfo@sec.gov or by writing the Public Reference Section of the Commission, Washington, D.C. 20549-0102. The information can also be reviewed and copied at the Commissions Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090. Finally, information about the Trust is available on the EDGAR database on the Commissions Internet site at http://www.sec.gov .
Investment Company Act File No. 811-5186
PROSPECTUS |
DATED MAY 1, 2006 |
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102
American Skandia Trust (the Trust) is an investment company made up of 43 separate investment portfolios. This Prospectus discusses the following two investment portfolios of the Trust:
AST First Trust Balanced Target Portfolio
AST First Trust Capital Appreciation Target Portfolio
The Prospectus, dated May 1, 2006, relating to the other 41 investment portfolios of the Trust, and the Statement of Additional Information, dated May 1, 2006 (the SAI), relating to all 43 investment portfolios of the Trust, each as amended and supplemented to date, are available without charge upon written request to American Skandia Trust, One Corporate Drive, Shelton, Connecticut 06484 or by telephoning (800) 752-6342.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Trust is an investment vehicle for life insurance companies (Participating Insurance Companies) issuing variable annuity contracts and variable life insurance policies. Each variable annuity contract and variable life insurance policy involves fees and expenses not described in this Prospectus. Please read the prospectus for the variable annuity contract or variable life insurance policy for information regarding the contract or policy, including its fees and expenses.
The Trust received an order from the Securities and Exchange Commission permitting its investment managers, subject to approval by its Board of Trustees, to change the sub-advisor(s) of an investment portfolio of the Trust without shareholder approval. For more information, please see this Prospectus under the caption Management of the Trust.
Page |
|
Caption |
|
|
3 |
|
RISK/RETURN SUMMARY: |
||
4 |
|
PAST PERFORMANCE |
||
5 |
|
FEES AND EXPENSES: |
||
6 |
|
INVESTMENT OBJECTIVES AND POLICIES: |
||
7 |
|
PORTFOLIO TURNOVER: |
||
7 |
|
NET ASSET VALUE: |
||
7 |
|
PURCHASE AND REDEMPTION OF SHARES: |
||
10 |
|
MANAGEMENT OF THE TRUST: |
||
12 |
|
TAX MATTERS: |
||
12 |
|
CERTAIN RISK FACTORS AND INVESTMENT METHODS: |
||
18 |
|
DISCLOSURE OF PORTFOLIO HOLDINGS |
||
18 |
|
FINANCIAL HIGHLIGHTS: |
||
I-1 |
|
Appendix I: Quantitative Investment Strategies for the Portfolios |
2
General. American Skandia Trust (the Trust) is comprised of 43 investment portfolios (each, a Trust Portfolio and collectively, the Trust Portfolios), two of which are described in this Prospectus. These two Trust Portfolios are: the AST First Trust Balanced Target Portfolio and the AST First Trust Capital Appreciation Target Portfolio (each, a Portfolio and together, the Portfolios). American Skandia Investment Services, Inc. (ASISI) and Prudential Investments LLC (PI) serve as managers to the Trust (each, an Investment Manager and together, the Investment Managers). First Trust Advisors L.P. (First Trust) is the Sub-Advisor to each Portfolio.
Introduction. Each Portfolio has its own investment goal and style (and, as a result, its own level of risk). It is possible to lose money when investing in any of the Portfolios. Investments in a Portfolio are not bank deposits and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
It is not possible to provide an exact measure of the risk to which a Portfolio is subject, and a Portfolios risk will vary based on the securities that it holds at a given time. Nonetheless, based on each Portfolios investment style and the risks typically associated with that style, it is possible to assess in a general manner the risks to which a Portfolio will be subject. The following discussion highlights the investment strategies and risks of each Portfolio. Additional information about each Portfolios potential investments and its risks is included in this Prospectus under Investment Objectives and Policies and Certain Risk Factors and Other Investment Methods.
Investment Objectives of the Portfolios. The AST First Trust Balanced Target Portfolio seeks long-term capital growth balanced by current income as its investment objective. The AST First Trust Capital Appreciation Target Portfolio seeks long-term growth of capital as its investment objective. No assurance can be given that either Portfolio will achieve its investment objective.
Principal Investment Strategies of the Portfolios. In seeking to achieve their respective investment objectives, each Portfolio will allocate its assets across six uniquely specialized investment strategies (five common strategies, plus a different sixth investment strategy for each Portfolio). The allocation across the investment strategies for each Portfolio is set forth in this Prospectus under Investment Objectives and Policies. In addition, the overall mix between equity and fixed-income securities will vary for both Portfolios. The AST First Trust Balanced Target Portfolio will normally invest approximately 65% of its total assets in equity securities and 35% in fixed-income securities as of the security selection date. Depending on market conditions, the equity portion may range between 60-70% and the fixed-income portion between 30-40%. The AST First Trust Capital Appreciation Target Portfolio will normally invest approximately 80% of its total assets in equity securities and 20% in fixed-income securities as of the security selection date. Depending on market conditions, the equity portion may range between 75-85% and the fixed-income portion between 15-25%.
First Trust will select securities for each Portfolio that are identified by a model based on six uniquely specialized investment strategies, as follows:
· Dow Jones Income
· NYSE International Target 25
· Global Dividend Target 15
· Value Line Target 25
· Target Small Cap
· The Dow Target Dividend (AST First Trust Balanced Target Portfolio only)
· Nasdaq Target 15 (AST First Trust Capital Appreciation Target Portfolio only)
Initially and each year, on or about the annual security selection date (March 1), each Portfolio will invest in securities determined by the model based on its six respective investment strategies. At that time, each Portfolio will establish both the percentage allocations among the six investment strategies and the percentage allocation of each securitys position within each investment strategy that invests primarily in equity securities (the Equity Strategies). Through the next one-year period, the security percentage allocations within the Equity Strategies and the asset allocations will be maintained as closely as practicable when the Portfolio makes subsequent purchases and sales of the securities. First Trust reserves the right to over-weight, under-weight, or exclude certain companies from the holdings of either Portfolio. A more complete description of the investment strategy of each Portfolio is included in this Prospectus under Investment Objectives and Policies.
Principal Risks of Investing in the Portfolios. Investing in either Portfolio involves risk, including the risk that an investor may lose all or part of his or her investment. The principal risks of investing in the Portfolios are summarized
3
below. A more complete summary of these risks is included in this Prospectus under Certain Risk Factors and Investment Methods.
Market Risk. The principal risk of investing in a Portfolio is market risk. Market risk is the risk that a particular stock in a Portfolio, the Portfolio itself, or equity or debt markets in general may fall in value.
Investment Model Risk. Each Portfolio is also exposed to additional market risk due to its policy of investing in securities identified by a model based on six investment strategies. As a result of this policy, securities held by the Portfolios will generally not be bought or sold in response to market fluctuations. To the extent this management style is non-dynamic, each Portfolio may subject investors to greater market risk than other mutual funds.
Foreign Investment Risk. Each Portfolios investment in foreign securities presents additional risk, including currency risk. Foreign companies may be affected by adverse political, diplomatic and economic developments, taxes, less publicly available information and other factors. These risks may be heightened for a Portfolios investments in emerging market securities.
Small-Cap Company Risk. A Portfolios investment in small cap stocks also presents additional risk. Small cap stocks are more vulnerable to market conditions, less liquid and generally experience greater price volatility than larger capitalization companies.
Interest Rate Risk. Debt obligations with longer maturities typically offer higher yields, but are subject to greater price shifts as a result of interest rate changes than debt obligations with shorter maturities. The prices of debt obligations generally move in the opposite direction to that of market interest rates.
Credit Risk. The debt obligations in which the Portfolios may invest are generally subject to the risk that the issuer may be unable to make principal and interest payments when they are due.
Inflation Risk. Inflation risk is the risk that purchasing power of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the purchasing power of a Portfolios assets can decline as can the value of a Portfolios distributions.
Liquidity Risk. Liquidity risk exists when particular investments are difficult to purchase or sell. Each Portfolios investments in illiquid securities may reduce its returns because it may be unable to sell the illiquid securities at an advantageous time or price. A Portfolios investments in foreign securities, derivatives, or securities with substantial market and/or credit risk will tend to have the greatest exposure to liquidity risk.
Derivative Instruments. Each Portfolio may invest in securities and other instruments that are commonly referred to as derivatives. In general, derivative instruments are securities or other instruments whose value is derived from or related to the value of some other instrument or asset. There are many types of derivatives and many different ways to use them. Some derivatives and derivative strategies involve very little risk, while others can be extremely risky and can lead to losses in excess of the amount invested in the derivative. An investment manager may use derivatives to hedge against changes in interest rates, foreign currency exchange rates or securities prices, to generate income, or as a low cost method of gaining exposure to a particular securities market without investing directly in those securities, or for other reasons.
A Portfolios use of derivative instruments will involve risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks described above, such as liquidity risk, interest rate risk, market risk, credit risk and management risk. The use of these strategies also involves the risk that the price movements of derivative instruments will not correspond exactly with those of the investments from which they are derived. In addition, strategies involving derivative instruments that are intended to reduce the risk of loss can also reduce the opportunity for gain. An investment in a derivative instrument also could cause a Portfolio to lose more than the principal amount invested. Furthermore, regulatory requirements for a Portfolio to set aside assets to meet its obligations with respect to derivatives may result in the Portfolio being unable to purchase or sell securities when it would otherwise be favorable to do so, or in the Portfolio needing to sell securities at a disadvantageous time. A Portfolio may also be unable to close out its derivatives positions when desired.
Since neither Portfolio has completed a full calendar year of operations, no investment performance information is presented.
4
The table below describes the fees and expenses that you may pay if you buy and hold shares of a Portfolio.
SHAREHOLDER TRANSACTION EXPENSES (fees paid directly from your investment):
Maximum Sales Charge (Load) Imposed on Purchases |
|
N/A |
* |
Maximum Deferred Sales Charge (Load) |
|
N/A |
* |
Maximum Sales Charge (Load) Imposed on Reinvested Dividends |
|
N/A |
* |
Redemption Fees |
|
N/A |
* |
Exchange Fee |
|
N/A |
* |
* Because Portfolio shares may be purchased through variable insurance products, the prospectus of the relevant product should be carefully reviewed for information on the charges and expenses of those products. This table does not reflect any such charges; and the expenses shown would be higher if such charges were reflected.
ANNUAL FUND OPERATING EXPENSES (expenses that are deducted from Portfolio assets, in %):
Portfolio |
|
|
|
Management
|
|
Estimated
|
|
Estimated
|
|
||||||
AST First Trust Balanced Target Portfolio |
|
|
0.85 |
% |
|
|
0.19 |
% |
|
|
1.04 |
% |
|
||
AST First Trust Capital Appreciation Target Portfolio |
|
|
0.85 |
% |
|
|
0.19 |
% |
|
|
1.04 |
% |
|
(1) The Investment Managers have voluntarily undertaken to waive 0.05% of the management fee on assets of each Portfolio in excess of $1 billion. Each waiver is voluntary and may be modified or terminated at any time without prior notice.
(2) Based on estimated amounts for the current fiscal year. The other expenses shown in the chart for each Portfolio include an estimate of expenses other than management fees (other expenses) to be paid by the Portfolio based upon an expected asset level. Other expenses include Independent Trustees fees and fees for legal, accounting, valuation, custodian, and transfer agency services. The Trust also has entered into arrangements with the issuers of the variable insurance products offering the Portfolios under which the Trust compensates the issuers 0.10% for providing ongoing services to Portfolio shareholders in lieu of the Trust providing such services directly to shareholders. Amounts paid under these arrangements are included under Other Expenses. The actual other expenses paid by a Portfolio may be greater or less than those indicated above.
These examples are intended to help you compare the cost of investing in a Portfolio with the cost of investing in other mutual funds.
The Examples assume that you invest $10,000 in a Portfolio for the time periods indicated. The Examples also assume that your investment has a 5% return each year, that each Portfolios total operating expenses remain the same, and that no expense waivers and reimbursements are in effect. These Examples do not reflect any charges or expenses for variable insurance products. The expenses shown below would be higher if these charges or expenses were included. Based on these assumptions your costs would be:
Portfolio: |
|
|
|
1 year |
|
3 years |
|
||||||
AST First Trust Balanced Target Portfolio |
|
|
$ |
106 |
|
|
|
$ |
331 |
|
|
||
AST First Trust Capital Appreciation Target Portfolio |
|
|
$ |
106 |
|
|
|
$ |
331 |
|
|
5
INVESTMENT OBJECTIVES AND POLICIES:
The investment objective and policies for each Portfolio are described below. While certain policies apply to each Portfolio, generally each Portfolio has a different investment focus. As a result, the risks, opportunities, and returns associated with investing in a Portfolio will differ. Risks relating to the Portfolios specialized investment strategies and investments in certain types of securities and instruments are described in this Prospectus under Certain Risk Factors and Investment Methods.
If approved by the Trustees, the Trust may add more Trust Portfolios and may cease to offer any existing Trust Portfolio in the future.
Investment Objectives of the Portfolios
The investment objective of the AST First Trust Balanced Target Portfolio is to seek long-term capital growth balanced by current income. The investment objective of the AST First Trust Capital Appreciation Target Portfolio is to seek long-term growth of capital. None of these investment objectives is a fundamental policy for any Portfolio and, therefore, may be changed by the Board of Trustees of the Trust at any time. No assurance can be given that the investment objective of a Portfolio will be achieved.
Principal Investment Strategies of the Portfolios
General. Each Portfolio allocates its assets across six uniquely specialized investment strategies. Initially and each year, on or about the annual security selection date (March 1), each Portfolio will invest in the securities determined by the model based on its six respective investment strategies. The initial allocations across the investment strategies are as follows:
Investment Strategy |
|
|
|
AST First Trust
|
|
AST First Trust
|
|
||||
Dow Jones Income |
|
|
35.00 |
% |
|
|
20.00 |
% |
|
||
NYSE International Target 25 |
|
|
10.00 |
% |
|
|
10.00 |
% |
|
||
Global Dividend Target 15 |
|
|
15.00 |
% |
|
|
20.00 |
% |
|
||
Value Line Target 25 |
|
|
15.00 |
% |
|
|
20.00 |
% |
|
||
Target Small Cap |
|
|
5.00 |
% |
|
|
15.00 |
% |
|
||
The Dow Target Dividend |
|
|
20.00 |
% |
|
|
N/A |
|
|
||
Nasdaq Target 15 |
|
|
N/A |
|
|
|
15.00 |
% |
|
||
|
|
|
100.00 |
% |
|
|
100.00 |
% |
|
On or about the annual security selection date, each Portfolio will establish both percentage allocations among the six investment strategies and the percentage allocation of each securitys position within each Equity Strategy. Through the next one-year period, the security percentage allocations within the Equity Strategies and the asset allocations will be maintained as closely as practicable when the Portfolio makes subsequent purchases and sales of the securities. First Trust reserves the right to over-weight, under-weight, or exclude certain companies from the holdings of either Portfolio. A description of the investment strategies is included in Appendix I to this Prospectus.
Asset Class Allocations. In addition to allocating each Portfolios assets across the six investment strategies, the overall mix between equity and fixed-income securities will vary for both Portfolios. The AST First Trust Balanced Target Portfolio will normally invest approximately 65% of its total assets in equity securities and 35% in fixed-income securities as of the security selection date. Depending on market conditions on the security selection date, the equity portion may range between 60-70% and the fixed-income portion between 30-40%. The AST First Trust Capital Appreciation Target Portfolio will normally invest approximately 80% of its total assets in equity securities and 20% in fixed-income securities as of the securities selection date. Depending on market conditions on the security selection date, the equity portion may range between 75-85% and the fixed-income portion between 15-25%.
Equity Securities. Each Portfolio invests a substantial portion of its assets in equity securities. Eligible equity securities include common stocks, warrants to purchase common stocks, and securities convertible into common stocks (such as convertible bonds and debentures). In addition, the Portfolios may invest in equity securities of foreign issuers, including depositary receipts that represent foreign common stocks deposited with a custodian.
6
Fixed-Income Securities. Each Portfolio may invest in debt obligations of varying quality, including securities issued or guaranteed by the U.S. Government and its agencies, and debt obligations issued by U.S. companies, foreign companies and foreign governments and their agencies. The Portfolios will limit their respective investments in debt obligations rated at least investment grade by Moodys Investors Service (Moodys), Standard & Poors Ratings Services (S&P), or another major rating service, and unrated debt obligations that First Trust believes are comparable in quality.
Other Investments and Investment Strategies for the Portfolios. In addition to the principal investment strategies outlined above, the Portfolios may invest in the following instruments and use the following investment methods, which are described in detail below under Certain Risk Factors and Investment Methods:
· Common and Preferred Stocks
· Fixed-Income Securities
· Foreign Securities
· Derivative Instruments
· Initial Public Offerings
· Warrants
· Convertible Securities
· When-Issued, Delayed-Delivery, or Forward Commitment Transactions
· Illiquid and Restricted Securities
· Repurchase Agreements
· Reverse Repurchase Agreements
· Temporary Investments
· Borrowing
· Lending Portfolio Securities
· Short Sales Against the Box
A Portfolio may sell its portfolio securities, regardless of the length of time that they have been held, if First Trust and/or the Investment Managers determine that it would be in that Portfolios best interest to do so. It may be appropriate to buy or sell portfolio securities due to economic, market, or other factors that are not within the control of First Trust or the Investment Managers. Such transactions will increase a Portfolios portfolio turnover. Portfolio turnover is generally the percentage computed by dividing the lesser of purchases and sales by the monthly average value of the portfolios. A 100% portfolio turnover rate would occur if all of the long-term securities in a portfolio of investments were replaced during a given period. High portfolio turnover (100% or more per year) results in higher brokerage commission expenses and other transaction costs, which will reduce the Portfolios investment performance.
The net asset value per share (NAV) of each Portfolio is determined as of the time of the close of regular trading on the New York Stock Exchange (the NYSE) (which is normally 4:00 p.m. Eastern Time) on each day that the NYSE is open for business. NAV is determined by dividing the value of a Portfolios total assets, less any liabilities, by the number of total shares of that Portfolio outstanding. In general, assets of a Portfolio are valued on the basis of market quotations. However, in certain limited circumstances where market quotations are not readily available or are believed to be inaccurate, assets are valued by methods that are believed to accurately reflect their fair value. Because NAV is calculated and purchases may be made only on business days, and because securities traded on foreign exchanges may trade on other days, the value of the investments of a Portfolio may change on days when shares cannot be purchased or redeemed.
PURCHASE AND REDEMPTION OF SHARES:
Purchases of Portfolio shares may be made only by separate accounts of Participating Insurance Companies for the purpose of investing assets attributable to variable annuity contracts and variable life insurance policies (Contractholders). The separate accounts of the Participating Insurance Companies place orders to purchase and redeem shares of the Trust based on, among other things, the amount of premium payments to be invested and the amount of surrender and transfer requests to be effected on that day under the variable annuity contracts and variable life insurance policies. Orders are effected on days on which the NYSE is open for trading. Orders received by the Participating Insurance Company before
7
the close of regular trading on the NYSE (which is normally 4:00 p.m. Eastern Standard Time) are effected at the NAV determined as of the NYSE close on that same day. Orders received after the NYSE close are effected at the NAV calculated the next business day. Payment for redemptions will be made within seven days after the request is received. The Trust does not assess any transaction or other surrender fees, either when it sells or when it redeems its securities. However, surrender charges, mortality and expense risk fees and other charges may be assessed by Participating Insurance Companies under the variable annuity contracts or variable life insurance policies. Please refer to the prospectuses for the variable annuity contracts and variable insurance policies for further information on these fees.
As of the date of this Prospectus, American Skandia Life Assurance Corporation (ASLAC), Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey (collectively, Prudential Insurance), and Kemper Investors Life Insurance Company are the only Participating Insurance Companies. Certain conflicts of interest may arise as a result of investment in the Trust by various insurance companies for the benefit of their Contractholders. These conflicts could arise because of differences in the tax treatment of the various investors, because of actions of the Participating Insurance Companies or other reasons. The Trust does not currently expect that any material conflicts of interest will arise. Nevertheless, the Trustees intend to monitor events in order to identify any material irreconcilable conflicts and to determine what action, if any, should be taken in response to such conflicts. Should any conflict arise that would require a substantial amount of assets to be withdrawn from the Trust, orderly portfolio management could be disrupted.
The Trust is part of the group of investment companies advised by PI and/or ASISI that seeks to prevent patterns of frequent purchases and redemptions of shares by its investors (the PI funds). Frequent purchases and redemptions may adversely affect performance and the interests of long-term investors. When an investor engages in frequent or short-term trading, the PI funds may have to sell portfolio securities to have the cash necessary to pay the redemption amounts. This can happen when it is not advantageous to sell any securities, so the PI funds performance may be hurt. When large dollar amounts are involved, frequent trading can also make it difficult to use long-term investment strategies because the PI funds cannot predict how much cash they will have to invest. In addition, if a PI fund is forced to liquidate investments due to short-term trading activity, it may incur increased brokerage and tax costs. Similarly, the PI funds may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of short-term trading. Moreover, frequent or short-term trading by certain investors may cause dilution in the value of PI fund shares held by other investors. PI funds that invest in foreign securities may be particularly susceptible to frequent trading because time zone differences among international stock markets can allow an investor engaging in short-term trading to exploit fund share prices that may be based on closing prices of foreign securities established some time before the fund calculates its own share price. PI funds that invest in certain fixed-income securities, such as high-yield bonds or certain asset-backed securities, may also constitute effective vehicles for an investors frequent trading strategies.
The Boards of Directors/Trustees of the PI funds, including the Trust, have adopted policies and procedures designed to discourage or prevent frequent trading by investors. The policies and procedures for the Trust are limited, however, because ASLAC, Prudential Insurance and other insurance companies maintain the individual contract owner accounts for investors in the Trust Portfolios. In particular, each insurance company submits to the Trust transfer agent aggregate orders combining the transactions of many investors, and therefore the Trust and its transfer agent cannot monitor investments by individual investors. The policies and procedures require the Trust to communicate in writing to each Participating Insurance Company that the Trust expects the insurance company to impose restrictions on transfers by contract owners. In addition, the Trust receives reports on the trading restrictions imposed by ASLAC and Prudential Insurance on variable contract owners investing in the Portfolios, and the Trust monitors the aggregate cash flows received from unaffiliated insurance companies. The Trust also employs fair value pricing procedures to deter frequent trading. Finally, the Trust and its transfer agent reserve the right to reject all or a portion of a purchase order from a Participating Insurance Company. If a purchase order is rejected, the purchase amount will be returned to the Participating Insurance Company.
Certain Trust Portfolios invest primarily in one or more other Trust Portfolios (Underlying Portfolios). As a result, these Trust Portfolios may own a significant portion of the shares of the Underlying Portfolios. To the extent shares of the Underlying Portfolios are held by other Trust Portfolios, the Underlying Portfolios policies and procedures designed to discourage or prevent frequent trading are enforced by such Trust Portfolios rather than by the Underlying Portfolios. Reallocations in the Underlying Portfolios by a Trust Portfolio in furtherance of that Trust Portfolios investment objective are not considered to be frequent or short-term trading.
Investors seeking to engage in frequent trading activities may use a variety of strategies to avoid detection and, despite the efforts of the Trust and the Participating Insurance Companies to prevent such trading, there is no guarantee that the
8
Trust or the Participating Insurance Companies will be able to identify these investors or curtail their trading practices. Therefore, some Trust investors may be able to engage in frequent trading, and, if they do, the other Trust investors would bear any harm caused by that frequent trading. The Trust does not have any arrangements intended to permit trading in contravention of the policies described above.
For information about the trading limitations applicable to you, please see the prospectus for your variable contract or contact your insurance company.
9
Investment Managers and Portfolio Managers:
American Skandia Investment Services, Inc. , One Corporate Drive, Shelton, Connecticut, has served as Investment Manager to the Trust since 1992, and serves as co-investment manager to a total of 63 investment company portfolios (including the Portfolios of the Trust). ASISI serves as co-manager of the Trust along with Prudential Investments LLC . PI is located at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey, and also serves as investment manager to the investment companies that comprise the Prudential mutual funds. As co-manager, PI also provides supervision and oversight of ASISIs investment management responsibilities with respect to the Trust.
The Trusts Investment Management Agreements, on behalf of each Portfolio, with ASISI and PI (the Management Agreements), provide that the Investment Managers will furnish each Trust Portfolio with investment advice and administrative services subject to the supervision of the Board of Trustees and in conformity with the stated policies of the Trust Portfolio. The Investment Managers must also provide, or obtain and supervise, the executive, administrative, accounting, custody, transfer agent and shareholder servicing services that are deemed advisable by the Trustees.
The Investment Managers have engaged various sub-advisors (the Sub-Advisors) to conduct the investment programs of the Trust Portfolios, including the purchase, retention and sale of portfolio securities. The Investment Managers are responsible for monitoring the activities of the Sub-Advisors and reporting on such activities to the Trustees. The Trust has obtained an exemption from the Securities and Exchange Commission (the Commission) that permits the Investment Managers, subject to approval by the Board of Trustees of the Trust, to change Sub-Advisors for a Trust Portfolio, including the Portfolios, and to enter into new sub-advisory agreements, without obtaining shareholder approval of the changes. This exemption (which is similar to exemptions granted to other investment companies that are organized in a manner similar to the Trust) is intended to facilitate the efficient supervision and management of the Sub-advisors by the Investment Managers and the Trustees.
Under normal conditions, the Investment Managers will determine the division of the assets and cash flows for each Trust Portfolio among the applicable Sub-Advisors. All daily cash inflows (that is, purchases and reinvested distributions) and outflows (that is, redemptions and expense items) will be divided among the Sub-Advisors as the Investment Managers deem appropriate. The Investment Managers may change the target allocation of assets among the Sub-advisors, transfer assets between Sub-advisors, or change the allocation of cash inflows or cash outflows among Sub-advisors for any reason and at any time without prior notice. As a consequence, the Investment Managers may allocate assets or cash flows from a portfolio segment that has appreciated more to another portfolio segment.
Reallocations among the Sub-Advisors may result in additional costs since sales of securities may result in higher portfolio turnover. Also, because the Sub-Advisors select portfolio securities independently, it is possible that a security held by a portfolio segment may also be held by another portfolio segment of the Trust Portfolio or that certain Sub-Advisors may simultaneously favor the same industry. The Investment Managers will monitor the overall portfolio to ensure that any such overlaps do not create an unintended industry concentration. In addition, if a Sub-Advisor buys a security as another Sub-Advisor sells it, the net position of the Trust Portfolio in the security may be approximately the same as it would have been with a single portfolio and no such sale and purchase, but the Trust Portfolio will have incurred additional costs. The Investment Managers will consider these costs in determining the allocation of assets and cash flows. The Investment Managers will consider the timing of asset and cash flow reallocations based upon the best interests of the Trust Portfolio and its shareholders.
A discussion regarding the basis for the Boards approval of the Trusts investment advisory agreements is available in the Trusts semi-annual report (for agreements approved during the six month period ended June 30) and in the Trusts annual report (for agreements approved during the six month period ended December 31). To that end, a discussion regarding the basis for the Boards approval of the investment advisory agreements for the Portfolios is available in the Trusts most recent annual report.
Sub-Advisor and Portfolio Managers:
The SAI provides additional information about each portfolio managers compensation, other accounts that each portfolio manager manages, and each portfolio managers ownership of Trust securities.
10
First Trust Advisors L.P. is responsible for managing an investment program of each Portfolio, subject to the supervision of the Investment Managers and the Board. Robert F. Carey, Roger F. Testin, Jon C. Erickson, David G. McGarel, Walter Stubbings and Daniel J. Lindquist comprise the Investment Committee of First Trust that is responsible for the day-to-day management of each Portfolio.
First Trust, located in Lisle, Illinois, currently manages twelve portfolios in various insurance products on the American Skandia platform. Certain of these portfolios, known collectively as the First Defined Portfolio Fund, LLC, first appeared on the American Skandia platform in October 1999. One new portfolio was added to the American Skandia platform in May 2005. First Trust and First Trust Portfolios L.P. (FTP) were established in 1991 and at December 31, 2005 had approximately $21.92 billion in assets under management and supervision, of which approximately $400 million was invested in trusts serving as underlying funds for variable annuity and insurance contracts.
Mr. Lindquist rejoined First Trust in April 2004 after serving as Chief Operating Officer of Mina Capital Management LLC from January 2004 to April 2004 and Samaritan Asset Management LLC from 2000 to 2003 and is a Senior Vice President of First Trust and FTP. Mr. Lindquist is Chairman of the Investment Committee and presides over Investment Committee meetings. Mr. Carey has been with First Trust for 14 years and is the Chief Investment Officer and Senior Vice President of First Trust and Senior Vice President of FTP. As First Trusts Chief Investment Officer, Mr. Carey consults with the Investment Committee on market conditions and First Trusts general investment philosophy. Mr. Erickson has been with First Trust for 12 years and is a Senior Vice President of First Trust and FTP. As the head of First Trusts Equity Research Group, Mr. Erickson is responsible for determining the securities to be purchased and sold by funds that do not utilize quantitative investment strategies. Mr. McGarel has been with First Trust for 8 years and is a Senior Vice President of First Trust and FTP. As the head of First Trusts Strategy Research Group, Mr. McGarel is responsible for developing and implementing quantitative investment strategies for those funds that have investment policies that require them to follow such strategies. Since August 2001, Mr. Testin has been a Senior Vice President of First Trust. Prior to joining First Trust, Mr. Testin was an analyst for Dolan Capital Management. As the head of First Trusts Portfolio Management Group, Mr. Testin is responsible for executing the instructions of the Strategy Research Group and Equity Research Group in the funds portfolio. Mr. Stubbings joined First Trust in July 2004 after serving as Assistant Vice President of Kansas City Life Insurance Company from May 1999 to July 2004. Mr. Stubbings background also includes 9 years of fixed-income portfolio management with GE Financial Assurance (formerly The Signature Group). Mr. Stubbings is a Vice President of First Trust and FTP.
Investment Management Fees. ASISI and/or PI receives a fee, payable each month, from each Portfolio at the annual rate of 0.85% of the average daily net assets of each Portfolio. The Investment Managers have voluntarily undertaken to waive 0.05% of the management fee on assets of each Portfolio in excess of $1 billion. Each waiver is voluntary and may be modified or terminated at any time without prior notice. Each Portfolios management fee is accrued daily for the purposes of determining the sale and redemption price of the Portfolios shares. More information about investment management fees for the Portfolios is set forth under the caption Investment Advisory and Other Services in the SAI.
The Investment Managers pay First Trust a portion of such fee for the performance of the sub-advisory services at no additional cost to any Portfolio. More information about the fees payable by the Investment Managers to First Trust is set forth under the caption Investment Advisory and Other Services in the SAI. Sub-Advisory fees are not paid by the Portfolios.
Other Expenses. In addition to Investment Management fees, each Portfolio pays other expenses, including costs incurred in connection with the maintenance of its securities law registrations, printing and mailing prospectuses and statements of additional information to shareholders, certain office and financial accounting services, taxes or governmental fees, brokerage commissions, custodial, transfer and shareholder servicing agent costs, expenses of outside counsel and independent accountants, preparation of shareholder reports and expenses of trustee and shareholder meetings. Each Portfolio also pays Participating Insurance Companies a fee equal to 0.10% of the assets attributable to those companies for printing and delivering certain documents (including prospectuses, semi-annual and annual reports and any proxy materials) to holders of variable annuity contracts and variable life insurance policies whose assets are invested in the Portfolios as well as for other administrative services.
11
Each Portfolio currently intends to be treated as a partnership for federal income tax purposes. As a result, each Portfolios income, gains, losses, deductions, and credits will be passed through pro rata directly to the Participating Insurance Companies and retain the same character for federal income tax purposes. The Portfolios intend to distribute substantially all their net investment income and gains. Distributions will be made to the various separate accounts of the Participating Insurance Companies in the form of additional shares (not in cash).
Holders of variable annuity contracts or variable life insurance policies should consult the prospectuses of their respective contracts or policies for information on the federal income tax consequences to such holders. In addition, variable contract owners may wish to consult with their own tax advisors as to the tax consequences of investments in the Trust, including the application of state and local taxes.
CERTAIN RISK FACTORS AND INVESTMENT METHODS:
Common and preferred stocks represent shares of ownership in a company. Generally, preferred stock has a specified dividend and ranks after bonds and before common stocks in its claim on the companys income for purposes of receiving dividend payments and on the companys assets in the event of liquidation. After other claims are satisfied, common stockholders participate in company profits on a pro rata basis; profits may be paid out in dividends or reinvested in the company to help it grow. Common and preferred stocks can experience sharp declines in value over short or extended periods of time, regardless of the success or failure of a companys operations. Stocks can decline for many reasons, including due to adverse economic, financial, or political developments and developments related to the particular company, the industry of which it is a part, or the securities markets generally.
Consistent with each Portfolios investment policies, each Portfolio may invest in the following types of fixed-income securities:
· securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises;
· corporate debt securities of U.S. and non-U.S. issuers, including convertible securities and corporate commercial paper;
· mortgage-backed and other asset-backed securities;
· inflation-indexed bonds issued both by governments and corporations;
· structured notes, including hybrid or indexed securities, event-linked bonds and loan participations;
· delayed funding loans and revolving credit facilities;
· bank certificates of deposit, fixed time deposits and bankers acceptances;
· repurchase agreements and reverse repurchase agreements;
· debt securities issued by states or local governments and their agencies, authorities and other government-sponsored enterprises;
· obligations of non-U.S. governments or their subdivisions, agencies and government-sponsored enterprises; and
· obligations of international agencies or supranational entities.
Each Portfolio also may invest in derivatives based on fixed-income instruments.
Fixed-income securities are generally subject to two kinds of risk: credit risk and interest rate risk. Credit risk relates to the ability of the issuer to meet interest and principal payments as they come due. The ratings given to a security by Moodys and S&P, which are described in detail in an Appendix to the SAI, provide a generally useful guide as to such credit risk. The lower the rating, the greater the credit risk the rating service perceives to exist with respect to the security. The Portfolios will limit their respective investments in debt obligations rated at least investment grade by Moodys, S&P, or another major rating service, and unrated debt obligations that First Trust believes are comparable in quality.
Increasing the amount of Portfolio assets invested in lower-rated securities generally will increase the Portfolios income, but also will increase the credit risk to which the Portfolio is subject. Interest rate risk relates to the fact that the prices of fixed-income securities generally will be affected by changes in the level of interest rates in the markets generally. An increase in interest rates will tend to reduce the prices of such securities, while a decline in interest rates will tend to
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increase their prices. In general, the longer the maturity or duration of a fixed-income security, the more its value will fluctuate with changes in interest rates.
Each Portfolio is subject to foreign investment risk due to its investments in foreign equity and fixed-income securities, including emerging markets securities.
General. Investments in securities of foreign issuers may involve risks that are not present with domestic investments. While investments in foreign securities can reduce risk by providing further diversification, such investments involve sovereign risks in addition to the credit and market risks to which securities generally are subject. Sovereign risks include local political or economic developments, potential nationalization, withholding taxes on dividend or interest payments, and currency blockage (which would prevent cash from being brought back to the United States). Compared to United States issuers, there is generally less publicly available information about foreign issuers and there may be less governmental regulation and supervision of foreign stock exchanges, brokers and listed companies. Foreign issuers are not generally subject to uniform accounting and auditing and financial reporting standards, practices and requirements comparable to those applicable to domestic issuers. In some countries, there may also be the possibility of expropriation or confiscatory taxation, difficulty in enforcing contractual and other obligations, political or social instability or revolution, or diplomatic developments that could affect investments in those countries.
Securities of some foreign issuers are less liquid and their prices are more volatile than securities of comparable domestic issuers. Further, it may be more difficult for the Trusts agents to keep currently informed about corporate actions and decisions that may affect the price of portfolio securities. Brokerage commissions on foreign securities exchanges, which may be fixed, may be higher than in the United States. Settlement of transactions in some foreign markets may be less frequent or less reliable than in the United States, which could affect the liquidity of investments. For example, securities that are traded in foreign markets may trade on days (such as Saturday or Holidays) when a Portfolio does not compute its price or accept purchase or redemption orders. As a result, a shareholder may not be able to act on developments taking place in foreign countries as they occur.
American Depositary Receipts (ADRs), European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), and International Depositary Receipts (IDRs). ADRs are U.S. dollar-denominated receipts generally issued by a domestic bank evidencing its ownership of a security of a foreign issuer. ADRs generally are publicly traded in the United States. ADRs are subject to many of the same risks as direct investments in foreign securities, although ownership of ADRs may reduce or eliminate certain risks associated with holding assets in foreign countries, such as the risk of expropriation. EDRs, GDRs and IDRs are receipts similar to ADRs that typically trade in countries other than the United States.
Depositary receipts may be issued as sponsored or unsponsored programs. In sponsored programs, the issuer makes arrangements to have its securities traded as depositary receipts. In unsponsored programs, the issuer may not be directly involved in the program. Although regulatory requirements with respect to sponsored and unsponsored programs are generally similar, the issuers of unsponsored depositary receipts are not obligated to disclose material information in the United States and, therefore, the import of such information may not be reflected in the market value of such securities.
Emerging Markets Countries. Many of the risks described above with respect to investing in foreign issuers are accentuated when the issuers are located in developing countries. Emerging markets include those in countries defined as emerging or developing by the World Bank. Emerging markets countries may be politically and/or economically unstable, and the securities markets in those countries may be less liquid or subject to inadequate government regulation and supervision. Emerging markets countries have often experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, causing the value of investments in companies located in these countries to decline. Securities of issuers in emerging markets countries may be more volatile and, in the case of debt securities, more uncertain as to payment of interest and principal. Investments in developing countries may include securities created through the Brady Plan, under which certain heavily-indebted countries have restructured their bank debt into bonds.
Currency Fluctuations. Investments in foreign securities may be denominated in foreign currencies. The value of a Portfolios investments denominated in foreign currencies may be affected, favorably or unfavorably, by exchange rates and exchange control regulations. A Portfolios share price may, therefore, also be affected by changes in currency exchange rates. Foreign currency exchange rates generally are determined by the forces of supply and demand in foreign exchange markets, including perceptions of the relative merits of investment in different countries, actual or perceived changes in
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interest rates or other complex factors. Currency exchange rates also can be affected unpredictably by the intervention or the failure to intervene by U.S. or foreign governments or central banks, or by currency controls or political developments in the U.S. or abroad. In addition, a Portfolio may incur costs in connection with conversions between various currencies.
Foreign Currency Transactions. A Portfolio that invests in securities denominated in foreign currencies will need to engage in foreign currency exchange transactions. Such transactions may occur on a spot basis at the exchange rate prevailing at the time of the transaction. Alternatively, a Portfolio may enter into forward foreign currency exchange contracts. A forward contract involves an obligation to purchase or sell a specified currency at a specified future date at a price set at the time of the contract. A Portfolio may enter into a forward contract to increase exposure to a foreign currency when it wishes to lock in the U.S. dollar price of a security it expects to or is obligated to purchase or sell in the future. This practice may be referred to as transaction hedging. In addition, when First Trust believes that the currency of a particular country may suffer or enjoy a significant movement compared to another currency, the Portfolio may enter into a forward contract to sell or buy the first foreign currency (or a currency that acts as a proxy for such currency). This practice may be referred to as portfolio hedging. In any event, the precise matching of the forward contract amounts and the value of the securities involved generally will not be possible. No Portfolio will enter into a forward contract if it would be obligated to sell an amount of foreign currency in excess of the value of its securities or other assets denominated in or exposed to that currency, or will sell an amount of proxy currency in excess of the value of securities denominated in or exposed to the related currency unless open positions in forwards used for non-hedging purposes are covered by the segregation on the Portfolios records of assets determined to be liquid and marked to market daily. The effect of entering into a forward contract on a Portfolios share price will be similar to selling securities denominated in one currency and purchasing securities denominated in another. Although a forward contract may reduce a Portfolios losses on securities denominated in foreign currency, it may also reduce the potential for gain on the securities if the currencys value moves in a direction not anticipated by First Trust. In addition, foreign currency hedging may entail significant transaction costs.
General. Each Portfolio may invest in securities and other instruments that are commonly referred to as derivatives. For instance, a Portfolio may purchase and write (sell) call and put options on securities, securities indices and foreign currencies, enter into futures contracts and use options on futures contracts, and enter into swap agreements with respect to foreign currencies, interest rates, and securities indices. In general, derivative instruments are securities or other instruments whose value is derived from or related to the value of some other instrument or asset.
There are many types of derivatives and many different ways to use them. Some derivatives and derivative strategies involve very little risk, while others can be extremely risky and can lead to losses in excess of the amount invested in the derivative. A Portfolio may use derivatives to hedge against changes in interest rates, foreign currency exchange rates or securities prices, to generate income, as a low cost method of gaining exposure to a particular securities market without investing directly in those securities, or for other reasons.
The use of these strategies involves certain special risks, including the risk that the price movements of derivative instruments will not correspond exactly with those of the investments from which they are derived. In addition, strategies involving derivative instruments that are intended to reduce the risk of loss can also reduce the opportunity for gain. Furthermore, regulatory requirements for a Portfolio to set aside assets to meet its obligations with respect to derivatives may result in a Portfolio being unable to purchase or sell securities when it would otherwise be favorable to do so, or in a Portfolio needing to sell securities at a disadvantageous time. A Portfolio may also be unable to close out its derivatives positions when desired. No assurance can be given that a Portfolio will engage in derivative transactions. Certain derivative instruments and some of their risks are described in more detail below.
Options. The Portfolios may purchase or write (sell) call or put options on securities, financial indices, currencies, or swaps. The purchaser of an option on a security or currency obtains the right to purchase (in the case of a call option) or sell (in the case of a put option) the security or currency at a specified price within a limited period of time. Upon exercise by the purchaser, the writer (seller) of the option has the obligation to buy or sell the underlying security at the exercise price. An option on a securities index is similar to an option on an individual security, except that the value of the option depends on the value of the securities comprising the index, and all settlements are made in cash.
A Portfolio will pay a premium to the party writing the option when it purchases an option. In order for a call option purchased by a Portfolio to be profitable, the market price of the underlying security must rise sufficiently above the exercise price to cover the premium and other transaction costs. Similarly, in order for a put option to be profitable, the
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market price of the underlying security must decline sufficiently below the exercise price to cover the premium and other transaction costs.
Generally, the Portfolios will write call options only if they are covered (i.e., the Portfolio owns the security subject to the option or has the right to acquire it without additional cost or, if additional cash consideration is required, cash or other assets determined to be liquid in such amount are segregated on the Portfolios records). By writing a call option, a Portfolio assumes the risk that it may be required to deliver a security for a price lower than its market value at the time the option is exercised. Effectively, a Portfolio that writes a covered call option gives up the opportunity for gain above the exercise price should the market price of the underlying security increase, but retains the risk of loss should the price of the underlying security decline. A Portfolio will write call options in order to obtain a return from the premiums received and will retain the premiums whether or not the options are exercised, which will help offset a decline in the market value of the underlying securities. A Portfolio that writes a put option likewise receives a premium, but assumes the risk that it may be required to purchase the underlying security at a price in excess of its current market value.
A Portfolio may sell an option that it has previously purchased prior to the purchase or sale of the underlying security. Any such sale would result in a gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the option. A Portfolio may terminate an option it has written by entering into a closing purchase transaction in which it purchases an option of the same series as the option written.
Futures Contracts and Related Options. Each Portfolio may enter into financial futures contracts and related options. The seller of a futures contract agrees to sell the securities or currency called for in the contract and the buyer agrees to buy the securities or currency at a specified price at a specified future time. Financial futures contracts may relate to securities indices, interest rates or foreign currencies. Futures contracts are usually settled through net cash payments rather than through actual delivery of the securities underlying the contract. For instance, in a stock index futures contract, the two parties agree to take or make delivery of an amount of cash equal to a specified dollar amount times the difference between the stock index value when the contract expires and the price specified in the contract. A Portfolio may use futures contracts to hedge against movements in securities prices, interest rates or currency exchange rates, or as an efficient way to gain exposure to these markets.
An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in the contract at the exercise price at any time during the life of the option. The writer of the option is required upon exercise to assume the opposite position.
Swap Agreements and Options on Swap Agreements. Each Portfolio may engage in swap transactions, including, but not limited to, swap agreements on interest rates, security or commodity indices, specific securities and commodities, and credit and event-linked swaps. To the extent a Portfolio may invest in foreign currency-denominated securities, it may also invest in currency exchange rate swap agreements. Each Portfolio may also enter into options on swap agreements (swap options), credit default swap agreements and total return swap agreements. Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year.
Each Portfolio may enter into swap transactions for any legal purpose consistent with its investment objective and policies, such as for the purpose of attempting to obtain or preserve a particular return or spread at a lower cost than obtaining a return or spread through purchases and/or sales of instruments in other markets, to protect against currency fluctuations, as a duration management technique, to protect against any increase in the price of securities a Portfolio anticipates purchasing at a later date, or to gain exposure to certain markets in the most economical way possible. Each Portfolio will not enter into a swap agreement with any single party if the net amount owed or to be received under existing contracts with that party would exceed 5% of the Portfolios total assets.
Risks of Options, Futures Contracts and Swaps. Options, futures contracts and swaps can be highly volatile and their use can reduce a Portfolios performance. Successful use of these strategies requires the ability to predict future movements in securities prices, interest rates, currency exchange rates, commodity index prices, and other economic factors. If First Trust seeks to protect a Portfolio against potential adverse movements in the relevant financial markets using these instruments, and such markets do not move in the predicted direction, the Portfolio could be left in a less favorable position than if such strategies had not been used. A Portfolios potential losses from the use of futures extends beyond its initial investment in such contracts.
Among the other risks inherent in the use of options, futures, and swaps are: (a) the risk of imperfect correlation between the price of options, futures, and swaps and the prices of the securities or currencies to which they relate, (b) the
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fact that skills needed to use these strategies are different from those needed to select portfolio securities and (c) the possible need to defer closing out certain positions to avoid adverse tax consequences. With respect to options on stock indices, commodity indices, and stock index futures, the risk of imperfect correlation increases the more the holdings of the Portfolio differ from the composition of the relevant index. These instruments may not have a liquid secondary market. Option positions established in the over-the-counter market and swaps may be particularly illiquid and may also involve the risk that the other party to the transaction fails to meet its obligations.
The Portfolios may participate in the initial public offering (IPO) market, and a portion of a Portfolios returns may be attributable to investments in IPOs. There is no guarantee that as a Portfolios assets grow it will be able to experience significant improvement in performance by investing in IPOs. A Portfolios purchase of shares issued as part of, or a short period after, companies IPOs, exposes it to the risks associated with companies that have little operating history as public companies, as well as to the risks inherent in those sectors of the market where these new issuers operate. The market for IPO issuers has been volatile, and share prices of newly-public companies have fluctuated in significant amounts over short periods of time.
The Portfolios also may invest in warrants. Warrants are options to buy a stated number of shares of common stock at a specified price any time during the life of the warrants. The value of warrants may fluctuate more than the value of the securities underlying the warrants. A warrant will expire without value if the rights under such warrant are not exercised prior to its expiration date.
The Portfolios also may invest in convertible securities. Convertible securities are bonds, notes, debentures and preferred stocks that may be converted into or exchanged for shares of common stock. Many convertible securities are rated below investment grade because they fall below ordinary debt securities in order of preference or priority on the issuers balance sheet. Convertible securities generally participate in the appreciation or depreciation of the underlying stock into which they are convertible, but to a lesser degree. Frequently, convertible securities are callable by the issuer, meaning that the issuer may force conversion before the holder would otherwise choose.
When-Issued, Delayed-Delivery or Forward Commitment Transactions
Each Portfolio may purchase securities on a when-issued, delayed-delivery or forward commitment basis. These transactions generally involve the purchase of a security with payment and delivery due at some time in the future. A Portfolio does not earn interest on such securities until settlement and bears the risk of market value fluctuations in between the purchase and settlement dates. If the seller fails to complete the sale, the Portfolio may lose the opportunity to obtain a favorable price and yield. While a Portfolio will generally engage in such when-issued, delayed-delivery and forward commitment transactions with the intent of actually acquiring the securities, the Portfolio may sell such a security prior to the settlement date.
Each Portfolio also may sell securities on a delayed-delivery or forward commitment basis. If a Portfolio does so, it will not participate in future gains or losses on the security. If the other party to such a transaction fails to pay for the securities, the Portfolio could suffer a loss.
Illiquid and Restricted Securities
Subject to guidelines adopted by the Trustees of the Trust, each Portfolio may invest up to 15% of its net assets in illiquid securities. Illiquid securities are those that, because of the absence of a readily available market or due to legal or contractual restrictions on resale, cannot be sold within seven days in the ordinary course of business at approximately the amount at which the Portfolio has valued the investment. Therefore, a Portfolio may find it difficult to sell illiquid securities at the time considered most advantageous by First Trust and may incur expenses that would not be incurred in the sale of securities that were freely marketable.
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Certain securities that would otherwise be considered illiquid because of legal restrictions on resale to the general public may be traded among qualified institutional buyers under Rule 144A of the Securities Act of 1933. These Rule 144A securities, and well as commercial paper that is sold in private placements under Section 4(2) of the Securities Act, may be deemed liquid by First Trust under the guidelines adopted by the Trustees of the Trust. However, the liquidity of a Portfolios investments in Rule 144A securities could be impaired if trading does not develop or declines.
Each Portfolio may enter into repurchase agreements. Repurchase agreements are agreements by which a Portfolio purchases a security and obtains a simultaneous commitment from the seller to repurchase the security at an agreed upon price and date. The resale price is in excess of the purchase price and reflects an agreed upon market rate unrelated to the coupon rate on the purchased security. Repurchase agreements must be fully collateralized and can be entered into only with well-established banks and broker-dealers that have been deemed creditworthy by the First Trust. Repurchase transactions are intended to be short-term transactions, usually with the seller repurchasing the securities within seven days. Repurchase agreements that mature in more than seven days are subject to the Portfolios limit on illiquid securities.
A Portfolio that enters into a repurchase agreement may lose money in the event that the other party defaults on its obligation and the Portfolio is delayed or prevented from disposing of the collateral. A Portfolio also might incur a loss if the value of the collateral declines, and it might incur costs in selling the collateral or asserting its legal rights under the agreement. If a defaulting seller filed for bankruptcy or became insolvent, disposition of collateral might be delayed pending court action.
The Portfolios may enter into reverse repurchase agreements. In a reverse repurchase agreement, the Portfolio sells a portfolio instrument and agrees to repurchase it at an agreed upon date and price, which reflects an effective interest rate. It may also be viewed as a borrowing of money by the Portfolio and, like borrowing money, may increase fluctuations in a Portfolios share price. When entering into a reverse repurchase agreement, a Portfolio must set aside on its books cash or other liquid assets in an amount sufficient to meet its repurchase obligation.
Each Portfolio may, without limit as to the percentage of its assets, purchase U.S. government securities or short-term debt securities pending investments in other securities consistent with its investment objective or for temporary defensive purposes. Short-term debt securities are securities from issuers having a long-term rating of at least A or higher by S&P or Moodys and having a maturity of one year or less. Short-term debt securities include, without limitation, the following: (1) U.S. government securities issued or guaranteed by the U.S. Treasury or by U.S. government agencies or instrumentalities, including the Government National Mortgage Association (whose securities are supported by the full faith and credit of the United States), the Federal Home Loan Banks (whose securities are supported by the right of the agency to borrow from the U.S. Treasury), Fannie Mae (whose securities are supported by the discretionary authority of the U.S. government to purchase certain obligations of the agency), and the Student Loan Marketing Association (whose securities are supported only by its credit), (2) certificates of deposit issued against funds deposited in a bank or savings and loan association, (3) bankers acceptances which are short-term credit instruments used to finance commercial transactions, (4) repurchase agreements, (5) bank time deposits, and (6) commercial paper, which are short-term promissory notes, including variable rate master demand notes issued by corporations to finance their current operations.
Each Portfolio may borrow money from banks or broker-dealers. Each Portfolios borrowings are limited so that immediately after such borrowing the value of the Portfolios assets (including borrowings) less its liabilities (not including borrowings) is at least three times the amount of the borrowings. Should a Portfolio, for any reason, have borrowings that do not meet the above test, such Portfolio must reduce such borrowings so as to meet the necessary test within three business days. If a Portfolio borrows money, its share price may fluctuate more widely until the borrowing is repaid.
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Each Portfolio may lend securities with a value of up to 33 1 ¤ 3 % of its total assets to broker-dealers, institutional investors, or others (collectively, a Borrower) for the purpose of realizing additional income. Voting rights on loaned securities typically pass to the Borrower, although a Portfolio has the right to terminate a securities loan, usually within three business days, in order to vote on significant matters or for other reasons. All securities loans 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. Any cash collateral received by a Portfolio in connection with such loans normally will be invested in short-term instruments, which may not be immediately liquid under certain circumstances. Any losses resulting from the investment of cash collateral would be borne by the lending Portfolio. The Portfolio could also suffer a loss where the value of the collateral falls below the market value of the borrowed securities, in the event of a Borrowers default. These events could trigger adverse tax consequences to a Portfolio. Lending securities involves certain other risks, including the risk that the Portfolio will be delayed or prevented from recovering the collateral if the Borrower fails to timely return a loaned security and the risk that an increase in interest rates may result in unprofitable securities loans made to Borrowers.
Each Portfolio may make short sales against the box. A short sale against the box involves selling a security that the Portfolio owns, or has the right to obtain without additional costs, for delivery at a specified date in the future. A Portfolio may make a short sale against the box to hedge against anticipated declines in the market price of a portfolio security. If the value of the security sold short increases instead, the Portfolio loses the opportunity to participate in the gain.
DISCLOSURE OF PORTFOLIO HOLDINGS:
A description of the Trusts policies and procedures with respect to the disclosure of each Portfolios portfolio securities is described in the SAI and on the Trusts website at www.americanskandia.prudential.com . The Trust will provide a full list of the securities held by each Portfolio on the Trusts website at www.americanskandia.prudential.com , in accordance with those policies and procedures. The Trust will also file a list of securities held by each Portfolio with the SEC as of the end of each quarter. The Trusts quarterly portfolio holdings filings are available on the Commissions website at http://www.sec.gov .
Because the Portfolios had not commenced operations as of December 31, 2005, no financial highlights data is provided.
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Investment Strategies for the Portfolios
In selecting securities for this strategy, First Trust follows an investment strategy that invests in securities identified by applying certain screens to the Dow Jones Corporate Bond Index. This strategy emphasizes high credit quality, liquidity, diversification, issuer fundamentals, and duration management.
· Step 1: Begin with the universe of bonds that comprise the Dow Jones Corporate Bond Index on or about the applicable security selection date. The Dow Jones Corporate Bond Index identifies bonds with an investment-grade credit rating of no less than Baa3 as rated by Moodys Investors Service (or rated of similar quality by another rating agency).
· Step 2: For liquidity, eliminate each bond that does not have at least $350 million principal amount in outstanding issuance.
· Step 3: Eliminate bonds based on proprietary factors including issuer fundamentals and diversification.
· Step 4: Bonds satisfying the above 3 steps are weighted across multiple sectors and maturity bands of the Dow Jones Corporate Bond Index.
· Step 5: Bonds are then selected based on availability and relative value compared to similar quality bonds within the investment grade universe. Due to poor liquidity or lack of availability, like-bonds that are not components of the Dow Jones Corporate Bond Index may be selected within the investment grade universe that have similar characteristics as the bonds identified through steps 1-4.
In the event a bond identified by the process described above is exempted from the Dow Jones Corporate Bond Index, First Trust may continue its investment in such bond or may identify an alternative bond from the Dow Jones Corporate Bond Index until the next security selection date.
Each holding is monitored and evaluated for potential credit downgrades/upgrades and issue-specific business fundamentals, and the portfolio is monitored for interest rate sensitivity through optimal duration management.
NYSE International Target 25
The NYSE ® International Target 25 Strategy stocks are selected by First Trust as follows:
· Step 1: Begin with the stocks that comprise the NYSE International 100 Index SM on or about the applicable security selection date. The Index consists of the 100 largest non-U.S. stocks trading on the New York Stock Exchange.
· Step 2: Screen for liquidity by eliminating companies with average daily trading volume below $300,000 for the prior three months.
· Step 3: Rank each remaining stock on two factors:
· Factor 1: Price to book
· Factor 2: Price to cash flow
· Lower, but positive, price to book and price to cash flow ratios are generally used as an indication of value.
· Step 4: Construct an equally-weighted portfolio of the 25 stocks with the best overall ranking on the two factors.
Global Dividend Target 15
In selecting stocks for this strategy, First Trust uses a disciplined investment strategy that invests primarily in the common stocks of the companies that are components of the Dow Jones Industrial Average (DJIA), the Financial Times Industrial Ordinary Share Index (FT Index) and the Hang Seng Index. The DJIA consists of stocks chosen by the editors of The Wall Street Journal as representative of the broad market and of American industry. The FT Index is comprised of 30 stocks chosen by the editors of The Financial Times as representative of British industry and commerce. The Hang Seng
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Index consists of 33 stocks listed on the Hong Kong Stock Exchange, and it includes companies intended to represent four major market sectors: commerce and industry, finance, properties and utilities.
This strategy primarily consists of common stocks of the five companies with the lowest per share stock price of the ten companies in each of the DJIA, FT Index and Hang Seng Index, respectively, and that have the highest dividend yields in the respective index as of the close of business on or about the applicable security selection date.
Value Line Target 25
To select the stocks for this strategy, First Trust follows a disciplined investment strategy that invests primarily in the common stocks of 25 companies selected from a subset of the stocks that receive Value Lines ® #1 ranking for Timeliness as of the close of business on or about the applicable security selection date. Value Lines ranking for Timeliness measures Value Lines view of probable price performance during the next 6 to 12 months based long-term trend of earnings, prices, recent earnings, price momentum, and earnings surprise. First Trust expects to select 25 common stocks each year through the following multi-step process from a subset of the stocks that receive Value Lines ® #1 ranking for Timeliness as of the close of business on or about the applicable security selection date:
· Step 1: Start with the 100 stocks that Value Line ® on or about the security selection date gives its #1 ranking for Timeliness, and remove the stocks of companies considered to be financial companies and the stocks of companies whose shares are not listed on a U.S. securities exchange. Rank each remaining stock on the following factors:
· 12 month price appreciation
· 6 month price appreciation
· return on assets
· price to cash flow
· Step 2: Select a market-cap weighted portfolio for the 25 stocks with the best overall ranking on the above four factors.
Securities selected by this strategy will be weighted by market capitalization subject to the restriction that no stock will comprise less than 1% or more than 7.5% of the portfolio on or about the security selection date.
Target Small Cap
The Target Small-Cap stocks are stocks with small market capitalizations that have recently exhibited certain positive financial attributes. First Trust selects stocks for this strategy as follows:
· Step 1: Select the stocks of all U.S. corporations that trade on the New York Stock Exchange (NYSE), the American Stock Exchange (AMEX) or The Nasdaq Stock Market (Nasdaq) (excluding limited partnerships, American Depositary Receipts and mineral and oil royalty trusts) as of the close of business on or about the applicable security selection date.
· Step 2: Select companies that have a market capitalization of between $150 million and $1 billion and whose stock has an average daily dollar trading volume of at least $500,000.
· Step 3: Select stocks with positive three-year sales growth.
· Step 4: From there, select those stocks whose most recent annual earnings are positive.
· Step 5: Eliminate any stock whose price has appreciated by more than 75% in the last 12 months.
· Step 6: Select the 40 stocks with the greatest price appreciation in the last 12 months based on a relative market capitalization basis (highest to lowest).
Market capitalization and average trading volume are based on 1996 dollars which are periodically adjusted for inflation. All steps are applied monthly and rolling quarterly data is used instead of annual figures where possible. Securities selected by this strategy will be weighted by market capitalization.
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The Dow Target Dividend (AST First Trust Balanced Target Portfolio only)
This investment strategy looks for common stocks issued by companies that are expected to provide income and have the potential for capital appreciation. First Trust follows a disciplined investment strategy that invests primarily in the 20 common stocks from the Dow Jones Select Dividend Index with the best overall ranking on both the change in return on assets over the last 12 months and price to book ratio as of the close of business on or about the applicable stock selection date. Specifically, this investment strategy consists of the following steps:
· Step 1: Rank all 100 stocks contained in the Dow Jones Select Dividend Index on or about the applicable security selection date (best [1] to worst [100]) by:
· Greatest change in return on assets over the last 12 months. An increase in return on assets generally indicates improving business fundamentals.
· Price to book. A lower, but positive, price to book ratio is generally used as an indication of value.
· Step 2: Select an equally-weighted portfolio of the 20 stocks with the best overall ranking on the two factors.
Nasdaq Target 15 (AST First Trust Capital Appreciation Target Portfolio only)
This investment strategy looks for common stocks issued by companies that are expected to have the potential for capital appreciation. To select the stocks for this investment strategy, First Trust follows a disciplined investment strategy that invests primarily in the common stocks of 15 companies selected from a subset of the stocks included in the NASDAQ-100 Index as of the close of business on or about the applicable security selection date.
· Step 1: Begin with the stocks that comprise the NASDAQ 100 Index. Rank each stock on the following factors:
· 12 month price appreciation
· 6 month price appreciation
· return on assets
· price to cash flow
· Step 2: Select a market-cap weighted portfolio for the 15 stocks with the best overall ranking on the four factors.
Securities selected by this strategy will be weighted by market capitalization subject to the restriction that no stock will comprise less than 1% or more than 7.5% of the portfolio on or about the security selection date.
Dow Jones Corporate Bond Index, Dow Jones Industrial Average SM , Dow SM , DIJA SM and Down Jones Select Dividend Index SM are service marks of Dow Jones & Company, Inc. (Dow Jones) and have been licensed for use for certain purposes by First Trust. Dow Jones does not endorse, sell or promote any of the Portfolios. Dow Jones makes no representation regarding the advisability of investing in such products. Except as noted herein, Dow Jones has not given First Trust or the Trust a license to use its indexes.
Value Line ® , The Value Line Investment Survey and Value Line Timeliness Ranking System are registered trademarks of Value Line Securities, Inc. or Value Line Publishing, Inc. that have been licensed to First Trust. The Portfolios are not sponsored, recommended, sold or promoted by Value Line Publishing, Inc., Value Line, Inc. or Value Line Securities, Inc. (Value Line). Value Line makes no representation regarding the advisability of investing in the Portfolios or the Trust.
NYSE ® is a registered service mark of, and NYSE International 100 Index SM is a service mark of, the New York Stock Exchange, Inc. (NYSE) and both have been licensed for use for certain purposes by First Trust. The Portfolios are not sponsored, endorsed, sold or promoted by NYSE, and NYSE makes no representation regarding the advisability of investing in such products.
The Portfolios are not sponsored, endorsed, sold or promoted by The Nasdaq Stock Market, Inc. (including its affiliates) (Nasdaq, with its affiliates, are referred to as the Corporations). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to the Portfolios. The Corporations
I- 3
make no representation or warranty, express or implied, to the owners of shares of the Portfolios or any member of the public regarding the advisability of investing in securities generally or in the Portfolios particularly, or the ability of the Nasdaq-100 Index ® to track general stock market performance. The Corporations only relationship to the First Trust (referred to as Licensee) is in the licensing of the Nasdaq 100 ® , Nasdaq-100 Index ® and Nasdaq ® trademarks or service marks, and certain trade names of the Corporations and the use of the Nasdaq-100 Index ® , which is determined, composed and calculated by Nasdaq without regard to Licensee or the Portfolios. Nasdaq has no obligation to take the needs of the Licensee or the owners of shares of the Portfolios into consideration in determining, composing or calculating the Nasdaq-100 Index ® . The Corporations are not responsible for and have not participated in the determination of the timing of, prices at or quantities of the Portfolios to be issued or in the determination or calculation of the equation by which the Portfolios are to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the Portfolios or the Trust.
The publishers of the DJIA SM , FT Index, Hang Seng Index, The Nasdaq Stock Market, Inc., Dow Jones Select Dividend Index SM , the Dow Jones Corporate Bond Index, the NYSE International 100 Index SM , and the NASDAQ 100 Index are not affiliated with the Trust or with First Trust and have not participated in creating the Portfolios or selecting the securities for the Portfolios. None of the index publishers have approved of any of the information in this Prospectus.
I- 4
American Skandia Trust
One Corporate Drive
Shelton, CT 06484
American Skandia Investment Services, Incorporated |
Prudential Investments LLC |
One Corporate Drive |
Gateway Center Three, 100 Mulberry Street |
Shelton, CT 06484 |
Newark, NJ 07102 |
First Trust Advisors L.P.
PFPC Trust Company
400 Bellevue Parkway
Wilmington, DE 19809
Transfer and Shareholder Servicing Agent
PFPC Inc.
103 Bellevue Parkway
Wilmington, DE 19809
Counsel to the Independent Trustees |
|
Goodwin Procter LLP |
Bell, Boyd & Lloyd LLC |
901 New York Avenue, N.W. |
70 West Madison Street |
Washington, D.C. 20001 |
Chicago, IL 60602 |
Independent Registered Public Accounting Firm
KPMG LLP
345 Park Avenue
New York, NY 10154
INVESTOR INFORMATION SERVICES:
Shareholder inquiries should be made by calling (800) 752-6342 or by writing to American Skandia Trust at One Corporate Drive, Shelton, Connecticut 06484.
Additional information about the Portfolios is included in the SAI, which is incorporated by reference into this Prospectus. Additional information about the Portfolios investments is available in the annual and semi-annual reports to holders of variable annuity contracts and variable life insurance policies. In the annual reports, you will find a discussion of the market conditions and investment strategies that significantly affected the performance of each Portfolio during its last fiscal year. The SAI and copies of annual and semi-annual reports are available without charge by calling the above number.
Delivery of Prospectus and other Documents to Households. To lower costs and eliminate duplicate documents sent to your address, the Trust, in accordance with applicable laws and regulations, may begin mailing only one copy of the Trusts prospectus, prospectus supplements, annual and semi-annual reports, proxy statements and information statements, or any other required documents to your address even if more than one shareholder lives there. If you have previously consented to have any of these documents delivered to multiple investors at a shared address, as required by law, and wish to revoke this consent or otherwise would prefer to continue to receive your own copy, you should call 1-800-SKANDIA or write to American Skandia Trust, c/o American Skandia Life Assurance Corporation. at P.O. Box 7038, Bridgeport, CT 06601-9642. The Trust will begin sending individual copies to you within thirty days of receipt of revocation.
The information in the Trusts filings with the Commission (including the SAI) is available from the Commission. Copies of this information may be obtained, upon payment of duplicating fees, by electronic request to publicinfo@sec.gov or by writing the Public Reference Section of the Commission, 100 F Street, NE, Washington, D.C. 20549-0102. The information can also be reviewed and copied at the Commissions Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the Commission at 1-202-551-8090. Finally, information about the Trust is available on the EDGAR database on the Commissions Internet site at http://www.sec.gov .
Investment Company Act File No. 811-5186
AMERICAN SKANDIA TRUST
May 1, 2006 |
|
STATEMENT OF ADDITIONAL INFORMATION |
This Statement of Additional Information (SAI) of American Skandia Trust (the Fund) is not a prospectus and should be read in conjunction with the Prospectus of the Fund dated May 1, 2006 and can be obtained, without charge, by calling (800) 778-2255 or by writing to the Fund at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102. The Funds Prospectus is incorporated by reference into this SAI, and this SAI has been incorporated by reference into the Funds Prospectus. The Funds audited financial statements are incorporated into this SAI by reference to the Funds 2005 Annual Report (File No. 811-5186). You may request a copy of the Annual Report at no charge by calling the telephone number or writing to the address indicated above.
Table of Contents
3 |
PART I |
|
3 |
INTRODUCTION |
|
3 |
FUND PORTFOLIOS, INVESTMENT POLICIES & STRATEGIES |
|
11 |
FUNDAMENTAL INVESTMENT RESTRICTIONS |
|
25 |
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS |
|
39 |
INFORMATION ABOUT TRUSTEES AND OFFICERS |
|
42 |
MANAGEMENT & ADVISORY ARRANGEMENTS |
|
88 |
OTHER SERVICE PROVIDERS |
|
89 |
INFORMATION ON DISTRIBUTION ARRANGEMENTS |
|
90 |
PORTFOLIO TRANSACTIONS AND BROKERAGE |
|
101 |
ADDITIONAL INFORMATION |
|
103 |
PRINCIPAL SHAREHOLDERS |
|
103 |
FINANCIAL STATEMENTS |
|
104 |
PART II |
|
104 |
INVESTMENT RISKS AND CONSIDERATIONS |
|
126 |
NET ASSET VALUES |
|
127 |
TAXATION |
|
128 |
DISCLOSURE OF PORTFOLIO HOLDINGS |
|
130 |
PROXY VOTING |
|
130 |
CODES OF ETHICS |
|
130 |
LICENSES AND MISCELLANEOUS INFORMATION |
|
131 |
APPENDIX I: DESCRIPTION OF BOND RATINGS |
|
135 |
APPENDIX II: PROXY VOTING POLICIES OF THE SUBADVISERS |
|
PART I
INTRODUCTION
This SAI sets forth information about American Skandia Trust (the Fund). Part I provides additional information about the Funds Board of Trustees, certain investments and investment strategies which may be used by the Funds Portfolios, the advisory services provided to and the management fees paid by the Fund, and information about other fees paid by and services provided to the Fund. Part II provides explanations of various investments and strategies that may be used by certain of the Funds Portfolios, and should be read in conjunction with Part I.
FUND PORTFOLIOS, INVESTMENT POLICIES & STRATEGIES
The Fund is a diversified, open-end management investment company (commonly known as a mutual fund) that is intended to provide a range of investment alternatives through its separate Portfolios, each of which is, for investment purposes, in effect a separate fund (the Portfolios). The Portfolios currently offered by the Fund are set forth in the table below:
Portfolios Offered by American Skandia Trust |
AST Advanced Strategies Portfolio |
AST AllianceBernstein Core Value Portfolio |
AST AllianceBernstein Growth & Income Portfolio |
AST AllianceBernstein Managed Index 500 Portfolio |
AST American Century Income & Growth Portfolio |
AST American Century Strategic Balanced Portfolio |
AST Cohen & Steers Realty Portfolio |
AST DeAM Large-Cap Value Portfolio |
AST DeAM Small-Cap Value Portfolio |
AST DeAM Small-Cap Growth Portfolio |
AST Federated Aggressive Growth Portfolio |
AST First Trust Balanced Target Portfolio |
AST First Trust Capital Appreciation Target Portfolio |
AST Global Allocation Portfolio |
AST Goldman Sachs Concentrated Growth Portfolio |
AST Goldman Sachs Mid-Cap Growth Portfolio |
AST Goldman Sachs Small-Cap Value Portfolio |
AST High Yield Portfolio |
AST JPMorgan International Equity Portfolio |
AST LSV International Equity Portfolio |
AST Large-Cap Value Portfolio |
AST Lord Abbett Bond-Debenture Portfolio |
AST MFS Global Equity Portfolio |
AST MFS Growth Portfolio |
AST Marsico Capital Growth Portfolio |
AST Mid-Cap Value Portfolio |
AST Money Market Portfolio |
AST Neuberger Berman Mid-Cap Growth Portfolio |
AST Neuberger Berman Mid-Cap Value Portfolio |
AST PIMCO Total Return Bond Portfolio |
AST PIMCO Limited Maturity Bond Portfolio |
AST Small-Cap Growth Portfolio |
AST Small-Cap Value Portfolio |
AST T. Rowe Price Asset Allocation Portfolio |
AST T. Rowe Price Global Bond Portfolio |
AST T. Rowe Price Large-Cap Growth Portfolio |
AST T. Rowe Price Natural Resources Portfolio |
AST William Blair International Growth Portfolio |
AST Aggressive Growth Asset Allocation Portfolio |
AST Capital Growth Asset Allocation Portfolio |
AST Balanced Asset Allocation Portfolio |
AST Conservative Asset Allocation Portfolio |
AST Preservation Asset Allocation Portfolio |
The Fund offers one class of shares of each Portfolio. Shares of the Fund are or may be sold to separate accounts of The Prudential Insurance Company of America, Pruco Life Insurance Company, Pruco Life Insurance Company of New Jersey and American Skandia Life Assurance Company (collectively, Prudential Insurance) as investment options under variable life insurance and variable annuity contracts. In addition, shares of the Portfolios may be offered to separate accounts of non-Prudential insurance companies for the same types of contracts (collectively, with the Prudential Insurance contracts, the Contracts). These separate accounts invest in shares of the Fund through subaccounts that correspond to the Portfolios. The separate accounts will redeem shares of the Fund to the extent necessary to provide benefits under the Contracts or for such other purposes as may be consistent with the Contracts.
Not every Portfolio is available under each Contract. The prospectus for each Contract lists the Portfolios currently available under that particular Contract.
In order to sell shares to both Prudential and non-Prudential insurance companies, the Fund has obtained an exemptive order (the Order) from the United States Securities and Exchange Commission (SEC). The Fund and its Portfolios are managed in compliance with the terms and conditions of that Order.
The Portfolios are managed by Prudential Investments and American Skandia Investment Services, Inc. (collectively referred to as PI, or the Manager) as discussed in the Funds Prospectus. Each of the Portfolios has a different investment objective. For this reason, each Portfolio will have different investment results and be subject to different financial and market risks. As discussed in the Prospectus, several of the Portfolios may invest in money market instruments and comparable securities as part of assuming a temporary defensive position. The investment objectives of each Portfolio are discussed in the Prospectus.
3
The following table identifies certain types of investments and strategies that each Portfolio may use. The Investment Risks and Considerations Section in Part II of the SAI includes explanations of these investments and investment strategies, as well as the risks and considerations associated with these investments and investment strategies. The categories checked in the table do not represent an exclusive list of the investments and investment strategies that each Portfolio may use. Each Portfolio also may invest from time to time in certain types of investments and investment strategies that are either not listed below or are not identified below as relating to the Portfolio.
Portfolio Investments and Strategies
|
|
Advanced
|
|
Alliance
|
|
Alliance
|
|
Alliance
|
|
American
|
|
American
|
|
Cohen
|
|
DeAM
|
|
DeAM
|
|
DeAM
|
|
Federated
|
|
First
|
|
First
|
|
Asset-Backed Securities |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
Asset-Based Securities |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Precious Metal-Related Securities |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing and Leverage |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Convertible Securities |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
Corporate Loans |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
Debt Securities |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
Depositary Receipts |
|
x |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Derivatives |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
Hedging |
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
x |
|
x |
|
Indexed & Inverse Securities |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
Swap Agreements |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Credit Default Swap Agreements |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Credit-Linked Securities |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Swap Agreements |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Options on Securities & Securities Indices |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Call Options |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Put Options |
|
x |
|
x |
|
|
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Types of Options |
|
x |
|
|
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Futures |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Foreign Exchange Transactions |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
Forward Foreign Exchange Transactions |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
Currency Futures |
|
x |
|
|
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
Currency Options |
|
x |
|
|
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
Limitations on Currency Hedging |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Factors in Hedging Foreign Currency Risks |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Factors in Derivatives |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Credit Risk |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
x |
|
x |
|
Currency Risk |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Leverage Risk |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Liquidity Risk |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
Distressed Securities |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign Investment Risk |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Foreign Market Risk and Economy Risk |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Currency Risk and Exchange Risk |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Governmental Supervison and Regulation/Accounting Standards |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Certain Risks of Holding Fund Assets Outside the United States |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Settlement Risk |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
x |
|
x |
|
Illiquid or Restricted Securities |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Initial Public Offerings |
|
|
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
Investment in Other Investment Companies |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Exchange-Traded Funds |
|
x |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Investment in Emerging Markets |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
Restrictions on Certain Investments |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risks of Investing in Asia-Pacific Countries |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
Risks of Investments in Russia |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Junk Bonds |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMERICAN SKANDIA TRUST 4
|
|
Advanced
|
|
Alliance
|
|
Alliance
|
|
Alliance
|
|
American
|
|
American
|
|
Cohen
|
|
DeAM
|
|
DeAM
|
|
DeAM
|
|
Federated
|
|
First
|
|
First
|
|
Money Market Instruments |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-Backed Securities |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
Municipal Securities |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate-Related Securities |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
Real Estate Investment Trusts (REITs) |
|
x |
|
x |
|
|
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Repurchase Agreements |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Reverse Repurchase Agreements and Dollar Rolls |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities Lending |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Securities of Smaller or Emerging Growth Companies |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
Short Sales and Short Sales Against-the-Box |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
Sovereign Debt |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Commitment Agreements |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stripped Securities |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Structured Notes |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supranational Entities |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
Temporary Defensive Strategy & Short-Term Investments |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
U.S. Government Securities |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Warrants and Rights |
|
x |
|
x |
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
When Issued Securities, Delayed Delivery Securities and Forward Commitments |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
Zero Coupon Bonds |
|
x |
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio Investments and Strategies
|
|
Goldman
|
|
Goldman
|
|
Goldman
|
|
High
|
|
JPMorgan
|
|
LSV
|
|
Large-
|
|
Lord-
|
|
MFS
|
|
MFS
|
|
Marsico
|
|
Mid-Cap
|
|
Asset-Backed Securities |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Asset-Based Securities |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Precious Metal-Related Securities |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing and Leverage |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
Convertible Securities |
|
|
|
|
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
Corporate Loans |
|
x |
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Debt Securities |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
|
|
x |
|
x |
|
|
|
Depositary Receipts |
|
|
|
x |
|
|
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Derivatives |
|
x |
|
x |
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
Hedging |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Indexed & Inverse Securities |
|
x |
|
x |
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Swap Agreements |
|
x |
|
x |
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
x |
|
|
|
Credit Default Swap Agreements |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Credit-Linked Securities |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Swap Agreements |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options on Securities & Securities Indices |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
Call Options |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
Put Options |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
Types of Options |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
Futures |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
Foreign Exchange Transactions |
|
|
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
x |
|
|
|
x |
|
x |
|
|
|
Forward Foreign Exchange Transactions |
|
|
|
x |
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
x |
|
x |
|
|
|
Currency Futures |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
x |
|
|
|
x |
|
x |
|
|
|
Currency Options |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
Limitations on Currency Hedging |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Factors in Hedging Foreign Currency Risks |
|
|
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
5
|
|
Goldman
|
|
Goldman
|
|
Goldman
|
|
High
|
|
JPMorgan
|
|
LSV
|
|
Large-
|
|
Lord-
|
|
MFS
|
|
MFS
|
|
Marsico
|
|
Mid-Cap
|
|
Risk Factors in Derivatives |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
Credit Risk |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
Currency Risk |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
Leverage Risk |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
Liquidity Risk |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Distressed Securities |
|
|
|
x |
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
Foreign Investment Risk |
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Foreign Market Risk and Economy Risk |
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Currency Risk and Exchange Risk |
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Governmental Supervison and Regulation/Accounting Standards |
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Certain Risks of Holding Fund Assets Outside the United States |
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Settlement Risk |
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
|
|
Illiquid or Restricted Securities |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Initial Public Offerings |
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
Investment in Other Investment Companies |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Exchange-Traded Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Investment in Emerging Markets |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
Restrictions on Certain Investments |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Risks of Investing in Asia-Pacific Countries |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risks of Investments in Russia |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Junk Bonds |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
|
|
x |
|
|
|
|
|
x |
|
x |
|
Money Market Instruments |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
Mortgage-Backed Securities |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Municipal Securities |
|
|
|
x |
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate-Related Securities |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Real Estate Investment Trusts (REITs) |
|
|
|
|
|
x |
|
|
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
Repurchase Agreements |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Reverse Repurchase Agreements and Dollar Rolls |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
x |
|
|
|
|
|
x |
|
|
|
Securities Lending |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Securities of Smaller or Emerging Growth Companies |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
Short Sales and Short Sales Against-the-Box |
|
|
|
|
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
x |
|
|
|
x |
|
Sovereign Debt |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Standby Commitment Agreements |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stripped Securities |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Structured Notes |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Supranational Entities |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
|
|
Temporary Defensive Strategy & Short-Term Investments |
|
|
|
|
|
|
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
U.S. Government Securities |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
|
|
Warrants and Rights |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
When Issued Securities, Delayed Delivery Securities and Forward Commitments |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
Zero Coupon Bonds |
|
|
|
x |
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
x |
|
|
|
Portfolio Investments and Strategies
|
|
Money
|
|
Neuberger
|
|
Neuberger
|
|
PIMCO
|
|
PIMCO
|
|
Small-
|
|
Small-
|
|
T. Rowe
|
|
T. Rowe
|
|
T. Rowe
|
|
T. Rowe
|
|
William
|
|
Asset-Backed Securities |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Asset-Based Securities |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Precious Metal-Related Securities |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowing and Leverage |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AMERICAN SKANDIA TRUST 6
|
|
Money
|
|
Neuberger
|
|
Neuberger
|
|
PIMCO
|
|
PIMCO
|
|
Small-
|
|
Small-
|
|
T. Rowe
|
|
T. Rowe
|
|
T. Rowe
|
|
T. Rowe
|
|
William
|
|
Convertible Securities |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
Corporate Loans |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Securities |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
|
|
Depositary Receipts |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
Derivatives |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Hedging |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
Indexed & Inverse Securities |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap Agreements |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
Credit Default Swap Agreements |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Credit-Linked Securities |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Return Swap Agreements |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Options on Securities & Securities Indices |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
Call Options |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Put Options |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Types of Options |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Futures |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Foreign Exchange Transactions |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Forward Foreign Exchange Transactions |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Currency Futures |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Currency Options |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
|
|
x |
|
Limitations on Currency Hedging |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk Factors in Hedging Foreign Currency Risks |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
Risk Factors in Derivatives |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
|
|
x |
|
x |
|
Credit Risk |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
|
|
x |
|
|
|
Currency Risk |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
|
|
x |
|
x |
|
Leverage Risk |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
|
|
x |
|
|
|
Liquidity Risk |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
|
|
x |
|
x |
|
Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
|
|
|
|
|
|
x |
|
|
|
Distressed Securities |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
Foreign Investment Risk |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
Foreign Market Risk and Economy Risk |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Currency Risk and Exchange Risk |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Governmental Supervison and Regulation/Accounting Standards |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Certain Risks of Holding Fund Assets Outside the United States |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Settlement Risk |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Illiquid or Restricted Securities |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Initial Public Offerings |
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
Investment in Other Investment Companies |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
Exchange-Traded Funds |
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Investment in Emerging Markets |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
|
|
x |
|
|
|
|
|
x |
|
Restrictions on Certain Investments |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risks of Investing in Asia-Pacific Countries |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
x |
|
Risks of Investments in Russia |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
x |
|
Junk Bonds |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
|
|
x |
|
|
|
Money Market Instruments |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Mortgage-Backed Securities |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Municipal Securities |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate-Related Securities |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real Estate Investment Trusts (REITs) |
|
|
|
x |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
Repurchase Agreements |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reverse Repurchase Agreements and Dollar Rolls |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
|
|
Securities Lending |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Securities of Smaller or Emerging Growth Companies |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
|
|
x |
|
|
|
|
|
x |
|
Short Sales and Short Sales Against-the-Box |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
Sovereign Debt |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
x |
|
|
|
Standby Commitment Agreements |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7
|
|
Money
|
|
Neuberger
|
|
Neuberger
|
|
PIMCO
|
|
PIMCO
|
|
Small-
|
|
Small-
|
|
T. Rowe
|
|
T. Rowe
|
|
T. Rowe
|
|
T. Rowe
|
|
William
|
|
Stripped Securities |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
Structured Notes |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supranational Entities |
|
|
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
|
|
x |
|
|
|
Temporary Defensive Strategy & Short-Term Investments |
|
x |
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
|
|
|
|
|
|
|
|
|
|
U.S. Government Securities |
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
|
|
Warrants and Rights |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
When Issued Securities, Delayed Delivery Securities and Forward Commitments |
|
|
|
|
|
|
|
x |
|
x |
|
|
|
x |
|
x |
|
x |
|
x |
|
x |
|
|
|
Zero Coupon Bonds |
|
|
|
|
|
x |
|
x |
|
x |
|
|
|
|
|
|
|
x |
|
|
|
|
|
|
|
NOTE: The preceding tables do not provide any information with respect to the AST Global Allocation Portfolio or the AST Asset Allocation Portfolios, because each of these Portfolios invests only in other Portfolios of the Fund.
Set forth below are certain specific restrictions or limitations which are applicable to a Portfolios investments and investment strategies as noted in the preceding tables.
AST AllianceBernstein Growth & Income Portfolio: No more than 25% of the Portfolios assets may be subject to call options. The Portfolio may not purchase or sell stock index futures if, immediately thereafter, more than 30% of total assets would be hedged by stock index futures. No stock index future may be purchased if, immediately thereafter, the amount of margin deposits on the Portfolios existing futures positions would exceed 5% of the market value of the Portfolios total assets. AST American Century Strategic Balanced Portfolio: The Portfolio will not invest more than 5% of its total assets in securities of issuers with less than a three year operating history. AST Cohen & Steers Realty Portfolio : Short sales may not at any one time exceed 25% of the Portfolios net assets; the value of securities of any one issuer in which the Portfolio is short may not exceed the lesser of 2% of the Portfolios net assets or 2% of the securities of any class of issuer. AST DeAM Large-Cap Value Portfolio : The Portfolio may write call and put options up to 25% of net assets and may purchase put and call options so long as no more than 5% of net assets invested in premiums on such options. The Portfolio will not engage in OTC options if the amount invested by the Portfolio in other illiquid securities exceeds 15% of net Portfolio assets. The Portfolio will not invest more than 5% of assets in inverse floaters. AST DeAM Small-Cap Value Portfolio : The Portfolio may write call and put options up to 25% of net assets and may purchase put and call options provided that no more than 5% of net assets are invested in premiums on such options. The Portfolio will not engage in OTC options if the amount invested by the Portfolio in other illiquid securities exceeds 15% of net Portfolio assets. The Portfolio will not invest more than 5% of assets in inverse floaters. The Portfolio will not enter into futures contracts or options on futures contracts if the aggregate of the contract value of the futures contracts subject to outstanding options exceeds 50% of the Portfolios total assets. AST DeAM Small-Cap Growth Portfolio : The Portfolio will not enter into futures contracts or options on futures contracts if the aggregate of the contract value of the futures contracts subject to outstanding options exceeds 50% of the Portfolios total assets. The Portfolio does not intend to invest more than 5% of total assets in collateralized obligations. AST Federated Aggressive Growth Portfolio : The Portofolio will not engage in short sales if the market value of all Portfolio securities sold short would exceed 25% of net assets of the Portfolio. The value of the securities of any one issuer which may be shorted is limited to the lesser of 2% of the value of the Portfolios net assets or 2% of the securities of any class of the issuer. Short sales against-the-box are not subject to these limits. AST Goldman Sachs Concentrated Growth Portfolio : The Portfolio will not invest more than 35% of net assets in bonds rated below investment grade. The Portfolio will not enter into any futures contracts or options on futures contracts if the aggregate amount of the Portfolios commitments under such contracts or options would exceed the value of the Portfolios total assets. Forward foreign currency contracts may be invested in up to the market value of the Portfolios assets.
AMERICAN SKANDIA TRUST 8
AST Goldman Sachs Mid-Cap Growth Portfolio : The Portoflio may invest up to 25% of net assets in foreign currency-denominated securities and not publicly traded in the U.S. The Portfolio will not invest more than 5% of assets in inverse floaters. The Portfolio will not enter into futures contracts or options on futures if the aggregate amount of the Portfolios committments under such contracts and options would exceed the value of the Portfolios total assets. The Portfolio may invest in foreign forward currency contracts up to the value of the Portfolios assets. AST Goldman Sachs Small-Cap Value Portfolio : Unlisted options, together with other illiquid securities, ae subject to a limit of 15% of the Portfolios net assets. Premiums paid for foreign currency put options will not exceed 5% of the Portfolios net assets. The Portfolio does not intend to write covered call options with respect to securities with an aggregate market value of moe than 5% of its gross assets at the time the option is written. The Portfolio will not write puts hving an aggregate exercise price of greater than 25% of net Portfolio assets. The Portfolio will not purchase options on stocks not held in the Portfolios portfolio, and will not write call options on stocks or stock indices if after such purchase, the aggregate premiums paid for such options would exceed 20% of net Portfolio assets.
The Portfolio may make short sales of securities or maintain a short position, provided that when a short position is open the Portfolio owns an equal amount of such securities or securities convertible or exchangable for securities of the same issuer (without payment of additional consideration). Not more than 25% of Portfolios net assets may be subject to short sales; the Portfolio does not intend to have more than 5% of net assets (determined at the time of the short sale) subject to short sales against-the-box. The Portfolio has no present intention to commit more than 5% of gross assets to investing in debt securities.
AST JPMorgan International Equity Portfolio : Investments in REITs will not exceed 5% of total Portfolio assets. Reverse repurchase agreements may not exceed 10% of total Portfolio assets. The Portfolio will not engage in leverage, and will not purchase additional securities while borrowings from banks exceed 5% of total Portfolio assets. The Portfolio will not enter into forward contracts, futures contracts or options unless it owns an offsetting position in securities, currencies, or other options, forward contracts or futures contracts or it has cash or liquid assets with value sufficient to covert its potential obligations. The Portfolio will not write options if, after such sale, the aggregate value of securities or obligations underlying the outstanding options exceeds 20% of the Portfolios total assets, and will not purchase options if at the time of the investment the aggregate premiums paid for the options exceeds 5% of total Portfolio assets. AST LSV International Value Portfolio : The Portfolio will not enter into futures and options where the aggregate initial margins and premiums exceed 5% of the fair market value of its total assets after taking into account unrealized profits and losses on options entered into. The Portfolio may invest up to 5% of total assets in fixed-income securities which are unrated or rated below investment grade at either time of purchase or as a result of a reduction in rating after purchase. AST Large-Cap Value Portfolio : The Portfolio may borrow for temporary or emergency purposes in amounts not exceeding 10% of total Portfolio assets. No more than 25% of total Portfolio assets can be held as collateral for short sales at any one time. AST Lord Abbett Bond-Debenture Portfolio : The Portfolio may invest up to 20% of assets in foreign-currency denominated securities, and may invest above this limit in U.S.-dollar denominated securities of foreign issuers. The Portfolio may invest up to 10% of assets in securities of issuers in emerging market countries. The Portfolios investments in money market instruments or obligations are subject to the following restrictions: (a) the Portfolio will not invest in fixed time deposits which are either not subject to prepayment or provide for withdrawal penalties for prepayment if more than 15% of net assets would be invested in such deposits, repurchase agreements maturing in more than seven days and other illliquid assets; (b) United States bank obligations are limited to United States banks which have more than $1 billion in total assets at the time of investment and are either FDIC members, examined by the Comptroller of Currency, or members of the Federal Reserve System; (c) foreign bank obligations are limited to banks which meet the following criteria: -the bank has more than $10 billion or the equivalent in other currencies, in total assets: -the bank is among the 75 largest foreign banks in the world; -the bank has branches or agencies in the United States; -the subadvisor is of the opinion that the banks obligations are of an investment quality comparable to obligations of U.S. banks. The Portfolio will not enter into short sales (except short sales against-the-box) if immediately after such sale the aggregate value of all collateral plus the amount in a segregated account exceeds one-third of the value of the Portfolios net assets. The Portfolio will not enter into futues and related options that do not constitute bona fide hedging positions if, immediately thereafter, the aggregate initial margin deposits plus premiums paid by it for open options positions, less the amount by which such options are in the money, would exceed 5% of total Portfolio assets.
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AST Marsico Capital Growth Portfolio: The Portfolio wil not enter into any futures contracts or options on futures contracts if the aggregate amount of the Portfolios commitments under outstanding futures contract positions and options on futures contracts would exceed the Portfolios total assets. The Portfolio will not invest more than 5% in high yield/high risk (junk bonds) and mortgage and asset-backed securities. The Portfolio wil not enter into any interest rate swap, cap or floor transaction unless the unsecured senior debt or the claims-paying ability of the other party thereto is rated in one of the three highest rating categories of at least one nationally recognized statistical rating organization at the time of entering into the transaction. AST Mid-Cap Value Portfolio : The Portfolio may invest up to 25% of assets in more speculative convertible debt securities with a rating of , or equivalent of B or better by S&P. The Portfolio may invest up to 5% of assets in junk bonds. The Portfolio may pledge, mortgage or hypothecate up to 20% of assets to secure permissible borrowings. AST Neuberger Berman Mid-Cap Growth Portfolio : The subadviser will limit counterparties in OTC options transactions to dealers with a net worth of at least $20 million as reported in their latest financial statements. The Portfolio will generally not enter into a foreign forward contract with a term of greater than one year. The Portfolio may write and purchase covered call and put options on foreign currencies in amounts not exceeding 5% of net Portfolio assets.
AST Neuberger Berman Mid-Cap Value Portfolio: The Portfolio will limit counterparties in OTC options transactions to dealers with at least $20 million in net worth as reported in their latest financial statements. The Portfolio may invest in lower-rated foreign debt securities subject to the Portfolios 15% limitation on lower-rated debt securities. The Portfolio may not purchase any foreign currency-denominatd securities if, after such purchase more than 10% of total Portfolio assets would be invested in such securities. Where the Portfolio engages in foreign forward contracts for hedging purposes, it will not enter in such contracts to sell currency or maintain a net exposure to such contracts if their consummation would obligate the Portfolio to deliver an amount of foreign currency in excess of the value of its portfolio securities or other assets denominated n that currency. The Portfolio will generally not enter into foreign forward contracts with a term of greater than one year. The Portfolio may write and purchase covered call and put options on foreign currencies in amounts not exceeding 5% of net assets. The Portfolio may invest up to 5% of net assets in zero coupon bonds. AST PIMCO Total Return Bond Portfolio : The Portfolios investments in money market instruments or obligations are subject to the following restrictions: (a) the Portfolio will not invest in fixed time deposits which are either not subject to prepayment or provide for withdrawal penalties for prepayment if more than 15% of net assets would be invested in such deposits, repurchase agreements maturing in more than seven days and other illliquid assets; (b) United States bank obligations are limited to United States banks which have more than $1 billion in total assets at the time of investment and are either FDIC members, examined by the Comptroller of Currency, or members of the Federal Reserve System; (c) foreign bank obligations are limited to banks which meet the following criteria: -the bank has more than $10 billion or the equivalent in other currencies, in total assets: -the bank is among the 75 largest foreign banks in the world; -the bank has branches or agencies in the United States; -the subadvisor is of the opinion that the banks obligations are of an investment quality comparable to obligations of U.S. banks. The Portfolio does not intend to enter into short sales (other than those against-the-box) if immediately after such sale the aggregate value of all collateral plus the amount in a segregated account exceeds one-third of the value of the Portfolios net assets. With respect to positions in futures and related options that do not constitute bonda fide hedging positions, the Portfolio will not enter into such futures or related options if, immediately thereafter, the aggregate initial margin deposits relating to such positions plus premiums paid by it for open futures option positions, less the amount by which any such options are in the money would exceed 5% of total Portfolio assets. The Portfolio will not enter into a swap agreement with any single party if the net amount owned or to be received under existing contracts with that party would eceed 5% of Portfolio assets. The Portfolio will not invest more than 5% of net assets in any combination of inverse floater, interest only, or principal only securities. AST PIMCO Limited Maturity Bond Portfolio : The Portfolios investments in money market instruments or obligations are subject to the following restrictions: (a) the Portfolio will not invest in fixed time deposits which are either not subject to prepayment or provide for withdrawal penalties for prepayment if more than 15% of net assets would be invested in such deposits, repurchase agreements maturing in more than seven days and other illliquid assets; (b) United States bank obligations are limited to United States banks which have more than $1 billion in total assets at the time of investment and are either FDIC members, examined by the Comptroller of Currency, or members of the Federal Reserve System; (c) foreign bank obligations are limited to banks which meet the following criteria:
AMERICAN SKANDIA TRUST 10
-the bank has more than $10 billion or the equivalent in other currencies, in total assets: -the bank is among the 75 largest foreign banks in the world; -the bank has branches or agencies in the United States; -the subadvisor is of the opinion that the banks obligations are of an investment quality comparable to obligations of U.S. banks. The Portfolio does not intend to enter into short sales (other than those against-the-box) if immediately after such sale the aggregate value of all collateral plus the amount in a segregated account exceeds one-third of the value of the Portfolios net assets. With respect to positions in futures and related options that do not constitute bonda fide hedging positions, the Portfolio will not enter into such futures or related options if, immediately thereafter, the aggregate initial margin deposits relating to such positions plus premiums paid by it for open futures option positions, less the amount by which any such options are in the money would exceed 5% of total Portfolio assets. The Portfolio will not enter into a swap agreement with any single party if the net amount owned or to be received under existing contracts with that party would eceed 5% of Portfolio assets. The Portfolio will not invest more than 5% of net assets in any combination of inverse floater, interest only, or principal only securities. AST Small-Cap Growth Portfolio : The Portfolio may not purchase any foreign-currency denominated securities if after such purchase more than 10% of total assets would be invested in such securities. The Portfolio will generally not enter into a foreign forward contract with a duration of more than one year. The Portfolio may write and purchase covered call and put options on foreign currencies in amounts not exceeding 5% of net assets. AST Small-Cap Value Portfolio : The Portfolios investments in junk bonds are limited to 5% of total assets. The Portfolio will not write a covered call option or put option if, as a result, the aggregate market value of all portfolio securities or currencies covering call or put options exceeds 25% of the market value of the Portfolios net assets. AST T. Rowe Price Asset Allocation Portfolio : The Portfolio will not write a covered call option or put option if, as a result, the aggregate market value of all portfolio securities or currencies covering call or put options exceeds 25% of the market value of the Portfolios net assets. The Portfolio will not commit more than 5% of its assets to premiums when purchasing call and put options.
AST T. Rowe Price Global Bond Portfolio: The Portfolio may invest up to 20% of assets in below investment-grade high risk bonds and emerging market bonds. The Portfolio may invest up to 30% of its assets in mortgage-backed and asset-backed securities. The Portfolio will generally not invest more than 5% of its assets in any individual corporate issuer. However, the Portfolio may place assets in bank deposits or other short-term bank instruments with a maturity of up to 30 days provided that the bank has a short term credit rating of A1+ (or if unrated, the equivalent as determined by the subadviser); and the Portfolio may not maintain more than 10% of total assets with any single bank. The Portfolio may maintain more than 5% of its total assets, including cash and currencies, in custodial accounts or deposits of the Funds custodian or subcustodians. The Portfolio will not write covered call or put options if, as a result, the aggregate market value of all portfolio securities covering call or put options exceeds 25% of the Portfolios net assets. The Portfolio will not commit more than 5% of total assets to premiums when purchasing call or put options. AST T. Rowe Price Large-Cap Growth Portfolio : The Portfolio may invest up to 5% of assets in warrants and rights. The Portfolio may invest up to 15% of total assets in securities of foreign issuers. The Portfolio will not sell a call option written by it if, as a result of the sale, the aggregate of the Portfolios portfolio securities subject to outstanding call options (valued at the lower of the option price or market value of such securities) would exceed 15% of the Portfolios total assets. The aggregate cost of all outstanding options purchased and held by the Portfolio, including options on market indices, will at not time exceed 10% of the Portfolios total assets.
AST T. Rowe Price Natural Resources Portfolio : The Portfolio will not write covered call or put options if, as a result, the aggregate market value of all portfolio securities covering call or put options exceeds 25% of the Portfolios net assets. The Portfolio will not commit more than 5% of total assets to premiums when purchasing call or put options. The Portfolio may invest up to 50% of total assets in U.S. dollar-denominated and non-U.S. dollar-denominated securities of foreign issuers. AST William Blair International Growth Portfolio : The Portfolio may invest up to 10% of assets in zero coupon bonds, pay-in-kind and step securities.
FUNDAMENTAL INVESTMENT RESTRICTIONS
Set forth below are certain investment restrictions applicable to the Portfolios. Fundamental restrictions may not be changed without a majority vote of shareholders as required by the 1940 Act. Non-fundamental restrictions may be changed by the Board of Trustees without shareholder approval.
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Fundamental Investment Restrictions Applicable Only to the following Portfolios:
AST AllianceBernstein Growth & Income Portfolio
AST Goldman Sachs Concentrated Growth Portfolio
AST High Yield Portfolio
AST Large Cap Value Portfolio
AST Money Market Portfolio
AST PIMCO Total Return Bond Portfolio
1. A Portfolio will not underwrite securities issued by others except to the extent that the Portfolio may be deemed an underwriter when purchasing or selling securities.
2. A Portfolio will not issue senior securities.
Fundamental Investment Restrictions Applicable Only to AST LSV International Value Portfolio:
As a matter of fundamental policy, the Portfolio will not:
1. Make loans of money or securities other than (a)through the purchase of securities in accordance with the Portfolios investment objective, (b)through repurchase agreements, (c)by lending portfolio securities in an amount not to exceed 33 1/3% of the Portfolios total assets and (d)loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemptions therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance;
2. Underwrite securities issued by others except to the extent that the Portfolio may be deemed an underwriter when purchasing or selling securities;
3. Issue senior securities;
4. Invest directly in physical commodities (other than foreign currencies), real estate or interests in real estate; provided, that the Portfolio may invest in securities of issuers which invest in physical commodities, real estate or interests in real estate; and, provided further, that this restriction shall not prevent the Portfolio from purchasing or selling options, futures, swaps and forward contracts, or from investing in securities or other instruments backed by physical commodities, real estate or interests in real estate;
5. Make any investment which would concentrate 25% or more of the Portfolios total assets in the securities of issuers having their principal business activities in the same industry, provided that this limitation does not apply to obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities;
6. Borrow money except from persons to the extent permitted by applicable law, including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance, and then in amounts up to 33 1/3% of the Portfolios total assets;
7. As to 75% of the value of its total assets, invest more than 5% of its total assets, at market value, in the securities of any one issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities); or
8. As to 75% of the value of its total assets, purchase more than 10% of any class of securities of any single issuer or purchase more than 10% of the voting securities of any single issuer.
In applying the above restriction regarding investments in a single industry, the Portfolio uses industry classifications based, where applicable, on Baseline , Bridge Information Systems , Reuters , the S&P Stock Guide published by Standard & Poors, information obtained from Bloomberg L.P. and Moodys International, and/or the prospectus of the issuing company. Selection of an appropriate industry classification resource will be made by the Sub-advisor in the exercise of its reasonable discretion. (This note is not a fundamental policy.)
Fundamental Investment Restrictions Applicable Only to AST William Blair International Growth Portfolio:
1. The Portfolio may borrow money for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 33 1/3% of the value of its total assets (including the amount borrowed) less liabilities (other than borrowings). If borrowings exceed 33 1/3% of the value of the Portfolios total assets by reason of a decline in net assets, the Portfolio will reduce its borrowings within three business days to the extent necessary to comply with the 33 1/3% limitation. This policy shall not prohibit
AMERICAN SKANDIA TRUST 12
reverse repurchase agreements, deposits of assets to margin or guarantee positions in futures, options, swaps or forward contracts, or the segregation of assets in connection with such contracts. Subject to the above limitations, the Portfolio may borrow from persons to the extent permitted by applicable law, including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance.
2. The Portfolio will not, as to 75% of the value of its total assets, own more than 10% of the outstanding voting securities of any one issuer, or purchase the securities of any one issuer (except cash items and government securities as defined under the 1940 Act as amended), if immediately after and as a result of such purchase, the value of the holdings of the Portfolio in the securities of such issuer exceeds 5% of the value of its total assets.
3. The Portfolio will not invest more than 25% of the value of its assets in any particular industry (other than U.S. government securities).
4. The Portfolio will not invest directly in real estate or interests in real estate; however, the Portfolio may own debt or equity securities issued by companies engaged in those businesses.
5. The Portfolio will not purchase or sell physical commodities other than foreign currencies unless acquired as a result of ownership of securities (but this limitation shall not prevent the Portfolio from purchasing or selling options, futures, swaps and forward contracts or from investing in securities or other instruments backed by physical commodities).
6. The Portfolio may not make loans, except that the Portfolio may (i) lend portfolio securities in accordance with the Portfolios 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; (iii) acquire publicly distributed or privately placed debt securities; and (iv) make loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance.
7. The Portfolio will not act as an underwriter of securities issued by others, except to the extent that the Portfolio may be deemed an underwriter in connection with the disposition of its securities.
8. The Portfolio will not issue senior securities except in compliance with the 1940 Act.
Fundamental Investment Restrictions Applicable Only to AST Small-Cap Value Portfolio:
The following fundamental policies should be read in connection with the notes set forth below. The notes are not fundamental policies. As a matter of fundamental policy, the Portfolio may not:
1. Borrow money except that the Portfolio may (i) borrow for non-leveraging, temporary or emergency purposes and (ii) engage in reverse repurchase agreements and make other investments or engage in other transactions, which may involve a borrowing, in a manner consistent with the Portfolios investment objective and program, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Portfolios total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. The Portfolio may borrow from persons to the extent permitted by applicable law including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance;
2. Purchase or sell physical commodities; except that it may enter into futures contracts and options thereon;
3. Purchase the securities of any issuer if, as a result, more than 25% of the value of the Portfolios total assets would be invested in the securities of issuers having their principal business activities in the same industry;
4. Make loans, although the Portfolio may (i) lend portfolio securities and participate in an interfund lending program to the extent permitted by applicable law, provided that no such loan may be made if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of the Portfolios total assets; (ii) purchase money market securities and enter into repurchase agreements; (iii) acquire publicly-distributed or privately-placed debt securities and purchase debt; and (iv) make loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance;
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5. Purchase a security if, as a result, with respect to 75% of the value of its total assets, more than 5% of the value of the Portfolios total assets would be invested in the securities of a single issuer, except securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities;
6. Purchase a security if, as a result, with respect to 75% of the value of the Portfolios total assets, more than 10% of the outstanding voting securities of any issuer would be held by the Portfolio (other than obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities);
7. Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Portfolio from investing in securities or other instruments backed by real estate or in securities of companies engaged in the real estate business);
8. Issue senior securities except in compliance with the 1940 Act; or
9. Underwrite securities issued by other persons, exceptto the extent that the Portfolio may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the purchase and sale of its portfolio securities in the ordinary course of pursuing its investment program.
Notes: The following notes should be read in connection with the above-described fundamental policies. The notes are not fundamental policies.
With respect to investment restrictions (1)and (4), the Portfolio will not borrow from or lend to any other fund unless it applies for and receives an exemptive order from the SEC, if so required, or the SEC issues rulespermitting such transactions.
With respect to investment restriction (2), the Portfolio does not consider currency contracts or hybrid investments to be commodities.
For purposes of investment restriction (3), U.S., state or local governments, or related agencies or instrumentalities, are not considered an industry.
For purposes of investment restriction (4), the Portfolio will consider the acquisition of a debt security to include the execution of a note or other evidence of an extension of credit with a term of more than nine months.
Fundamental Investment Restrictions Applicable Only to AST T. Rowe Price Natural Resources Portfolio:
The following fundamental policies should be read in connection with the notes set forth below. The notes are not fundamental policies. As a matter of fundamental policy, the Portfolio may not:
1. Borrow money except that the Portfolio may (i) borrow for non-leveraging, temporary or emergency purposes and (ii) engage in reverse repurchase agreements and make other investments or engage in other transactions, which may involve a borrowing, in a manner consistent with the Portfolios investment objective and program, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Portfolios total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. The Portfolio may borrow from persons to the extent permitted by applicable law, including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance;
2. Purchase or sell physical commodities; except that it may enter into futures contracts and options thereon;
3. Purchase the securities of any issuer if, as a result, more than 25% of the value of the Portfolios total assets would be invested in the securities of issuers having their principal business activities in the same industry;
4. Make loans, although the Portfolio may (i) lend portfolio securities provided that no such loan may be made if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of the Portfolios total assets; (ii) make loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance; (iii) purchase money market securities and enter into repurchase agreements; and (iv) acquire publicly-distributed or privately-placed debt securities and purchase debt;
AMERICAN SKANDIA TRUST 14
5. Purchase a security if, as a result, with respect to 75% of the value of its total assets, more than 5% of the value of the Portfolios total assets would be invested in the securities of a single issuer, except securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities;
6. Purchase a security if, as a result, with respect to 75% of the value of the Portfolios total assets, more than 10% of the outstanding voting securities of any issuer would be held by the Portfolio (other than obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities);
7. Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Portfolio from investing in securities or other instruments backed by real estate or in securities of companies engaged in the real estate business);
8. Issue senior securities except in compliance with the 1940 Act; or
9. Underwrite securities issued by other persons, except to the extent that the Portfolio may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the purchase and sale of its portfolio securities in the ordinary course of pursuing its investment program.
Notes: The following notes should be read in connection with the above-described fundamental policies. The notes are not fundamental policies.
With respect to investment restriction (2), the Portfolio does not consider currency contracts or hybrid investments to be commodities.
For purposes of investment restriction (3), U.S., state or local governments, or related agencies or instrumentalities, are not considered an industry. Industries are determined by reference to the classifications of industries set forth in the Portfolios semi-annual and annual reports.
For purposes of investment restriction (4), the Portfolio will consider the acquisition of a debt security to include the execution of a note or other evidence of an extension of credit with a term of more than nine months.
Fundamental Investment Restrictions Applicable Only to AST Goldman Sachs Concentrated Growth Portfolio:
1. As to 50% of the value of its total assets, the Portfolio will not purchase a security of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if as a result, (a) more than 5% of its total assets, at market value, would be invested in the securities of any one issuer or (b) the Portfolio would hold more than 10% of the outstanding voting securities of that issuer.
2. The Portfolio will not purchase a security if as a result, more than 25% of its total assets, at market value, would be invested in the securities of issuers principally engaged in the same industry (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities).
3. The Portfolio will not purchase or sell real estate (although it may purchase securities secured by real estate interests or interests therein, or issued by companies or investment trusts which invest in real estate or interests therein).
4. The Portfolio will not purchase or sell physical commodities other than foreign currencies unless acquired as a result of ownership of securities (but this shall not prevent the Portfolio from purchasing or selling options, futures, swaps and forward contracts or from investing in securities and other instruments backed by physical commodities).
5. The Portfolio may not make loans, except that the Portfolio may (i) lend portfolio securities in accordance with the Portfolios 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; (iii) acquire publicly distributed or privately placed debt securities; and (iv) make loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance;
6. The Portfolio may not borrow money except that the Portfolio may (i) borrow for non-leveraging, temporary or emergency purposes and (ii) engage in reverse repurchase agreements and make other investments or engage in other transactions, which may involve a borrowing, in a manner consistent with the Portfolios investment objective and program, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Portfolios total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings which come to exceed this amount will be reduced in
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accordance with applicable law. The Portfolio may borrow from persons to the extent permitted by applicable law including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance.
Fundamental Investment Restrictions Applicable Only to AST AllianceBernstein Growth & Income Portfolio:
1. As to 75% of the value of its total assets, the Portfolio will not purchase a security of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies) if as a result, (a) more than 5% of the Portfolios total assets would be invested in the securities of that issuer, or (b) the Portfolio would hold more than 10% of the outstanding voting securities of that issuer.
2. The Portfolio may not make loans, except that the Portfolio may (i) lend portfolio securities in accordance with the Portfolios 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; (iii) acquire publicly distributed or privately placed debt securities; and (iv) make loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance.
3. The Portfolio will not concentrate its investments in any one industry (the Portfolios investment policy of keeping its assets in those securities which are selling at the most reasonable prices in relation to value normally results in diversification among many industries consistent with this, the Portfolio does not intend to invest more than 25% of its assets in any one industry classification used by the Sub-advisor for investment purposes, although such concentration could, under unusual economic and market conditions, amount to 30% or conceivably somewhat more).
4. The Portfolio will not borrow money except from persons to the extent permitted by applicable law including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance, and then in amounts not in excess of 33 1/3% of its total assets. The Portfolio may borrow at prevailing interest rates and invest the Portfolios in additional securities. The Portfolios borrowings are limited so that immediately after such borrowing the value of the Portfolios assets (including borrowings) less its liabilities (not including borrowings) is at least three times the amount of the borrowings. Should the Portfolio, for any reason, have borrowings that do not meet the above test then, within three business days, the Portfolio must reduce such borrowings so as to meet the necessary test. Under such a circumstance, the Portfolio have to liquidate securities at a time when it is disadvantageous to do so.
5. The Portfolio will not purchase or sell real estate (although it may purchase securities secured by real estate interests or interests therein, or issued by companies or investment trusts which invest in real estate or interests therein).
6. The Portfolio will not invest directly in oil, gas, or other mineral exploration or development programs; however, the Portfolio may purchase securities of issuers whose principal business activities fall within such areas.
Fundamental Investment Restrictions Applicable Only to AST Large-Cap Value Portfolio:
As a matter of fundamental policy, the Portfolio may not:
1. Borrow money except from persons to the extent permitted by applicable law including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance, in excess of 33 1/3% of the value of its total net assets, and when borrowing, it is for temporary or emergency purposes;
2. Buy or sell real estate, commodities, commodity contracts (however, the Portfolio may purchase securities of companies investing in real estate);
3. Purchase securities if the purchase would cause the Portfolio, at the time, with respect to 75% of its total assets, to have more than 5% of its total assets invested in the securities of any one company or to own more than 10% of the voting securities of any one company (except obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities, or securities of other investment companies);
4. Make loans, except that the Portfolio may (i) lend portfolio securities in accordance with the Portfolios 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; (iii) acquire publicly distributed or privately placed debt securities; and (iv) make loans of money to other
AMERICAN SKANDIA TRUST 16
investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance; or
5. Invest more than 25% of the value of the Portfolios assets in one particular industry.
Fundamental Investment Restrictions Applicable Only to AST American Century Strategic Balanced Portfolio:
As a matter of fundamental policy, the Portfolio will not:
1. Make loans, except that the Portfolio may (i) lend portfolio securities in accordance with the Portfolios 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; (iii) acquire publicly distributed or privately placed debt securities; and (iv) make loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance;
2. With respect to 75% of the value of its total assets, purchase the security of any one issuer if such purchase would cause more than 5% of the Portfolios assets at market to be invested in the securities of such issuer, except United States government securities, or if the purchase would cause more than 10% of the outstanding voting securities of any one issuer to be held in the Portfolio;
3. Invest more than 25% of the assets of the Portfolio, exclusive of cash and U.S. government securities, in securities of any one industry;
4. Issue any senior security except in compliance with the 1940 Act;
5. Underwrite any securities except to the extent that the Portfolio may be deemed an underwriter when purchasing or selling securities;
6. Purchase or sell real estate. (In the opinion of the Sub-advisor, this restriction will not preclude the Portfolio from investing in securities of corporations that deal in real estate.);
7. 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 Portfolios investment policies or (ii) investing in securities of any kind; or
8. Borrow any money, except in an amount not in excess of 33 1/3% of the total assets of the Portfolio, and then only for temporary, emergency and extraordinary purposes; this does not prohibit the escrow and collateral arrangements in connection with investment in interest rate futures contracts and related options by the Portfolio. Subject to the above limitations, the Portfolio may borrow from persons to the extent permitted by applicable law including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance.
Fundamental Investment Restrictions Applicable Only to AST T. Rowe Price Asset Allocation Portfolio:
The following fundamental policies should be read in connection with the notes set forth below. The notes are not fundamental policies. As a matter of fundamental policy, the Portfolio may not:
1. Borrow money except that the Portfolio may (i) borrow for non-leveraging, temporary or emergency purposes and (ii) engage in reverse repurchase agreements and make other investments or engage in other transactions, which may or may be deemed to involve a borrowing, in a manner consistent with the Portfolios investment objective and policies, provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Portfolios total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. The Portfolio may borrow from persons to the extent permitted by applicable law, including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance;
2. Purchase or sell physical commodities; except that it may enter into futures contracts and options thereon;
3. Purchase the securities of any issuer if, as a result, more than 25% of the value of the Portfolios total assets would be invested in the securities of issuers having their principal business activities in the same industry;
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4. Make loans, although the Portfolio may (i) purchase money market securities and enter into repurchase agreements; (ii) acquire publicly- distributed or privately placed debt securities and purchase debt; (iii) lend portfolio securities provided that no such loan may be made if, as a result, the aggregate of such loans would exceed 33 1/3% of the value of the Portfolios total assets; and (iv) make loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption there from that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance;
5. Purchase a security if, as a result, with respect to 75% of the value of its total assets, more than 5% of the value of the Portfolios total assets would be invested in the securities of a single issuer, except securities issued or guaranteed by the U.S. government, or any of its agencies or instrumentalities;
6. Purchase a security if, as a result, with respect to 75% of the value of the Portfolios total assets, more than 10% of the outstanding voting securities of any issuer would be held by the Portfolio (other than obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities);
7. Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this shall not prevent the Portfolio from investing in securities or other instruments backed by real estate or securities of companies engaged in the real estate business);
8. Issue senior securities except in compliance with the 1940 Act; or
9. Underwrite securities issued by other persons, except to the extent that the Portfolio may be deemed to be an underwriter within the meaning of the Securities Act of 1933 in connection with the purchase and sale of its portfolio securities in the ordinary course of pursuing its investment program.
Notes: The following notes should be read in connection with the above described fundamental policies. The notes are not fundamental policies.
With respect to investment restrictions (1)and (4), the Portfolio will not borrow or lend to any other fund unless it applies for and receives an exemptive order from the SEC, if so required, or the SEC issues rules permitting such transactions.
With respect to investment restriction (2), the Portfolio does not consider currency contracts on hybrid investments to be commodities.
For the purposes of investment restriction (3), United States federal, state or local governments, or related agencies and instrumentalities, are not considered an industry. Foreign governments are considered an industry.
For purposes of investment restriction (4), the Portfolio will consider the acquisition of a debt security to include the execution of a note or other evidence of an extension of credit with a term of more than nine months.
Fundamental Investment Restrictions Applicable Only to AST T. Rowe Price Global Bond Portfolio:
As a matter of fundamental policy, the Portfolio may not:
1. Borrow money, except for temporary, extraordinary or emergency purposes or except in connection with reverse repurchase agreements provided that the Portfolio maintains asset coverage of 300% for all borrowings. Subject to the above limitations, the Portfolio may borrow from persons to the extent permitted by applicable law including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance;
2. Purchase or sell real estate (except that the Portfolio may invest in (i) securities of companies which deal in real estate or mortgages, and (ii) securities secured by real estate or interests therein, and that the Portfolio reserves freedom of action to hold and to sell real estate acquired as a result of the Portfolios ownership of securities) or purchase or sell physical commodities or contracts relating to physical commodities;
3. Act as underwriter of securities issued by others, except to the extent that it may be deemed an underwriter in connection with the disposition of portfolio securities of the Portfolio;
4. Make loans to other persons, except (a) loans of portfolio securities, (b) to the extent the entry into repurchase agreements and the purchase of debt securities in accordance with its investment objectives and investment policies may be deemed to be loans, and (c)
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loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance;
5. Issue senior securities except in compliance with the 1940 Act; or
6. Purchase any securities which would cause more than 25% of the market value of its total assets at the time of such purchase to be invested in the securities of one or more issuers having their principal business activities in the same industry, provided that there is no limitation with respect to investments in obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities (for the purposes of this restriction, telephone companies are considered to be in a separate industry from gas and electric public utilities, and wholly-owned finance companies are considered to be in the industry of their parents if their activities are primarily related to financing the activities of their parents).
Notes: The following notes should be read in connection with the above described fundamental policies. The notes are not fundamental policies.
For purposes of investment restriction (4), the Portfolio will consider the acquisition of a debt security to include the execution of a note or other evidence of an extension of credit with a term of more than nine months.
For purposes of investment restriction (6), U.S., state or local governments, or related agencies or instrumentalities, are not considered an industry. It is the position of the Staff of the SEC that foreign governments are industries for purposes of this restriction. For as long as this staff position is in effect, the Portfolio will not invest more than 25% of its total assets in the securities of any single governmental issuer. For purposes of this restriction, governmental entities are considered separate issuers.
Fundamental Investment Restrictions Applicable Only to AST High Yield Portfolio:
1. The Portfolio will not borrow money except for temporary, extraordinary or emergency purposes and then only from persons to the extent permitted by applicable law including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance, and only in amounts not in excess of 33 1/3% of the value of its net assets, taken at the lower of cost or market. In addition, to meet redemption requests without immediately selling portfolio securities, the Portfolio may borrow up to one-third of the value of its total assets (including the amount borrowed) less its liabilities (not including borrowings, but including the current fair market value of any securities carried in open short positions). This practice is not for investment leverage but solely to facilitate management of the portfolio by enabling the Portfolio to meet redemption requests when the liquidation of portfolio securities is deemed to be inconvenient or disadvantageous. If, due to market fluctuations or other reasons, the value of the Portfolios assets falls below 300% of its borrowings, it will reduce its borrowings within three business days.
2. The Portfolio will not invest more than 5% of its total assets in the securities of any one issuer (except cash and cash instruments, securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities, or instruments secured by these money market instruments, such as repurchase agreements).
3. The Portfolio will not purchase or sell real estate, although it may invest in marketable securities secured by real estate or interests in real estate, and it may invest in the marketable securities of companies investing or dealing in real estate.
4. The Portfolio will not purchase or sell commodities or commodity contracts or oil, gas, or other mineral exploration or development programs. However, it may invest in the marketable securities of companies investing in or sponsoring such programs.
5. The Portfolio may not make loans, except that the Portfolio may (i) lend portfolio securities in accordance with the Portfolios 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; (iii) acquire publicly distributed or privately placed debt securities; and (iv) make loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance.
6. The Portfolio will not invest more than 25% of the value of its total assets in one industry. However, for temporary defensive purposes, the Portfolio may at times invest more than that percentage in: cash and cash items; securities issued or guaranteed by the U.S. government, its agencies, or instrumentalities; or instruments secured by these money market instruments, such as repurchase agreements.
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Fundamental Investment Restrictions Applicable Only to AST PIMCO Total Return Bond Portfolio:
1. The Portfolio will not invest in a security if, as a result of such investment, more than 25% of its total assets (taken at market value at the time of investment) would be invested in securities of issuers of a particular industry, except that this restriction does not apply to securities issued or guaranteed by the U.S. government or its agencies or instrumentalities (or repurchase agreements with respect thereto);
2. The Portfolio will not, with respect to 75% of its total assets, invest in a security if, as a result of such investment, more than 5% of its total assets (taken at market value at the time of investment) would be invested in the securities of any one issuer, except that this restriction does not apply to securities issued or guaranteed by the U.S. government or its agencies or instrumentalities (or repurchase agreements with respect thereto);
3. The Portfolio will not, with respect to 75% of its assets, invest in a security if, as a result of such investment, it would hold more than 10% (taken at the time of investment) of the outstanding voting securities of any one issuer;
4. The Portfolio will not purchase or sell real estate (although it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein);
5. The Portfolio will not purchase or sell commodities contracts or oil, gas or mineral programs. This restriction shall not prohibit the Portfolio, subject to restrictions stated in the Trusts Prospectus and elsewhere in this Statement, from purchasing, selling or entering into futures contracts, options on futures contracts, foreign currency forward contracts, foreign currency options, or any interest rate, securities related or foreign currency-related hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities laws or commodities laws;
6. The Portfolio will not borrow money, issue senior securities, pledge, mortgage, hypothecate its assets, except that the Portfolio may (i) borrow from persons to the extent permitted by applicable law including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance, or enter into reverse repurchase agreements, or employ similar investment techniques, and pledge its assets in connection therewith, but only if immediately after each borrowing there is an asset coverage of 300% and (ii) enter into transactions in options, futures and options on futures and other derivative instruments as described in the Trusts Prospectus and this Statement (the deposit of assets in escrow in connection with the writing of covered put and call options and the purchase of securities on a when-issued or delayed delivery basis, collateral arrangements with respect to initial or variation margin deposits for future contracts and commitments entered into under swap agreements or other derivative instruments, will not be deemed to be pledges of the Portfolios assets);
7. The Portfolio will not lend funds or other assets, except that the Portfolio may, consistent with its investment objective and policies: (a) invest in debt obligations, including bonds, debentures or other debt securities, bankers acceptances and commercial paper, even though the purchase of such obligations may be deemed to be the making of a loan, (b) enter into repurchase agreements, (c) lend its Portfolio securities in an amount not to exceed one-third the value of its total assets, provided such loans are and in accordance with applicable guidelines established by the SEC; and (d) make loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance.
Fundamental Investment Restrictions Applicable Only to AST PIMCO Limited Maturity Bond Portfolio:
As a matter of fundamental policy, the Portfolio may not:
1. Invest in a security if, as a result of such investment, more than 25% of its total assets (taken at market value at the time of such investment) would be invested in the securities of issuers in any particular industry, except that this restriction does not apply to securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities (or repurchase agreements with respect thereto);
2. With respect to 75% of its assets, invest in a security if, as a result of such investment, more than 5% of its total assets (taken at market value at the time of such investment) would be invested in securities of any one issuer, except that this restriction does not apply to securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities;
3. With respect to 75% of its assets, invest in a security if, as a result of such investment, it would hold more than 10% (taken at the time of such investment) of the outstanding voting securities of any one issuer;
4. Purchase or sell real estate (although it may purchase securities secured by real estate or interests therein, or securities issued by companies which invest in real estate, or interests therein);
AMERICAN SKANDIA TRUST 20
5. Purchase or sell commodities or commodities contracts or oil, gas or mineral programs. This restriction shall not prohibit the Portfolio, subject to restrictions described in the Prospectus and elsewhere in this Statement, from purchasing, selling or entering into futures contracts, options, or any interest rate, securities-related or foreign currency-related hedging instrument, including swap agreements and other derivative instruments, subject to compliance with any applicable provisions of the federal securities or commodities laws;
6. Borrow money, issue senior securities, or pledge, mortgage or hypothecate its assets, except that the Portfolio may (i) borrow from persons to the extent permitted by applicable law including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance, or enter into reverse repurchase agreements, or employ similar investment techniques, and pledge its assets in connection therewith, but only if immediately after each borrowing there is asset coverage of 300% and (ii) enter into transactions in options, futures and options on futures and other derivative instruments as described in the Prospectus and in this Statement (the deposit of assets in escrow in connection with the writing of covered put and call options and the purchase of securities on a when-issued or delayed delivery basis, collateral arrangements with respect to initial or variation margin deposits for futures contracts and commitments entered into under swap agreements or other derivative instruments, will not be deemed to be pledges of the Portfolio assets);
7. Lend any funds or other assets, except that a Portfolio may, consistent with its investment objective and policies: (a) invest in debt obligations, including bonds, debentures or other debt securities, banker acceptance and commercial paper, even though the purchase of such obligations may be deemed to be the making of loans, (b) enter into repurchase agreements, (c) lend its portfolio securities in an amount not to exceed one-third of the value of its total assets, provided such loans are made in accordance with applicable guidelines established by the SEC; and (d) make loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance.
Fundamental Investment Restrictions Applicable Only to AST Money Market Portfolio:
1. The Portfolio will not purchase a security if as a result, the Portfolio would own more than 10% of the outstanding voting securities of any issuer.
2. As to 75% of the value of its total assets, the Portfolio will not invest more than 5% of its total assets, at market value, in the securities of any one issuer (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities).
3. The Portfolio will not purchase a security if as a result, more than 25% of its total assets, at market value, would be invested in the securities of issuers principally engaged in the same industry (except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, negotiable certificates of deposit, time deposits, and bankers acceptances of United States branches of United States banks).
4. The Portfolio will not enter into reverse repurchase agreements exceeding in the aggregate one-third of the market value of the Portfolios total assets, less liabilities other than obligations created by reverse repurchase agreements.
5. The Portfolio will not borrow money, except from persons to the extent permitted by applicable law including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance, for temporary, extraordinary or emergency purposes and then only in amounts not to exceed 33 1/3% of the value of the Portfolios total assets, taken at cost, at the time of such borrowing. The Portfolio may not mortgage, pledge or hypothecate any assets except in connection with any such borrowing. The Portfolio will not purchase securities while borrowings exceed 5% of the Portfolios total assets. This borrowing provision is included to facilitate the orderly sale of securities, for example, in the event of abnormally heavy redemption requests, and is not for investment purposes and shall not apply to reverse repurchase agreements.
6. The Portfolio will not make loans, except through purchasing or holding debt obligations, or entering into repurchase agreements, or loans of Portfolio securities in accordance with the Portfolios investment objectives and policies, or making loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance.
7. The Portfolio will not purchase or sell puts, calls, straddles, spreads, or any combination thereof; real estate; commodities; or commodity contracts or interests in oil, gas or mineral exploration or development programs. However, the Portfolio may purchase
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bonds or commercial paper issued by companies which invest in real estate or interests therein including real estate investment trusts.
Fundamental Investment Restrictions Applicable Only to the Following Portfolios:
AST AllianceBernstein Core Value Portfolio
AST AllianceBernstein Managed Index 500 Portfolio
AST American Century Income & Growth Portfolio
AST Cohen & Steers Realty Portfolio
AST DeAM Large-Cap Value Portfolio
AST DeAM Small-Cap Value Portfolio
AST DeAM Small-Cap Growth Portfolio
AST Federated Aggressive Growth Portfolio
AST Goldman Sachs Mid-Cap Growth Portfolio
AST Goldman Sachs Small-Cap Value Portfolio
AST JPMorgan International Equity Portfolio
AST Lord Abbett Bond-Debenture Portfolio
AST MFS Global Equity Portfolio
AST MFS Growth Portfolio
AST Marsico Capital Growth Portfolio
AST Mid-Cap Value Portfolio
AST Neuberger Berman Mid-Cap Growth Portfolio
AST Small-Cap Growth Portfolio
AST T. Rowe Price Large-Cap Growth Portfolio
1. No Portfolio may issue senior securities, except as permitted under the 1940 Act.
2. No Portfolio may borrow money, except that a Portfolio may (i) borrow money for non-leveraging, temporary or emergency purposes, and (ii) engage in reverse repurchase agreements and make other investments or engage in other transactions, which may involve a borrowing, in a manner consistent with the Portfolios investment objective and policies; provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Portfolios assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. Subject to the above limitations, a Portfolio may borrow from persons to the extent permitted by applicable law, including the Investment Company Act of 1940, or to the extent permitted by any exemption from the Investment Company Act of 1940 that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance.
3. No Portfolio may underwrite securities issued by other persons, except to the extent that the Portfolio may be deemed to be an underwriter (within the meaning of the Securities Act of 1933) in connection with the purchase and sale of portfolio securities.
4. No Portfolio may purchase or sell real estate unless acquired as a result of the ownership of securities or other instruments; provided that this restriction shall not prohibit a Portfolio from investing in securities or other instruments backed by real estate or in securities of companies engaged in the real estate business.
5. No Portfolio may 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 Portfolios investment policies, or (ii) investing in securities of any kind.
6. No Portfolio may make loans, except that a Portfolio may (i) lend portfolio securities in accordance with the Portfolios 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, (iii) acquire publicly distributed or privately placed debt securities, and (iv) make loans of money to other investment companies to the extent permitted by the Investment Company Act of 1940 or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance.
7. No Portfolio other than the AST Cohen Steers Realty Portfolio may purchase any security if, as a result, more than 25% of the value of the Portfolios assets would be invested in the securities of issuers having their principal business activities in the same industry; provided that this restriction does not apply to investments in obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities (or repurchase agreements with respect thereto). The AST Cohen Steers Realty Portfolio will invest at least 25% of its total assets in securities of companies engaged in the real estate business.
AMERICAN SKANDIA TRUST 22
8. No Portfolio other than the AST Cohen Steers Realty Portfolio may, with respect to 75% of the value of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, (i) more than 5% of the value of the Portfolios total assets would be invested in the securities of such issuer, or (ii) more than 10% of the outstanding voting securities of such issuer would be held by the Portfolio. The AST Cohen Steers Realty Portfolio may not, with respect to 50% of a Portfolios total assets, invest in the securities of any one issuer (other than the U.S. Government and its agencies and instrumentalities), if immediately after and as a result of such investment more than 5% of the total assets of the Portfolio would be invested in such issuer.
If a restriction on a Portfolios investments is adhered to at the time an investment is made, a subsequent change in the percentage of Portfolio assets invested in certain securities or other instruments, or change in average duration of the Portfolios investment portfolio, resulting from changes in the value of the Portfolios total assets, will not be considered a violation of the restriction; provided, however, that the asset coverage requirement applicable to borrowings shall be maintained in the manner contemplated by applicable law.
With respect to investment restrictions (2)and (6), a Portfolio will not borrow or lend to any other fund unless it applies for and receives an exemptive order from the SEC, if so required, or the SEC issues rulespermitting such transactions.
With respect to investment restriction (6), the restriction on making loans is not considered to limit a Portfolios investments in loan participations and assignments.
With respect to investment restriction (7), the AST JPMorgan International Equity Portfolio and the AST Global Allocation Portfolio will not consider a bank-issued guaranty or financial guaranty insurance as a separate security for purposes of determining the percentage of the Portfolios assets invested in the securities of issuers in a particular industry.
Fundamental Investment Restrictions Applicable Only to the AST Asset Allocation Portfolios:
AST Aggressive Growth Asset Allocation Portfolio
AST Capital Growth Asset Allocation Portfolio
AST Balanced Asset Allocation Portfolio
AST Conservative Asset Allocation Portfolio
AST Preservation Asset Allocation Portfolio
Under its fundamental investment restrictions, each Asset Allocation Portfolio may not:
1. Issue senior securities, except as permitted under the Investment Company Act of 1940 (the Investment Company Act).
2. Borrow money, except that an Asset Allocation Portfolio may (i) borrow money for non-leveraging, temporary or emergency purposes, and (ii) engage in reverse repurchase agreements and make other investments or engage in other transactions, which may involve a borrowing, in a manner consistent with the Asset Allocation Portfolios investment objective and policies; provided that the combination of (i) and (ii) shall not exceed 33 1/3% of the value of the Asset Allocation Portfolios assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings that come to exceed this amount will be reduced in accordance with applicable law. Subject to the above limitations, an Asset Allocation Portfolio may borrow from persons to the extent permitted by applicable law, including the Investment Company Act, or to the extent permitted by any exemption from the Investment Company Act that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance.
3. Underwrite securities issued by other persons, except to the extent that an Asset Allocation Portfolio may be deemed to be an underwriter (within the meaning of the Securities Act of 1933) in connection with the purchase and sale of portfolio securities.
4. Purchase or sell real estate unless acquired as a result of the ownership of securities or other instruments; provided that this restriction shall not prohibit an Asset Allocation Portfolio from investing in securities or other instruments backed by real estate or in securities of companies engaged in the real estate business.
5. Purchase or sell physical commodities unless acquired as a result of the ownership of securities or instruments; provided that this restriction shall not prohibit an Asset Allocation Portfolio from (i) engaging in permissible options and futures transactions and forward foreign currency contracts in accordance with the Asset Allocation Portfolios investment policies, or (ii) investing in securities of any kind.
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6. Make loans, except that an Asset Allocation Portfolio may (i) lend portfolio securities in accordance with the Asset Allocation Portfolios investment policies in amounts up to 33 1/3% of the total assets of the Asset Allocation Portfolio taken at market value, (ii) purchase money market securities and enter into repurchase agreements, (iii) acquire publicly distributed or privately placed debt securities, and (iv) make loans of money to other investment companies to the extent permitted by the Investment Company Act or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance.
7. Purchase any security if, as a result, more than 25% of the value of the Asset Allocation Portfolios assets would be invested in the securities of issuers having their principal business activities in the same industry; provided that this restriction does not apply to investments in obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or to municipal securities (or repurchase agreements with respect thereto). For purposes of this limitation, investments in other investment companies shall not be considered an investment in any particular industry.
If a restriction on an Asset Allocation Portfolios investments is adhered to at the time an investment is made, a subsequent change in the percentage of Asset Allocation Portfolio assets invested in certain securities or other instruments, or change in average duration of the Asset Allocation Portfolios investment portfolio, resulting from changes in the value of the Asset Allocation Portfolios total assets, will not be considered a violation of the restriction; provided, however, that the asset coverage requirement applicable to borrowings shall be maintained in the manner contemplated by applicable law.
With respect to investment restrictions (2)and (6), an Asset Allocation Portfolio will not borrow or lend to any other fund unless it applies for and receives an exemptive order from the SEC, if so required, or the SEC issues rulespermitting such transactions.
With respect to investment restriction (6), the restriction on making loans is not considered to limit an Asset Allocation Portfolios investments in loan participations and assignments.
With respect to investment restriction (7), each Asset Allocation Portfolio will not consider a bank-issued guaranty or financial guaranty insurance as a separate security for purposes of determining the percentage of the Asset Allocation Portfolios assets invested in the securities of issuers in a particular industry.
Fundamental Investment Restrictions Applicable Only to the Following Portfolios:
AST First Trust Balanced Target Portfolio
AST First Trust Capital Appreciation Target Portfolio
AST Advanced Strategies Portfolio
Under its fundamental investment restrictions, each Portfolio may not:
1. Issue senior securities, except as permitted under the Investment Company Act of 1940 (the Investment Company Act).
2. Borrow money, except that a Portfolio may (i) borrow money for non-leveraging, temporary or emergency purposes, and (ii) engage in reverse repurchase agreements and make other investments or engage in other transactions, which may involve a borrowing, in a manner consistent with the Portfolios investment objective and policies; provided that the combination of (i) and (ii) shall not exceed 33 1/3 % of the value of the Portfolios assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law. Any borrowings that come to exceed this amount will be reduced in accordance with applicable law. Subject to the above limitations, a Portfolio may borrow from persons to the extent permitted by applicable law, including the Investment Company Act, or to the extent permitted by any exemption from the Investment Company Act that may be granted by the SEC, or any SEC releases, no-action letters or similar relief or interpretive guidance.
3. Underwrite securities issued by other persons, except to the extent that a Portfolio may be deemed to be an underwriter (within the meaning of the Securities Act of 1933) in connection with the purchase and sale of portfolio securities.
4. Purchase or sell real estate unless acquired as a result of the ownership of securities or other instruments; provided that this restriction shall not prohibit a Portfolio from investing in securities or other instruments backed by real estate or in securities of companies engaged in the real estate business.
5. 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 Portfolios investment policies, or (ii) investing in securities of any kind.
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6. Make loans, except that a Portfolio may (i) lend portfolio securities in accordance with the Portfolios 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, (iii) acquire publicly distributed or privately placed debt securities, and (iv) make loans of money to other investment companies to the extent permitted by the Investment Company Act or any exemption therefrom that may be granted by the SEC or any SEC releases, no-action letters or similar relief or interpretive guidance.
7. Purchase any security if, as a result, more than 25% of the value of the Portfolios assets would be invested in the securities of issuers having their principal business activities in the same industry; provided that this restriction does not apply to investments in obligations issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities or to municipal securities (or repurchase agreements with respect thereto). For purposes of this limitation, investments in other investment companies shall not be considered an investment in any particular industry.
8. With respect to 75% of the value of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities) if, as a result, (i) more than 5% of the value of the Portfolios total assets would be invested in the securities of such issuer, or (ii) more than 10% of the outstanding voting securities of such issuer would be held by the Portfolio.
If a restriction on a Portfolios investments is adhered to at the time an investment is made, a subsequent change in the percentage of the Portfolio assets invested in certain securities or other instruments, or change in average duration of the Portfolios investment portfolio, resulting from changes in the value of the Portfolios total assets, will not be considered a violation of the restriction; provided, however, that the asset coverage requirement applicable to borrowings shall be maintained in the manner contemplated by applicable law.
With respect to investment restriction (6), the restriction on making loans is not considered to limit Portfolios investments in loan participations and assignments.
With respect to investment restriction (7), a Portfolio will not consider a bank-issued guaranty or financial guaranty insurance as a separate security for purposes of determining the percentage of the Portfolios assets invested in the securities of issuers in a particular industry.
With respect to investment restrictions (2) and (6), a Portfolio will not borrow or lend to any other fund unless it applies for and receives an exemptive order from the SEC, if so required, or the SEC issues rules permitting such transactions. Except as expressly specified immediately above, the investment objective and all other investment policies and restrictions of each Portfolio are not fundamental policies and may be changed by the Board of Trustees of the Fund without approval of the shareholders of the applicable Portfolio.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS
Non-Fundamental Investment Restrictions Applicable Only to AST AllianceBernstein Core Value Portfolio
The Portfolio will not:
1. Purchase any security or evidence of interest therein on margin, except that such short-term credit as may be necessary for the clearance of purchases and sales of securities may be obtained and except that deposits of initial deposit and variation margin may be made in connection with the purchase, ownership, holding or sale of futures;
2. Invest for the purpose of exercising control or management;
3. Purchase securities of other investment companies except in compliance with the 1940 Act; or
4. Invest more than 15% of the Portfolios net assets (taken at the greater of cost or market value) in securities that are illiquid or not readily marketable, not including Rule 144A securities and commercial paper that is sold under section 4(2) of the 1933 Act that have been determined to be liquid under procedures established by the Board of Trustees.
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Non-Fundamental Investment Restrictions Applicable Only to AST AllianceBernstein Growth & Income Portfolio
The Portfolio may not:
1. Purchase the securities of any other investment company except in compliance with the 1940 Act; and
2. Sell securities short.
3. Pledge, mortgage, or hypothecate its assets however, this provision does not apply to the grant of escrow receipts or the entry into other similar escrow arrangements arising out of the writing of covered call options.
4. Purchase securities of any issuer unless it or its predecessor has a record of three years continuous operation, except that the Portfolio may purchase securities of such issuers through subscription offers or other rights it receives as a security holder of companies offering such subscriptions or rights, and such purchases will then be limited in the aggregate to 5% of the Portfolios net assets at the time of investment.
5. Make short sales except short sales made against the box to defer recognition of taxable gains or losses.
6. Purchase a security if as a result, more than 5% of the value of that Portfolios assets, at market value, would be invested in the securities of issuers which, with their predecessors, have been in business less than three years.
7. Invest in companies for the purpose of exercising control or management.
8. Buy any securities or other property on margin (except for such short-term credits as are necessary for the clearance of transactions).
Non-Fundamental Investment Restrictions Applicable Only to AST AllianceBernstein Managed Index 500 Portfolio
The Portfolio will not:
1. The Portfolio will not change its policy to invest at least 80% of the value of its assets in securities included in the S&P 500® unless it provides 60 days prior written notice to its shareholders.
2. Purchase any security or evidence of interest therein on margin, except that such short-term credit as may be necessary for the clearance of purchases and sales of securities may be obtained and except that deposits of initial deposit and variation margin may be made in connection with the purchase, ownership, holding or sale of futures;
3. Invest for the purpose of exercising control or management;
4. Purchase securities of other investment companies except in compliance with the 1940 Act; or
5. Invest more than 15% of the Portfolios net assets (taken at the greater of cost or market value) in securities that are illiquid or not readily marketable, not including Rule 144A securities and commercial paper that is sold under section 4(2) of the 1933 Act that have been determined to be liquid under procedures established by the Board of Trustees.
Non-Fundamental Investment Restrictions Applicable Only to AST American Century Strategic Balanced Portfolio
The Portfolio will not:
1. Invest more than 15% of its assets in illiquid investments;
2. Invest in the securities of other investment companies except in compliance with the 1940 Act;
3. Buy securities on margin or sell short (unless it owns, or by virtue of its ownership of, other securities has the right to obtain securities equivalent in kind and amount to the securities sold); however, the Portfolio may make margin deposits in connection with the use of any financial instrument or any transaction in securities permitted under its investment policies; or
4. Invest for control or for management.
Non-Fundamental Investment Restrictions of AST Cohen & Steers Realty Portfolio
The Portfolio will not:
1. Change its policy to invest at least 80% of the value of its assets in securities of real estate related issuers unless it provides 60 days prior written notice to its shareholders.
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2. Invest in illiquid securities, as defined in the prospectus under Investment Objective and Policies, AST Cohen Steers Realty Portfolio if immediately after such investment more than 15% of the Portfolios net assets (taken at market value) would be invested in such securities;
3. Pledge, hypothecate, mortgage or otherwise encumber its assets, except to secure permitted borrowings;
4. Participate on a joint or joint and several basis in any securities trading account;
5. Invest in companies for the purpose of exercising control;
6. Purchase securities of investment companies except in compliance with the 1940 Act; or
7. (a) invest in interests in oil, gas, or other mineral exploration or development programs; or (b) purchase securities on margin, except for such short-term credits as may be necessary for the clearance of transactions.
Non-Fundamental Investment Restrictions of AST DeAM Large-Cap Value Portfolio
1. Change its policy to invest at least 80% of the value of its assets in large capitalization companies unless it provides 60 days prior written notice to its shareholders.
2. Invest for the purpose of exercising control or management of another issuer.
3. Purchase securities of other investment companies, except in compliance with the 1940 Act.
4. Invest more than 15% of its net assets in illiquid securities.
Non-Fundamental Investment Restrictions of AST DeAM Small-Cap Value Portfolio
1. Change its policy to invest at least 80% of the value of its assets in small capitalization companies unless it provides 60 days prior written notice to its shareholders.
2. Invest for the purpose of exercising control or management of another issuer.
3. Purchase securities of other investment companies, except in compliance with the 1940 Act.
4. Invest more than 15% of its net assets in illiquid securities.
Non-Fundamental Investment Restrictions of AST DeAM Small-Cap Growth Portfolio
The Portfolio will not:
1. Change its policy to invest at least 80% of the value of its assets in small capitalization companies unless it provides 60 days prior written notice to its shareholders.
2. Invest for the purpose of exercising control or management of another issuer.
3. Purchase securities of other investment companies, except in compliance with the 1940 Act.
4. Invest more than 15% of its net assets in illiquid securities.
Non-Fundamental Investment Restrictions Applicable Only to AST Federated Aggressive Growth Portfolio
1. The Portfolio will not purchase securities on margin, provided that the Portfolio may obtain short-term credits necessary for the clearance of purchases and sales of securities, and further provided that the Portfolio may make margin deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments.
2. The Portfolio will not mortgage, pledge, or hypothecate any of its assets, provided that this shall not apply to the transfer of securities in connection with any permissible borrowing or to collateral arrangements in connection with permissible activities.
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3. The Portfolio will not purchase securities for which there is no readily available market, or enter into repurchase agreements or purchase time deposits maturing in more than seven days, if immediately after and as a result, the value of such securities would exceed, in the aggregate, 15% of the Portfolios net assets.
Non-Fundamental Investment Restrictions Applicable Only to AST Global Allocation Portfolio
The Portfolio will not:
1. The Portfolio will not change its policy to invest at least 80% of the value of its assets in fixed income securities unless it provides 60 days prior written notice to its shareholders.
2. Pledge, mortgage or hypothecate its assets in excess, together with permitted borrowings, of 1/3 of its total assets;
3. Purchase securities on margin, except (i) the Portfolio may make margin deposits in connection with futures contracts or other permissible investments and (ii) the Portfolio may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities;
4. Purchase illiquid securities if, as a result, more than 15% of its net assets would be invested in such securities;
5. Buy options on securities or financial instruments, unless the aggregate premiums paid on all such options held by the Portfolio at any time do not exceed 20% of its net assets; or sell put options on securities if, as a result, the aggregate value of the obligations underlying such put options would exceed 50% of the Portfolios net assets;
6. Enter into futures contracts or purchase options thereon which do not represent bona fide hedging unless immediately after the purchase, the value of the aggregate initial margin with respect to all such futures contracts entered into on behalf of the Portfolio and the premiums paid for such options on futures contracts does not exceed 5% of the Portfolios total assets, provided that in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in computing the 5% limit;
7. Purchase warrants if as a result warrants taken at the lower of cost or market value would represent more than 10% of the value of the Portfolios total net assets, except that this restriction does not apply to warrants acquired as a result of the purchase of another security;
8. Make securities loans if the value of such securities loaned exceeds 30% of the value of the Portfolios total assets at the time any loan is made; all loans of portfolio securities will be fully collateralized and marked to market daily. The Portfolio has no current intention of making loans of portfolio securities that would amount to greater than 5% of the Portfolios total assets; or
9. Purchase or sell real estate limited partnership interests.
10. Invest more than 20% of its total assets in below investment grade, high-risk bonds, including bonds in default or those with the lowest rating;
11. Invest in companies for the purpose of exercising management or control;
12. Purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act; or
13. Effect short sales of securities.
In addition to the restrictions described above, some foreign countries limit, or prohibit, all direct foreign investment in the securities of their companies. However, the governments of some countries have authorized the organization of investment funds to permit indirect foreign investment in such securities. For tax purposes these funds may be known as Passive Foreign Investment Companies. The Portfolio is subject to certain percentage limitations under the 1940 Act relating to the purchase of securities of investment companies, and may be subject to the limitation that no more than 10% of the value of the Portfolios total assets may be invested in such securities.
Restrictions with respect to repurchase agreements shall be construed to be for repurchase agreements entered into for the investment of available cash consistent with the Portfolios repurchase agreement procedures, not repurchase commitments entered into for general investment purposes.
If a percentage restriction on investment or utilization of assets as set forth under Investment Restrictions and Investment Policies
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above is adhered to at the time an investment is made, a later change in percentage resulting from changes in the value or the total cost of Portfolios assets will not be considered a violation of the restriction.
Non-Fundamental Investment Restrictions Applicable to AST Goldman Sachs Concentrated Growth Portfolio
1. The Portfolio will not purchase a security if as a result, more than 15% of its net assets in the aggregate, at market value, would be invested in securities which cannot be readily resold because of legal or contractual restrictions on resale or for which there is no readily available market, or repurchase agreements maturing in more than seven days or securities used as a cover for written over-the-counter options, if any. The Trustees, or the Investment Manager or the Sub-advisor acting pursuant to authority delegated by the Trustees, may determine that a readily available market exists for securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933, or any successor to such rule, and therefore that such securities are not subject to the foregoing limitation.
2. The Portfolio may borrow money for temporary or emergency purposes (not for leveraging or investment) in an amount not exceeding 25% of the value of its total assets (including the amount borrowed) less liabilities (other than borrowings). Any borrowings that come to exceed 25% of the value of the Portfolios total assets by reason of a decline in net assets will be reduced within three business days to the extent necessary to comply with the 25% limitation. Under such a circumstance, the Portfolio may have to liquidate securities at a time when it is disadvantageous to do so. This policy shall not prohibit reverse repurchase agreements or deposits of assets to margin or guarantee positions in futures, options, swaps or forward contracts, or the segregation of assets in connection with such contracts.
3. The Portfolio will not enter into any futures contracts or options on futures contracts for purposes other than bona fide hedging transactions (as defined by the CFTC) if as a result the sum of the initial margin deposits and premium required to establish positions in futures contracts and related options that do not fall within the definition of bona fide hedging transactions would exceed 5% of the fair market value of the Portfolios net assets.
4. The Portfolio will not enter into any futures contracts if the aggregate amount of the Portfolios commitments under outstanding futures contracts positions of the Portfolio would exceed the market value of the total assets of the Portfolio.
5. The Portfolio will not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in options, swaps and forward futures contracts are not deemed to constitute selling securities short.
6. The Portfolio will not mortgage or pledge any securities owned or held by the Portfolio in amounts that exceed, in the aggregate, 15% of the Portfolios net asset value, provided that this limitation does not apply to reverse repurchase agreements or in the case of assets deposited to margin or guarantee positions in futures, options, swaps or forward contracts or placed in a segregated account in connection with such contracts.
Non-Fundamental Investment Restrictions Applicable Only to AST Goldman Sachs Mid-Cap Growth Portfolio
1. The Portfolio will not change its policy to invest at least 80% of the value of its assets in medium capitalization companies unless it provides 60 days prior written notice to its shareholders.
2. The Portfolio does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short without the payment of any additional consideration therefor, and provided that transactions in futures, options, swaps and forward contracts are not deemed to constitute selling securities short.
3. The Portfolio does not currently intend to purchase securities on margin, except that the Portfolio may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments and other deposits in connection with transactions in futures, options, swaps and forward contracts shall not be deemed to constitute purchasing securities on margin.
4. The Portfolio may not mortgage or pledge any securities owned or held by the Portfolio in amounts that exceed, in the aggregate, 15% of the Portfolios net asset value, provided that this limitation does not apply to reverse repurchase agreements, deposits of assets to margin, guarantee positions in futures, options, swaps or forward contracts, or the segregation of assets in connection with such contracts.
5. The Portfolio does not currently intend to purchase any security or enter into a repurchase agreement if, as a result, more than 15% of its net assets would be invested in repurchase agreements not entitling the holder to payment of principal and interest within seven days and in securities that are illiquid by virtue of legal or contractual restrictions on resale or the absence of a readily available market. The Trustees, or the Portfolios Sub-advisor acting pursuant to authority delegated by the Trustees, may determine that a
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readily available market exists for securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (Rule 144A Securities), or any successor to such rule, Section 4(2) commercial paper and municipal lease obligations. Accordingly, such securities may not be subject to the foregoing limitation.
6. The Portfolio may not invest in companies for the purpose of exercising control of management
Non-Fundamental Investment Restrictions Applicable Only to AST Goldman Sachs Small-Cap Value Portfolio
1. Effective July 31, 2002, change its policy to invest at least 80% of the value of its assets in small capitalization companies unless it provides 60 days prior written notice to its shareholders.
2. Pledge its assets (other than to secure borrowings or to the extent permitted by the Portfolios investment policies as permitted by applicable law);
3. Make short sales of securities or maintain a short position except to the extent permitted by applicable law;
4. Invest knowingly more than 15% of its net assets (at the time of investment) in illiquid securities, except for securities qualifying for resale under Rule 144A of the Securities Act of 1933, deemed to be liquid by the Board of Trustees;
5. Invest in the securities of other investment companies except as permitted by applicable law;
6. Invest in real estate limited partnership interests or interests in oil, gas or other mineral leases, or exploration or other development programs, except that the Portfolio may invest in securities issued by companies that engage in oil, gas or other mineral exploration or other development activities; or
7. Write, purchase or sell puts, calls, straddles, spreads or combinations thereof, except to the extent permitted in this Statement and the Trusts Prospectus, as they may be amended from time to time.
Non-Fundamental Investment Restrictions Applicable Only to AST High Yield Portfolio
(1) Invest in companies for the purpose of exercising control or management;
(2) Invest more than 15% of the Funds net assets in illiquid investments, including illiquid repurchase agreements with a notice or demand period of more than seven days, securities which are not readily marketable and restricted securities not eligible for resale pursuant to Rule144A under the 1933 Act;
(3) Purchase additional securities if the Funds borrowings (excluding covered mortgage dollar rolls) exceed 5% of its net assets; or
(4) Make short sales of securities, except short sales against-the-box.
Non-Fundamental Investment Restrictions Applicable Only to AST JPMorgan International Equity Portfolio
The Portfolio will not:
1. Change its policy to invest at least 80% of the value of its assets in equity securities unless it provides 60 days prior written notice to its shareholders.
2. Make investments for the purpose of gaining control of a companys management.
Non-Fundamental Investment Restrictions Applicable Only to AST LSV International Value Portfolio
The Portfolio will not:
1. Change its policy to invest at least 80% of the value of its assets in equity securities unless it provides 60 days prior written notice to its shareholders.
2. Invest more than 15% of the market value of its net assets in securities which are not readily marketable, including repurchase agreements maturing in over seven days;
3. Purchase securities of other investment companies except in compliance with the 1940 Act;
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4. Invest in companies for the purpose of exercising control or management.
5. Purchase any securities on margin except to obtain such short-term credits as may be necessary for the clearance of transactions (and provided that margin payments and other deposits in connection with transactions in options, futures and forward contracts shall not be deemed to constitute purchasing securities on margin); or
6. Sell securities short.
In addition, in periods of uncertain market and economic conditions, as determined by the Sub-advisor, the Portfolio may depart from its basic investment objective and assume a defensive position with up to 100% of its assets temporarily invested in high quality corporate bonds or notes and government issues, or held in cash.
If a percentage restriction is adhered to at the time of investment, a later increase or decrease in percentage beyond the specified limit that results from a change in values or net assets will not be considered a violation.
Non-Fundamental Investment Restrictions Applicable Only to AST Lord Abbett Bond-Debenture Portfolio
The Portfolio will not:
1. Change its policy to invest at least 80% of the value of its assets in fixed income securities unless it provides 60 days prior written notice to its shareholders.
2. Pledge its assets (other than to secure borrowings, or to the extent permitted by the Portfolios investment policies);
3. Make short sales of securities;
4. Invest knowingly more than 15% of its net assets (at the time of investment) in illiquid securities;
5. Invest in the securities of other investment companies except in compliance with the 1940 Act;
6. Invest in real estate limited partnership interests or interests in oil, gas or other mineral leases, or exploration or other development programs, except that the Portfolio may invest in securities issued by companies that engage in oil, gas or other mineral exploration or other development activities;
7. Write, purchase or sell puts, calls, straddles, spreads or combinations thereof, except to the extent permitted in this Statement and the Trusts Prospectus, as they may be amended from time to time;
8. Invest more than 10% of the market value of its gross assets at the time of investment in debt securities that are in default as to interest or principal.
Non-Fundamental Investment Restrictions Applicable Only to AST MFS Global Equity Portfolio
The Portfolio will not:
1. Change its policy to invest at least 80% of the value of its assets in equity securities unless it provides 60 days prior written notice to its shareholders.
Non-Fundamental Investment Restrictions Applicable to AST Marsico Capital Growth Portfolio
1. The Portfolio does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short without the payment of any additional consideration therefor, and provided that transactions in futures, options, swaps and forward contracts are not deemed to constitute selling securities short.
2. The Portfolio does not currently intend to purchase securities on margin, except that the Portfolio may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments and other deposits in connection with transactions in futures, options, swaps and forward contracts shall not be deemed to constitute purchasing securities on margin.
3. The Portfolio may not mortgage or pledge any securities owned or held by the Portfolio in amounts that exceed, in the aggregate, 15% of the Portfolios net asset value, provided that this limitation does not apply to (i) reverse repurchase agreements; (ii) deposits of
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assets on margin; (iii) guaranteed positions in futures, options, swaps or forward contracts; or (iv) the segregation of assets in connection with such contracts.
4. The Portfolio does not currently intend to purchase any securities or enter into a repurchase agreement if, as a result, more than 15% of its net assets would be invested in repurchase agreements not entitling the holder to payment of principal and interest within seven days and in securities that are illiquid by virtue of legal or contractual restrictions on resale or the absence of a readily available market. The Trustees of the Trust, or the Sub-advisor acting pursuant to authority delegated by the Trustees, may determine that a readily available market exists for securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933, as amended, or any successor to such rule, and Section 4(2) commercial paper. Accordingly, such securities may not be subject to the foregoing limitation.
5. The Portfolio may not invest in companies for the purpose of exercising control or management.
Non-Fundamental Investment Restrictions Applicable Only to AST Mid-Cap Value Portfolio
The Portfolio may not:
1. Purchase securities on margin, but it may obtain such short-term credits from banks as may be necessary for the clearance of purchase and sales of securities;
2. Mortgage, pledge or hypothecate any of its assets except that, in connection with permissible borrowings, not more than 20% of the assets of the Portfolio (not including amounts borrowed) may be used as collateral;
3. Invest in the securities of other investment companies except in compliance with the Investment Company Act of 1940;
4. Invest, in the aggregate, more than 15% of the value of its total assets in securities for which market quotations are not readily available, securities that are restricted for public sale, or in repurchase agreements maturing or terminable in more than seven days;
5. Sell securities short, except that the Portfolio may make short sales if it owns the securities sold short or has the right to acquire such securities through conversion or exchange of other securities it owns; or
6. Invest in companies for the purpose of exercising control.
Non-Fundamental Investment Restrictions Applicable Only to AST Money Market Portfolio
1. The Portfolio will not buy any securities or other property on margin (except for such short-term credits as are necessary for the clearance of transactions).
2. Portfolio will not invest in companies for the purpose of exercising control or management.
3. The Portfolio will not acquire any illiquid securities, such as repurchase agreements with more than seven days to maturity or fixed time deposits with a duration of over seven calendar days, if as a result thereof, more than 10% of the market value of the Portfolios total assets would be in investments which are illiquid.
4. The Portfolio will not purchase securities on margin, make short sales of securities, or maintain a short position, provided that this restriction shall not be deemed to be applicable to the purchase or sale of when-issued securities or of securities for delivery at a future date.
Non-Fundamental Investment Restrictions Applicable Only to AST Neuberger Berman Mid-Cap Growth Portfolio
1. The Portfolio will not change its policy to invest at least 80% of the value of its assets in medium capitalization companies unless it provides 60 days prior written notice to its shareholders.
2. The Portfolio may not purchase securities if outstanding borrowings, including any reverse repurchase agreements, exceed 5% of its total assets.
3. Except for the purchase of debt securities and engaging in repurchase agreements, the Portfolio may not make any loans other than securities loans.
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4. The Portfolio may not purchase securities on margin from brokers, except that the Portfolio may obtain such short-term credits as are necessary for the clearance of securities transactions. Margin payments in connection with transactions in futures contracts and options on futures contracts shall not constitute the purchase of securities on margin and shall not be deemed to violate the foregoing limitation.
5. The Portfolio may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold without payment of additional consideration. Transactions in futures contracts and options shall not constitute selling securities short.
6. The Portfolio may not purchase any security if, as a result, more than 15% of its net assets would be invested in illiquid securities. Illiquid securities include securities that cannot be sold within seven days in the ordinary course of business for approximately the amount at which the Portfolio has valued the securities, such as repurchase agreements maturing in more than seven days.
Non-Fundamental Investment Restrictions Applicable Only to AST Neuberger Berman Mid-Cap Value Portfolio
1. The Portfolio will not change its policy to invest at least 80% of the value of its assets in medium capitalization companies unless it provides 60 days prior written notice to its shareholders.
2. The Portfolio may not purchase securities if outstanding borrowings, including any reverse repurchase agreements, exceed 5% of its total assets.
3. Except for the purchase of debt securities and engaging in repurchase agreements, the Portfolio may not make any loans other than securities loans.
4. The Portfolio may not purchase securities on margin from brokers, except that the Portfolio may obtain such short-term credits as are necessary for the clearance of securities transactions. Margin payments in connection with transactions in futures contracts and options on futures contracts shall not constitute the purchase of securities on margin and shall not be deemed to violate the foregoing limitation.
5. The Portfolio may not sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold without payment of additional consideration. Transactions in futures contracts and options shall not constitute selling securities short.
6. The Portfolio may not purchase any security if, as a result, more than 15% of its net assets would be invested in illiquid securities. Illiquid securities include securities that cannot be sold within seven days in the ordinary course of business for approximately the amount at which the Portfolio has valued the securities, such as repurchase agreements maturing in more than seven days.
7. The Portfolio may not invest in puts, calls, straddles, spreads, or any combination thereof, except that the Portfolio may (i) write (sell) covered call options against portfolio securities having a market value not exceeding 10% of its net assets and (ii) purchase call options in related closing transactions. The Portfolio does not construe the foregoing limitation to preclude it from purchasing or writing options on futures contracts.
8. The Portfolio may not invest more than 10% of the value of its total assets in securities of foreign issuers, provided that this limitation shall not apply to foreign securities denominated in U.S. dollars.
Non-Fundamental Investment Restrictions of Applicably Only to AST PIMCO Total Return Bond Portfolio
1. The Portfolio will not change its policy to invest at least 80% of the value of its assets in fixed income securities unless it provides 60 days prior written notice to its shareholders.
2. The Portfolio will not invest more than 15% of the assets of the Portfolio (taken at market value at the time of the investment) in illiquid securities, illiquid securities being defined to include securities subject to legal or contractual restrictions on resale (which may include private placements), repurchase agreements maturing in more than seven days, certain options traded over the counter that the Portfolio has purchased, securities being used to cover options a Portfolio has written, securities for which market quotations are not readily available, or other securities which legally or in the Sub-advisors option may be deemed illiquid.
3. The Portfolio will not purchase securities for the Portfolio from, or sell portfolio securities to, any of the officers and directors or Trustees of the Trust or of the Investment Manager or of the Sub-advisor.
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4. The Portfolio will not invest more than 5% of the assets of the Portfolio (taken at market value at the time of investment) in any combination of interest only, principal only, or inverse floating rate securities.
5. The Portfolio will not maintain a short position, or purchase, write or sell puts, calls, straddles, spreads or combinations thereof, except as set forth in the Trusts Prospectus and this Statement for transactions in options, futures, and options on futures transactions arising under swap agreements or other derivative instruments.
6. Invest in companies for the purpose of exercising control or management.
7. Buy any securities or other property on margin (except for such short-term credits as are necessary for the clearance of transactions).
Non-Fundamental Investment Restrictions Applicable Only to AST PIMCO Limited Maturity Bond Portfolio
1. The Portfolio will not change its policy to invest at least 80% of the value of its assets in fixed income securities unless it provides 60 days prior written notice to its shareholders.
2. Invest more than 15% of the assets of the Portfolio (taken at market value at the time of the investment) in illiquid securities, illiquid securities being defined to include securities subject to legal or contractual restrictions on resale (which may include private placements), repurchase agreements maturing in more than seven days, certain options traded over the counter that a Portfolio has purchased, securities being used to cover such options a Portfolio has written, securities for which market quotations are not readily available, or other securities which legally or in the Sub-advisors opinion may be deemed illiquid.
3. Invest more than 5% of the assets of the Portfolio (taken at market value at the time of investment) in any combination of interest only, principal only, or inverse floating rate securities.
4. Maintain a short position, or purchase, write or sell puts, calls, straddles, spreads or combinations thereof, except on such conditions as may be set forth in the Prospectus and in this SAI.
5. Invest in companies for the purpose of exercising control or management.
6. Buy any securities or other property on margin (except for such short-term credits as are necessary for the clearance of transactions).
The Staff of the SEC has taken the position that purchased OTC options and the assets used as cover for written OTC options are illiquid securities. Therefore, the Portfolio has adopted an investment policy pursuant to which the Portfolio will not purchase or sell OTC options if, as a result of such transactions, the sum of the market value of OTC options currently outstanding which are held by the Portfolio, the market value of the underlying securities covered by OTC call options currently outstanding which were sold by the Portfolio and margin deposits on the Portfolios existing OTC options on futures contracts exceeds 15% of the total assets of the Portfolio, taken at market value, together with all other assets of the Portfolio which are illiquid or are otherwise not readily marketable. However, if an OTC option is sold by the Portfolio to a primary U.S. Government securities dealer recognized by the Federal Reserve Bank of New York and if the Portfolio has the unconditional contractual right to repurchase such OTC option from the dealer at a predetermined price, then the Portfolio will treat as illiquid such amount of the underlying securities equal to the repurchase price less the amount by which the option is in-the-money (i.e., current market value of the underlying securities minus the options strike price). The repurchase price with the primary dealers is typically a formula price which is generally based on a multiple of the premium received for the option, plus the amount by which the option is in-the-money.
Non-Fundamental Investment Restrictions Applicable Only to AST Small-Cap Growth Portfolio
The Portfolio will not:
1. Change its policy to invest at least 80% of the value of its assets in small capitalization companies unless it provides 60 days prior written notice to its shareholders.
2. Invest for the purpose of exercising control or management of another issuer.
3. Purchase securities of other investment companies, except in compliance with the 1940 Act.
4. Invest more than 15% of its net assets in illiquid securities.
AMERICAN SKANDIA TRUST 34
Non-Fundamental Investment Restrictions Applicable Only to AST Small-Cap Value Portfolio
The Portfolio will not:
1. Change its policy to invest at least 80% of the value of its assets in small capitalization companies unless it provides 60 days prior written notice to its shareholders (this limitation is effective on July 31, 2002).
2. Purchase additional securities when money borrowed exceeds 5% of its total assets;
3. Invest in companies for the purpose of exercising management or control;
4. Purchase a futures contract or an option thereon if, with respect to positions in futures or options on futures which do not represent bona fide hedging, the aggregate initial margin and premiums on such options would exceed 5% of the Portfolios net asset value;
5. Purchase illiquid securities if, as a result, more than 15% of its net assets would be invested in such securities. Securities eligible for resale under Rule 144A of the Securities Act of 1933 may be subject to this 15% limitation;
6. Purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act or the conditions of any order of exemption from the SEC regarding the purchase of securities of money market funds managed by the Sub-advisor or its affiliates;
7. Purchase securities on margin, except (i) for use of short-term credit necessary for clearance of purchases of portfolio securities and (ii) the Portfolio may make margin deposits in connection with futures contracts or other permissible investments;
8. Mortgage, pledge, hypothecate or, in any manner, transfer any security owned by the Portfolio as security for indebtedness except as may be necessary in connection with permissible borrowings or investments and then such mortgaging, pledging or hypothecating may not exceed 33 1/3% of the Portfolios total assets at the time of borrowing or investment;
9. Invest in puts, calls, straddles, spreads, or any combination thereof, except to the extent permitted by the Trusts Prospectus and this Statement;
10. Sell securities short, except that the Portfolio may make short sales if it owns the securities sold short or has the right to acquire such securities through conversion or exchange of other securities it owns; or
11. Invest in warrants if, as a result thereof, more than 10% of the value of the net assets of the Portfolio would be invested in warrants, except that this restriction does not apply to warrants acquired as a result of the purchase of another security. For purposes of these percentage limitations, the warrants will be valued at the lower of cost or market.
Non-Fundamental Investment Restrictions Applicable Only to AST T. Rowe Price Asset Allocation Portfolio
The Portfolio will not:
1. Purchase additional securities when money borrowed exceeds 5% of the Portfolios total assets;
2. Invest in companies for the purpose of exercising management or control;
3. Purchase illiquid securities if, as a result, more than 15% of its net assets would be invested in such securities. Securities eligible for resale under Rule144A of the Securities Act of 1933 may be subject to this 15% limitation;
4. Purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act;
5. Mortgage, pledge, hypothecate or, in any manner, transfer any security owned by the Portfolio as security for indebtedness except as may be necessary in connection with permissible borrowings or investments and then such mortgaging, pledging or hypothecating may not exceed 33 1/3% of the Portfolios total assets at the time of borrowing or investment;
6. Invest in puts, calls, straddles, spreads, or any combination thereof to the extent permitted by the Trusts Prospectus and this Statement;
35
7. Purchase securities on margin, except (i) for use of short-term credit necessary for clearance of purchases of portfolio securities and (ii) the Portfolio may make margin deposits in connection with futures contracts or other permissible investments;
8. Invest in warrants if, as a result thereof, more than 10% of the value of the total assets of the Portfolio would be invested in warrants, provided that this restriction does not apply to warrants acquired as the result of the purchase of another security. For purposes of these percentage limitations, the warrants will be valued at the lower of cost or market;
9. Effect short sales of securities; or
10. Purchase a futures contract or an option thereon if, with respect to positions in futures or options on futures which do not represent bona fide hedging, the aggregate initial margin and premiums on such positions would exceed 5% of the Portfolios net assets.
Notwithstanding anything in the above fundamental and operating restrictions to the contrary, the Portfolio may, as a fundamental policy, invest all of its assets in the securities of a single open-end management investment company with substantially the same fundamental investment objectives, policies and restrictions as the Portfolio subject to the prior approval of the Investment Manager. The Investment Manager will not approve such investment unless: (a) the Investment Manager believes, on the advice of counsel, that such investment will not have an adverse effect on the tax status of the annuity contracts and/or life insurance policies supported by the separate accounts of the Participating Insurance Companies which purchase shares of the Trust; (b) the Investment Manager has given prior notice to the Participating Insurance Companies that it intends to permit such investment and has determined whether such Participating Insurance Companies intend to redeem any shares and/or discontinue purchase of shares because of such investment; (c) the Trustees have determined that the fees to be paid by the Trust for administrative, accounting, custodial and transfer agency services for the Portfolio subsequent to such an investment are appropriate, or the Trustees have approved changes to the agreements providing such services to reflect a reduction in fees; (d) the Sub-advisor for the Portfolio has agreed to reduce its fee by the amount of any investment advisory fees paid to the investment manager of such open-end management investment company; and (e) shareholder approval is obtained if required by law. The Portfolio will apply for such exemptive relief under the provisions of the 1940 Act, or other such relief as may be necessary under the then governing rulesand regulations of the 1940 Act, regarding investments in such investment companies.
Non-Fundamental Investment Restrictions Applicable to AST T. Rowe Price Global Bond Portfolio
The Portfolio will not:
1. The Portfolio will not change its policy to invest at least 80% of the value of its assets in fixed income securities unless it provides 60 days prior written notice to its shareholders.
2. Pledge, mortgage or hypothecate its assets in excess, together with permitted borrowings, of 1/3 of its total assets;
3. Purchase securities on margin, except (i) the Portfolio may make margin deposits in connection with futures contracts or other permissible investments and (ii) the Portfolio may obtain such short-term credits as may be necessary for the clearance of purchases and sales of securities;
4. Purchase illiquid securities if, as a result, more than 15% of its net assets would be invested in such securities;
5. Buy options on securities or financial instruments, unless the aggregate premiums paid on all such options held by the Portfolio at any time do not exceed 20% of its net assets; or sell put options on securities if, as a result, the aggregate value of the obligations underlying such put options would exceed 50% of the Portfolios net assets;
6. Enter into futures contracts or purchase options thereon which do not represent bona fide hedging unless immediately after the purchase, the value of the aggregate initial margin with respect to all such futures contracts entered into on behalf of the Portfolio and the premiums paid for such options on futures contracts does not exceed 5% of the Portfolios total assets, provided that in the case of an option that is in-the-money at the time of purchase, the in-the-money amount may be excluded in computing the 5% limit;
7. Purchase warrants if as a result warrants taken at the lower of cost or market value would represent more than 10% of the value of the Portfolios total net assets, except that this restriction does not apply to warrants acquired as a result of the purchase of another security;
8. Make securities loans if the value of such securities loaned exceeds 30% of the value of the Portfolios total assets at the time any
AMERICAN SKANDIA TRUST 36
loan is made; all loans of portfolio securities will be fully collateralized and marked to market daily. The Portfolio has no current intention of making loans of portfolio securities that would amount to greater than 5% of the Portfolios total assets; or
9. Purchase or sell real estate limited partnership interests.
10. Invest more than 20% of its total assets in below investment grade, high-risk bonds, including bonds in default or those with the lowest rating;
11. Invest in companies for the purpose of exercising management or control;
12. Purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act; or
13. Effect short sales of securities.
In addition to the restrictions described above, some foreign countries limit, or prohibit, all direct foreign investment in the securities of their companies. However, the governments of some countries have authorized the organization of investment funds to permit indirect foreign investment in such securities. For tax purposes these funds may be known as Passive Foreign Investment Companies. The Portfolio is subject to certain percentage limitations under the 1940 Act relating to the purchase of securities of investment companies, and may be subject to the limitation that no more than 10% of the value of the Portfolios total assets may be invested in such securities.
Restrictions with respect to repurchase agreements shall be construed to be for repurchase agreements entered into for the investment of available cash consistent with the Portfolios repurchase agreement procedures, not repurchase commitments entered into for general investment purposes.
If a percentage restriction on investment or utilization of assets as set forth under Investment Restrictions and Investment Policies above is adhered to at the time an investment is made, a later change in percentage resulting from changes in the value or the total cost of Portfolios assets will not be considered a violation of the restriction.
Non-Fundamental Investment Restrictions Applicable to AST T. Rowe Price Large-Cap Growth Portfolio
9. Purchase or sell real estate limited partnership interests.
10. Invest more than 20% of its total assets in below investment grade, high-risk bonds, including bonds in default or those with the lowest rating;
11. Invest in companies for the purpose of exercising management or control;
12. Purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act; or
13. Effect short sales of securities.
In addition to the restrictions described above, some foreign countries limit, or prohibit, all direct foreign investment in the securities of their companies. However, the governments of some countries have authorized the organization of investment funds to permit indirect foreign investment in such securities. For tax purposes these funds may be known as Passive Foreign Investment Companies. The Portfolio is subject to certain percentage limitations under the 1940 Act relating to the purchase of securities of investment companies, and may be subject to the limitation that no more than 10% of the value of the Portfolios total assets may be invested in such securities.
Restrictions with respect to repurchase agreements shall be construed to be for repurchase agreements entered into for the investment of available cash consistent with the Portfolios repurchase agreement procedures, not repurchase commitments entered into for general investment purposes.
If a percentage restriction on investment or utilization of assets as set forth under Investment Restrictions and Investment Policies above is adhered to at the time an investment is made, a later change in percentage resulting from changes in the value or the total cost of Portfolios assets will not be considered a violation of the restriction.
37
Non-Fundamental Investment Restrictions Applicable Only to AST T. Rowe Price Natural Resources Portfolio
The Portfolio will not:
1. The Portfolio will not change its policy to invest at least 80% of the value of its assets in the securities of natural resource companies unless it provides 60 days prior written notice to its shareholders.
2. Purchase additional securities when money borrowed exceeds 5% of its total assets;
3. Invest in companies for the purpose of exercising management or control;
4. Purchase a futures contract or an option thereon if, with respect to positions in futures or options on futures which do not represent bona fide hedging, the aggregate initial margin and premiums on such options would exceed 5% of the Portfolios net asset value;
5. Purchase illiquid securities if, as a result, more than 15% of its net assets would be invested in such securities. Securities eligible for resale under Rule 144A of the Securities Act of 1933 may be subject to this 15% limitation;
6. Purchase securities of open-end or closed-end investment companies except in compliance with the 1940 Act.
7. Purchase securities on margin, except (i) for use of short-term credit necessary for clearance of purchases of portfolio securities and (ii) the Portfolio may make margin deposits in connection with futures contracts or other permissible investments;
8. Mortgage, pledge, hypothecate or, in any manner, transfer any security owned by the Portfolio as security for indebtedness except as may be necessary in connection with permissible borrowings or investments and then such mortgaging, pledging or hypothecating may not exceed 33 1/3% of the Portfolios total assets at the time of borrowing or investment;
Non-Fundamental Investment Restrictions Applicable Only to AST William Blair International Growth Portfolio
1. The Portfolio will not change its policy to invest at least 80% of the value of its assets in securities of issuers that are economically tied to countries other than the United States unless it provides 60 days prior written notice to its shareholders.
2. The Portfolio will not (i) enter into any futures contracts and related options for purposes other than bona fide hedging transactions within the meaning of CFTC regulations if the aggregate initial margin and premiums required to establish positions in futures contracts and related options that do not fall within the definition of bona fide hedging transactions will exceed 5% of the fair market value of the Portfolios net assets, after taking into account unrealized profits and unrealized losses on any such contracts it has entered into; and (ii) enter into any futures contracts if the aggregate amount of the Portfolios commitments under outstanding futures contracts positions would exceed the market value of its total assets.
3. The Portfolio does not currently intend to sell securities short, unless it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short without the payment of any additional consideration therefor, and provided that transactions in futures, options, swaps and forward contracts are not deemed to constitute selling securities short.
4. The Portfolio does not currently intend to purchase securities on margin, except that the Portfolio may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments and other deposits in connection with transactions in futures, options, swaps and forward contracts shall not be deemed to constitute purchasing securities on margin.
5. The Portfolio does not currently intend to purchase securities of other investment companies, except in compliance with the 1940 Act.
6. The Portfolio may not mortgage or pledge any securities owned or held by the Portfolio in amounts that exceed, in the aggregate, 15% of the Portfolios net asset value, provided that this limitation does not apply to reverse repurchase agreements, deposits of assets to margin, guarantee positions in futures, options, swaps or forward contracts, or the segregation of assets in connection with such contracts.
7. The Portfolio does not currently intend to purchase any security or enter into a repurchase agreement if, as a result, more than 15% of its net assets would be invested in repurchase agreements not entitling the holder to payment of principal and interest within seven days and in securities that are illiquid by virtue of legal or contractual restrictions on resale or the absence of a readily available market. The Trustees, or the Sub-advisor acting pursuant to authority delegated by the Trustees, may determine that a readily available market exists for securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (Rule 144A Securities), or any successor to such rule, and Section 4(2) commercial paper. Accordingly, such securities may not be subject to the foregoing limitation.
AMERICAN SKANDIA TRUST 38
8. The Portfolio may not invest in companies for the purpose of exercising control of management.
INFORMATION ABOUT TRUSTEES AND OFFICERS
Information about the Trustees and the Officers of the Fund is set forth below. Trustees who are not deemed to be interested persons of the Fund, as defined in the 1940 Act, are referred to as Independent Trustees. Trustees who are deemed to be interested persons of the Fund are referred to as Interested Trustees. The Trustees are responsible for the overall supervision of the operations of the Fund and perform the various duties imposed on the directors of investment companies by the 1940 Act.
Independent Trustees
Name, Address,
|
|
Principal Occupation(s) During Past Five Years |
|
Other
Directorships
|
|
|
|
|
|
Saul K.
Fenster, Ph.D. (73)
|
|
Currently President Emeritus of New Jersey Institute of Technology (since 2002); formerly President (1978-2002) of New Jersey Institute of Technology; Commissioner (1998-2002) of the Middle States Association Commission on Higher Education; Commissioner (1985-2002) of the New Jersey Commission on Science and Technology; formerly Director (1998-2005) of Society of Manufacturing Engineering Education Foundation, formerly Director of Prosperity New Jersey; formerly a director or trustee of Liberty Science Center, Research and Development Council of New Jersey, New Jersey State Chamber of Commerce, and National Action Council for Minorities in Engineering. |
|
Member (since 2000), Board of Directors of IDT Corporation |
|
|
|
|
|
Delayne
Dedrick Gold (67)
|
|
Marketing Consultant (1982-present); formerly Senior Vice President and Member of the Board of Directors, Prudential Bache Securities, Inc. |
|
|
|
|
|
|
|
W. Scott
McDonald, Jr. (69)
|
|
Formerly Management Consultant (1997-2004) and of Counsel (2004-2005) at Kaludis Consulting Group, Inc. (company serving higher education); Formerly principal (1995-1997), Scott McDonald Associates, Chief Operating Officer (1991-1995), Fairleigh Dickinson University, Executive Vice President and Chief Operating Officer (1975-1991), Drew University, interim President (1988-1990), Drew University and former Director of School, College and University Underwriters Ltd. |
|
|
|
|
|
|
|
Thomas T.
Mooney (64)
|
|
Chief Executive Officer, Excell Partners, Inc., formerly President of the Greater Rochester Metro Chamber of Commerce, Rochester City Manager; formerly Deputy Monroe County Executive. |
|
|
|
|
|
|
|
Thomas M. OBrien (55)
|
|
President and Chief Executive Officer (since May 2000) of Atlantic Bank of New York; Vice Chairman (January 1997-April 2000) of North Fork Bank; President and Chief Executive Officer (December 1984-December 1996) of North Side Savings Bank. |
|
Director (December 1996-May 2000) of North Fork Bancorporation, Inc.; Director (since May 2000) of Atlantic Bank of New York. |
|
|
|
|
|
John A. Pileski (66)
|
|
Retired since June 2000; Tax Partner (July 1974-June 2000) of KPMG, LLP. |
|
Director (since April 2001) of New York Community Bank; Director (since May 1980) of Surf Club of Quogue, Inc |
|
|
|
|
|
F. Don
Schwartz (70)
|
|
Management Consultant (since April 1985). |
|
|
Interested Trustees
David R. Odenath, Jr. (49) President and Trustee Since 2003 No. of Portfolios Overseen: 73 |
|
President of Prudential Annuities (since August 2002); Senior Vice President (since June 1999) of Prudential; Executive Vice President (since May 2003) of Prudential Investment Management Services LLC; President, Chief Executive Officer, Chief Operating Officer, Officer in Charge and Director (since June 2005) of American Skandia Investment Services, Inc; Formerly President, Chief Executive Officer, Chief Operating Officer and Officer-In-Charge (September 1999-February 2003) of Prudential Investments LLC. |
|
|
|
|
|
|
|
Robert F. Gunia (59) Vice President and Trustee Since 2003 No. of Portfolios Overseen: 158 |
|
Chief Administrative Officer (since September 1999) and Executive Vice President (since December 1996) of Prudential Investments LLC; President (since April 1999) of Prudential Investment Management Services LLC; Executive Vice President (since March 1999) and Treasurer (since May 2000) of Prudential Mutual Fund Services LLC. |
|
Vice President and Director (since May 1989) and Treasurer (since 1999) of The Asia Pacific Fund, Inc. |
39
Fund Officers
Name,
Address and
|
|
Principal Occupation(s) During the Past Five Years |
|
|
|
Kathryn L. Quirk (53)
|
|
Vice President and Corporate Counsel (since September 2004) of Prudential; Executive Vice President, Chief Legal Officer and Secretary (since July 2005) of Prudential Investments LLC and Prudential Mutual Fund Services LLC; formerly Managing Director, General Counsel, Chief Compliance Officer, Chief Risk Officer and Corporate Secretary (1997-2002) of Zurich Scudder Investments, Inc. |
|
|
|
Lee D. Augsburger (46)
|
|
Senior Vice President and Chief Compliance Officer (since April 2003) of PI; Vice President (since November 2000) and Chief Compliance Officer (since October 2000) of Prudential Investment Management, Inc.; Chief Compliance Officer and Senior Vice President (since May 2003) of American Skandia Investment Services, Inc. |
|
|
|
Grace C. Torres (46)
|
|
Assistant Treasurer (since March 1999) and Senior Vice President (since September 1999) of PI; Assistant Treasurer (since May 2003) and Vice President (since June 2005) of American Skandia Investment Services, Inc.; Senior Vice President and Assistant Treasurer (since May 2003) of American Skandia Advisory Services, Inc.; formerly Senior Vice President (May 2003-June 2005) of American Skandia Investment Services, Inc. |
|
|
|
Deborah A. Docs (48) Secretary Since 2005 |
|
Vice President and Corporate Counsel (since January 2001) of Prudential; Vice President (since December 1996) and Assistant Secretary (since March 1999) of PI; formerly Vice President and Assistant Secretary (May 2003-June 2005) of American Skandia Investment Services, Inc. |
|
|
|
Helene Gurian (52)
|
|
Vice President, Prudential (since July 1997). Vice President, Compliance (July 1997-January 2001); Vice President, Compliance and Risk Officer, Retail Distribution (January 2001- May 2002); Vice President, Corporate Investigations (May 2002-date) responsible for supervision of Prudentials fraud investigations, anti-money laundering program and high technology investigation unit. |
|
|
|
Jonathan D. Shain (47)
|
|
Vice President and Corporate Counsel (since August 1998) of Prudential; Vice President and Assistant Secretary (since May 2001) of PI; Vice President and Assistant Secretary (since February 2001) of PMFS; formerly Vice President and Assistant Secretary (May 2003-June 2005) of American Skandia Investment Services, Inc. |
|
|
|
Claudia DiGiacomo (31)
|
|
Vice President and Corporate Counsel (since January 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown Wood LLP (1999-2004). |
|
|
|
John P. Schwartz (34)
|
|
Vice President and Corporate Counsel (since April 2005) of Prudential; Vice President and Assistant Secretary of PI (since December 2005); Associate at Sidley Austin Brown Wood LLP (1997-2005). |
|
|
|
M. Sadiq
Peshimam (42)
|
|
Vice President (since 2005) and Director (since 2000) within Prudential Mutual Fund Administration. |
|
|
|
Jack Benintende (41)
|
|
Vice President (since June 2000) within Prudential Mutual Fund Administration; formerly Senior manager within the investment management practice of PricewaterhouseCoopers LLP (May 1994 through June 2000). |
|
|
|
Alan Fu (50)
|
|
Vice President Tax, The Prudential Insurance Company of America (1999 to October 2003); Vice President and Corporate Counsel Tax, Prudential Financial, Inc. (since October 2003). |
Explanatory Notes to Tables:
Trustees are deemed to be Interested, as defined in the 1940 Act, by reason of their affiliation with Prudential Investments LLC and/or an affiliate of Prudential Investments LLC.
Unless otherwise noted, the address of all Trustees and Officers is c/o Prudential Investments LLC, Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102.
There is no set term of office for Trustees or Officers. The Independent Trustees have adopted a retirement policy, which calls for the retirement of Trustees on December 31 of the year in which they reach the age of 75.
Other Directorships Held includes only directorships of companies required to register or file reports with the SEC under the Securities Exchange Act of 1934 (that is, public companies) or other investment companies registered under the 1940 Act.
No. of Portfolios Overseen includes all investment companies managed by Prudential Investments LLC. The investment companies for which PI serves as manager include the JennisonDryden Funds, Strategic Partners Funds, The Prudential Variable Contract Accounts, The Target Portfolio Trust, The Prudential Series Fund, American Skandia Trust, The High Yield Income Fund, Inc., The High Yield Plus Fund, Inc., Nicholas-Applegate Fund, Inc. and Prudentials Gibraltar Fund, Inc.
Compensation of Trustees and Officers . Pursuant to a Management Agreement with the Fund, the Manager pays all compensation of Officers and employees of the Fund as well as the fees and expenses of all Interested Trustees. The Fund pays each of its Independent Trustees annual compensation in addition to certain out-of-pocket expenses. Trustees who serve on Board Committees may receive additional compensation. The amount of annual compensation paid to each Independent Trustee may change as a result of the introduction of additional funds on whose Boards the Trustee may be asked to serve.
Independent Trustees may defer receipt of their fees pursuant to a deferred fee agreement with the Fund. Under the terms of the agreement, the Fund accrues deferred Trustees fees daily which, in turn, accrue interest at a rate equivalent to the prevailing rate to 90-day U.S. Treasury Bills at the beginning of each calendar quarter or, at the daily rate of return of any JennisonDryden or Strategic Partners mutual fund chosen by the Trustee. Payment of the interest so accrued is also deferred and becomes payable at the option of the Trustee. The Funds obligation to make payments of deferred Trustees fees, together with interest thereon, is a general obligation of the Fund. The Fund does not have a retirement or pension plan for its Trustees.
The following table sets forth the aggregate compensation paid by the Fund for the Funds most recently completed fiscal year to the Independent Trustees for service on the Funds Board, and the Board of any other investment company in the Fund Complex for the most recently completed calendar year. Trustees and officers who are interested persons of the Fund (as defined in the 1940 Act) do not receive compensation from the Fund Complex and therefore are not shown in the following table.
AMERICAN SKANDIA TRUST 40
Compensation Received by Independent Trustees American Skandia Trust
Name |
|
Aggregate Fiscal
|
|
Pension or
|
|
Estimated
|
|
Total Compensation
|
|
||
Saul K. Fenster |
|
$ |
84,203 |
|
None |
|
None |
|
$ |
185,000 (4/74 |
)* |
Delayne Dedrick Gold |
|
$ |
83,746 |
|
None |
|
None |
|
$ |
178,000 (3/73 |
)* |
Julian A. Lerner |
|
$ |
77,500 |
|
None |
|
None |
|
$ |
160,000 (3/73 |
)* |
W. Scott McDonald, Jr.** |
|
$ |
86,423 |
|
None |
|
None |
|
$ |
190,000 (4/74 |
)* |
Thomas T. Mooney** |
|
$ |
88,649 |
|
None |
|
None |
|
$ |
199,625 (4/74 |
)* |
Thomas M. OBrien** |
|
$ |
83,746 |
|
None |
|
None |
|
$ |
178,000 (3/73 |
)* |
John A. Pileski |
|
$ |
86,423 |
|
None |
|
None |
|
$ |
184,000 (3/73 |
)* |
F. Don Schwartz** |
|
$ |
81,959 |
|
None |
|
None |
|
$ |
175,000 (3/73 |
)* |
Explanatory Notes to Compensation Table
*Number of funds and portfolios represent those in existence as at December 31, 2005 and excludes funds that have merged or liquidated during the year. Compensation relates to portfolios that were in existence during 2005.
**Earnings stated above exclude the following earnings in calendar year 2005 on deferred compensation balances, for trustees who had deferred their fees in calendar year 2005 or earlier: W. Scott McDonald, Jr.: $9,322 Thomas T. Mooney: $82,418 Thomas M. OBrien: $63,507 F. Don Schwartz: $17,541
Board Committees . The Board of Trustees (the Board) has established two standing committees in connection with governance of the FundAudit and Governance. Information on the membership of each standing committee and its functions is set forth below.
Audit Committee . The Audit Committee consists of Mr. Pileski (chair) Mr. OBrien, Ms. Gold and Mr. Mooney (ex-officio). The Board has determined that each member of the Audit Committee is not an interested person as defined in the 1940 Act. The responsibilities of the Audit Committee are to assist the Board in overseeing the Funds independent registered public accounting firm, accounting policies and procedures, and other areas relating to the Funds auditing processes. The Audit Committee is responsible for pre-approving all audit services and any permitted non-audit services to be provided by the independent registered public accounting firm directly to the Funds. The Audit Committee is also responsible for pre-approving permitted non-audit services to be provided by the independent registered public accounting firm to (1) the Manager and (2) any entity in a control relationship with the Manager that provides ongoing services to the Fund, provided that the engagement of the independent registered public accounting firm relates directly to the operation and financial reporting of the Fund. The scope of the Audit Committees responsibilities is oversight. It is managements responsibility to maintain appropriate systems for accounting and internal control and the independent registered public accounting firms responsibility to plan and carry out an audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). The number of Audit Committee meetings held during the Funds most recently completed fiscal year is set forth in the table below.
Governance Committee . The Governance Committee of the Board is responsible for nominating Trustees and making recommendations to the Board concerning Board composition, committee structure and governance, director education, and governance practices. The members of the Governance Committee are Mr. Fenster (Chair), Mr. McDonald, Mr. Schwartz and Mr. Mooney (ex-officio). The Board has determined that each member of the Governance Committee is not an interested person as defined in the 1940 Act. The number of Governance Committee meetings held during the Funds most recently completed fiscal year is set forth in the table below. The Governance Committee Charter is available on the Funds website at www.americanskandia.prudential.com.
Selection of Director Nominees . The Governance Committee is responsible for considering trustee nominees for Trustees at such times as it considers electing new members to the Board. The Governance Committee may consider recommendations by business and personal contacts of current Board members, and by executive search firms which the Committee may engage from time to time and will also consider shareholder recommendations. The Governance Committee has not established specific, minimum qualifications that it believes must be met by a nominee. In evaluating nominees, the Governance Committee considers, among other things, an individuals background, skills, and experience; whether the individual is an interested person as defined in the 1940 Act; and whether the individual would be deemed an audit committee financial expert within the meaning of applicable Commission rules. The Governance Committee also considers whether the individuals background, skills, and experience will complement the background, skills, and experience of other nominees and will contribute to the diversity of the Board. There are no differences in the manner in which the Governance Committee evaluates nominees for the Board based on whether the nominee is recommended by a shareholder.
41
A shareholder who wishes to recommend a director for nomination should submit his or her recommendation in writing to the Chair of the Board (Thomas T. Mooney) or the Chair of the Governance Committee (Saul K. Fenster), in either case in care of the Fund), at P.O. Box 13964, Philadelphia, PA 19176. At a minimum, the recommendation should include: the name, address, and business, educational, and/or other pertinent background of the person being recommended; a statement concerning whether the person is an interested person as defined in the Investment Company Act of 1940; any other information that the Fund would be required to include in a proxy statement concerning the person if he or she was nominated; and the name and address of the person submitting the recommendation, together with the number of Fund shares held by such person and the period for which the shares have been held. The recommendation also can include any additional information which the person submitting it believes would assist the Governance Committee in evaluating the recommendation.
Shareholders should note that a person who owns securities issued by Prudential Financial, Inc. (the parent company of the Funds investment adviser) would be deemed an interested person under the 1940 Act. In addition, certain other relationships with Prudential Financial, Inc. or its subsidiaries, with registered broker-dealers, or with the Funds outside legal counsel may cause a person to be deemed an interested person. Before the Governance Committee decides to nominate an individual to the Board, Committee members and other Board members customarily interview the individual in person. In addition, the individual customarily is asked to complete a detailed questionnaire which is designed to elicit information which must be disclosed under Commission and stock exchange rules and to determine whether the individual is subject to any statutory disqualification from serving on the board of a registered investment company.
Board Committee Meetings (for most recently completed fiscal year)
Fund Name |
|
Audit
|
|
Governance
|
|
American Skandia Trust |
|
4 |
|
5 |
|
Share Ownership . Information relating to each Trustees share ownership in the indicated Fund(s) and in all registered funds in the PI-advised funds that are overseen by the respective Trustee as of the most recently completed calendar year is set forth in the chart below.
Trustee Share Ownership American Skandia Trust
Name |
|
Dollar Range of Equity
|
|
Aggregate Dollar Range of Equity Securities in
All
|
|
Saul K. Fenster |
|
None |
|
over $100,000 |
|
Delayne Dedrick Gold |
|
None |
|
over $100,000 |
|
Julian A. Lerner |
|
|
|
|
|
W. Scott McDonald, Jr. |
|
None |
|
over $100,000 |
|
Thomas T. Mooney |
|
None |
|
over $100,000 |
|
Thomas M. OBrien |
|
None |
|
over $100,000 |
|
John A. Pileski |
|
None |
|
$10,001 - $50,000 |
|
F. Don Schwartz |
|
None |
|
over $100,000 |
|
David R. Odenath |
|
None |
|
over $100,000 |
|
Robert F. Gunia |
|
None |
|
over $100,000 |
|
None of the Independent Trustees, or any member of his / her immediate family, owned beneficially or of record any securities in an investment adviser or principal underwriter of the Fund or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Fund as of the most recently completed calendar year.
Shareholder Communications with the Board of Trustees . Shareholders of the Fund can communicate directly with the Board of Trustees by writing to the Chair of the Board, c/o the Fund, P.O. Box 13964, Philadelphia, PA 19176. Shareholders can communicate directly with an individual Trustee by writing to that Trustee, c/o the Fund, P.O. Box 13964, Philadelphia, PA 19176. Such communications to the Board or individual Trustees are not screened before being delivered to the addressee.
MANAGEMENT & ADVISORY ARRANGEMENTS
Co-Managers . The Co-Managers of the Fund are Prudential Investments LLC and American Skandia Investment Services, Inc. (collectively, PI or the Manager), Gateway Center Three, 100 Mulberry Street, Newark, NJ 07102. As of December 31, 2005, PI served as the investment manager to all of the Prudential U.S. and offshore open-end investment companies, and as administrator to
AMERICAN SKANDIA TRUST 42
closed-end investment companies, with aggregate assets of approximately $94.9 billion. PI is a wholly-owned subsidiary of PIFM HoldCo., Inc., which is a wholly-owned subsidiary of Prudential Asset Management Holding Company, which is a wholly-owned subsidiary of Prudential Financial, Inc. (Prudential).
Pursuant to Management Agreements with the Fund (collectively, the Management Agreement), PI, subject to the supervision of the Funds Board and in conformity with the stated policies of the Fund, manages both the investment operations of each Portfolio and the composition of the Funds portfolio, including the purchase, retention, disposition and loan of securities and other assets. In connection therewith, PI is obligated to keep certain books and records of the Fund. PI is authorized to enter into subadvisory agreements for investment advisory services in connection with the management of the Fund. PI will continue to have responsibility for all investment advisory services performed pursuant to any such subadvisory agreements. PI will review the performance of the Subadviser(s) and make recommendations to the Board with respect to the retention of investment advisers and the renewal of contracts. PI also administers the Funds corporate affairs and, in connection therewith, furnishes the Fund with office facilities, together with those ordinary clerical and bookkeeping services which are not being furnished by, the Funds custodian (the Custodian), and the Funds transfer agent. The management services of PI to the Fund are not exclusive under the terms of the Management Agreement and PI is free to, and does, render management services to others.
In connection with its management of the corporate affairs of the Fund, PI bears the following expenses:
the salaries and expenses of all of its and the Funds personnel except the fees and expenses of Independent Trustees;
all expenses incurred by the Manager or the Fund in connection with managing the ordinary course of a Funds business, other than those assumed by the Fund as described below; and
the fees, costs and expenses payable to any investment subadviser(s) pursuant to a Subadvisory Agreement(s) between PI and such investment subadviser(s).
Under the terms of the Management Agreement, the Fund is responsible for the payment of the following expenses:
the fees and expenses incurred by the Fund in connection with the management of the investment and reinvestment of the Funds assets payable to the Manager;
the fees and expenses of Independent Trustees;
the fees and certain expenses of the custodian and transfer and dividend disbursing agent, including the cost of providing records to the Manager in connection with its obligation of maintaining required records of the Fund and of pricing the Funds shares;
the charges and expenses of the Funds legal counsel and independent auditors;
brokerage commissions and any issue or transfer taxes chargeable to the Fund in connection with its securities (and futures, if applicable) transactions;
all taxes and corporate fees payable by the Fund to governmental agencies;
the fees of any trade associations of which the Fund may be a member;
the cost of share certificates representing and/or non-negotiable share deposit receipts evidencing shares of the Fund;
the cost of fidelity, directors and officers and errors and omissions insurance;
the fees and expenses involved in registering and maintaining registration of the Fund and of its shares with the Commission and paying notice filing fees under state securities laws, including the preparation and printing of the Funds registration statements and prospectuses for such purposes;
allocable communications expenses with respect to investor services and all expenses of shareholders and Trustees meetings and of preparing, printing and mailing reports and notices to shareholders;
litigation and indemnification expenses and other extraordinary expenses not incurred in the ordinary course of the Funds business and distribution and service (12b-1) fees.
The Management Agreement provides that PI will not be liable for any error of judgment by PI or for any loss suffered by the Fund in connection with the matters to which the Management Agreement relates, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act) or loss resulting from willful misfeasance, bad faith or gross negligence or reckless disregard of duties. The Management Agreement provides that it will terminate automatically, if assigned (as defined in the 1940 Act), and that it may be terminated without penalty by either PI or a Fund by the Board or vote of a majority of the outstanding voting securities of the Fund, (as defined in the 1940 Act) upon not more than 60 days nor less than 30 days written notice. The Management Agreement will continue in effect for a period of more than two years from the date of execution only so long as such continuance is specifically approved at least annually in accordance with the requirements of the 1940 Act.
Fees payable under the Management Agreement are computed daily and paid monthly. PI may from time to time waive all or a portion of its management fee and subsidize all or a portion of the operating expenses of a Portfolio. Management fee waivers and
43
subsidies will increase a Portfolios total return. These voluntary waivers may be terminated at any time without notice. Any fee waivers which may be in effect are discussed in the Funds Prospectus
The table below sets forth the applicable contractual management fee rate and the management fees received by PI from the Fund for each Portfolio for the indicated fiscal years.
The manager-of-managers structure operates under an order issued by the SEC. The current order permits us to hire subadvisers or amend subadvisory agreements, without shareholder approval, only with subadvisers that are not affiliated with Prudential Financial, Inc. The current order imposes the following conditions:
1. PI will provide general management and administrative services to the Fund including overall supervisory responsibility for the general management and investment of the Funds securities portfolio, and, subject to review and approval by the Board, will (a) set the Portfolios overall investment strategies; (b) select subadvisers; (c) monitor and evaluate the performance of subadvisers; (d) allocate and, when appropriate, reallocate a Portfolios assets among its subadvisers in those cases where a Portfolio has more than one subadviser; and (e) implement procedures reasonably designed to ensure that the subadvisers comply with the Funds investment objectives, policies, and restrictions.
2. Before a Portfolio may rely on the order, the operation of the Portfolio in the manner described in the Application will be approved by a majority of its outstanding voting securities, as defined in the Investment Company Act, or, in the case of a new Portfolio whose public shareholders purchased shares on the basis of a prospectus containing the disclosure contemplated by condition (4) below, by the sole shareholder before offering of shares of such Portfolio to the public.
3. The Fund will furnish to shareholders all information about a new subadviser or subadvisory agreement that would be included in a proxy statement. Such information will include any change in such disclosure caused by the addition of a new subadviser or any proposed material change in a Portfolios subadvisory agreement. The Fund will meet this condition by providing shareholders with an information statement complying with the provisions of Regulation 14C under the Securities Exchange Act of 1934 (the Exchange Act), as amended, and Schedule 14C thereunder. With respect to a newly retained subadviser, or a change in a subadvisory agreement, this information statement will be provided to shareholders of the Portfolio a maximum of ninety (90) days after the addition of the new subadviser or the implementation of any material change in a subadvisory agreement. The information statement will also meet the requirements of Schedule 14A under the Exchange Act.
4. The Fund will disclose in its prospectus the existence, substance and effect of the order granted pursuant to the Application.
5. No Director or officer of the Fund or director or officer of PI will own directly or indirectly (other than through a pooled investment vehicle that is not controlled by such director or officer) any interest in any subadviser except for (a) ownership of interests in PI or any entity that controls, is controlled by or is under common control with PI, or (b) ownership of less than 1% of the outstanding securities of any class of equity or debt of a publicly-traded company that is either a subadviser or any entity that controls, is controlled by or is under common control with a subadviser.
6. PI will not enter into a subadvisory agreement with any subadviser that is an affiliated person, as defined in Section 2(a)(3) of the Investment Company Act, of the Fund or PI other than by reason of serving a subadviser to one or more Portfolios (an Affiliated Subadviser) without such agreement, including the compensation to be paid thereunder, being approved by the shareholders of the applicable Portfolio.
7. At all times, a majority of the members of the Board will be persons each of whom is not an interested person of the Fund as defined in Section 2(a)(19) of the Investment Company Act (Independent Directors), and the nomination of new or additional Independent Directors will be placed within the discretion of the then existing Independent Directors.
8. When a subadviser change is proposed for a Portfolio with an Affiliated Subadviser, the Board, including a majority of the Independent Directors, will make a separate finding, reflected in the Boards minutes, that such change is in the best interests of the Portfolio and its shareholders and does not involve a conflict of interest from which PI or the Affiliated subadviser derives an inappropriate advantage.
Management Fee Rates and Management Fees Paid by the Fund
Portfolio |
|
Fee Rate |
|
2005 |
|
2004 |
|
2003 |
|
AST Advanced Strategies Portfolio |
|
0.85% of average daily net assets |
|
N/A |
|
N/A |
|
N/A |
|
AMERICAN SKANDIA TRUST 44
AST AllianceBernstein Core Value Portfolio |
|
0.75% of average daily net assets |
|
$ |
2,185,892 |
|
$ |
1,715,705 |
|
$ |
1,449,666 |
|
AST AllianceBernstein Growth & Income Portfolio |
|
0.75% of average daily net assets |
|
$ |
18,562,548 |
|
14,754,011 |
|
10,173,073 |
|
||
AST AllianceBernstein Managed Index 500 Portfolio |
|
0.60% of average daily net assets |
|
3,021,247 |
|
3,289,927 |
|
2,735,972 |
|
|||
AST American Century Income & Growth Portfolio |
|
0.75% of average daily net assets |
|
3,120,641 |
|
2,933,112 |
|
1,916,346 |
|
|||
AST American Century Strategic Balanced Portfolio |
|
0.85% of average daily net assets |
|
1,836,395 |
|
1,967,485 |
|
1,695,443 |
|
|||
AST Cohen & Steers Realty Portfolio |
|
1.00% of average daily net assets |
|
3,998,879 |
|
3,221,036 |
|
2,135,036 |
|
|||
AST DeAM Large-Cap Value Portfolio |
|
0.85% of average daily net assets |
|
1,483,772 |
|
1,316,848 |
|
948,754 |
|
|||
AST DeAM Small-Cap Value Portfolio |
|
0.95% of average daily net assets |
|
1,054,475 |
|
672,828 |
|
232,608 |
|
|||
AST DeAM Small-Cap Growth Portfolio |
|
0.95% of average daily net assets |
|
2,664,636 |
|
3,329,908 |
|
3,215,381 |
|
|||
AST Federated Aggressive Growth Portfolio |
|
0.95% of average daily net assets |
|
4,038,282 |
|
2,428,067 |
|
949,935 |
|
|||
AST First Trust Balanced Target Portfolio |
|
0.85% of average daily net assets |
|
N/A |
|
N/A |
|
N/A |
|
|||
AST First Trust Capital Appreciation Target Portfolio |
|
0.85% of average daily net assets |
|
N/A |
|
N/A |
|
N/A |
|
|||
AST Global Allocation Portfolio |
|
0.10% of average daily net assets |
|
213,267 |
|
244,392 |
|
265,583 |
|
|||
AST Goldman Sachs Concentrated Growth Portfolio |
|
0.90% of average daily net assets |
|
7,393,742 |
|
9,213,248 |
|
10,103,147 |
|
|||
AST Goldman Sachs Mid-Cap Growth Portfolio |
|
1.00% of average daily net assets |
|
3,318,576 |
|
2,114,611 |
|
933,348 |
|
|||
AST Goldman Sachs Small-Cap Value Portfolio |
|
0.95% of average daily net assets |
|
2,668,423 |
|
3,007,975 |
|
2,869,368 |
|
|||
AST High Yield Portfolio |
|
0.75% of average daily net assets |
|
4,702,052 |
|
5,470,793 |
|
5,756,882 |
|
|||
AST JPMorgan International Equity Portfolio |
|
1.00% of average daily net assets to $75 million; 0.85% of average daily net assets over $75 million |
|
3,627,835 |
|
2,838,631 |
|
3,097,437 |
|
|||
AST LSV International Value Portfolio |
|
1.00% of average daily net assets |
|
2,016,452 |
|
1,719,328 |
|
1,413,369 |
|
|||
AST Large-Cap Value Portfolio |
|
0.75% of average daily net assets |
|
5,079,230 |
|
4,457,421 |
|
4,630,668 |
|
|||
AST Lord Abbett Bond-Debenture Portfolio |
|
0.80% of average daily net assets |
|
4,601,042 |
|
3,156,878 |
|
1,595,766 |
|
|||
AST MFS Global Equity Portfolio |
|
1.00% of average daily net assets |
|
1,646,668 |
|
1,222,784 |
|
740,929 |
|
|||
AST MFS Growth Portfolio |
|
0.90% of average daily net assets |
|
4,845,699 |
|
5,053,539 |
|
4,943,984 |
|
|||
AST Marsico Capital Growth Portfolio |
|
0.90% of average daily net assets |
|
24,221,096 |
|
17,125,762 |
|
11,625,980 |
|
|||
AST Mid-Cap Value Portfolio |
|
0.95% of average daily net assets |
|
1,682,366 |
|
1,774,598 |
|
1,204,506 |
|
|||
AST Money Market Portfolio |
|
0.50% of average daily net assets |
|
9,488,352 |
|
9,976,603 |
|
12,456,575 |
|
|||
AST Neuberger Berman Mid-Cap Growth Portfolio |
|
0.90% of average daily net assets to $1 billion; 0.85% of average daily net assets over $1 billion |
|
3,550,417 |
|
3,227,666 |
|
2,809,373 |
|
|||
AST Neuberger Berman Mid-Cap Value Portfolio |
|
0.90% of average daily net assets to $1 billion; 0.85% of average daily net assets over $1 billion |
|
12,231,152 |
|
10,054,756 |
|
7,270,459 |
|
|||
AST PIMCO Total Return Bond Portfolio |
|
0.65% of average daily net assets |
|
11,414,875 |
|
14,364,170 |
|
14,633,211 |
|
|||
AST PIMCO Limited Maturity Bond Portfolio |
|
0.65% of average daily net assets |
|
9,794,610 |
|
5,924,396 |
|
7,266,844 |
|
|||
AST Small-Cap Growth Portfolio |
|
0.90% of average daily net assets |
|
1,755,148 |
|
2,331,618 |
|
2,544,813 |
|
|||
AST Small-Cap Value Portfolio |
|
0.90% of average daily net assets |
|
8,830,429 |
|
7,517,906 |
|
5,023,713 |
|
|||
AST T. Rowe Price Asset Allocation Portfolio |
|
0.85% of average daily net assets |
|
3,680,936 |
|
3,276,291 |
|
2,500,094 |
|
|||
AST T. Rowe Price Global Bond Portfolio |
|
0.80% of average daily net assets |
|
3,524,834 |
|
1,976,449 |
|
1,747,680 |
|
45
AST T. Rowe Price Large-Cap Growth Portfolio |
|
0.90% of average daily net assets to $1 billion; 0.85% of average daily net assets over $1 billion |
|
2,108,086 |
|
2,255,999 |
|
2,095,031 |
|
AST T. Rowe Price Natural Resources Portfolio |
|
0.90% of average daily net assets |
|
2,872,389 |
|
1,652,904 |
|
1,013,732 |
|
AST William Blair International Growth Portfolio |
|
1.00% of average daily net assets |
|
14,870,948 |
|
10,224,182 |
|
3,710,146 |
|
AST Aggressive Growth Asset Allocation Portfolio |
|
0.15% of average daily net assets |
|
1,799 |
|
N/A |
|
N/A |
|
AST Capital Growth Asset Allocation Portfolio |
|
0.15% of average daily net assets |
|
10,635 |
|
N/A |
|
N/A |
|
AST Balanced Asset Allocation Portfolio |
|
0.l5% of average daily net assets |
|
9,615 |
|
N/A |
|
N/A |
|
AST Conservative Asset Allocation Portfolio |
|
0.15% of average daily net assets |
|
2,173 |
|
N/A |
|
N/A |
|
AST Preservation Asset Allocation Portfolio |
|
0.15% of average daily net assets |
|
641 |
|
N/A |
|
N/A |
|
Fee Waivers/Subsidies
PI may from time to time waive all or a portion of its management fee and subsidize all or a portion of its management fee and subsidize all or a portion of the operating expenses of the Portfolios. Fee waivers and subsidies will increase a Portfolios return. In addition, the only expense charged to the Asset Allocation Portfoilios is a management fee. All other expenses attributable to these Portfolios are borne by PI. For the period of July 1, 2005 through June 30, 2006, PI has voluntarily agreed to waive a portion of its management fee and/or limit total expenses (expressed as a percentage of total assets) for certain Portfolios of the Fund, as set forth in the table below. These arrangements may be discontinued or otherwise modified after June 30, 2006.
Fee Waivers & Expense Limitations
Portfolio |
|
Fee Waiver and/or Expense Limitation |
AST Advanced Strategies Portfolio |
|
waive 0.05% of the management fee on assets exceeding $1 billion |
AST AllianceBernstein Core Value Portfolio |
|
limit Portfolio expenses to 1.25% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST AllianceBernstein Growth & Income Portfolio |
|
limit Portfolio expenses to 1.25% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST AllianceBernstein Managed Index 500 Portfolio |
|
limit Portfolio expenses to 0.80% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST American Century Income & Growth Portfolio |
|
limit Portfolio expenses to 1.25% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST American Century Strategic Balanced Portfolio |
|
limit Portfolio expenses to 1.25% of total assets and waive for the period from January 1, 2006 through June 30, 2006 (i) 0.03% of the management fee on assets to $1 billion, and (ii) 0.05% of the management fee on assets over $1 billion |
AST Cohen & Steers Realty Portfolio |
|
limit Portfolio expenses to 1.45% |
AST DeAM Large-Cap Value Portfolio |
|
limit Portfolio expenses to 1.25% of total assets |
AST DeAM Small-Cap Value Portfolio |
|
limit Portfolio expenses to 1.15% of total assets and waive 0.13% of the management fee |
AST DeAM Small-Cap Growth Portfolio |
|
limit Portfolio expenses to 1.35% of total assets and waive (i) 0.01% of the management fee on all assets for the period July 1, 2005 through December 31, 2005, and (ii) 0.08% of the management fee on all assets for the period of January 1, 2006 through June 30, 2006 |
AST Federated Aggressive Growth Portfolio |
|
limit Portfolio expenses to 1.35% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST First Trust Balanced Target Portfolio |
|
waive 0.05% of the management fee on assets exceeding $1 billion |
AST First Trust Capital Appreciation Target Portfolio |
|
waive 0.05% of the management fee on assets exceeding $1 billion |
AST Global Allocation Portfolio |
|
limit Portfolio expenses to 0.35% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST Goldman Sachs Concentrated Growth Portfolio |
|
waive a portion or all of the management fee and reimburse expenses, if necessary, to limit total expenses (expressed as a percentage of total assets) to 0.93% for the period July 1, 2005 through December 31, 2005 and to 0.97% for the period January 1, 2006 through June 30, 2006 |
AST Goldman Sachs Mid-Cap Growth Portfolio |
|
limit Portfolio expenses to 1.35% of total assets and waive for the period January 1, 2006 through June 20, 2006 (i) 0.03% of the management fee on assets to $1 billion, and (ii) 0.05% of the management fee on assets over $1 billion |
AST Goldman Sachs Small-Cap Value Portfolio |
|
limit Portfolio expenses to 1.35% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST High Yield Portfolio |
|
waive a portion or all of the management fee and reimburse expenses, if necessary, to limit total expenses (as a percentage of total assets) to 0.87% for the period July 1, 2005 through December 31, 2005 and to 0.90% for the period January 1, 2006 through June 30, 2006 |
AMERICAN SKANDIA TRUST 46
AST JPMorgan International Equity Portfolio |
|
waive a portion or all of the management fee and reimburse expenses, if necessary, to limit total expenses (expressed as a percentage of net assets) to 1.10% for the period July 1, 2005 through December 31, 2005 and to 1.11% for the period January 1, 2006 through June 30, 2006 |
AST LSV International Value Portfolio |
|
limit Portfolio expenses to 1.50% of total assets, and for the period of July 1, 2005 through December 31, 2005 waive 0.11% of the management fee on all assets |
AST Large-Cap Value Portfolio |
|
limit Portfolio expenses to 1.20% and waive 0.05% of the management fee on assets over $1 billion |
AST Lord-Abbett Bond Debenture Portfolio |
|
waive a portion or all of the management fee and reimburse expenses, if necessary, to limit total expenses (expressed as a percentage of total assets) to 0.89% for the period July 1, 2005 through December 31, 2005 and to 0.90% for the period January 1, 2006 through June 30, 2006 |
AST MFS Global Equity Portfolio |
|
limit Portfolio expenses to 1.75% of total assets and waive 0.05% of the management fee on assets exceeding $1 billion |
AST MFS Growth Portfolio |
|
limit Portfolio expenses to 1.35% of total assets and waive (i) 0.01% of the management fee on all assets for the period July 1, 2005 through December 31, 2005, and (ii) 0.03% of the management fee on assets up to $1 billion and 0.05% of the management fee on assets exceeding $1 billion for the period January 1, 2006 through June 30, 2006 |
AST Marsico Capital Growth Portfolio |
|
limit Portfolio expenses to 1.35% of total assets and waive 0.03% of the management fee on assets exceeding $1 billion |
AST Mid-Cap Value Portfolio |
|
limit Portfolio expenses to 1.45% of total assets and waive 0.05% of the management fee on assets over $500 million |
AST Money Market Portfolio |
|
limit Portfolio expenses to 0.65% of total assets and waive 0.05% of the management fee on all assets |
AST Neuberger Berman Mid-Cap Growth Portfolio |
|
limit Portfolio expenses to 1.25% of total assets and waive 0.05% of the management fee on assets up to $1 billion |
AST Neuberger Berman Mid-Cap Value Portfolio |
|
limit Portfolio expenses to 1.25% of total assets |
AST PIMCO Total Return Bond Portfolio |
|
contractually limit Portfolio expenses to 1.05% of total assets |
AST PIMCO Limited Maturity Bond Portfolio |
|
limit Portfolio expenses to 1.05% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST Small-Cap Growth Portfolio |
|
waive a portion or all of the management fee and reimburse expenses, if necessary, to limit total expenses (expressed as a percentage of total assets) to 0.95% for the period July 1, 2005 through December 31, 2005 and to 1.09% for the period January 1, 2006 through June 30, 2006 |
AST Small-Cap Value Portfolio |
|
limit Portfolio expenses to 1.30% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST T. Rowe Price Asset Allocation Portfolio |
|
limit Portfolio expenses to 1.25% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST T. Rowe Price Global Bond Portfolio |
|
limit Portfolio expenses to 1.75% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST T. Rowe Price Large-Cap Growth Portfolio |
|
waive a portion or all of the management fee and reimburse expenses, if necessary, to limit total expenses (expressed as a percentage of total assets) to 1.01% for the period July 1, 2005 through December 31, 2005 and to 1.05% for the period January 1, 2006 through June 30, 2006 |
AST T. Rowe Price Natural Resources Portfolio |
|
limit Portfolio expenses to 1.35% of total assets and waive 0.05% of the management fee on assets over $1 billion |
AST William Blair International Growth Portfolio |
|
limit Portfolio expenses to 1.75% of total assets and waive (i) 0.09% of the management fee on all assets for the period July 1, 2005 through December 31, 2005, and (ii) 0.10% of the management fee on all assets for the period January 1, 2006 through June 30, 2006 |
AST Asset Allocation Portfolios |
|
limit Portfolio expenses to 0.20% |
Subadvisers . PI has entered into Subadvisory Agreements with each of the Subadvisers named in the table appearing below. The Subadvisory Agreements provide that the Subadvisers will furnish investment advisory services in connection with the management of each Fund. In connection therewith, the Subadviser are obligated to keep certain books and records of the Fund. Under each Subadvisory Agreement, each Subadviser, subject to the supervision of PI, is responsible for managing the assets of a Portfolio in accordance with the Portfolios investment objectives, investment program and policies. The Subadvisers determine what securities and other instruments are purchased and sold for each Portfolio and are responsible for obtaining and evaluating financial data relevant to the Portfolio. PI continues to have responsibility for all investment advisory services pursuant to the Management Agreement and supervises the Subadvisers performance of such services.
Pursuant to each Subadvisory Agreement, PI pays each Subadviser a fee. The tables below set forth the fee rates and fees paid by PI to each Subadviser for the three most recent fiscal years.
47
As discussed in the Prospectus, PI employs each Subadviser under a manager of managers structure that allows PI to replace the Subadvisers or amend a Subadvisory Agreement without seeking shareholder approval.PI is authorized to select (with approval of the Boards independent directors) one or more subadvisers to handle the actual day-to-day investment management of each Portfolio. PI monitors each subadvisers performance through quantitative and qualitative analysis and periodically reports to the Board as to whether each subadvisers agreement should be renewed, terminated or modified. It is possible that PI will continue to be satisfied with the performance record of the existing subadvisers and not recommend any additional subadvisers. PI is also responsible for allocating assets among the subadvisers if a Portfolio has more than one subadviser. In those circumstances, the allocation for each subadviser can range from 0% to 100% of the Portfolios assets, and PI can change the allocations without Board or shareholder approval. Shareholders will be notified of any new subadvisers or materially amended subadvisory agreements.
Portfolio Subadvisers and Fee Rates
Portfolio |
|
Subadviser |
|
Fee Rate* |
AST Advanced Strategies Portfolio |
|
Marsico Capital Management, LLC |
|
0.40% to $1.5 billion; 0.35% over $1.5 billion (domestic large cap growth category) |
|
|
T. Rowe Price Associates, Inc. |
|
0.40% to $250 million; 0.375% over $250 million to $500 million; 0.35% over $500 million (domestic large cap value category) |
|
|
William Blair & Company LLC |
|
0.30% to $500 million; 0.25% over $500 million to $1 billion; 0.20% over $1 billion (international growth category) |
|
|
LSV Asset Management (LSV) |
|
0.45% to $150 million; 0.425% over $150 million to $300 million; 0.40% from $300 million to $450 million; 0.375% over $450 million to $750 million; 0.35% over $750 million (international value category) |
|
|
Pacific Investment Management Company LLC (PIMCO) |
|
0.25% (Advanced Strategies fixed income category) |
|
|
PIMCO |
|
0.25% (hedged international bond category) |
|
|
PIMCO |
|
0.49% (Advanced Strategies I category) |
AST AllianceBernstein Core Value Portfolio |
|
AllianceBernstein L.P. (Alliance) |
|
0.25% to $500 million; 0.20% over $500 million |
AST AllianceBernstein Growth & Income Portfolio |
|
Alliance |
|
0.30% to $1 billion; 0.25% over $1 billion to $1.5 billion; 0.20% over $1.5 billion |
AST AllianceBernstein Managed Index 500 Portfolio |
|
Alliance |
|
0.1533% to $300 million; 0.10% over $300 million. For each day that average daily net assets do not exceed $300 million, the following fee schedule is applicable: 0.40% on first $10 million; 0.30% on next $40 million; 0.20% on next $50 million; 0.10% on next $200 million |
AST American Century Income & Growth Portfolio |
|
American Century Investment Management, Inc. (American Century) |
|
0.40% to $100 million; 0.35% over $100 million to $500 million; 0.30% exceeding $500 million |
AST American Century Strategic Balanced Portfolio |
|
American Century |
|
0.45% to $50 million; 0.40% over $50 million to $100 million; 0.35% over $100 million to $500 million; 0.30% over $500 million |
AST Cohen & Steers Realty Portfolio |
|
Cohen & Steers Capital Management, Inc. |
|
0.60% to $100 million; 0.40% over $100 million to $250 million; 0.30% over $250 million Note: the subadviser has voluntarily agreed to waive the portion of its fee that exceeds the following: 0.30% of the portion not in excess of $350 million; 0.25% of the assets over $350 million |
AST DeAM Large-Cap Value Portfolio |
|
Deutsche Asset Management, Inc. (Deutsche) |
|
0.20% to $500 million; 0.15% over $500 million but not exceeding $1 billion; 0.10% exceeding $1 billion |
AMERICAN SKANDIA TRUST 48
AST DeAM Small-Cap Value Portfolio |
|
Deutsche |
|
0.35% to $100 million; 0.30% over $100 million but not exceeding $300 million; 0.25% over $300 million but not exceeding $500 million; 0.20% over $500 million |
AST DeAM Small-Cap Growth Portfolio |
|
Deutsche |
|
0.35% to $100 million; 0.30% over $100 million but not exceeding $300 million; 0.25% over $300 million but not exceeding $500 million; 0.20% over $500 million |
AST Federated Aggressive Growth Portfolio |
|
Federated Equity Management Company of Pennsylvania |
|
0.50% to $100 million; 0.45% over $100 million but not exceeding $400 million; 0.40% over $400 million but not exceeding $900 million; 0.35% over $900 million |
AST First Trust Balanced Target Portfolio |
|
First Trust Advisors L.P. |
|
0.35% of assets up to $250 million; 0.30% of assets exceeding $250 million up to and including $500 million; 0.25% of assets over $500 million |
AST First Trust Capital Appreciation Target Portfolio |
|
First Trust Advisors L.P. |
|
0.35% of assets up to $250 million; 0.30% of assets exceeding $250 million up to and including $500 million; 0.25% of assets over $500 million |
AST Global Allocation Portfolio |
|
N/A |
|
Note: the Portfolio is advised by the Manager: no subadvisory fee is paid |
AST Goldman Sachs Concentrated Growth Portfolio |
|
Goldman Sachs Asset Management, L.P. (GSAM) |
|
0.28% to $1 billion; 0.25% over $1 billion |
AST Goldman Sachs Mid-Cap Growth Portfolio |
|
GSAM |
|
0.28% to $1 billion; 0.25% over $1 billion |
AST Goldman Sachs Small-Cap Value Portfolio |
|
GSAM |
|
0.50% |
AST High Yield Portfolio |
|
GSAM |
|
0.30% |
|
|
PIMCO |
|
0.25% |
AST JPMorgan International Equity Portfolio |
|
J.P. Morgan Investment Management, Inc. (JP Morgan) |
|
0.35% to $250 million; 0.33% over $250 million but not exceeding $500 million; 0.30% over $500 million |
AST LSV International Value Portfolio |
|
LSV |
|
0.45% to $150 million; 0.425% on next $150 million; 0.40% on next $150 million; 0.375% on next $300 million; 0.35% over $750 million |
AST Large-Cap Value Portfolio |
|
Hotchkis and Wiley Capital Management LLC |
|
0.30% |
|
|
Dreman Value Management LLC (Dreman) |
|
0.30% to $250 million; 0.25% over $250 million to $500 million; 0.20% over $500 million |
|
|
JP Morgan |
|
0.30% to $250 million; 0.25% over $250 million |
AST Lord Abbett Bond-Debenture Portfolio |
|
Lord, Abbett & Co. LLC |
|
0.30% to $250 million; 0.25% over $250 million but not exceeding $500 million; 0.20% over $500 million |
AST MFS Global Equity Portfolio |
|
Massachusetts Financial Services Company (MFS) |
|
0.425% |
AST MFS Growth Portfolio |
|
MFS |
|
0.40% to $300 million; 0.375% over $300 million but not exceeding $600 million; 0.35% over $600 million but not exceeding $900 million; 0.325% over $900 million but not exceeding $1.5 billion; 0.25% over $1.5 billion |
AST Marsico Capital Growth Portfolio |
|
Marsico Capital Management, LLC |
|
0.45% Note: the subadviser has voluntarily agreed to waive the portion of its fee that exceeds the following: 0.40% of the combined average daily net assets to $1.5 billion; and 0.35% of average daily net assets over $1.5 billion of the AST Marsico Capital Growth Portfolio and the series of Strategic Partners Mutual Funds, Inc. that is managed by the subadviser and identified by the subadviser and the Manager as being similar to the Portfolio |
AST Mid-Cap Value Portfolio |
|
EARNEST Partners LLC |
|
0.40% |
|
|
WEDGE Capital Management, LLP |
|
0.40% |
AST Money Market Portfolio |
|
Prudential Investment Management, Inc. |
|
0.06% to $500 million; 0.05% above $500 million to $1 billion; 0.03% above $1 billion to $2.5 billion; 0.02% over $2.5 billion |
49
AST Neuberger Berman Mid-Cap Growth Portfolio |
|
Neuberger Berman Management, Inc. (Neuberger Berman) |
|
0.45% to $100 million; 0.40% over $100 million Note: the subadviser has voluntarily agreed to waive the portion of its fee based on the combined assets of the AST Neuberger Berman Mid-Cap Growth Portfolio and the AST Neuberger Berman Mid-Cap Value Portfolio that exceeds the following: 0.40% of average daily net assets to $1 billion; 0.35% of average daily net assets over $1 billion |
AST Neuberger Berman Mid-Cap Value Portfolio |
|
Neuberger Berman |
|
0.50% to $750 million; 0.45% over $750 million but not exceeding $1 billion; 0.40% over $1 billion Note: the subadviser has voluntarily agreed to waive the portion of its fee based on the combined assets of the AST Neuberger Berman Mid-Cap Growth Portfolio and the AST Neuberger Berman Mid-Cap Value Portfolio that exceeds the following: 0.40% of average daily net assets to $1 billion; 0.35% of average daily net assets over $1 billion |
AST PIMCO Total Return Bond Portfolio |
|
PIMCO |
|
0.30% to $150 million; 0.25% over $150 million Note: the subadviser has voluntarily agreed to waive a portion of its fee: 0.05% of average daily net assets to $150 million |
AST PIMCO Limited Maturity Bond Portfolio |
|
PIMCO |
|
0.30% to $150 million; 0.25% over $150 million Note: the subadviser has voluntarily agreed to waive a portion of its fee: 0.05% of average daily net assets to $150 million |
AST Small-Cap Growth Portfolio |
|
Neuberger Berman |
|
0.50% to $100 million; 0.45% on next $200 million; 0.40% over $300 million |
|
|
Eagle Asset Management |
|
0.45% to $100 million; 0.40% over $100 million |
AST Small-Cap Value Portfolio |
|
JP Morgan |
|
0.40% |
|
|
Lee Munder Investments, Ltd. |
|
0.40% |
|
|
Dreman |
|
0.40% to $200 million; 0.35% over $200 million up to and including $500 million; 0.30% over $500 million |
|
|
Salomon Brothers Asset Management Inc |
|
0.40% |
AST T. Rowe Price Asset Allocation Portfolio |
|
T. Rowe Price Associates, Inc. (T. Rowe Price) |
|
0.50% to $25 million; 0.35% over $25 million to $50 million; 0.25% over $50 million |
AST T. Rowe Price Global Bond Portfolio |
|
T. Rowe Price |
|
0.40% |
AST T. Rowe Price Large-Cap Growth Portfolio |
|
T. Rowe Price |
|
0.40% to $250 million; 0.375% over $250 million to $500 million; 0.35% over $500 million |
AST T. Rowe Price Natural Resources Portfolio |
|
T. Rowe Price |
|
0.60% to $20 million; 0.50% over $20 million but not exceeding $50 million When the net assets of the Portfolio exceed $50 million, the fee is an annual rate of 0.50% |
AST William Blair International Growth Portfolio |
|
William Blair & Company LLC |
|
0.30% to $500 million; 0.25% over $500 million to $1 billion; 0.20% over $1 billion |
AST Asset Allocation Portfolios: |
|
N/A |
|
Note: the Portfolio is advised by the Manager: no subadvisory fee is paid |
AST Aggressive Growth Asset Allocation Portfolio |
|
|
|
|
AST Capital Growth Asset Allocation Portfolio |
|
|
|
|
AST Balanced Asset Allocation Portfolio |
|
|
|
|
AST Conservative Asset Allocation Portfolio |
|
|
|
|
AST Preservation Asset Allocation Portfolio |
|
|
|
|
Notes to Subadviser Fee Rate Table:
*For purposes of calculating the fee payable to certain Subadvisers, the assets managed by the Subadviser will be aggregated with one or more other Portfolios or Funds. Each such aggregation arrangement is set out below:
AMERICAN SKANDIA TRUST 50
AllianceBernstein L.P. (Alliance): The assets of the AST AllianceBernstein Growth & Income Portfolio will be aggregated with the assets managed by Alliance in the series of Strategic Partners Mutual Funds, Inc. which the Manager and Alliance identify as similar to the Portfolio.
The assets of the AST AllianceBernstein Managed Index 500 Portfolio will be aggregated with the assets managed by Alliance in the series of Strategic Partners Mutual Funds, Inc. which the Manager and Alliance identify as similar to the Portfolio. American Century Investment Management, Inc. (American Century) : The assets of the American Century Strategic Balanced Portfolio will be aggregated with the assets managed by American Century in the series of Strategic Partners Mutual Funds, Inc. which the Manager and American Century identify as similar to the Portfolio. Deutsche Asset Management, Inc. (Deutsche): The assets of the AST DeAM Small-Cap Growth Portfolio will be aggregated with the assets managed by Deutsche in the series of Strategic Partners Mutual Funds, Inc. which the Manager and Deutsche identify as similar to the Portfolio. The assets of the AST DeAM Large-Cap Value Portfolio will be aggregated with the assets managed by Deutsche in the series of Strategic Partners Mutual Funds, Inc. which the Manager and Deutsche identify as similar to the Portfolio. The assets of the AST DeAM Small-Cap Value Portfolio will be aggregated with the assets managed by Deutsche in the series of Strategic Partners Mutual Funds, Inc. which the Manager and Deutsche identify as similar to the Portfolio.
Eagle Asset Management (Eagle) : The assets of the AST Small-Cap Growth Portfolio managed by Eagle will be aggregated with the assets of the series of The Prudential Series Fund (PSF) managed by Eagle which the Manager and Eagle identify as similar to the Portfolio.
Goldman Sachs Asset Management, L. P. (GSAM) : The assets of the AST Goldman Sachs Concentrated Growth Portfolio and the AST Goldman Sachs Mid-Cap Growth Portfolio will be aggregated with the assets managed by GSAM in the series of Strategic Partners Mutual Funds, Inc. which the Manager and GSAM identify as similar to the Portfolio(s).
J.P. Morgan Investment Management, Inc. (JP Morgan): The assets of the AST Large-Cap Value Portfolio managed by JP Morgan and the assets of the Large-Cap Value Portfolio of PSF managed by JP Morgan will be aggregated.
LSV Asset Management: (LSV) : The assets of the AST LSV International Value Portfolio will be aggregated with the assets managed by LSV in the AST Advanced Strategies Portfolio, the Global Portfolio of PSF, the SP LSV International Value Portfolio of PSF, and in any other portfolio or fund subadvised by LSV on behalf of the Manager. Marsico Capital Management, LLC (Marsico) : The assets of the Advanced Strategies Portfolio will be aggregated with: (i) the portion of the Global Portfolio of PSF that is managed by Marsico, (ii) the AST Marsico Capital Growth Portfolio of AST, (iii) the series of Strategic Partners Mutual Funds, Inc. that is managed by Marsico and identified by the Manager and Marsico as being similar to the portion of the Advanced Strategies Portfolio managed by Marsico, (iv) the portion of the Large Capitalization Growth Portfolio of The Target Portfolio Trust that is managed by Marsico, (v) the portion of the Strategic Partners Conservative Allocation Fund of Strategic Partners Asset Allocation Funds managed by Marsico, (vi) the portion of the Strategic Partners Moderate Allocation Fund of Strategic Partners Asset Allocation Funds that is managed by Marsico, (vii) the portion of the Strategic Partners Growth Allocation Fund of Strategic Partners Asset Allocation Funds that is managed by Marsico, and (viii) other future large cap growth accounts under which Marsico provides substantially similar advisory or sub-advisory services and which Marsico and PI and/or American Skandia Investment Services, Inc. (ASISI), as applicable, mutually agree, in writing, may be included in determining the level of average daily net assets for purposes of the fee calculation
Massachusetts Financial Services Company (MFS) : The assets of the AST MFS Growth Portfolio will be aggregated with the assets managed by MFS in the series of Strategic Partners Mutual Funds, Inc. which the Manager and MFS identify as similar to the Portfolio.
Neuberger Berman Management, Inc. (Neuberger Berman) : The assets of the AST Neuberger Berman Mid-Cap Growth Portfolio will be aggregated with the assets managed by Neuberger Berman in the series of Strategic Partners Mutual Funds, Inc. which the Manager and Neuberger Berman identify as similar to the Portfolio.
The assets of the AST Neuberger Berman Mid-Cap Value Portfolio will be aggregated with the assets managed by Neuberger Berman in the series of Strategic Partners Mutual Funds, Inc. which the Manager and Neuberger Berman identify as similar to the Portfolio.
The assets of the AST Small-Cap Growth Portfolio will be aggregated with the assets of the series of PSF which the Manager and Neuberger Berman identify as similar to the Portfolio. Prudential Investment Management, Inc. (PIM): The assets of the AST Money Market Portfolio and the assets of the Money Market Portfolio of PSF will be aggregated. T. Rowe Price Associates, Inc. (T. Rowe Price): The assets of the AST T. Rowe Price Large-Cap Growth Portfolio and the T. Rowe Price Large-Cap Growth Portfolio of PSF will be aggregated.
William Blair & Company LLC (William Blair) : The assets in the Advanced Strategies Portfolio will be aggregated with the assets managed by William Blair in the Global Portfolio of PSF, in the SP William Blair International Equity Portfolio, in the SP William Blair International Growth Portfolio of PSF, and in any other portfolio subadvised by William Blair on behalf of the Manager.
The assets of the AST William Blair International Growth Portfolio will be aggregated with the assets managed by William Blair in the series of PSF that the Manager and William Blair identify as similar to the Portfolio.
Subadvisory Fees Paid by PI
51
AST AllianceBernstein Growth & Income Portfolio |
|
Alliance |
|
6,138,648 |
|
5,141,843 |
|
3,869,287 |
|
AST AllianceBernstein Managed Index 500 Portfolio |
|
Alliance |
|
628,783 |
|
687,900 |
|
615,995 |
|
AST American Century Income & Growth Portfolio |
|
American Century Investment Management, Inc. (American Century) |
|
1,506,298 |
|
1,418,786 |
|
944,295 |
|
AST American Century Strategic Balanced Portfolio |
|
American Century |
|
807,685 |
|
872,475 |
|
773,123 |
|
AST Cohen & Steers Realty Portfolio |
|
Cohen & Steers Capital Management, Inc. |
|
1,174,681 |
|
961,940 |
|
640,511 |
|
AST DeAM Large-Cap Value Portfolio |
|
Detusche Asset Management, Inc. (Deutsche) |
|
349,123 |
|
309,847 |
|
223,236 |
|
AST DeAM Small-Cap Value Portfolio |
|
Deutsche |
|
351,544 |
|
247,530 |
|
85,698 |
|
AST DeAM Small-Cap Growth Portfolio |
|
Deutsche |
|
850,871 |
|
1,059,941 |
|
1,042,429 |
|
AST Federated Aggressive Growth Portfolio |
|
Federated Equity Management Company of Pennsylvania |
|
1,935,706 |
|
1,200,137 |
|
487,934 |
|
AST First Trust Balanced Target Portfolio |
|
First Trust Advisors L.P. |
|
N/A |
|
N/A |
|
N/A |
|
AST First Trust Capital Appreciation Target Portfolio |
|
First Trust Advisors L.P. |
|
N/A |
|
N/A |
|
N/A |
|
AST Global Allocation Portfolio |
|
|
|
N/A |
|
N/A |
|
N/A |
|
|
|
Deutsche |
|
132,410 |
|
122,196 |
|
132,792 |
|
AST Goldman Sachs Concentrated Growth Portfolio |
|
Goldman Sachs Asset Management, L.P. (GSAM) |
|
2,207,821 |
|
2,768,751 |
|
3,038,652 |
|
AST Goldman Sachs Mid-Cap Growth Portfolio |
|
GSAM |
|
894,018 |
|
570,732 |
|
256,115 |
|
AST Goldman Sachs Small-Cap Value Portfolio |
|
GSAM |
|
1,407,469 |
|
1,583,145 |
|
1,510,194 |
|
AST High Yield Portfolio |
|
GSAM |
|
1,883,828 |
|
1,921,411 |
|
N/A |
|
|
|
Federated Investment Counseling |
|
N/A |
|
N/A |
|
1,501,377 |
|
AST JPMorgan International Equity Portfolio |
|
J.P. Morgan Investment Management, Inc. (JP Morgan) |
|
1,414,777 |
|
1,356,895 |
|
1,580,261 |
|
AST LSV International Value Portfolio |
|
LSV |
|
894,492 |
|
545,287 |
|
N/A |
|
|
|
Deutsche |
|
N/A |
|
N/A |
|
424,011 |
|
AST Large-Cap Value Portfolio |
|
Hotchkis and Wiley Capital Management LLC |
|
1,798,663 |
|
1,884,861 |
|
2,160,978 |
|
|
|
JP Morgan |
|
27,245 |
|
N/A |
|
N/A |
|
AST Lord Abbett Bond-Debenture Portfolio |
|
Lord, Abbett & Co. LLC |
|
1,526,793 |
|
1,111,525 |
|
493,625 |
|
AST MFS Global Equity Portfolio |
|
Massachusetts Financial Services Company (MFS) |
|
643,301 |
|
519,683 |
|
314,895 |
|
AST MFS Growth Portfolio |
|
MFS |
|
2,091,586 |
|
2,165,091 |
|
2,115,049 |
|
AST Marsico Capital Growth Portfolio |
|
Marsico Capital Management LLC |
|
10,009,800 |
|
7,334,034 |
|
5,155,049 |
|
AST Mid-Cap Value Portfolio |
|
EARNEST Partners LLC |
|
82,564 |
|
N/A |
|
N/A |
|
|
|
WEDGE Capital Management, LLP |
|
82,564 |
|
N/A |
|
N/A |
|
|
|
GAMCO Investors, Inc. |
|
628,242 |
|
747,199 |
|
507,160 |
|
AST Money Market Portfolio |
|
Prudential Investment Management, Inc. |
|
N/A |
|
N/A |
|
N/A |
|
|
|
Wells Capital Management |
|
930,733 |
|
1,030,627 |
|
1,246,526 |
|
AST Neuberger Berman Mid-Cap Growth Portfolio |
|
Neuberger Berman Management, Inc. |
|
1,487,655 |
|
1,368,410 |
|
1,230,538 |
|
AST Neuberger Berman Mid-Cap Value Portfolio |
|
Neuberger Berman Management, Inc. |
|
5,164,570 |
|
4,308,551 |
|
3,183,634 |
|
AST PIMCO Total Return Bond Portfolio |
|
PIMCO |
|
4,393,345 |
|
5,524,680 |
|
5,628,158 |
|
AST PIMCO Limited Maturity Bond Portfolio |
|
PIMCO |
|
3,770,177 |
|
2,278,614 |
|
2,794,940 |
|
AST Small-Cap Growth Portfolio |
|
Neuberger Berman Management, Inc. |
|
395,520 |
|
1,234,434 |
|
N/A |
|
|
|
Pilgrim Baxter |
|
N/A |
|
N/A |
|
1,322,406 |
|
|
|
Eagle Asset Management |
|
386,932 |
|
N/A |
|
N/A |
|
AST Small-Cap Value Portfolio |
|
Integrity Asset Management |
|
594,385 |
|
N/A |
|
N/A |
|
|
|
JP Morgan |
|
2,855,089 |
|
N/A |
|
N/A |
|
|
|
Lee Munder Investments, Ltd. |
|
581,111 |
|
N/A |
|
N/A |
|
|
|
Dreman Value Management LLC |
|
N/A |
|
N/A |
|
N/A |
|
|
|
Salomon Brothers Asset Management Inc |
|
12,927 |
|
N/A |
|
N/A |
|
|
|
GAMCO Investors, Inc. |
|
N/A |
|
3,343,784 |
|
2,232,761 |
|
AST T. Rowe Price Asset Allocation Portfolio |
|
T. Rowe Price Associates, Inc. (T. Rowe Price) |
|
1,173,137 |
|
1,051,115 |
|
822,822 |
|
AST T. Rowe Price Global Bond Portfolio |
|
T. Rowe Price |
|
1,765,422 |
|
983,724 |
|
873,840 |
|
AST T. Rowe Price Large-Cap Growth Portfolio |
|
T. Rowe Price |
|
183,475 |
|
N/A |
|
N/A |
|
|
|
Alliance |
|
753,030 |
|
1,022,666 |
|
931,125 |
|
AST T. Rowe Price Natural Resources Portfolio |
|
T. Rowe Price |
|
1,577,581 |
|
918,280 |
|
563,184 |
|
AST William Blair International Growth Portfolio |
|
William Blair & Company LLC |
|
3,487,046 |
|
2,590,366 |
|
1,112,696 |
|
AST Asset Allocation Portfolios |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
AST Aggressive Growth Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
AST Capital Growth Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
AST Balanced Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
AST Conservative Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
AST Preservation Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
Additional Information About the Portfolio Managers Other Accounts and Fund Ownership . The following tables set forth information about each Portfolio and accounts other than the Portfolio for which each Portfolios portfolio managers are primarily responsible for the day-to-day portfolio management as of the Funds most recently completed fiscal year. The table shows, for each portfolio manager, the number of accounts managed and the total assets in such accounts, within each of the following categories:
AMERICAN SKANDIA TRUST 52
registered investment companies, other pooled investment vehicles, and other accounts. For each category, the number of accounts and total assets in the accounts whose fees are based on performance is indicated in italics typeface. The tables also set forth the dollar range of equity securities of each Portfolio of the Fund beneficially owned by the Portfolio Managers as of the Funds most recently completed fiscal year
AST Advanced Strategies Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Marsico Capital Management LLC |
|
Thomas F. Marsico |
|
39 registered investment companies with $29,433,196,000 in assets |
|
12 other pooled investment vehicles with $1,555,589,000 in assets |
|
203 other accounts with $23,951,935,000 in assets |
|
None |
T. Rowe Price Associates, Inc. |
|
Brian C. Rogers |
|
13 registered investment companies with $29,246,700,000 in assets |
|
1 other pooled investment vehicle with $324,400,000 in assets |
|
15 other accounts with $1,196,000,000 in assets |
|
None |
|
|
Stephen W. Boesel |
|
3 registered investment companies with $11,019,200,000 in assets |
|
None |
|
6 other accounts with $98,300,000 in assets |
|
None |
|
|
John D. Linehan |
|
5 registered investment companies with $4,641,200,000 in assets |
|
3 other pooled investment vehicles with $466,900,000 in assets |
|
14 other accounts with $1,196,100,000 in assets |
|
None |
William Blair & Company LLC |
|
W. George Grieg |
|
7 registered investment companies with $6,838,700 in assets |
|
15 other pooled investment vehicles with $3,768,700 in assets |
|
1,434 other accounts with $6,186,600 in assets |
|
None |
LSV Asset Management |
|
Josef Lakonishok |
|
25 registered investment companies with $7.1 billion in assets |
|
22 other pooled investment vehicles with $4.8 billion in assets |
|
459 other accounts with $40 billion in assets, out of which 17 accounts with assets of $1.7 billion have performance-based fees |
|
None |
|
|
Robert Vishny |
|
25 registered investment companies with $7.1 billion in assets |
|
22 other pooled investment vehicles with $4.8 billion in assets |
|
459 other accounts with $40 billion in assets, out of which 17 accounts with assets of $1.7 billion have performance-based fees |
|
None |
|
|
Menno Vermeulen |
|
25 registered investment companies with $7.1 billion in assets |
|
22 other pooled investment vehicles with $4.8 billion in assets |
|
459 other accounts with $40 billion in assets, out of which 17 accounts with assets of $1.7 billion have performance-based fees |
|
None |
|
|
Puneet Mansharamani |
|
25 registered investment companies with $7.1 billion in assets |
|
22 other pooled investment vehicles with $4.8 billion in assets |
|
459 other accounts with $40 billion in assets, out of which 17 accounts with assets of $1.7 billion have performance-based fees |
|
None |
Pacific Investment Management Company LLC |
|
John B. Byrnjolfsson |
|
19 registered investment companies with $36,939,340,000 in assets |
|
16 other pooled investment vehicles with $2,054,220,000 in assets |
|
42 other accounts with $9,459,030,000 in assets, out of which 8 other accounts with $5,767,890,000 have performance-based fees |
|
None |
|
|
Sudi Mariappa |
|
9 registered investment companies with $8,202,320,000 in assets |
|
41 other pooled investment vehicles with $4,289,100,000 in assets |
|
87 other accounts with $11,205,470,000 in assets, out of which 18 other accounts with $6,074,590,000 have performance-based fees |
|
None |
|
|
Chris D. Dialynas |
|
9 registered investment companies with $2,910,180,000 in assets |
|
14 other pooled investment vehicles with $6,723,190,000 in assets |
|
105 other accounts with $43,030,470,000 in assets, out of which 10 other accounts with $3,079,560,000 in assets have performance-based fees |
|
None |
53
AST AllianceBernstein Core Value Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
AllianceBernstein L.P. |
|
Marilyn Fedak |
|
26 registered investment companies with $19,569,405,957 in assets, out of which 1 registered investment company with $6,235,831,629 in assets has performance-based fees |
|
31 other pooled investment vehicles with assets of $949,214,413 |
|
239 other accounts with assets of $10,449,652,880, out of which 4 other accounts with assets totalling $828,560,626 have performance-based fees |
|
None |
|
|
John Mahedy |
|
26 registered investment companies with $19,569,405,957 in assets, out of which 1 registered investment company with $6,235,831,629 in assets has performance-based fees |
|
31 other pooled investment vehicles with assets of $949,214,413 |
|
239 other accounts with assets of $10,449,652,880, out of which 4 other accounts with assets totalling $828,560,626 have performance-based fees |
|
None |
|
|
John Philips |
|
26 registered investment companies with $19,569,405,957 in assets, out of which 1 registered investment company with $6,235,831,629 in assets has performance-based fees |
|
31 other pooled investment vehicles with assets of $949,214,413 |
|
239 other accounts with assets of $10,449,652,880, out of which 4 other accounts with assets totalling $828,560,626 have performance-based fees |
|
None |
|
|
Chris Marx |
|
26 registered investment companies with $19,569,405,957 in assets, out of which 1 registered investment company with $6,235,831,629 in assets has performance-based fees |
|
31 other pooled investment vehicles with assets of $949,214,413 |
|
239 other accounts with assets of $10,449,652,880, out of which 4 other accounts with assets totalling $828,560,626 have performance-based fees |
|
None |
AST AllianceBernstein Growth & Income Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other
|
|
Other Accounts |
|
Ownership
|
AllianceBernstein L.P. |
|
Frank Caruso |
|
6 registered investment companies with $11,290,221,601 in assets |
|
None |
|
8 other accounts with $2,359,716,902 in assets, out of which 1 other account with $1,742,033,576 in assets has performance-based fees |
|
None |
AST AllianceBernstein Managed Index 500 Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
AllianceBernstein L.P. |
|
Drew W. Demakis |
|
31 registered investment companies with $26,977,888,163 in assets |
|
127 other pooled investment vehicles with $11,428,153, 890 in assets, out of which 6 other pooled investment vehicles with $561,328,942 in assets have performance-based fees |
|
141 other accounts with $35,210,693,658 in assets, out of which 17 other accounts with $4,124,395,003 in assets have performance-based fees |
|
None |
AST American Century Income & Growth Portfolio
Subadviser(s) |
|
Portfolio Manager(s) |
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
|
Ownership of Fund
|
American Century Investment Management, Inc. |
|
Kurt Borgwardt |
|
5 registered investment companies with $6,022,666,685 in assets |
|
None |
|
None |
|
None |
|
|
John Schniedwind |
|
5 registered investment companies with $6,318,965,878 in assets |
|
None |
|
None |
|
None |
|
|
Zili Zhang |
|
4 registered investment companies with $6,019,678,941 in assets |
|
None |
|
None |
|
None |
|
|
Lynette Pang (information is provided as of Feb. 1, 2006) |
|
4 registered investment companies with $1,169,060,154 in assets |
|
None |
|
None |
|
None |
AMERICAN SKANDIA TRUST 54
AST American Century Strategic Balanced Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
|
Ownership of
|
American Century Investment Management, Inc. |
|
Jeff Tyler |
|
16 registered investment companies with $5,313,256,365 in assets |
|
34 other pooled investment vehicles with $1,216,625,107 in assets |
|
None |
|
None |
AST William Blair International Growth Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership of
|
William Blair & Company LLC |
|
W. George Grieg |
|
7 registered investment companies with $6,838,700 in assets |
|
15 other pooled investment vehicles with $2,409,800 in assets |
|
1,434 other accounts with $6,186,800 in assets |
|
None |
AST Cohen & Steers Realty Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership of
|
Cohen & Steers Capital Management, Inc. |
|
Martin Cohen |
|
15 registered investment companies with $13.9 billion in assets |
|
8 other pooled investment vehicles with $1.1 billion in assets |
|
34 other accounts with $3.7 billion in assets under management |
|
None |
|
|
Robert H. Steers |
|
15 registered investment companies with $13.9 billion in assets |
|
8 other pooled investment vehicles with $1.1 billion in assets |
|
34 other accounts with $3.7 billion in assets under management |
|
None |
|
|
Joseph M. Harvey |
|
15 registered investment companies with $13.9 billion in assets |
|
8 other pooled investment vehicles with $1.1 billion in assets |
|
34 other accounts with $3.7 billion in assets under management |
|
None |
|
|
James S. Corl |
|
15 registered investment companies with $13.9 billion in assets |
|
8 other pooled investment vehicles with $1.1 billion in assets |
|
34 other accounts with $3.7 billion in assets under management |
|
None |
AST DeAM Large-Cap Value Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Deutsche Asset Management, Inc. |
|
Janet Campagna |
|
2 registered investment companies with $365,986,877 in assets |
|
None |
|
None |
|
None |
|
|
Robert Wang |
|
26 registered investment companies with $3,627,004,032 in assets |
|
7 other pooled investment vehicles with $261,231,155 in assets |
|
39 other accounts with $7147,825,077 in assets, out of which 3 other accounts with $95,558,951 in assets have performance-based fees |
|
None |
AST DeAM Small-Cap Value Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Deutsche Asset Management, Inc. |
|
Janet Campagna |
|
2 registered investment companies with $431,392,111 in assets |
|
None |
|
None |
|
None |
|
|
Robert Wang |
|
26 registered investment companies with $3,692,409,266 in assets |
|
7 other pooled investment vehicles with $261,231,155 in assets |
|
39 other accounts with $7,147,825,077 in assets, out of which 3 other accounts with assets of $95,558,951 have performance-based fees |
|
None |
AST DeAM Small-Cap Growth Portfolio
Adviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Deutsche Asset Management, Inc. |
|
Janet Campagna |
|
2 registered investment companies with $282,820,968 in assets |
|
None |
|
None |
|
None |
|
|
Robert Wang |
|
26 registered investment companies with $3,545,838,123 in assets |
|
7 other pooled investment vehicles with $261,231,155 in assets |
|
39 other accounts with assets of $7,147,825,077, out of which 3 other accounts with assets of $95,558,951 have performance-based fees |
|
None |
55
AST Federated Aggressive Growth Portfolio
Adviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
|
Ownership of
|
Federated Equity Management Company of Pennsylvania |
|
Laurence Auriana |
|
3 registered investment companies with $9,224,560,000 in assets |
|
None |
|
None |
|
None |
|
|
Aash Shah |
|
2 registered investment companies with $816,550,000 in assets |
|
None |
|
None |
|
None |
|
|
Hans Utsch |
|
3 registered investment companies with $9,224,560,000 in assets |
|
None |
|
None |
|
None |
|
|
John Ettinger |
|
1 registered investment company with $772,540,000 in assets |
|
None |
|
None |
|
None |
AST First Trust Balanced Target Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership of
|
First Trust Advisors L.P. |
|
Robert F. Carey |
|
26 registered investment companies with $1.405 billion in assets |
|
None |
|
None |
|
None |
|
|
Roger Testin |
|
26 registered investment companies with $1.405 billion in assets |
|
2 other pooled investment vehicles with $51,000,000 in assets |
|
1,955 other accounts with $397,000,000 in assets |
|
None |
|
|
Jon Erickson |
|
26 registered investment companies with $1.405 billion in assets |
|
None |
|
None |
|
None |
|
|
David McGarel |
|
26 registered investment companies with $1.405 billion in assets |
|
None |
|
None |
|
None |
|
|
Dan Lindquist |
|
26 registered investment companies with $1.405 billion in assets |
|
None |
|
None |
|
None |
|
|
Walter Stubbings |
|
None |
|
None |
|
None |
|
None |
AST First Trust Capital Appreciation Target Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership of
|
First Trust Advisors L.P. |
|
Robert F. Carey |
|
26 registered investment companies with $1.405 billion in assets |
|
None |
|
None |
|
None |
|
|
Roger Testin |
|
26 registered investment companies with $1.405 billion in assets |
|
2 other pooled investment vehicles with $51,000,000 in assets |
|
1,955 other accounts with $397,000,000 in assets |
|
None |
|
|
Jon Erickson |
|
26 registered investment companies with $1.405 billion in assets |
|
None |
|
None |
|
None |
|
|
David McGarel |
|
26 registered investment companies with $1.405 billion in assets |
|
None |
|
None |
|
None |
|
|
Dan Lindquist |
|
26 registered investment companies with $1.405 billion in assets |
|
None |
|
None |
|
None |
|
|
Walter Stubbings |
|
None |
|
None |
|
None |
|
None |
AST Global Allocation Portfolio
Adviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
|
Ownership of
|
Prudential Investments, L.P. |
|
Chris Piros |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
|
|
James G. Russell |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
AMERICAN SKANDIA TRUST 56
AST Goldman Sachs Concentrated Growth Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Goldman Sachs Asset Management, L.P. |
|
Dave Shell |
|
31 registered investment companies with $9,203,078,571 in assets |
|
None |
|
478 other accounts with $17,632,942,150 in assets, out of which 15 accounts with $2,019,297,679 have performance-based fees |
|
None |
|
|
Steve Barry |
|
31 registered investment companies with $9,203,078,571 in assets |
|
None |
|
478 other accounts with $17,632,942,150 in assets, out of which 15 accounts with $2,019,297,679 have performance-based fees |
|
None |
|
|
Greg Ekizian |
|
31 registered investment companies with $9,203,078,571 in assets |
|
None |
|
478 other accounts with $17,632,942,150 in assets, out of which 15 accounts with $2,019,297,679 have performance-based fees |
|
None |
AST Goldman Sachs Mid-Cap Growth Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Goldman Sachs Asset Management, L.P. |
|
Dave Shell |
|
31 registered investment companies with $9,203,078,571 in assets |
|
None |
|
478 other accounts with $17,632,942,150 in assets, out of which 15 accounts with $2,019,297,679 have performance-based fees |
|
None |
|
|
Steve Barry |
|
31 registered investment companies with $9,203,078,571 in assets |
|
None |
|
478 other accounts with $17,632,942,150 in assets, out of which 15 accounts with $2,019,297,679 have performance-based fees |
|
None |
|
|
Greg Ekizian |
|
31 registered investment companies with $9,203,078,571 in assets |
|
None |
|
478 other accounts with $17,632,942,150 in assets, out of which 15 accounts with $2,019,297,679 have performance-based fees |
|
None |
AST Goldman Sachs Small-Cap Value Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Goldman Sachs Asset Management, L.P. |
|
Chip Ottness |
|
6 registered investment companies with $2.7 billion in assets |
|
2 other pooled investment vehicles with assets of $290 million, all of which have performance-based fees |
|
31 other accounts with assets of $696 million, out of which 1 other account with assets of $117 million has performance-based fees |
|
None |
|
|
Kelly Flynn |
|
6 registered investment companies with $2.7 billion in assets |
|
2 other pooled investment vehicles with $290 million in assets, all of which have performance-based fees |
|
31 other accounts with assets of $696 million, out of which 1 other account with assets of $117 million has performance-based fees. |
|
None |
|
|
David Berdon |
|
27 registered investment companies with $13.2 billion in assets |
|
2 other pooled investment vehicles with $290 million in assets, all of which have performance-based fees |
|
302 other accounts with assets of $6.8 billion, out of which 2 other accounts with assets of $229 million have performance-based fees |
|
|
|
|
Lisa Parisi |
|
27 registered investment companies with $13.2 billion in assets |
|
2 other pooled investment vehicles with $290 million in assets, all of which have performance-based fees |
|
302 other accounts with assets of $6.8 billion, out of which 2 other accounts with assets of $229 million have performance-based fees |
|
None |
57
|
|
Dolores Bamford |
|
27 registered investment companies with $13.2 billion in assets |
|
2 other pooled investment vehicles with $290 million in assets, all of which have performance-based fees |
|
302 other accounts with assets of $6.8 billion, out of which 2 other accounts with assets of $229 million have performance-based fees |
|
None |
|
|
Scott Carroll |
|
27 registered investment companies with $13.2 billion in assets |
|
2 other pooled investment vehicles with assets of $290 million, all of which have performance-based fees |
|
302 other accounts with assets of $6.8 billion, out of which 2 other accounts with assets of $229 million have performance-based fees. |
|
None |
|
|
Edward Perkin |
|
27 registered investment companies with $13.2 billion in assets |
|
2 other pooled investment vehicles with $290 million in assets, all of which have performance-based fees |
|
302 other accounts with assets of $6.8 billion, out of which 2 other accounts with assets of $229 million have performance-based fees |
|
None |
AST High Yield Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Goldman Sachs Asset Management, L.P. |
|
Jonathan Beinner |
|
26 registered investment companies with $18,279.4 million in assets |
|
57 other pooled investment vehicles with $25,256.2 million in assets, out of which 14 other pooled investment vehicles with $7,203.6 million in assets have performance-based fees |
|
1,321 other accounts with $102,317.4 million in assets, out of which 31 other accounts with $15,682.6 million in assets have performance-based fees |
|
None |
|
|
Tom Kenny |
|
26 registered investment companies with $18,279.4 million in assets |
|
57 other pooled investment vehicles with $25,256.2 million in assets, out of which 14 other pooled investment vehicles with $7,203.6 million in assets have performance-based fees |
|
1,321 other accounts with $102,317.4 million in assets, out of which 31 other accounts with $15,682.6 million in assets have performance-based fees |
|
None |
|
|
Andrew Jessop |
|
7 registered investment companies with $3,402.1 million in assets |
|
5 other pooled investment vehicles with $6,935.0 million in assets, out of which 2 other pooled investment vehicles with $2,924.8 million in assets have performance-based fees |
|
34 other accounts with $11,352.0 million in assets, out of which 3 other accounts with $540.6 million in assets have performance-based fees |
|
None |
|
|
Rob Cignarella |
|
7 registered investment companies with $3,402.1 million in assets |
|
5 other pooled investment vehicles with $6,935.0 million in assets, out of which 2 other pooled investment vehicles with $2,924.8 million in assets have performance-based fees |
|
34 other accounts with $11,352.0 million in assets, out of which 3 other accounts with $540.6 million in assets have performance-based fees |
|
None |
|
|
Diana Gordon |
|
7 registered investment companies with $3,402.1 million in assets |
|
5 other pooled investment vehicles with $6,935.0 million in assets, out of which 2 other pooled investment vehicles with $2,924.8 million in assets have performance-based fees |
|
34 other accounts with $11,352.0 million in assets, out of which 3 other accounts with $540.6 million in assets have performance-based fees |
|
None |
|
|
Rachel Golder |
|
7 registered investment companies with $3,402.1 million in assets |
|
5 other pooled investment vehicles with $6,935.0 million in assets, out of which 2 other pooled investment vehicles with $2,924.8 million in assets have performance-based fees |
|
34 other accounts with $11,352.0 million in assets, out of which 3 other accounts with $540.6 million in assets have performance-based fees |
|
None |
Pacific Investment Management Company LLC |
|
Raymond G. Kennedy, CFA |
|
9 registered investment companies with $14,332,480,000 in assets |
|
6 other pooled vehicles with $2,185,310,000 in assets |
|
15 other accounts with $2,795,470,000 in assets |
|
None |
AMERICAN SKANDIA TRUST 58
AST JP Morgan International Equity Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
J.P. Morgan Investment Management, Inc. |
|
James Fisher |
|
12 registered investment companies with $6,657,000,000 in assets |
|
8 other pooled investment vehicles with $6,981,000,000 in assets |
|
35 other accounts with $7,845,000,000 in assets |
|
None |
AST LSV International Value Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
LSV Asset Management |
|
Josef Lakonishok |
|
24 registered investment companies with $6.9 billion in assets |
|
22 other pooled investment vehicles with $4.8 billion in assets |
|
459 other accounts with assets of $40 billion, out of which 17 accounts with assets of $1.7 billion have performance-based fees |
|
None |
|
|
Robert Vishny |
|
24 registered investment companies with $6.9 billion in assets |
|
22 other pooled investment vehicles with $4.8 billion in assets |
|
459 other accounts with assets of $40 billion, out of which 17 accounts with assets of $1.7 billion have performance-based fees |
|
None |
|
|
Menno Vermeulen, CFA |
|
24 registered investment companies with $6.9 billion in assets |
|
22 other pooled investment vehicles with $4.8 billion in assets |
|
459 other accounts with assets of $40 billion, out of which 17 accounts with assets of $1.7 billion have performance-based fees |
|
None |
|
|
Puneet Mansharamani, CFA |
|
24 registered investment companies with $6.9 billion in assets |
|
22 other pooled investment vehicles with $4.8 billion in assets |
|
459 other accounts with assets of $40 billion, out of which 17 accounts with assets of $1.7 billion have performance-based fees |
|
None |
AST Large Cap Value Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Hotchkis and Wiley Capital Management LLC |
|
Sheldon Lieberman |
|
18 registered investment companies with $15.3 billion in assets, out of which 1 registered investment company with $2.3 billion in assets has performance-based fees |
|
9 other pooled investment vehicles with $967 million in assets |
|
148 other accounts with $12.9 billion in assets, out of which 6 other accounts totalling $1.1 billion in assets have performance-based fees |
|
None |
|
|
George Davis |
|
18 registered investment companies with $15.3 billion in assets, out of which 1 registered investment company with $2.3 billion in assets has performance-based fees |
|
9 other pooled investment vehicles with $967 million in assets |
|
148 other accounts with $12.9 billion in assets, out of which 6 other accounts totalling $1.1 billion in assets have performance-based fees |
|
None |
|
|
Joe Huber |
|
18 registered investment companies with $15.3 billion in assets, out of which 1 registered investment company with $2.3 billion in assets has performance-based fees |
|
9 other pooled investment vehicles with $967 million in assets |
|
148 other accounts with $12.9 billion in assets, out of which 6 other accounts totalling $1.1 billion in assets have performance-based fees |
|
None |
|
|
Patricia McKenna |
|
18 registered investment companies with $15.3 billion in assets, out of which 1 registered investment company with $2.3 billion in assets has performance-based fees |
|
9 other pooled investment vehicles with $967 million in assets |
|
148 other accounts with $12.9 billion in assets, out of which 6 other accounts totalling $1.1 billion in assets have performance-based fees |
|
None |
59
|
|
Stan Majcher |
|
18 registered investment companies with $15.3 billion in assets, out of which 1 registered investment company with $2.3 billion in assets has performance-based fees |
|
9 other pooled investment vehicles with $967 million in assets |
|
148 other accounts with $12.9 billion in assets, out of which 6 other accounts totalling $1.1 billion in assets have performance-based fees |
|
None |
Dreman Value Management LLC |
|
David N. Dreman |
|
15 registered investment companies with $10.3 billion in assets |
|
3 other pooled investment vehicles with $48 million in assets |
|
108 other acccounts with $2.8 billion in assets |
|
None |
|
|
Nelson Woodard |
|
4 registered investment companies with $1.6 billion in assets |
|
None |
|
14 other accounts with $94 million in assets |
|
None |
J.P. Morgan Investment Management, Inc. |
|
Raffaele Zingone |
|
11 registered investment companies with $1,791,000,000 in assets |
|
4 other pooled investment vehicles with $2,340,000,000 in assets |
|
19 other accounts with $13,687,000,000 in assets |
|
None |
|
|
Terence Chen |
|
13 registered investment companies with $4,350,000,000 in assets |
|
6 other pooled investment vehicles with $1,719,000,000 in assets |
|
10 other accounts with $2,000,000,000 in assets |
|
None |
AST Lord Abbett Bond-Debenture Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Lord, Abbett & Co. LLC |
|
Christopher J. Towle |
|
13 registered investment companies with $11,655,400,000 in assets |
|
3 other pooled investment vehicles with $1,165,900,000 in assets |
|
5,356 other accounts with $2,265,600,000 in assets |
|
None |
AST MFS Global Equity Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Massachusetts Financial Services Company |
|
David R. Mannheim |
|
17 registered investment companies with $8,428,057,586 in assets |
|
5 other pooled investment vehicles with $1,431,567,755 in assets |
|
84 other accounts with $15,688,100,513 in assets, out of which 7 other accounts with assets totalling $1,072,078,082 have performance-based fees |
|
None |
|
|
Simon Todd |
|
7 registered investment companies with $1,393,989,106 in assets |
|
5 other pooled investment vehicles with $1,431,567,755 in assets |
|
13 other accounts with $1,223,943,017 in assets |
|
None |
AST MFS Growth Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Massachusetts Financial Services Company |
|
Stephen Pesek |
|
4 registered investment companies with $9,973,269,620 in assets |
|
None |
|
10 other accounts with $444,695,691 in assets, out of which 2 other accounts with assets totalling $227,180,019 have performance-based fees |
|
None |
AST Marsico Capital Growth Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
Marsico Capital Management, LLC |
|
Thomas F. Marsico |
|
38 registered investment companies with $26,125,540,000 in assets |
|
12 other pooled investment vehicles with $1,555,589,000 in assets |
|
203 other accounts with $23,951,935,000 in assets |
|
None |
AST Mid-Cap Value Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled Investment
|
|
Other Accounts |
|
Ownership
|
EARNEST Partners LLC |
|
Paul Viera |
|
12 registered investment companies with $2,942.6 million in assets |
|
8 other pooled investment vehicles with $18.2 million in assets. 1 other pooled investment vehicle with $23.5 million in assets with fees based on performance |
|
272 other accounts with $15,610.2 million in assets. 9 other accounts with $580.7 million in assets with fees based on performance |
|
None |
AMERICAN SKANDIA TRUST 60
WEDGE Capital Management, LLP |
|
Paul M. VeZolles |
|
1 registered investment company with $81 million in assets |
|
None |
|
69 other accounts with $674 million in assets |
|
None |
|
|
Gilbert Galle |
|
None |
|
None |
|
63 other accounts with $1.2 billion in assets |
|
None |
|
|
John Norman |
|
2 registered investment companies with $133 mllion in assets |
|
None |
|
37 other accounts with $366 million in assets |
|
None |
AST Neuberger Berman Mid-Cap Growth Portfolio
|
Subadviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership of
|
||
Neuberger Berman Management, Inc. |
|
Jon Brorson |
|
6 registered investment companies with $1.98 billion in assets |
|
None |
|
26 other accounts with $87 million in assets |
|
None |
|||
|
|
Kenneth Turek |
|
4 registered investment companies with $1.9 billion in assets |
|
None |
|
23 other accounts with $76 million in assets |
|
None |
|||
AST Neuberger Berman Mid-Cap Value Portfolio
|
Subadviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership of
|
||
Neuberger Berman Management, Inc. |
|
S. Basu Mullick |
|
10 registered investment companies with $7.5 billion in assets |
|
None |
|
1 other account with $15 million in assets |
|
None |
|||
AST PIMCO Total Return Bond Portfolio
|
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled Investment
|
|
Other Accounts |
|
Ownership
|
||
Pacific Investment Management Company LLC |
|
William H. Gross |
|
31 registered investment companies with $125,593,890,000 in assets |
|
21 other pooled investment vehicles with $5,771,240,000 in assets, out of which 2 other pooled investment vehicles with $475,040,000 in assets have performance-based fees |
|
59 other accounts with $2,795,470,000 in assets |
|
None |
|||
AST PIMCO Limited Maturity Bond Portfolio
|
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership
|
||
Pacific Investment Management Company LLC |
|
Paul A. McCulley |
|
9 registered investment companies with $7,753,800,000 in assets |
|
15 other pooled investment vehicles with $1,136,150,000 in assets |
|
44 other accounts with $8,872,740,000 in assets, out of which 3 other accounts with $2,267,130,000 in assets have performance-based fees |
|
None |
|||
AST Small-Cap Growth Portfolio
|
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other Pooled
|
|
Other Accounts |
|
Ownership of
|
||
Neuberger Berman Management, Inc. |
|
Michael Fasciano |
|
7 registered investment companies with $1.35 billion in assets |
|
None |
|
1,172 other accounts with $533 million in assets |
|
None |
|||
Eagle Asset Management |
|
Bert Boksen |
|
9 registered investment companies with $872,223,684 in assets |
|
1 other pooled investment vehicle with $28,379,409 in assets |
|
1,839 other accounts with $949,254,664 in assets |
|
None |
|||
AST Small-Cap Value Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other
Pooled
|
|
Other Accounts |
|
Ownership
|
J.P. Morgan Investment Management, Inc. |
|
Chris T. Blum |
|
18 registered investment companies with $3,868,000,000 in assets |
|
8 other pooled investment vehicles with $1,087,000,000 in assets |
|
7 other accounts with $599,000,000 in assets |
|
None |
61
|
|
Dennis Ruhl |
|
18 registered investment companies with $3,868,000,000 in assets |
|
8 other pooled investment vehicles with $1,087,000,000 in assets |
|
7 other accounts with $599,000,000 in assets |
|
None |
Lee Munder Investments, Ltd. |
|
R. Todd Vingers |
|
5 registered investment companies with $544,855,612 in assets |
|
6 other pooled investment vehicles with $47,430,454 in assets |
|
37 other accounts with $610,407,037 in assets, out of which 4 accounts with assets totalling $105,472,273 have performance-based fees |
|
None |
Dreman Value Management LLC |
|
David N. Dreman |
|
15 registered investment companies with $10.3 billion in assets |
|
3 other pooled investment vehicles with $48 million in assets |
|
108 other accounts with $2.8 billion in assets |
|
None |
|
|
Nelson Woodard |
|
4 registered investment companies with $1.6 billion in assets |
|
None |
|
14 other accounts with $94 million in assets |
|
None |
|
|
Salomon Brothers Asset Management Inc |
|
Peter Hable |
|
22 registered investment companies with $9.98 billion in assets |
|
2 other pooled investment vehicles with $0.42 billion in assets |
|
96,007 other accounts with $13.19 billion in assets |
AST T. Rowe Price Asset Allocation Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other
Pooled
|
|
Other Accounts |
|
Ownership
|
T. Rowe Price Associates, Inc. |
|
Edmund M. Notzon |
|
12 registered investment companies with $12,103,000,000 in assets |
|
37 other pooled investment vehicles with $3,821,700,000 in assets |
|
13 other accounts with $12,535,500,000 in assets |
|
None |
|
|
Fred Bair |
|
6 registered investment companies with $9,863,800,000 in assets |
|
None |
|
1 other account with $498,800,000 in assets |
|
None |
|
|
Ray Mills |
|
2 registered investment companies with $1,316,500,000 in assets |
|
None |
|
1 other account with $29,100,000 in assets |
|
None |
|
|
Dan Shackleford |
|
5 registered investment companies with $3,941,400,000 in assets |
|
None |
|
6 other accounts with $1,490,000,000 in assets |
|
None |
|
|
Bill Stromberg |
|
5 registered investment companies with $1,219,800,000 in assets |
|
4 other pooled investment vehicles with $1,172,800,000 in assets |
|
20 other accounts with $3,784,000,000 in assets |
|
None |
|
|
Mark Vaselkiv |
|
7 registered investment companies with $5,011,100,000 in assets |
|
13 other pooled investment vehicles with $3,164,800,000 in assets |
|
10 other accounts with $1,680,700,00 in assets |
|
None |
AST T. Rowe Price Global Bond Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
|
|
Other
Pooled
|
|
Other Accounts |
|
Ownership
|
T. Rowe Price Associates, Inc. |
|
Ian Kelson |
|
3 registered investment companies with $1,810,900,000 in assets |
|
3 other pooled investment vehicles with $282,600,000 in assets |
|
1 other account with $44,300,000 in assets |
|
None |
|
|
Brian Brennan |
|
2 registered investment companies with $256,700,000 in assets |
|
3 other pooled investment vehicles with $2,019,200,000 in assets |
|
8 other accounts with $528,000,000 in assets |
|
None |
|
|
Michael Conelius |
|
1 registered investment company with $475,400,000 in assets |
|
2 other pooled investment vehicles with $262,100,000 in assets |
|
None |
|
None |
|
|
Chris Rothery |
|
None |
|
4 other pooled investment vehicles with $143,200,000 in assets |
|
None |
|
None |
|
|
Daniel Shackleford |
|
None |
|
|
|
|
|
|
AST T. Rowe Price Large-Cap Growth Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
Investment
|
|
Other
Pooled
|
|
Other Accounts |
|
Ownership
of
|
T. Rowe Price Associates, Inc. |
|
Robert W. Sharps |
|
5 registered investment companies with $1,563,900,000 in assets |
|
5 other pooled investment vehicles with $556,600,000 in assets |
|
10 other accounts with $2,416,900,000 in assets |
|
None |
AMERICAN SKANDIA TRUST 62
AST T. Rowe Price Natural Resources Portfolio
Subadviser(s) |
|
Portfolio
|
|
Registered
Investment
|
|
Other
Pooled
|
|
Other Accounts |
|
Ownership
|
T. Rowe Price Associates, Inc. |
|
Charles M. Ober |
|
1 registered investment company with $3,763,500,000 in assets |
|
None |
|
4 other accounts with $601,800,000 in assets |
|
None |
AST Aggressive Growth Asset Allocation Portfolio
Adviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other
Pooled
|
|
Other
|
|
Ownership
of
|
Prudential Investments LLC |
|
Chris Piros |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
|
|
James G. Russell |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
AST Capital Growth Asset Allocation Portfolio
Adviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
|
Ownership of
|
Prudential Investments LLC |
|
Chris Piros |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
|
|
James G. Russell |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
AST Balanced Asset Allocation Portfolio
Adviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
|
Ownership of
|
Prudential Investments LLC |
|
Chris Piros |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
|
|
James G. Russell |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
AST Conservative Asset Allocation Portfolio
Adviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
|
Ownership of
|
Prudential Investments LLC |
|
Chris Piros |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
James G. Russell |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
|
|
AST Preservation Asset Allocation Portfolio
Adviser(s) |
|
Portfolio
|
|
Registered Investment
|
|
Other Pooled
|
|
Other
|
|
Ownership of
|
Prudential Investments LLC |
|
Chris Piros |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
|
|
James G. Russell |
|
14 registered investment companies with $5 billion in assets |
|
None |
|
None |
|
None |
Additional Information About the Portfolio Managers Compensation and Conflicts of Interest . Set forth below, for each Portfolio Manager, is an explanation of the structure of, and method(s) used by each Subadviser (or, where applicable, the Manager) to determine, portfolio manager compensation. Also set forth below, for each Portfolio Manager, is an explanation of any material conflicts of interest that may arise between a Portfolio Managers management of a Portfolios investments and investments in other accounts.
63
AllianceBernstein L.P.
Portfolio Manager Compensation AllianceBernsteins compensation program for investment professionals is designed to be competitive and effective in order to attract and retain the highest caliber employees. The compensation program for investment professionals is designed to reflect their ability to generate long-term investment success for our clients, including shareholders of the AllianceBernstein Mutual Funds. Investment professionals do not receive any direct compensation based upon the investment returns of any individual client account, nor is compensation tied directly to the level or change in level of assets under management. Investment professionals annual compensation is comprised of the following:
(i) Fixed base salary : This is generally the smallest portion of compensation. The base salary is a relatively low, fixed salary within a similar range for all investment professionals. The base salary is determined at the outset of employment based on level of experience, does not change significantly from year-to-year and hence, is not particularly sensitive to performance.
(ii) Discretionary incentive compensation in the form of an annual cash bonus: AllianceBernsteins overall profitability determines the total amount of incentive compensation available to investment professionals. This portion of compensation is determined subjectively based on qualitative and quantitative factors. In evaluating this component of an investment professionals compensation, AllianceBernstein considers the contribution to his/her team or discipline as it relates to that teams overall contribution to the long-term investment success, business results and strategy of AllianceBernstein. Quantitative factors considered include, among other things, relative investment performance (e.g., by comparison to competitor or peer group funds or similar styles of investments, and appropriate, broad-based or specific market indices), and consistency of performance. There are no specific formulas used to determine this part of an investment professionals compensation and the compensation is not tied to any pre-determined or specified level of performance. AllianceBernstein also considers qualitative factors such as the complexity and risk of investment strategies involved in the style or type of assets managed by the investment professional; success of marketing/business development efforts and client servicing; seniority/length of service with the firm; management and supervisory responsibilities; and fulfillment of AllianceBernsteins leadership criteria.
(iii) Discretionary incentive compensation in the form of awards under AllianceBernsteins Partners Compensation Plan (deferred awards): AllianceBernsteins overall profitability determines the total amount of deferred awards available to investment professionals. The deferred awards are allocated among investment professionals based on criteria similar to those used to determine the annual cash bonus. There is no fixed formula for determining these amounts. Deferred awards, for which there are various investment options, vest over a four-year period and are generally forfeited if the employee resigns or AllianceBernstein terminates his/her employment. Investment options under the deferred awards plan include many of the same AllianceBernstein Mutual Funds offered to mutual fund investors, thereby creating a close alignment between the financial interests of the investment professionals and those of AllianceBernsteins clients and mutual fund shareholders with respect to the performance of those mutual funds. AllianceBernstein also permits deferred award recipients to allocate up to 50% of their award to investments in AllianceBernsteins publicly traded equity securities.[1]
(iv) Contributions under AllianceBernsteins Profit Sharing/401(k) Plan: The contributions are based on AllianceBernsteins overall profitability. The amount and allocation of the contributions are determined at the sole discretion of AllianceBernstein. [1] Prior to 2002, investment professional compensation also included discretionary long-term incentive in the form of restricted grants of AllianceBernsteins Master Limited Partnership Units.
[1] Prior to 2002, investment professional compensation also included discretionary long-term incentive in the form of restricted grants of AllianceBernsteins Master Limited Partnership Units.
Investment Professional Conflict of Interest Disclosure As an investment adviser and fiduciary, AllianceBernstein owes its clients and shareholders an undivided duty of loyalty. We recognize that conflicts of interest are inherent in our business and accordingly have developed policies and procedures (including oversight monitoring) reasonably designed to detect, manage and mitigate the effects of actual or potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including AllianceBernstein Mutual Funds, and allocating investment opportunities. Investment professionals, including portfolio managers and research analysts, are subject to the above-mentioned policies and oversight monitoring to ensure that all clients are treated equitably. We place the interests of our clients first and expect all of our employees to meet their fiduciary duties.
Employee Personal Trading. AllianceBernstein has adopted a Code of Business Conduct and Ethics that is designed to detect and prevent conflicts of interest when investment professionals and other personnel of AllianceBernstein own, buy or sell securities which may be owned by, or bought or sold for, clients. Personal securities transactions by an employee may raise a potential conflict of
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interest when an employee owns or trades in a security that is owned or considered for purchase or sale by a client, or recommended for purchase or sale by an employee to a client. Subject to the reporting requirements and other limitations of its Code of Business Conduct and Ethics, AllianceBernstein permits its employees to engage in personal securities transactions, and also allows them to acquire investments in the AllianceBernstein Mutual Funds through direct purchase, 401K/profit sharing plan investment and/or notionally in connection with deferred incentive compensation awards. AllianceBernsteins Code of Ethics and Business Conduct requires disclosure of all personal accounts and maintenance of brokerage accounts with designated broker-dealers approved by AllianceBernstein. The Code also requires preclearance of all securities transactions and imposes a one-year holding period for securities purchased by employees to discourage short-term trading.
Managing Multiple Accounts for Multiple Clients. AllianceBernstein has compliance policies and oversight monitoring in place to address conflicts of interest relating to the management of multiple accounts for multiple clients. Conflicts of interest may arise when an investment professional has responsibilities for the investments of more than one account because the investment professional may be unable to devote equal time and attention to each account. The investment professional or investment professional teams for each client may have responsibilities for managing all or a portion of the investments of multiple accounts with a common investment strategy, including other registered investment companies, unregistered investment vehicles, such as hedge funds, pension plans, separate accounts, collective trusts and charitable foundations. Among other things, AllianceBernsteins policies and procedures provide for the prompt dissemination to investment professionals of initial or changed investment recommendations by analysts so that investment professionals are better able to develop investment strategies for all accounts they manage. In addition, investment decisions by investment professionals are reviewed for the purpose of maintaining uniformity among similar accounts and ensuring that accounts are treated equitably. No investment professional that manages client accounts carrying performance fees is compensated directly or specifically for the performance of those accounts. Investment professional compensation reflects a broad contribution in multiple dimensions to long-term investment success for our clients and is not tied specifically to the performance of any particular clients account, nor is it directly tied to the level or change in level of assets under management.
Allocating Investment Opportunities. AllianceBernstein has policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities. These policies and procedures are designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The investment professionals at AllianceBernstein routinely are required to select and allocate investment opportunities among accounts. Portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar accounts, which minimizes the potential for conflicts of interest relating to the allocation of investment opportunities. Nevertheless, investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.
AllianceBernsteins procedures are also designed to prevent potential conflicts of interest that may arise when AllianceBernstein has a particular financial incentive, such as a performance-based management fee, relating to an account. An investment professional may perceive that he or she has an incentive to devote more time to developing and analyzing investment strategies and opportunities or allocating securities preferentially to accounts for which AllianceBernstein could share in investment gains.
To address these conflicts of interest, AllianceBernsteins policies and procedures require, among other things, the prompt dissemination to investment professionals of any initial or changed investment recommendations by analysts; the aggregation of orders to facilitate best execution for all accounts; price averaging for all aggregated orders; objective allocation for limited investment opportunities (e.g., on a rotational basis) to ensure fair and equitable allocation among accounts; and limitations on short sales of securities. These procedures also require documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account.
American Century Investment Management, Inc. Compensation
American Century portfolio manager compensation is structured to align the interests of portfolio managers with those of the shareholders whose assets they manage. It includes the components described below, each of which is determined with reference to a number of factors such as overall performance, market competition, and internal equity. Compensation is not directly tied to the value of assets held in client portfolios.
Base Salary : Portfolio managers receive base pay in the form of a fixed annual salary.
Bonus : A significant portion of portfolio manager compensation takes the form of an annual incentive bonus tied to performance. Bonus payments are determined by a combination of factors. One factor is fund investment performance. For policy portfolios,
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investment performance is measured by a combination of one- and three-year pre-tax performance relative to a pre-established, internally-customized peer group and/or market benchmark. Custom peer groups are constructed using all the funds in appropriate Lipper or Morningstar categories as a starting point. Funds are then eliminated from the peer group based on a standardized methodology designed to result in a final peer group that more closely represents the funds true peers based on internal investment mandates and that is more stable (i.e., has less peer turnover) over the long-term. In cases where a portfolio manager has responsibility for more than one policy portfolio, the performance of each is assigned a percentage weight commensurate with the portfolio managers level of responsibility.
With regard to tracking portfolios, investment performance may be measured in a number of ways. The performance of the tracking portfolio may be measured against a customized peer group and/or market benchmark as described above for policy portfolios. Alternatively, the tracking portfolio may be evaluated relative to the performance of its policy portfolio, with the goal of matching the policy portfolios performance as closely as possible. In some cases, the performance of a tracking portfolio is not separately considered; rather, the performance of the policy portfolio is the key metric.
The AST American Century Income & Growth Portfolio and the AST American Century Strategic Balanced Portfolios are tracking portfolios, each of which has its performance is measured relative to that of its policy portfolio, American Centurys Income & Growth Fund and American Centurys Balanced Fund, respectively.
A second factor in the bonus calculation relates to the performance of all American Century funds managed according to a particular investment style, such as U.S. growth or value. Performance is measured for each product individually as described above and then combined to create an overallcomposite for the product group. These composites may measure one-year performance (equal weighted) or a combination of one- and three-year performance (asset weighted) depending on the portfolio managers responsibilities and products managed. This feature is designed to encourage effective teamwork among portfolio management teams in achieving long-term investment success for similarly styled portfolios.
A portion of some portfolio managers bonuses may be tied to individual performance goals, such as research projects and the development of new products.
Finally, portfolio manager bonuses may occasionally be affected by extraordinarily positive or negative financial performance by American Century Companies, Inc. (ACC), the advisers privately-held parent company. This feature has been designed to maintain investment performance as the primary component of portfolio manager bonuses while also providing a link to the advisers ability to pay.
Restricted Stock Plans : Portfolio managers are eligible for grants of restricted stock of ACC. These grants are discretionary, and eligibility and availability can vary from year to year. The size of an individuals grant is determined by individual and product performance as well as other product-specific considerations. Grants can appreciate/depreciate in value based on the performance of the ACC stock during the restriction period (generally three years).
Deferred Compensation Plans : Portfolio managers are eligible for grants of deferred compensation. These grants are used in limited situations, primarily for retention purposes. Grants are fixed and can appreciate/depreciate in value based on the performance of the American Century mutual funds in which the portfolio manager chooses to invest them.
Potential Conflicts of Interest
Certain conflicts of interest may arise in connection with the management of multiple portfolios. Potential conflicts include, for example, conflicts among investment strategies and conflicts in the allocation of investment opportunities. American Century has adopted policies and procedures that are designed to minimize the effects of these conflicts.
Responsibility for managing American Century client portfolios is organized according to investment discipline. Investment disciplines include, for example, quantitative equity, small- and mid-cap growth, large-cap growth, value, international, fixed income, asset allocation, and sector funds. Within each discipline are one or more portfolio teams responsible for managing specific client portfolios. Generally, client portfolios with similar strategies are managed by the same team using the same objective, approach, and philosophy. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which minimizes the potential for conflicts of interest.
For each investment strategy, one portfolio is generally designated as the policy portfolio. Other portfolios with similar investment objectives, guidelines and restrictions, if any, are referred to as tracking portfolios. When managing policy and tracking portfolios, a portfolio team typically purchases and sells securities across all portfolios that the team manages. American Centurys trading systems
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include various order entry programs that assist in the management of multiple portfolios, such as the ability to purchase or sell the same relative amount of one security across several funds. In some cases a tracking portfolio may have additional restrictions or limitations that cause it to be managed separately from the policy portfolio. Portfolio managers make purchase and sale decisions for such portfolios alongside the policy portfolio to the extent the overlap is appropriate, and separately, if the overlap is not.
American Century may aggregate orders to purchase or sell the same security for multiple portfolios when it believes such aggregation is consistent with its duty to seek best execution on behalf of its clients. Orders of certain client portfolios may, by investment restriction or otherwise, be determined not available for aggregation. American Century has adopted policies and procedures to minimize the risk that a client portfolio could be systematically advantaged or disadvantaged in connection with the aggregation of orders. To the extent equity trades are aggregated, shares purchased or sold are generally allocated to the participating portfolios pro rata based on order size. Because initial public offerings (IPOs) are usually available in limited supply and in amounts too small to permit across-the-board pro rata allocations, American Century has adopted special procedures designed to promote a fair and equitable allocation of IPO securities among clients over time. Fixed income securities transactions are not executed through a centralized trading desk. Instead, portfolio teams are responsible for executing trades with broker/dealers in a predominantly dealer marketplace. Trade allocation decisions are made by the portfolio manager at the time of trade execution and orders entered on the fixed income order management system.
Finally, investment of American Centurys corporate assets in proprietary accounts may raise additional conflicts of interest. To mitigate these potential conflicts of interest, American Century has adopted policies and procedures intended to provide that trading in proprietary accounts is performed in a manner that does not give improper advantage to American Century to the detriment of client portfolios.
Cohen & Steers Capital Management, Inc. Compensation
Compensation Structure . Compensation of the Subadvisor portfolio managers and other investment professionals has three primary components: (1) a base salary, (2) an annual cash bonus, and (3) annual stock-based compensation consisting generally of restricted stock units of the Subadvisors parent, Cohen Steers, Inc. (CNS). The Subadvisor investment professionals, including the portfolio managers, also receive certain retirement, insurance and other benefits that are broadly available to all of its employees. Compensation of the Subadvisor investment professionals is reviewed primarily on an annual basis. Cash bonuses, stock-based compensation awards, and adjustments in base salary are typically paid or put into effect at or around the December 31st fiscal year-end of CNS. This compensation structure has been in place since the initial public offering of common stock of CNS in 2004.
Method to Determine Compensation . The Subadvisor compensates its portfolio managers based primarily on the scale and complexity of their portfolio responsibilities and the total return performance of managed funds and accounts versus appropriate peer groups or benchmarks. The Subadvisor uses a variety of benchmarks to evaluate the portfolio managers performance for compensation purposes, including the NAREIT Equity REIT Index. In evaluating the performance of a fund and its portfolio manager, primary emphasis is normally placed on one- and three-year performance, with secondary consideration of performance over longer periods of time. Performance is evaluated on a pre-tax and pre-expense basis. In addition to rankings within peer groups of funds on the basis of absolute performance, consideration may also be given to risk-adjusted performance. For funds with a primary investment objective of high current income, consideration will also be given to the funds success in achieving this objective. For managers responsible for multiple funds and accounts, investment performance is evaluated on an aggregate basis. The Subadvisor does not have any funds or accounts with performance-based advisory fees. Portfolio managers are also evaluated on the basis of their success in managing their dedicated team of analysts. The Subadvisor also bases its base compensation for its portfolio managers on the portfolio managers seniority and position with the firm.
The compensation of portfolio managers with other job responsibilities (such as acting as an executive officer of the Investment Manager or CNS and supervising various departments within the Subadvisor or CNS) will include consideration of the scope of such responsibilities and the managers performance in meeting them. The Subadvisor seeks to compensate portfolio managers commensurate with their responsibilities and performance, and competitive with other firms within the investment management industry. The Subadvisor participates in investment-industry compensation surveys and utilizes survey data as a factor in determining salary, bonus and stock-based compensation levels for portfolio managers and other investment professionals. Salaries, bonuses and stock-based compensation are also influenced by the operating performance of the Subadvisor and CNS. The overall annual bonus pool is based on a substantially fixed percentage of pre-bonus operating income. While the salaries of the Subadvisor portfolio managers are comparatively fixed, cash bonuses and stock-based compensation may fluctuate significantly from year to year, based on changes in manager performance and other factors as described herein. For a high performing portfolio manager, cash bonuses and stock-based compensation generally are a substantial portion of total compensation.
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Conflicts of Interest
It is possible that conflicts of interest may arise in connection with the portfolio managers management of the Portfolio s investments on the one hand and the investments of other accounts or vehicles for which the portfolio managers are responsible on the other. For example, a portfolio manager may have conflicts of interest in allocating management time, resources and investment opportunities among the Portfolio and the other accounts or vehicles he advises. In addition, due to differences in the investment strategies or restrictions among the Portfolio and the other accounts, a portfolio manager may take action with respect to another account that differs from the action taken with respect to the Portfolio. In some cases, another account managed by a portfolio manager may provide more revenue to the Subadvisor. While this may appear to create additional conflicts of interest for the portfolio manager in the allocation of management time, resources and investment opportunities, the Subadvisor strives to ensure that portfolio managers endeavor to exercise their discretion in a manner that is equitable to all interested persons. In this regard, in the absence of specific account-related impediments (such as client-imposed restrictions or lack of available cash), it is the policy of the Subadvisor to allocate investment ideas pro rata to all accounts with the same primary investment objective
Deutsche Asset Management, Inc. Compensation of Portfolio Managers The Fund has been advised that the Advisor seeks to offer its investment professionals competitive short-term and long-term compensation. Portfolio managers and research professionals are paid (i) base salaries, which are linked to job function, responsibilities and financial services industry peer comparison and (ii) variable compensation, which is linked to investment performance, individual contributions to the team and DWS Scudders and Deutsche Banks financial results. Variable compensation may include a cash bonus incentive and participation in a variety of long-term equity programs (usually in the form of Deutsche Bank equity). Bonus and long-term incentives comprise a greater proportion of total compensation as an investment professionals seniority and compensation levels increase. Top performing investment professionals earn a total compensation package that is highly competitive, including a bonus that is a multiple of their base salary. The amount of equity awarded under the long-term equity programs is generally based on the individuals total compensation package and may comprise from 0%-40% of the total compensation award. As incentive compensation increases, the percentage of compensation awarded in Deutsche Bank equity also increases. Certain senior investment professionals may be subject to a mandatory diverting of a portion of their equity compensation into proprietary mutual funds that they manage. To evaluate its investment professionals, the Advisor uses a Performance Management Process. Objectives evaluated by the process are related to investment performance and generally take into account peer group and benchmark related data. The ultimate goal of this process is to link the performance of investment professionals with client investment objectives and to deliver investment performance that meets or exceeds clients risk and return objectives. When determining total compensation, the Advisor considers a number of quantitative and qualitative factors such as: · DWS Scudder performance and the performance of Deutsche Asset Management, quantitative measures which include 1, 3 and 5 year pre-tax returns versus benchmark (such as the benchmark used in the prospectus) and appropriate peer group, taking into consideration risk targets. Additionally, the portfolio managers retail/institutional asset mix is weighted, as appropriate for evaluation purposes. · Qualitative measures include adherence to the investment process and individual contributions to the process, among other things. In addition, the Advisor assesses compliance, risk management and teamwork skills. · Other factors, including contributions made to the investment team as well as adherence to compliance, risk management, and living the values of the Advisor, are part of a discretionary component which gives management the ability to reward these behaviors on a subjective basis through bonus incentives. In addition, the Advisor analyzes competitive compensation levels through the use of extensive market data surveys. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine overall compensation to promote good sustained investment performance.
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Conflicts of Interest The Advisor is owned by Deutsche Bank AG, a multi-national financial services company. Therefore, the Advisor is affiliated with a variety of entities that provide, and/or engage in commercial banking, insurance, brokerage, investment banking, financial advisory, broker-dealer activities (including sales and trading), hedge funds, real estate and private equity investing, in addition to the provision of investment management services to institutional and individual investors. Since Deutsche Bank AG, its affiliates, directors, officers and employees (the Firm) are engaged in businesses and have interests other than managing asset management accounts, such other activities involve real, potential or apparent conflicts of interest. These interests and activities include potential advisory, transactional and financial activities and other interests in securities and companies that may be directly or indirectly purchased or sold by the Firm for its clients advisory accounts. These are considerations of which advisory clients should be aware and which may cause conflicts that could be to the disadvantage of the Advisors advisory clients. The Advisor has instituted business and compliance policies, procedures and disclosures that are designed to identify, monitor and mitigate conflicts of interest and, as appropriate, to report them to the Funds Board. Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account, including the following: · Certain investments may be appropriate for the Fund and also for other clients advised by the Advisor, including other client accounts managed by the Funds portfolio management team. Investment decisions for the Fund and other clients are made with a view to achieving their respective investment objectives and after consideration of such factors as their current holdings, availability of cash for investment and the size of their investments generally. A particular security may be bought or sold for only one client or in different amounts and at different times for more than one but less than all clients. Likewise, because clients of the Advisor may have differing investment strategies, a particular security may be bought for one or more clients when one or more other clients are selling the security. The investment results achieved for the Fund may differ from the results achieved for other clients of the Advisor. In addition, purchases or sales of the same security may be made for two or more clients on the same day. In such event, such transactions will be allocated among the clients in a manner believed by the Advisor to be most equitable to each client, generally utilizing a pro rata allocation methodology. In some cases, the allocation procedure could potentially have an adverse effect or positive effect on the price or amount of the securities purchased or sold by the Fund. Purchase and sale orders for the Fund may be combined with those of other clients of the Advisor in the interest of achieving the most favorable net results to the Fund and the other clients. · To the extent that a portfolio manager has responsibilities for managing multiple client accounts, a portfolio manager will need to divide time and attention among relevant accounts. The Advisor attempts to minimize these conflicts by aligning its portfolio management teams by investment strategy and by employing similar investment models across multiple client accounts. · In some cases, an apparent conflict may arise where the Advisor has an incentive, such as a performance-based fee, in managing one account and not with respect to other accounts it manages. The Advisor will not determine allocations based on whether it receives a performance-based fee from the client. Additionally, the Advisor has in place supervisory oversight processes to periodically monitor performance deviations for accounts with like strategies.
Dreman Value Management LLC Portfolio Managers Compensation:
The Fund has been advised that the subadvisor has implemented a highly competitive compensation plan which seeks to attract and retain exceptional investment professionals who have demonstrated that they can consistently outperform their respective funds benchmark. The compensation plan is comprised of both a fixed component and a variable component. The variable component is determined by assessing the investment professionals performance measured utilizing both quantitative and qualitative factors.
The subadvisors investment professionals are each paid a fixed base salary that is determined based on their job function and responsibilities. The base salary is deemed to be competitive with the marketplace and specifically with salaries in the financial services industry by utilizing various salary surveys compiled for the financial services industry specifically investment advisory firms. The variable component of the subadvisors compensation plan which takes the form of a cash bonus combined with either stock appreciation rights grants or outright stock grants is discretionary and is designed to reward and retain investment professionals including portfolio managers and research analysts for their contributions to the Funds performance relative to its benchmark.
Investment professionals may receive equity in the form of units or fractional units of membership interest in the subadvisor or they may receive stock appreciation rights which enable them to participate in the growth of the firm. The subadvisors membership units
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are valued based on a multiple of net profits so grants of stock appreciation rights which vest over a specified term will result in additional compensation as net profits increase.Investment professionals also participate in the subadvisors profit sharing plan, a defined contribution plan that allows the subadvisor to contribute up to twenty-five percent of an employees total compensation, subject to various regulatory limitations, to each employees profit sharing account. The subadvisors profit sharing plan is a non-discriminatory plan which benefits all employees of the firm including both portfolio managers and research analysts. Contributions to the subadvsiors profit sharing plan vest over a specified term. Finally all employees of the subadvisor including investment professionals receive additional fringe benefits in the form of subsidized medical and dental and group-term and life insurance coverage.
The basis for determining the variable component of an investment professionals total compensation is determined through a subjective process which evaluates an investment professional performance against several quantitative and qualitative factors including the following:
Quantitative factors:
(i) Relative ranking of the Funds performance against its peers in the one, three and five year pre-tax investment performance categories. The Funds performance is evaluated against peers in its fund category and performance is ranked from one to four on a declining scale depending on the quartile in which the portfolio managers absolute performance falls. The portfolio manager is rewarded on a graduated scale for outperforming relative to his peers. (ii) Relative performance of the Funds performance against the pre-determined indices for the product strategy against which the Funds performance is measured. The portfolio manager is rewarded on a graduated scale for outperforming relative to the funds benchmark index. (iii) Performance of the Funds portfolio measured through attribution analysis models which analyses the portfolio managers contribution from both an asset allocation or sector allocation perspective and security selection perspective. This factor evaluates how the investment professional performs in linking performance with the clients investment objective including investment parameters and risk and return objectives. This factor may include some qualitative characteristics.
Qualitative factors:
(i) Ability to work well with other members of the investment professional team and mentor junior members. (ii) Contributions to the organizational overall success with new product strategies. (iii) Other factors such as contributing to the team in a leadership role and by being responsive to requests for assistance.
The following table identifies the funds portfolio manager(s); their role in managing the portfolio; their length of investment experience and business experience over the last five years.
Conflicts of Interest:
In addition to managing the assets of the Fund, the portfolio manager may manage other client accounts of the subadvisor. The tables below show, for each portfolio manager, the number and asset size of (1) SEC registered investment companies other than the Fund, (2) pooled investment vehicles that are not registered investment companies and (3) other accounts (e.g., accounts managed for individuals or organizations) managed by each portfolio manager. The tables also show the number of performance based fee accounts, as well as the total assets of the accounts for which the advisory fee is based on the performance of the account. This information is provided as of the Funds most recent fiscal year end.
The subadvisor manages clients accounts using a contrarian value investment strategy. For both its large capitalization and small capitalization strategies the subadvisor utilizes a model portfolio and rebalances clients accounts whenever changes are made to the model portfolio. In addition the subadvisor aggregates its trades and allocates the trades to all clients accounts in an equitable manner. The subadvisor strongly believes aggregating its orders protect all clients from being disadvantaged by price or time execution. The model portfolio approach and the trade aggregation policy of the subadvisor eliminates any potential or apparent conflicts of interest that could arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account. The subadvisor does not receive any performance-based fees from any of its accounts with the exception of a hedge fund that is managed by an affiliated firm. However the hedge funds are treated like any other client account and trades done for the fund are generally aggregated with trades done for its regular client accounts.
The subadvisors investment professional are compensated in the same manner for all client accounts irrespective of the type of account.
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Eagle Asset Management Description of Compensation Structure:
Mr. Boksen is paid a base salary that is competitive with other portfolio managers in the industry, based on industry surveys;
Mr. Boksen along with other Portfolio managers participate in a revenue-sharing program that provides incentives to build a successful investment program over the long term;
Additional deferred compensation plans are provided to key investment professionals;
Mr. Boksen along with all employees receive benefits from Eagles parent company including a 401(k) plan, profit sharing, and Employee Stock Purchase Plan.
There is no difference between the method used to determine Mr. Boksens compensation with respect to the Fund and other Funds managed by Mr. Boksen.
Mr. Boksens additional compensation includes receipt of 50% of the net profits generated by the General Partner EB Management I.
Mr. Boksen also receives Stock option awards as part of his annual Bonus. These stock option awards vest over a three year period.
Mr. Boksens compensation is based upon all accounts managed and performance is evaluated annually. Performance is evaluated on the entire composite of accounts and is pre-tax and account weighted.
Mr. Boksens benchmarks for evaluation purposes includes LipperFund Index for Mutual Fund performance and the Russell 2000 index for separate accounts along with peer group rankings such as Callan Associates and Mercer Investment Consulting.
Potential Conflicts
Eagle currently holds a 51% ownership interests in EB Management I, LLC which acts as the general partner to a limited partnership formed for investment purposes. Bert Boksen is a 49% owner of EB Management and the Portfolio Manager for the Eagle Aggressive Growth Partners Fund I L.P.. Eagle also provides administrative and investment research services for the general partner. Certain officers and employees of Eagle have investment interests in the limited partnership.
On occasion, orders for the securities transactions of the limited partnership may be aggregated with orders for Eagles client accounts. In such instances, Eagle will ensure that the allocation of securities among Eagles clients and the partnership is equitable; price averaging may be used for trades executed in a series of transactions on the same day.
Eagle does not invest assets of clients accounts in such limited partnership. Officers and employees of Raymond James Financial, Inc. and its subsidiaries may have investment interest in such investment partnership.
Conflicts of Interest
Eagles portfolio manager manages other accounts with investment strategies similar to the Portfolio. Certain conflicts of interest may arise in connection with the management of multiple portfolios. As noted above, fees vary among these accounts and the portfolio manager may personally invest in some of these accounts. This could create potential conflicts of interest where a portfolio manager may favor certain accounts over others, resulting in other accounts outperforming the Portfolio. Other potential conflicts include conflicts in the allocation of investment opportunities and aggregated trading. However, Eagle has developed and implemented policies and procedures designed to ensure that all clients are treated equitably. In addition, compliance oversight and monitoring ensures adherence to policies designed to avoid conflicts. Also, as indicated in Eagles Code of Ethics there are certain procedures in place to avoid conflicts of interest when the Manager and other investment personnel of Eagle buy or sell securities also owned by, or bought or sold for Clients.
EARNEST Partners LLC Compensation
EARNEST Partners: All EARNEST Partners personnel are paid a salary and a discretionary bonus. A portion of the bonus may consist of profit sharing and/or deferred compensation. The Company also matches a portion of employees 401(k) contributions, if any. The
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bonus is a function of client satisfaction with respect to investment results and service. Equity ownership is another component of compensation for the portfolio managers. The firm is employee-owned.
Conflicts of Interest
No material conflicts of interest exist. All accounts are managed to model portfolios that are approved by the investment committee, and trades are allocated pro-rata to all accounts so that no one account is advantaged over another pursuant to trade allocation policies and procedures.
Federated Equity Management Company of Pennsylvania Compensation Structure
Lawrence Auriana is paid a fixed base salary and a variable annual incentive. Base salary is determined within a market competitive position-specific salary range, based on the managers experience and performance. The annual incentive amount is determined based on investment performance, which is measured on a rolling 1, 3, and 5 calendar year pre-tax total return for all funds versus designated peer groups of comparable funds (e.g., funds in the same category as established by Lipper). These performance periods are adjusted if the portfolio manager has been managing a fund with Federated Investors, Inc. for less than five years. As noted above, Mr. Auriana is also the portfolio manager for other accounts in addition to the Fund. Such other accounts may have different benchmarks. Investment performance is calculated with an equal weighting of each account managed by the portfolio manager. As a separate matter, pursuant to the terms of a business acquisition agreement, Mr. Auriana may receive additional consideration based on the achievement of specified revenue growth.
Aash Shah is paid a fixed base salary and a variable annual incentive. Base salary is determined within a market competitive position-specific salary range, based on the portfolio managers experience and performance. The annual incentive amount is determined based on investment performance. Investment performance is measured on a rolling 1, 3, and 5 calendar year pre-tax total return vs. the Funds designated peer group of comparable funds (e.g., funds in the same category as established by Lipper). These performance periods are adjusted if the portfolio manager has been managing a fund for less than five years. As noted above, Mr. Shah also serves as portfolio manager for other accounts. Investment performance is calculated with an equal weighting of each account managed by the portfolio manager.
Hans Utsch is paid a fixed base salary and a variable annual incentive. Base salary is determined within a market competitive position-specific salary range, based on the managers experience and performance. The annual incentive amount is based on investment performance, which is measured on a rolling 1, 3, and 5 calendar year pre-tax total return for all funds managed versus designated peer groups of comparable funds (e.g., funds in the same category as established by Lipper). These performance periods are adjusted if the portfolio manager has been managing a fund with Federated Investors, Inc. for less than five years. As noted above, Mr. Utsch is also the portfolio manager for other accounts in addition to the Fund. Such other accounts may have different benchmarks. Investment performance is calculated with an equal weighting of each account managed by the portfolio manager. As a separate matter, pursuant to the terms of a business acquisition agreement, Mr. Utsch may receive additional consideration based on the achievement of specified revenue growth.
John Ettinger is paid a fixed base salary and a variable annual incentive. Base salary is determined within a market competitive position-specific salary range, based on the managers experience and performance. Investment performance is measured on a rolling 1, 3, and 5 calendar year pre-tax total return for the funds vs. designated peer groups of comparable funds (e.g., funds in the same category as established by Lipper). These performance periods are adjusted if the portfolio manager has been managing a fund with Federated Investors, Inc. for less than five years. As noted above, Mr. Ettinger is also the portfolio manager for another account in addition to the Fund. Investment performance is calculated with an equal weighting of each account managed by the portfolio manager.
Conflicts of Interest
As a general matter, certain conflicts of interest may arise in connection with a portfolio managers management of a funds investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them. Other potential conflicts might include conflicts created by specific portfolio manager compensation arrangements, and conflicts relating to selection of brokers or dealers to execute fund portfolio trades and/or specific uses of commissions from Fund portfolio trades (for example,
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research, or soft dollars). The Sub-Adviser has adopted policies and procedures and has structured the portfolio managers compensation in a manner reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.
First Trust Advisors L.P. Compensation
The compensation structure for each member of the Investment Committee is based on a fixed salary as well as a discretionary bonus determined by the management of the Sub-Advisor. Salaries are determined by management and are based on an individuals position and overall value to the firm. Bonuses are also determined by management and are based on an individuals overall contribution to the success of the firm and the profitability of the firm. Salaries and bonuses for members of the Investment Committee are not based on criteria such as a Portfolios performance or the value of assets included in the Portfolio. In addition, Mr.Carey, Mr.Erickson, and Mr.McGarel have an indirect ownership stake in the firm and will therefore receive their allocable share of ownership-related distributions.
Conflicts of Interest
None of the accounts managed by the Investment Committee pay an advisory fee that is based on the performance of the account. In addition, the Sub-Advisor believes that there are no material conflicts of interest that may arise in connection with the Investment Committees management of the Portfolios investments and the investments of the other accounts managed by the Investment Committee. However, because the investment strategies of the Portfolios and other accounts managed by the Investment Committee are based on fairly mechanical investment processes, the Investment Committee may recommend that certain clients sell and other clients buy a given security at the same time. In addition, because the investment strategies of the Portfolios and other accounts managed by the Investment Committee result in the clients investing in readily available securities, the Sub-Advisor believes that there should not be material conflicts in the allocation of investment opportunities between the Portfolios and other accounts managed by the Investment Committee. None of the members of the Investment Committee own interests in the Portfolios.
Goldman Sachs Asset Management, LP
Portfolio Managers Compensation
Quantitative Domestic Equity Portfolio Management Teams Base Salary and Performance Bonus.
The Investment Adviser provides generous compensation packages for its investment professionals, which are comprised of a base salary and a performance bonus. The year-end performance bonus is a function of each professionals individual performance; his or her contribution to the overall performance of the group; the performance of GSAM; the profitability of Goldman Sachs; and anticipated compensation levels among competitor firms.
Portfolio management teams are rewarded for their ability to outperform a benchmark while managing risk exposure. An individuals compensation depends on his/her contribution to the team as well as his/her ability to work as a member of the team.
The portfolio management teams performance measures are aligned with GSAMs goals to:
(1) Exceed benchmark over one-year and three-year periods; (2) Manage portfolios within a defined range around a targeted tracking error; (3) Perform consistently with objectives and client commitments; (4) Achieve top tier rankings and ratings; and (5) Manage all similarly mandated accounts in a consistent manner.
Performance-related remuneration for portfolio managers is significantly influenced by the following criteria:(1) Overall portfolio performance and consistency of performance over time; (2) Consistency of performance across accounts with similar profiles; (3) Compliance with risk budgets; and (4) Communication with other portfolio managers within the research process. In addition, detailed portfolio attribution is critical to the measurement process. The benchmark for this Funds is the Russell 1000 Growth Index.
Other Compensation . In addition to base salary and performance bonus, the Investment Adviser has a number of additional benefits/deferred compensation programs for all portfolio managers in place including (i) a 401k program that enables employees to direct a percentage of their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a profit sharing program to which Goldman, Sachs Co. makes a pretax contribution; and (iii) investment opportunity programs in which certain professionals are eligible to participate subject to certain net worth requirements. Portfolio managers may also receive grants of restricted stock units and/or stock options as part of their compensation.
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Certain GSAM portfolio managers may also participate in the firms Partner Compensation Plan, which covers many of the firms senior executives. In general, under the Partner Compensation Plan, participants receive a base salary and a bonus (which may be paid in cash or in the form of an equity-based award) that is linked to Goldman Sachs overall financial performance.
Conflicts of Interest. The Investment Advisers Portfolio Managers are often responsible for managing one or more of the Funds as well as other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds. A Portfolio Manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades.The Investment Advisers have a fiduciary responsibility to manage all client accounts in a fair and equitable manner. They seek to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, the Investment Advisers have developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, the Investment Advisers and the Funds have adopted policies limiting the circumstances under which cross-trades may be effected between a Fund and another client account. The Investment Advisers conduct periodic reviews of trades for consistency with these policies.
Goldman Sachs Asset Management, L.P. Base Salary and Performance Bonus . GSAM and the GSAM Value Teams (the Value Team) compensation package for its portfolio mangers is comprised of a base salary and a performance bonus. The performance bonus is a function of each portfolio managers individual performance and his or her contribution to overall team performance. Portfolio Managers are rewarded for their ability to outperform a benchmark while managing risk appropriately. Compensation is also influenced by the Value Teams total revenues for the past year which in part is derived from advisory fees and for certain accounts, performance based fees. Anticipated compensation levels among competitor firms may also be considered, but is not a principal factor.
The performance bonus is significantly influenced by 3 Year period of investment performance. The following criteria are considered:
Individual performance (relative, absolute)
Team Performance (relative, absolute)
Consistent performance that aligns with clients objectives
Achievement of top rankings (relative and competitive)
The investment performance mentioned above is considered only on a pre-tax basis. As it relates to relative performance, the benchmark for this Fund is the Russell 2000 Value Index. As mentioned above, performance is measured on a 3 Year basis.
Other Compensation . In addition to base salary and performance bonus, GSAM has a number of additional benefits/deferred compensation programs for all portfolio managers in place including (i) a 401K program that enables employees to direct a percentage of their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a profit sharing program to which Goldman Sachs Co. makes a pretax contribution; and (iii) investment opportunity programs in which certain professionals are eligible to participate subject to certain net worth requirements. Portfolio Managers may also receive grants of restricted stock units and/or stock options as part of their compensation.
Certain GSAM Portfolio Managers may also participate in the firms Partner Compensation Plan, which covers many of the firms senior executives. In general, under the Partner Compensation Plan, participants receive a base salary and a bonus (which may be paid in cash or in the form of an equity-based award) that is linked to Goldman Sachs overall financial performance. Conflicts of Interest GSAMs portfolio managers are often responsible for managing one or more Funds as well as other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds. A portfolio manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades.
GSAM has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. It seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, GSAM has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, GSAM has adopted policies limiting the circumstances under which cross-trades may be effected between a Fund and another client account. GSAM conducts periodic reviews of trades for consistency with these policies.
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Compensation of Investment Managers
Base Salary and Performance Bonus . GSAM and the GSAM Fixed Income Teams (the Fixed Income Team) compensation packages for its portfolio managers are comprised of a base salary and performance bonus. The base salary is fixed. However, the performance bonus is a function of each portfolio managers individual performance; the Fixed Income Teams total revenues for the past year, which in part is derived from advisory fees and for certain accounts, performance based fees; his or her contribution to the overall performance of the Fixed Income team; the performance of GSAM; the profitability of Goldman, Sachs Co.; and anticipated compensation levels among competitor firms. Portfolio Managers are rewarded for their ability to outperform a benchmark while managing risk exposure.
The performance bonus for portfolio managers is significantly influenced by the following criteria: (1) overall pre-tax portfolio performance; (2) consistency of performance across accounts with similar profiles; (3) compliance with risk budgets; and (4) communication with other portfolio managers within the research process. In addition, the following factors involving the overall performance of the investment style team are also considered when the amount of performance bonus is determined: (1)whether the teams performance exceeded performance benchmarks over one-year and three-year periods (for Fund specific benchmarks please see below); (2) whether the team managed portfolios within a defined range around a targeted tracking error; (3) whether the team performed consistently with objectives and client commitments; (4) whether the team achieved top tier rankings and ratings (a consideration secondary to the above); and (5) whether the team managed all similarly mandated accounts in a consistent manner.
The benchmark for measuring performance of this Fund is the Lehman Brothers U.S. Corporate High Yield Bond Index.
Other Compensation . In addition to base salary and performance bonus, GSAM has a number of additional benefits/deferred compensation programs for all portfolio managers in place, including (i) a 401K program that enables employees to direct a percentage of their pretax salary and bonus income into a tax-qualified retirement plan; (ii) a profit sharing program to which Goldman Sachs Co. makes a pretax contribution; and (iii) investment opportunity programs in which certain professionals are eligible to participate subject to certain net worth requirements. Portfolio Managers may also receive grants of restricted stock units and/or stock options as part of their compensation. Certain GSAM Portfolio Managers may also participate in the firms Partner Compensation Plan, which covers many of the firms senior executives. In general, under the Partner Compensation Plan, participants receive a base salary and a bonus (which may be paid in cash or in the form of an equity-based award) that is linked to Goldman Sachs overall financial performance.
Conflicts of Interest
GSAMs portfolio managers are often responsible for managing one or more Funds as well as other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unregistered hedge funds. A portfolio manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades.
GSAM has a fiduciary responsibility to manage all client accounts in a fair and equitable manner. It seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, GSAM has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, GSAM has adopted policies limiting the circumstances under which cross-trades may be effected between a Fund and another client account. GSAM conducts periodic reviews of trades for consistency with these policies.
Hotchkis and Wiley Capital Management LLC (HWCM)
Compensation Disclosure
Portfolio Managers of the Portfolio are supported by the full research team of HWCM. Compensation is used to reward, attract and retain high quality investment professionals. An investment professional, such as a Portfolio Manager, has a base salary and is eligible for an annual bonus. Some Portfolio Managers also are involved in client servicing, marketing and in the general management of HWCM and are evaluated and compensated based on these functions as well as their investment management activities.
HWCM believes consistent execution of the proprietary research process results in superior, risk-adjusted portfolio returns. It is the quality of the investment professionals execution of this process rather than the performance of particular securities that is evaluated in determining compensation. Compensation likewise is not tied to performance of the Fund or separate accounts, of specific industries within the Portfolio or separate accounts or to any type of asset or revenue related objective, other than to the extent that the overall revenues of HWCM attributable to such factors may affect the size of HWCMs overall bonus pool.
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Bonuses and salaries for investment professionals are determined by the Chief Executive Officer of HWCM using annual evaluations, compensation surveys, feedback from other employees and advice from members of HWCMs Executive Committee and HWCMs Compensation Committee. The amount of the bonus usually is shaped by the total amount of HWCMs bonus pool available for the year, which is generally a function of net income, but no investment professional receives a bonus that is a pre-determined percentage of net income.
The majority of the Portfolio Managers own equity in HWCM. HWCM believes that the ownership structure of the firm is a significant factor in ensuring a motivated and stable employee base.
Description of Material Conflicts of Interest
The Portfolio is managed by HWCMs investment team (Investment Team). The Investment Team also manages institutional accounts and other mutual funds in several different investment strategies. The portfolios within an investment strategy are managed using a target portfolio; however, each portfolio may have different restrictions, cash flows, tax and other relevant considerations which may preclude a portfolio from participating in certain transactions for that investment strategy. Consequently, the performance of portfolios may vary due to these different considerations. The Investment Team may place transactions for one investment strategy that are directly or indirectly contrary to investment decisions made on behalf of another investment strategy. HWCM may be restricted from purchasing more than a limited percentage of the outstanding shares of a company. If a company is a viable investment for more than one investment strategy, HWCM has adopted policies and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably.
Different types of accounts and investment strategies may have different fee structures. Additionally, certain accounts pay HWCM performance-based fees, which may vary depending on how well the account performs compared to a benchmark. Because such fee arrangements have the potential to create an incentive for HWCM to favor such accounts in making investment decisions and allocations, HWCM has adopted polices and procedures reasonably designed to ensure that all of its clients are treated fairly and equitably, including in respect of allocation decisions, such as initial public offerings.
Since all accounts are managed to a target portfolio by the Investment Team, adequate time and resources are consistently applied to all accounts in the same investment strategy.
J.P. Morgan Investment Management, Inc.
1. Potential Conflicts
The potential for conflicts of interest exists when portfolio managers manage other accounts with similar investment objectives and strategies as the Fund (Similar Accounts). Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities.
Responsibility for managing J.P. Morgan Investment Management Inc. (JP Morgan)s and its affiliates clients portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same objectives, approach and philosophy. Underlying sectors or strategy allocations within a larger portfolio are likewise managed by portfolio managers who use the same approach and philosophy as similarly managed portfolios. Therefore, portfolio holdings, relative position sizes and industry and sector exposures tend to be similar across similar portfolios and strategies, which minimize the potential for conflicts of interest.
JP Morgan and/or its affiliates may receive more compensation with respect to certain Similar Accounts than that received with respect to the Fund or may receive compensation based in part on the performance of certain Similar Accounts. This may create a potential conflict of interest for JP Morgan and its affiliates or its portfolio managers by providing an incentive to favor these Similar Accounts when, for example, placing securities transactions. In addition, JP Morgan or its affiliates could be viewed as having a conflict of interest to the extent that JP Morgan or an affiliate has a proprietary investment in Similar Accounts, the portfolio managers have personal investments in Similar Accounts or the Similar Accounts are investment options in JP Morgans or its affiliates employee benefit plans. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities because of market factors or investment restrictions imposed upon JP Morgan and its affiliates by law, regulation, contract or internal policies. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as JP Morgan or its affiliates may have an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. JP Morgan and its affiliates may be perceived
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as causing accounts it manages to participate in an offering to increase JP Morgans or its affiliates overall allocation of securities in that offering.
A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If JP Morgan or its affiliates manages accounts that engage in short sales of securities of the type in which the Fund invests, JP Morgan or its affiliates could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.
As an internal policy matter, JP Morgan may from time to time maintain certain overall investment limitations on the securities positions or positions in other financial instruments JP Morgan or its affiliates will take on behalf of its various clients due to, among other things, liquidity concerns and regulatory restrictions. It should be recognized that such policies may preclude an account from purchasing particular securities or financial instruments, even if such securities or financial instruments would otherwise meet the accounts objectives.
The goal of JP Morgan and its affiliates is to meet their fiduciary obligation with respect to all clients, JP Morgan and its affiliates have have policies and procedures designed to manage the conflicts. JP Morgan and its affiliates monitor a variety of areas, including compliance with fund guidelines, review of allocation decisions and compliance with JP Morgans Codes of Ethics and JPMCs Code of Conduct. With respect to the allocation of investment opportunities, JP Morgan and its affiliates also have certain policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. For example:
Orders for the same equity security are aggregated on a continual basis throughout each trading day consistent with JP Morgans duty of best execution for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an average price basis. Partially completed orders generally will be allocated among the participating accounts on a pro-rata average price basis, subject to certain limited exceptions. For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the order. Another exception may occur when thin markets or price volatility require that an aggregated order be completed in multiple executions over several days. If partial completion of the order would result in an uneconomic allocation to an account due to fixed transaction or custody costs, JP Morgan or its affiliates may exclude small orders until 50% of the total order is completed. Then the small orders will be executed. Following this procedure, small orders will lag in the early execution of the order, but will be completed before completion of the total order.
Purchases of money market instruments and fixed income securities cannot always be allocated pro rata across the accounts with the same investment strategy and objective. However, JP Morgan and its affiliates attempts to mitigate any potential unfairness by basing non-pro rata allocations traded through a single trading desk or system upon an objective predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and liquidity in the good faith judgment of JP Morgan or its affiliates so that fair and equitable allocation will occur over time.
2. Portfolio Manager Compensation
J.P. Morgan Investment Management Inc. (JP Morgan)s Portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding people and closely link the performance of investment professionals to client investment objectives. The total compensation program includes a base salary fixed from year to year and a variable performance bonus consisting of cash incentives and restricted stock and, in some cases, mandatory deferred compensation. These elements reflect individual performance and the performance of JP Morgans business as a whole.
Each portfolio managers performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios such portfolio manager manages. Individual contribution relative to client goals carries the highest impact. Portfolio manager compensation is primarily driven by meeting or exceeding clients risk and return objectives, relative performance to competitors or competitive indices and compliance with firm policies and regulatory requirements. In evaluating each portfolio managers performance with respect to the mutual funds he or she manages, the funds pre-tax performance is compared to the appropriate market peer group and to each funds benchmark index listed in the funds prospectus over one, three and five year periods (or such shorter time as the portfolio manager has managed the fund). Investment performance is generally more heavily weighted to the long term.
Awards of restricted stock are granted as part of an employees annual performance bonus and comprise from 0% to 35% of a portfolio managers total bonus. As the level of incentive compensation increases, the percentage of compensation awarded in restricted stock also increases. Up to 50% of the restricted stock portion of a portfolio managers bonus may instead be subject to a
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mandatory notional investment in selected mutual funds advised by the Adviser or its affiliates. When these deferred amounts vest, the portfolio manager receives cash equal to the market value of the notional investment in the selected mutual funds.
Lee Munder Investments, Ltd. Compensation
Portfolio managers at Lee Munder Investments Ltd. (LMIL) are compensated through a combination of salary, bonus and partnership participation. Bonuses are formula driven based on assets managed, revenues, and performance relative to peer groups. Partnership units will be granted, at no cost, based on achieving certain asset or revenue hurdles.
Conflicts of Interest
LMILs portfolio managers are often responsible for managing one or more funds as well as other accounts, including proprietary accounts, separate accounts and other pooled investment vehicles, such as unrestricted partnerships. A portfolio manager may manage a separate account or other pooled investment vehicle which may have materially higher fee arrangements than the Fund and may also have a performance-based fee. The side-by-side management of these funds may raise potential conflicts of interest relating to cross trading, the allocation of investment opportunities and the aggregation and allocation of trades.
LMIL has fiduciary responsibility to manage all client accounts in a fair and equitable manner. It seeks to provide best execution of all securities transactions and aggregate and then allocate securities to client accounts in a fair and timely manner. To this end, LMIL has developed policies and procedures designed to mitigate and manage the potential conflicts of interest that may arise from side-by-side management. In addition, LMIL has adopted policies limiting the circumstances under which cross-trades may be effected between a Fund and another client account. LMIL conducts periodic reviews of trades for consistency with these policies.
Lord, Abbett & Co. LLC Compensation of Investment Managers Lord Abbett compensates its investment managers on the basis of salary, bonus and profit sharing plan contributions. The level of compensation takes into account the investment managers experience, reputation and competitive market rates. Fiscal year-end bonuses, which can be a substantial percentage of base level compensation, are determined after an evaluation of various factors. These factors include the investment managers investment results and style consistency, the dispersion among funds with similar objectives, the risk taken to achieve the fund returns, and similar factors. Investment results are evaluated based on an assessment of the investment managers three- and five-year investment returns on a pre-tax basis vs. both the appropriate style benchmarks and the appropriate peer group rankings. Finally, there is a component of the bonus that reflects leadership and management of the investment team. The evaluation does not follow a formulaic approach, but rather is reached following a review of these factors. No part of the bonus payment is based on the investment managers assets under management, the revenues generated by those assets, or the profitability of the investment managers unit. Lord Abbett does not manage hedge funds. Lord Abbett may designate a bonus payment of a manager for participation in the firms senior incentive compensation plan, which provides for a deferred payout over a five-year period. The plans earnings are based on the overall asset growth of the firm as a whole. Lord Abbett believes this incentive focuses investment managers on the impact their funds performance has on the overall reputation of the firm as a whole and encourages exchanges of investment ideas among investment professionals managing different mandates. Lord Abbett provides a 401(k) profit-sharing plan for all eligible employees. Contributions to an investment managers profit-sharing account are based on a percentage of the investment managers total base and bonus paid during the fiscal year, subject to a specified maximum amount. The assets of this profit-sharing plan are entirely invested in Lord Abbett-sponsored funds. Conflicts of Interest Conflicts of interest may arise in connection with the investment managers management of the investments of the Funds and the investments of the other accounts included in the table above. Such conflicts may arise with respect to the allocation of investment opportunities among the Funds and other accounts with similar investment objectives and policies. An investment manager potentially could use information concerning a Funds transactions to the advantage of other accounts and to the detriment of the Funds. To address these potential conflicts of interest, Lord Abbett has adopted and implemented a number of policies and procedures. Lord Abbett has adopted Policies and Procedures for Evaluating Best Execution of Equity Transactions, as well as Trading Practices/Best Execution Procedures. The objective of these policies and procedures is to ensure the fair and equitable treatment of transactions and allocation of investment opportunities on behalf of all accounts managed by Lord Abbett. In addition, Lord Abbetts Code of Ethics sets forth general principles for the conduct of employee personal securities transactions in a manner that avoids any
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actual or potential conflicts of interest with the interests of Lord Abbetts clients including the Funds. Moreover, Lord Abbetts Statement of Policy and Procedures on Receipt and Use of Inside Information sets forth procedures for personnel to follow when they have inside information. Lord Abbett is not affiliated with a full service broker-dealer and therefore does not execute any portfolio transactions through such an entity, a structure that could give rise to additional conflicts. Lord Abbett does not conduct any investment bank functions and does not manage any hedge funds. Lord Abbett does not believe that any material conflicts of interest exist in connection with the investment managers management of the investments of the Funds and the investments of the other accounts referenced in the table above.
LSV Asset Management
Portfolio Manager Compensation. LSV Portfolio Managers receive a base salary and bonus which is a function of overall firm profitability. In addition, each portfolio manager is a partner and receives a portion of the firms net income.
Potential Conflicts. There are no material conflicts of interest.
Marsico Capital Management, LLC
Portfolio Manager Compensation .
Marsico Capital Management LLCs (MCM) portfolio managers are generally subject to the compensation structure applicable to all MCM employees. As such, Mr. Marsicos compensation consists of a base salary (reevaluated at least annually), and periodic cash bonuses. Bonuses are typically based on two primary factors: (1) MCMs overall profitability for the period, and (2) individual achievement and contribution.
Portfolio manager compensation takes into account, among other factors, the overall performance of all accounts for which the manager provides investment advisory services. Portfolio managers do not receive special consideration based on the performance of particular accounts. Exceptional individual efforts are rewarded through greater participation in the bonus pool. Portfolio manager compensation comes solely from MCM.
Although MCM may compare account performance with relevant benchmark indices, portfolio manager compensation is not directly tied to achieving any pre-determined or specified level of performance. In order to encourage a long-term time horizon for managing portfolios, MCM seeks to evaluate the portfolio managers individual performance over periods longer than the immediate compensation period. In addition, portfolio managers are compensated based on other criteria, including effectiveness of leadership within MCMs Investment Team, contributions to MCMs overall investment performance, discrete securities analysis, and other factors.
In addition to his salary and bonus, Mr. Marsico may participate in other MCM benefits to the same extent and on the same basis as other MCM employees.
Material Conflicts .
Portfolio managers at MCM typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations, and accounts managed on behalf of individuals), and commingled trust accounts. Portfolio managers make investment decisions for each portfolio, based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio, or may take similar actions for different portfolios at different times. Consequently, the mix of securities purchased in one portfolio may perform better than the mix of securities purchased for another portfolio. Similarly, the sale of securities from one portfolio may cause that portfolio to perform better than others if the value of those securities decline.
Potential conflicts of interest may also arise when allocating and/or aggregating trades. MCM often aggregates into a single trade order several individual contemporaneous client trade orders in a single security. Under MCMs trade management policy and procedures, when trades are aggregated on behalf of more than one account, such transactions will be allocated to all participating client accounts in a fair and equitable manner. With respect to IPOs and other syndicated or limited offerings, it is MCMs policy to seek to assure that over the long term, accounts with the same or similar investment objectives will receive an equitable opportunity to participate meaningfully and will not be unfairly disadvantaged. To deal with such situations, MCM has adopted policies and procedures for allocating such transactions across multiple accounts. MCMs policies also seek to ensure that portfolio managers do not systematically allocate other types of trades in a manner that would be more beneficial to one account than another. MCMs compliance department monitors transactions made on behalf of multiple clients to seek to assure adherence to its policies.
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As discussed above, MCM has adopted and implemented policies and procedures that seek to minimize potential conflicts of interest that may arise as a result of a portfolio manager advising multiple accounts. In addition, MCM monitors a variety of areas, including compliance with primary Fund guidelines, the allocation of securities, and compliance with its Code of Ethics.
Massachusetts Financial Services Company Compensation.
Portfolio manager total cash compensation is a combination of base salary and performance bonus:
Base Salary Base salary represents a relatively smaller percentage of portfolio manager total cash compensation (generally below 33%) than incentive compensation.
Performance Bonus Generally, incentive compensation represents a majority of portfolio manager total cash compensation. The performance bonus is based on a combination of quantitative and qualitative factors, with more weight given to the former (generally over 60 %) and less weight given to the latter.
The quantitative portion is based on pre-tax performance of all of the accounts managed by the portfolio manager (which includes the Fund and any other accounts managed by the portfolio manager) over a one-, three- and five-year period relative to the appropriate Lipper peer group universe and/or one or more benchmark indices with respect to each account. The primary weight is given to portfolio performance over a three-year time period with lesser consideration given to portfolio performance over one- and five-year periods (adjusted as appropriate if the portfolio manager has served for shorter periods).
The qualitative portion is based on the results of an annual internal peer review process (conducted by other portfolio managers, analysts and traders) and managements assessment of overall portfolio manager contributions to the investment process (distinct from portfolio performance).
Portfolio managers also typically benefit from the opportunity to participate in the MFS Equity Plan. Equity interests in MFS or its parent company are awarded by management, on a discretionary basis, taking into account tenure at MFS, contribution to the investment process and other factors.
Finally, portfolio managers are provided with a benefits package including a defined contribution plan, health coverage and other insurance, which are available to other employees of MFS on substantially similar terms. The percentage of compensation provided by these benefits depends upon the length of the individuals tenure at MFS and salary level as well as other factors.
Potential Conflicts of Interest.
MFS seek to identify potential conflicts of interest resulting from a portfolio managers management of both the Fund and other accounts and has adopted policies and procedures designed to address such potential conflicts.
In certain instances there may be securities which are suitable for the Funds portfolio as well as for accounts with similar investment objectives of the Adviser or subsidiary of the Adviser. Securities transactions for the Fund and other accounts with similar investment objectives are generally executed on the same day, or the next day. Nevertheless, it may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security.
When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by MFS to be fair and equitable to each. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as the Fund is concerned. In most cases, however, MFS believes that the Funds ability to participate in volume transactions will produce better executions for the Fund.
MFS does not receive a performance fee for its management of the Fund. MFS and/or a portfolio manager may have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fundfor instance, those that pay a higher advisory fee and/or have a performance fee.
Neuberger Berman Management, Inc. Portfolio Manager Compensation
A portion of the compensation paid to each portfolio manager is determined by comparisons to pre-determined peer groups and benchmarks, as opposed to a system dependent on a percent of management fees. The portfolio managers are paid a base salary that is not dependent on performance. Each portfolio manager also has a target bonus, which is set each year and can be increased or decreased prior to payment based in part on performance measured against the relevant peer group and benchmark. Performance is
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measured on a three-year rolling average in order to emphasize longer-term performance. There is also a subjective component to determining the bonus, which consists of the following factors: (i) the individuals willingness to work with the marketing and sales groups; (ii) his or her effectiveness in building a franchise; and (iii) client servicing. Senior management determines this component in appropriate cases. There are additional components that comprise the portfolio managers compensation packages, including: (i) whether the manager was a partner/principal of NB prior to Neuberger Berman Inc.s initial public offering; (ii) for more recent hires, incentives that may have been negotiated at the time the portfolio manager joined the Neuberger Berman complex; and (iii) the total amount of assets for which the portfolio manager is responsible.
Conflicts of Interest
While the portfolio managers management of other accounts may give rise to the conflicts of interest discussed below, NB Management believes that it has designed policies and procedures to appropriately address those conflicts. From time to time, potential conflicts of interest may arise between a portfolio managers management of the investments of a Fund and the management of other accounts, which might have similar investment objectives or strategies as the Funds or track the same index a Fund tracks. Other accounts managed by the portfolio managers may hold, purchase, or sell securities that are eligible to held, purchased or sold by the Funds. The other accounts might also have different investment objectives or strategies than the Funds.
As a result of the portfolio managers day-to-day management of a Fund, the portfolio managers know the size, timing and possible market impact of a Funds trades. While it is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of a Fund, NB Management has policies and procedures to address such a conflict.
From time to time, a particular investment opportunity may be suitable for both a Fund and other types of accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a Fund and another account. NB Management has adopted policies and procedures reasonably designed to fairly allocate investment opportunities. Typically, when a Fund and one or more of the other NB Funds or other accounts managed by Neuberger Berman are contemporaneously engaged in purchasing or selling the same securities from or to third parties, transactions are averaged as to price and allocated, in terms of amount, in accordance with a formula considered to be equitable to the funds and accounts involved. Although in some cases this arrangement may have a detrimental effect on the price or volume of the securities as to the Fund, in other cases it is believed that the Funds ability to participate in volume transactions may produce better executions for it.
Pacific Investment Management Company LLC
Portfolio Manager Compensation
PIMCO has adopted a Total Compensation Plan for its professional level employees, including its portfolio managers, that is designed to pay competitive compensation and reward performance, integrity and teamwork consistent with the firms mission statement. The Total Compensation Plan includes a significant incentive component that rewards high performance standards, work ethic and consistent individual and team contributions to the firm. The compensation of portfolio managers consists of a base salary, a bonus, and may include a retention bonus. Portfolio managers who are Managing Directors of PIMCO also receive compensation from PIMCOs profits. Certain employees of PIMCO, including portfolio managers, may elect to defer compensation through PIMCOs deferred compensation plan. PIMCO also offers its employees a non-contributory defined contribution plan through which PIMCO makes a contribution based on the employees compensation. PIMCOs contribution rate increases at a specified compensation level, which is a level that would include portfolio managers.
Salary and Bonus . Base salaries are determined by considering an individual portfolio managers experience and expertise and may be reviewed for adjustment annually. Portfolio managers are entitled to receive bonuses, which may be significantly more than their base salary, upon attaining certain performance objectives based on predetermined measures of group or department success. These goals are specific to individual portfolio managers and are mutually agreed upon annually by each portfolio manager and his or her manager. Achievement of these goals is an important, but not exclusive, element of the bonus decision process.
In addition, the following non-exclusive list of qualitative criteria (collectively, the Bonus Factors) may be considered when determining the bonus for portfolio managers:
3-year, 2-year and 1-year dollar-weighted and account-weighted investment performance as judged against benchmarks and relative to applicable industry peer groups;
Appropriate risk positioning that is consistent with PIMCOs investment philosophy and the Investment Committee/CIO approach to the generation of alpha;
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Amount and nature of assets managed by the portfolio manager;
Consistency of investment performance across portfolios of similar mandate and guidelines (reward low dispersion);
Generation and contribution of investment ideas in the context of PIMCOs secular and cyclical forums, portfolio strategy meetings, Investment Committee meetings, and on a day-to-day basis;
Absence of defaults and price defaults for issues in the portfolios managed by the portfolio manager;
Contributions to asset retention, gathering and client satisfaction;
Contributions to mentoring, coaching and/or supervising; and
Personal growth and skills added.
Final award amounts are determined by the PIMCO Compensation Committee.
Retention Bonuses . Certain portfolio managers may receive a discretionary, fixed amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO. Each portfolio manager who is a Senior Vice President or Executive Vice President of PIMCO receives a variable amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO.
Investment professionals, including portfolio managers, are eligible to participate in a Long Term Cash Bonus Plan (Cash Bonus Plan), which provides cash awards that appreciate or depreciate based upon the performance of PIMCOs parent company, Allianz Global Investors of America L.P. (AGI), and PIMCO over a three-year period. The aggregate amount available for distribution to participants is based upon AGIs profit growth and PIMCOs profit growth. Participation in the Cash Bonus Plan is based upon the Bonus Factors, and the payment of benefits from the Cash Bonus Plan, is contingent upon continued employment at PIMCO.
Profit Sharing Plan . Instead of a bonus, portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCOs net profits. Portfolio managers who are Managing Directors receive an amount determined by the Managing Director Compensation Committee, based upon an individuals overall contribution to the firm and the Bonus Factors. Under his employment agreement, William Gross receives a fixed percentage of the profit sharing plan.
Allianz Transaction Related Compensation . In May 2000, a majority interest in the predecessor holding company of PIMCO was acquired by a subsidiary of Allianz AG (Allianz). In connection with the transaction, Mr. Gross received a grant of restricted stock of Allianz, the last of which vests on May 5, 2005.
From time to time, under the PIMCO Class B Unit Purchase Plan, Managing Directors and certain executive management (including Executive Vice Presidents) of PIMCO may become eligible to purchase Class B Units of PIMCO. Upon their purchase, the Class B Units are immediately exchanged for Class A Units of PIMCO Partners, LLC, a California limited liability company that holds a minority interest in PIMCO and is owned by the Managing Directors and certain executive management of PIMCO. The Class A Units of PIMCO Partners, LLC entitle their holders to distributions of a portion of the profits of PIMCO. The PIMCO Compensation Committee determines which Managing Directors and executive management may purchase Class B Units and the number of Class B Units that each may purchase. The Class B Units are purchased pursuant to full recourse notes issued to the holder. The base compensation of each Class B Unit holder is increased in an amount equal to the principal amortization applicable to the notes given by the Managing Director or member of executive management.
Portfolio managers who are Managing Directors also have long-term employment contracts, which guarantee severance payments in the event of involuntary termination of a Managing Directors employment with PIMCO.
Conflicts of Interest
From time to time, potential conflicts of interest may arise between a portfolio managers management of the investments of a Fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar investment objectives or strategies as the Funds, track the same index a Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Funds. The other accounts might also have different investment objectives or strategies than the Funds.
Knowledge and Timing of Fund Trades . A potential conflict of interest may arise as a result of the portfolio managers day-to-day management of a Fund. Because of their positions with the Funds, the portfolio managers know the size, timing and possible market impact of a Funds trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of a Fund.
Investment Opportunities . A potential conflict of interest may arise as result of the portfolio managers management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both a Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to
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participate fully. Similarly, there may be limited opportunity to sell an investment held by a Fund and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.
Under PIMCOs allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCOs investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Funds and certain pooled investment vehicles, including investment opportunity allocation issues.
Performance Fees . A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to a Fund. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between such other accounts and the Funds on a fair and equitable basis over time.
Prudential Investment Management, Inc. PIMs Fixed Income unit, Prudential Investment Management-Fixed Income (PIM-Fixed Income), seeks to maintain a highly competitive compensation program designed to attract and retain outstanding investment professionals, which includes portfolio managers and research analysts, and to align the interests of its investment professionals with that of its clients and overall firm results. PIM-Fixed Incomes investment professionals are compensated through a combination of base salary, a performance-based annual cash incentive bonus and a long-term incentive grant. The long-term incentive grant is generally divided between stock options and restricted stock of Prudential Financial, Inc., providing investment professionals with an ownership stake. Investment professionals are all covered by the same general compensation structure although they manage multiple accounts. All investment compensation is paid by the investment adviser and not from any assets of the investment company or other managed accounts.
The salary component is based on market data relative to similar positions within the industry as well as the past performance, experience and responsibility of the individual. Investment professionals incentive compensation payments, including their annual bonus and long-term incentive grant, are paid from an annual incentive pool. The size of the annual incentive pool is determined quantitatively based on three factors:
1) Investment performance (pre-tax) of portfolios on a 1-year and 3-year basis relative to appropriate market peer groups or benchmarks, such as the market-based benchmark specified in this prospectus, 2) PIM-Fixed Incomes business results as measured by financial indicators such as asset growth, operating margin and earnings growth, and 3) market-based data indicating trends and levels of overall compensation in the asset management industry in a given year. PIM-Fixed Income regularly benchmarks its compensation program against leading asset management firms in the industry to monitor competitiveness. Each investment professionals incentive compensation payment, including the annual bonus and long-term incentive grant from the incentive pool, is primarily determined by how significantly he or she contributes to delivering investment performance to clients consistent with portfolio objectives, guidelines, and risk parameters, as well as the individuals qualitative contributions to the organization.
PIM is an indirect, wholly-owned subsidiary of Prudential Financial, Inc. and as such is part of a full-scale global financial services organization, affiliated with insurance companies, investment advisers and registered broker-dealers. PIM portfolio managers are often responsible for managing one or more funds, in addition to other accounts, including accounts of affiliates, insurance company separate accounts, institutional accounts and other pooled investment vehicles, such as commingled trust funds and unregistered hedge funds. These affiliations and portfolio management responsibilities may cause potential and actual conflicts of interest. PIM aims to conduct itself in a manner it considers to be the most fair and consistent with its fiduciary obligations to all of its clients including the Fund.
Management of multiple accounts and funds side-by-side may raise potential conflicts of interest relating to the allocation of investment opportunities, the aggregation and allocation of trades, and cross trading. PIM has developed policies and procedures designed to address these potential conflicts of interest.
The Fund may be prohibited from engaging in transactions with its affiliates even when such transactions may be beneficial for the Fund. Certain affiliated transactions are permitted in accordance with procedures adopted by the Fund and reviewed by the independent directors of the Fund.
There may be restrictions imposed by law, regulation or contract regarding how much, if any, of a particular security PIM may purchase or sell on behalf of the Fund, and as to the timing of such purchase or sale. PIM may come into possession of material, non-public information with respect to a particular issuer and as a result be unable to execute purchase or sale transactions in securities of such issuer for the Fund. This is particularly true for fixed income investments because PIM has a bank loan unit that generally
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invests in private loans that often require the issuer to provide material non-public information. PIM is able to avoid certain other potential conflicts due to the possession of material, non-public information by maintaining an Information Barrier to prevent the transfer of this information between units of PIM as well as between affiliates and PIM. Additionally, in an effort to avoid potential conflicts of interest, PIM Fixed Income has procedures in place to carefully consider whether or not to accept material non-public information with respect to certain issuers, where appropriate.
Regulation may also prevent the Fund from participating in transactions that could be viewed as a joint transaction of the adviser. PIM would not be able to purchase for the Fund securities newly offered by an issuer if the proceeds from such new offering are to be used by the issuer to pay off a private loan that an affiliate of PIM may have made to the issuer.
Certain affiliates of PIM develop and publish credit research that is independent from the research developed within PIM. PIM may hold different opinions on the investment merits of a given security or industry such that PIM may be purchasing or holding a security for the Fund and an affiliated entity may be selling or recommending a sale of the same security. Conversely, PIM may be selling a security for the Fund and an affiliated entity may be purchasing or recommending a buy of the same security. In addition, PIMs affiliated brokers or investment advisers may be executing transactions in the market in the same securities as the Fund at the same time.
With respect to the management of the Fund, PIM may cause securities transactions to be executed concurrently with authorizations to purchase or sell the same securities for other accounts managed by PIM, including proprietary accounts or accounts of affiliates. In these instances, the executions of purchases or sales, where possible, are allocated equitably among the various accounts (including the Fund).
PIM may buy or sell, or may direct or recommend that another person buy or sell, securities of the same kind or class that are purchased or sold for the Fund, at a price which may or may not differ from the price of the securities purchased or sold for the Fund. In addition, PIM may, at any time, execute trades of securities of the same kind or class in one direction for an account and trade in the opposite direction or not trade for any other account, including the Fund, due to differences in investment strategy or client direction.
The fees charged to advisory clients by PIM may differ depending upon a number of factors including, but not limited to, the unit providing the advisory services, the particular strategy, the size of a portfolio being managed, the relationship with the client, the origination and service requirements and the asset class involved. Fees may also differ based on account type (e.g., commingled accounts, trust accounts, insurance company separate accounts, and corporate, bank or trust-owned life insurance products). Fees are negotiable so one client with similar investment objectives or goals may be paying a higher fee than another client. Fees paid by certain clients may also be higher due to performance based fees which increase based on the performance of a portfolio above an established benchmark. Also, large clients generate more revenue for PIM than do smaller accounts. A portfolio manager may be faced with a conflict of interest when allocating scarce investment opportunities given the benefit to PIM of favoring accounts that pay a higher fee or generate more income for PIM. To address this conflict of interest, PIM has adopted an Allocation Policy as well as supervisory procedures that attempt to fairly allocate investment opportunities among competing client accounts.
Conflicts of interest may also arise regarding proxy voting. A committee of senior business representatives together with relevant regulatory personnel oversees the proxy voting process and monitors potential conflicts of interest relating to proxy voting.
In addition, portfolio managers may advise proprietary accounts, affiliates accounts, and the general account of The Prudential Insurance Company of America (Prudentials General Account, and together with PIMs proprietary accounts and affiliates accounts, the Affiliated Accounts). PIM portfolio manager(s) may have a financial interest in the accounts they advise, either directly or indirectly. To address potential conflicts of interest, PIM has procedures, including supervisory review procedures, designed to ensure that, including to the extent that client accounts are managed differently from the Affiliated Accounts, each of the client accounts including the Fund, and each Affiliated Account, is managed in a manner that is consistent with its investment objectives, investment strategies and restrictions, as well as with PIMs fiduciary obligations.
Potential conflicts of interest may exist in instances in which PIM or its affiliates determine that a specific transaction in a security is appropriate for a specific account, including the Affiliated Accounts, based upon numerous factors including, among other things, investment objectives, investment strategies or restrictions, while other accounts (including the Affiliated Accounts) may hold or take the opposite position in the security in accordance with those accounts investment objectives, investment strategies and restrictions (these conflicting positions and transactions are collectively referred to as Differing Positions). PIM periodically conducts reviews of these accounts and assesses the appropriateness of these Differing Positions.
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Because of the substantial size of Prudentials General Account, trading by Prudentials General Account in certain securities, particularly certain fixed income securities may result in market changes in response to the trade. Although PIM expects that Prudentials General Account will execute transactions that will move a market in a security infrequently, and generally in response to unusual market or issuer events, the execution of these transactions could have an adverse effect on transactions for or positions held by other clients including the Fund.
PIM has adopted Prudential Financials Policy Statement on Business Ethics, a Personal Securities Trading Policy for investment personnel, Information Barrier Policy, Allocation Policy, Supervisory Procedures and a Conflicts of Interest Policy, among other policies and procedures, which are designed to ensure that clients are not harmed by these potential or actual conflicts of interests; however, there is no guarantee that such procedures will detect each and every situation in which a conflict may arise.
Salomon Brothers Asset Management Inc Portfolio Manager Compensation CAM North America LLC (CAM) investment professionals receive base salary and other employee benefits and are eligible to receive incentive compensation. Base salary is fixed and typically determined based on market factors and the skill and experience of individual investment personnel. CAM has implemented an investment management incentive and deferred compensation plan (the Plan) for its investment professionals, including the funds portfolio manager(s). Each investment professional works as a part of an investment team. The Plan is designed to align the objectives of CAM investment professionals with those of fund shareholders and other CAM clients. Under the Plan a base incentive pool is established for each team each year as a percentage of CAMs revenue attributable to the team (largely management and related fees generated by funds and other accounts). A teams revenues are typically expected to increase or decrease depending on the effect that the teams investment performance as well as inflows and outflows have on the level of assets in the investment products managed by the team. The base incentive pool of a team is reduced by base salaries paid to members of the team and employee benefits expenses attributable to the team. The investment teams incentive pool is then adjusted to reflect its ranking among a peer group of non-CAM investment managers and the teams pre-tax investment performance against the applicable product benchmark (e.g. a securities index and, with respect to a fund, the benchmark set forth in the funds prospectus to which the funds average annual total returns are compared or, if none, the benchmark set forth in the funds annual report). CAM may also measure the teams pre-tax investment performance against additional benchmarks, as it determines appropriate. Longer-term (5- year) performance will be more heavily weighted than shorter-term (1- year) performance in the calculation of the performance adjustment factor. The incentive pool for a team may also be adjusted to reflect other factors (e.g., severance pay to departing members of the team, and discretionary allocations by the applicable CAM chief investment officer from one investment team to another). The incentive pool will be allocated by the applicable CAM chief investment officer to the team leader and, based on the recommendations of the team leader, to the other members of the team. Up to 20% of an investment professionals annual incentive compensation is subject to deferral. Of that principal deferred award amount, 50% will accrue a return based on the hypothetical returns of the investment fund or product that is the primary focus of the investment professionals business activities with the Firm, and 50% may be received in the form of Legg Mason restricted stock shares.
Conflicts of Interest
Potential conflicts of interest may arise when a Funds portfolio manager has day-to-day management responsibilities with respect to one or more other funds or other accounts, as is the case for certain of the portfolio managers listed in the table above.
The investment adviser and the fund(s) have adopted compliance polices and procedures that are designed to address various conflicts of interest that may arise for the investment adviser and the individuals that it employs. For example, CAM seeks to minimize the effects of competing interests for the time and attention of portfolio managers by assigning portfolio managers to manage funds and accounts that share a similar investment style. CAM has also adopted trade allocation procedures that are designed to facilitate the fair allocation of limited investment opportunities among multiple funds and accounts. There is no guarantee, however, that the policies and procedures adopted by CAM and the fund(s) will be able to detect and/or prevent every situation in which an actual or potential conflict may appear.
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These potential conflicts include:
Allocation of Limited Time and Attention . A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.
Allocation of Limited Investment Opportunities . If a portfolio manager identifies a limited investment opportunity that may be suitable for multiple funds and/or accounts, the opportunity may be allocated among these several funds or accounts, which may limit a funds ability to take full advantage of the investment opportunity.
Pursuit of Differing Strategies . At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and/or accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and/or accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and/or accounts.
Selection of Brokers/Dealers . Portfolio managers may be able to select or influence the selection of the brokers and dealers that are used to execute securities transactions for the funds and/or account that they supervise. In addition to executing trades, some brokers and dealers provide portfolio managers with brokerage and research services (as those terms are defined in Section28(e)of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise be available. These services may be more beneficial to certain funds or accounts than to others. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the fund, a portfolio managers decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts that he or she manages.
Variation in Compensation . A conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the funds and/or accounts that he or she manages. If the structure of the investment advisers management fee and/or the portfolio managers compensation differs among funds and/or accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the portfolio manager might be motivated to help certain funds and/or accounts over others. The portfolio manager might be motivated to favor funds and/or accounts in which he or she has an interest or in which the investment advisor and/or its affiliates have interests. Similarly, the desire to maintain or raise assets under management or to enhance the portfolio managers performance record or to derive other rewards, financial or otherwise, could influence the portfolio manager to lend preferential treatment to those funds and/or accounts that could most significantly benefit the portfolio manager.
Related Business Opportunities . The investment adviser or its affiliates may provide more services (such as distribution or recordkeeping) for some types of funds or accounts than for others. In such cases, a portfolio manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of fund and/or accounts that provide greater overall returns to the investment manager and its affiliates.
T. Rowe Price Associates, Inc.
Portfolio Manager Compensation Structure
Portfolio manager compensation consists primarily of a base salary, a cash bonus, and an equity incentive that usually comes in the form of a stock option grant. Occasionally, portfolio managers will also have the opportunity to participate in venture capital partnerships. Compensation is variable and is determined based on the following factors:
Investment performance over one-, three-, five-, and 10-year periods is the most important input. We evaluate performance in absolute, relative, and risk-adjusted terms. Relative performance and risk-adjusted performance are determined with reference to the broad based index (ex. S&P 500) and an applicable Lipper index (ex. Large-Cap Growth), though other benchmarks may be used as well. Investment results are also measured against to comparably managed funds of competitive investment management firms. Performance is primarily measured on a pre-tax basis though tax-efficiency is considered and is especially important for tax efficient funds. Compensation is viewed with a long term time horizon. The more consistent a managers performance over time, the higher the compensation opportunity. The increase or decrease in a funds assets due to the purchase or sale of fund shares is not considered a material factor.
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Contribution to our overall investment process is an important consideration as well. Sharing ideas with other portfolio managers, working effectively with and mentoring our younger analysts, and being good corporate citizens are important components of our long term success and are highly valued.
All employees of T. Rowe Price, including portfolio managers, participate in a 401(k) plan sponsored by T. Rowe Price Group. In addition, all employees are eligible to purchase T. Rowe Price common stock through an employee stock purchase plan that features a limited corporate matching contribution. Eligibility for and participation in these plans is on the same basis as for all employees. Finally, all vice presidents of T. Rowe Price Group, including all portfolio managers, receive supplemental medical/hospital reimbursement benefits.
This compensation structure is used for all portfolios managed by the portfolio manager.
Conflicts of Interest
We are not aware of any material conflicts of interest that may arise in connection with the Portfolio Managers management of the Funds investments and the investments of the other account(s) included in response to this question.
Portfolio managers at T. Rowe Price typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations), and commingled trust accounts. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. T. Rowe Price has adopted brokerage and trade allocation policies and procedures which it believes are reasonably designed to address any potential conflicts associated with managing multiple accounts for multiple clients. Also, as disclosed under the Portfolio Manager Compensation above, our portfolio managers compensation is determined in the same manner with respect to all portfolios managed by the portfolio manager
WEDGE Capital Management, LLP Compensation
WEDGEs incentive compensation has been structured to reward all professionals for their contribution to the growth and profitability of the firm. General Partners are compensated via a percentage of the firms net profitability. Other investment professionals compensation is based on similar criteria including relative short and long-term portfolio performance as compared to both the index and a universe of peer managers.
Conflicts of Interest
During the normal course of managing assets for multiple clients of varying types and asset levels, WEDGE will inevitably encounter conflicts of interest that could, if not properly addressed, be harmful to one or more of its clients.
Those of a material nature that are encountered most frequently surround security selection, brokerage selection and the allocation of securities. WEDGE is therefore, forced to consider the possible personal conflicts that occur for an analyst and portfolio manager as well as those for the firm when a security is recommended for purchase or sale. When trading securities, WEDGE must address the issues surrounding the selection of brokers to execute trades considering the personal conflicts of the trader and the firms conflict to obtain best execution of client transactions versus offsetting the cost of research or selfishly enhancing its relationship with a broker/consultant for potential future gain. And finally, WEDGE must consider the implications that a limited supply or demand for a particularly security poses on the allocation of that security across accounts.
To mitigate these conflicts and ensure its clients are not negatively impacted by the adverse actions of WEDGE or its employees, WEDGE has implemented a series of policies including its Personal Security Trading Policy, Proxy Voting Policy, Equity Trading Policy, Trading Error Policy, and others designed to prevent and detect conflicts when they occur. WEDGE reasonably believes that these and other policies combined with the periodic review and testing performed by its compliance professionals adequately protects the interests of its clients.
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William Blair & Company LLC Compensation:
The compensation of William Blair portfolio managers is based on the firms mission: to achieve success for its clients. The Funds portfolio manager is a principal of William Blair, and as of December 31, 2005 his compensation consists of a base salary, a share of the firms profits and, in some instances, a discretionary bonus. The portfolio managers compensation is determined by the head of William Blairs Investment Management Department, subject to the approval of the firms Executive Committee. The base salary is fixed and the portfolio managers ownership stake can vary over time based upon the portfolio managers sustained contribution to the firms revenue, profitability, long-term investment performance, intellectual capital and brand reputation. In addition, the discretionary bonus (if any) is based, in part, on the long-term investment performance, profitability and assets under management of all accounts managed by the portfolio manager, including the Fund. Conflicts of Interest:
Since the portfolio manager manages other accounts in addition to the Fund, conflicts of interest may arise in connection with the portfolio managers management of the Funds investments on the one hand and the investments of such other accounts on the other hand. However, William Blair has adopted policies and procedures designed to address such conflicts, including, among others, policies and procedures relating to allocation of investment opportunities, soft dollars and aggregation of trades.
OTHER SERVICE PROVIDERS
Custodian . PFPC Trust Company (PFPC), 103 Bellevue Parkway, Wilmington, Delaware 19809 serves as Custodian for the Funds portfolio securities and cash, and in that capacity, maintains certain financial accounting books and records pursuant to an agreement with the Fund. Subcustodians provide custodial services for any foreign assets held outside the United States.
Transfer Agent and Shareholder Servicing Agent . PFPC Inc., 103 Bellevue Parkway, Wilmington, Delaware 19809, a Delaware corporation that is an indirect wholly-owned subsidiary of PNC Financial Corp., serves as the Transfer and Shareholder Servicing Agent for the Fund. As the transfer, registrar and dividend disbursing agent of the Fund, PFPC, Inc. provides customary transfer agency services to each Portfolio, including the handling of shareholder communications, the processing of shareholder transactions, the maintenance of shareholder account records, the payment of dividends and distributions, and related functions. For these services, PFPC, Inc. receives a monthly fee of $1,500 per Portfolio and a $0.20 fee for certain accounts for anti-money laundering services, and a $2.25 customer identification fee per certain new customers. PFPC, Inc. is also reimbursed for its out-of-pocket expenses, including but not limited to postage, stationery, printing, allocable communications expenses and other costs.
Independent Registered Public Accounting Firm . KPMG LLP, 345 Park Avenue, New York, New York 10154, served as the Funds independent registered public accounting firm for the fiscal years ended December 31, 2005 and 2004, and in that capacity will audit the annual financial statements for the Fund for the next fiscal year. Other accountants previously served as the independent registered public accounting firm for the Fund.
Consulting Arrangement . As described in the Prospectus, in connection with the establishment of the strategic allocation for each Asset Allocation Portfolio, Morningstar will provide PI with generalized economic and statistical information based primarily on historical risk/reward correlations and long-term models. PI will consider this analysis in conjunction with its own forward-looking assessment of macroeconomic, market, financial, security valuation, and other factors to establish the strategic allocation for the Asset Allocation Portfolio. Morningstar will employ various quantitative and qualitative research methods to propose Underlying Portfolio allocations that are consistent with the strategic allocations. PI will consider these proposals along with its own quantitative and qualitative research methods in establishing the Underlying Portfolio allocation. As compensation for providing the consulting services and a related license grant to the Investment Managers, the Investment Managers will pay Morningstar a monthly fee at an annual rate based on the aggregate average daily net assets of the Asset Allocation Portfolios under the following fee schedule: (i) 0.10% on aggregate average daily net assets of the Asset Allocation Portfolios of less than or equal to $1 billion, plus (ii) 0.09% on aggregate average daily net assets of the Asset Allocation Portfolios of greater than $1 billion but less than or equal to $1.5 billion, plus (iii) 0.08% on aggregate average daily net assets of the Asset Allocation Portfolios of greater than $1.5 billion. In addition, American Skandia Marketing Incorporated, the Funds distributor (ASM), will reimburse Morningstar for reasonable disbursements that are directly related to providing certain marketing services to ASM in connection with the Asset Allocation Portfolios.
The Asset Allocation Portfolios and holders of Contracts will not directly pay any compensation to Morningstar and will not make any reimbursements for expenses to Morningstar. Morningstar is not acting as an investment adviser to the Asset Allocation Portfolio. The Investment Managers shall have full discretion with respect to the establishment of all strategic allocations and all Underlying Portfolio allocations and the effecting of all transactions.
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Securities Lending Agent . Prudential Investment Management, Inc. (PIM) serves as securities lending agent for the Portfolios of the Fund and in that role administers the Portfolios securities lending program. For its services, PIM receives a portion of the amount earned by lending securities. During the most recently completed fiscal year, PIM received the amounts indicated in the table below as securities lending agent for the Portfolios.
INFORMATION ON DISTRIBUTION ARRANGEMENTS
Distributor . Prudential Investment Management Services LLC (PIMS) and American Skandia Marketing, Inc. (ASM), wholly-owned subsidiaries of Prudential Financial, Inc., act as the principal underwriters of the Fund by distributing Fund shares on a continuous basis. PIMS is a limited liability corporation organized under Delaware law in 1996. ASM is a corporation organized under Maryland law. PIMS and ASM are registered broker-dealers under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers,Inc. PIMS and ASMs principal business address is Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-3777. Since the Funds shares do not carry any sales load, no part of any sales load is paid to PIMS or to ASM for their distribution services to the Fund.
Payments to Financial Services Firms . The Manager, Distributor or their affiliates have entered into revenue sharing or other similar arrangements with financial services firms, including affiliates of the Manager. These revenue sharing arrangements are intended to promote the sale of Fund shares or to compensate the financial services firms for marketing or marketing support activities in connection with the sale of Fund shares.The list below includes the names of the firms (or their affiliated broker/dealers) that the Distributor has identified as receiving revenue sharing payments of more than $10,000 in calendar year 2005 for marketing and product support of the Fund as described above.
-Financial Network Investment Corp.
-Multi Financial Corp.
-PrimeVest -ING Financial Partners
-Associated Securities
-Mutual Service Corp.
-FSC -Royal Alliance
89
-Sentra -SunAmerica -Linsco Private Ledger -A.G. Edwards -Wachovia
PORTFOLIO TRANSACTIONS AND BROKERAGE
The Fund has adopted a policy pursuant to which the Fund and its Manager, Subadviser(s), and principal underwriter are prohibited from directly or indirectly compensating a broker-dealer for promoting or selling Fund shares by directing brokerage transactions to that broker. The Fund has adopted procedures for the purpose of deterring and detecting any violations of the policy. The policy permits the Fund, the Manager, and the Subadviser(s) to use selling brokers to execute transactions in portfolio securities so long as the selection of such selling brokers is the result of a decision that executing such transactions is in the best interest of the Fund and is not influenced by considerations about the sale of Fund shares.
The Manager is responsible for decisions to buy and sell securities, futures contracts and options on such securities and futures for the Fund, the selection of brokers, dealers and futures commission merchants to effect the transactions and the negotiation of brokerage commissions, if any. On a national securities exchange, broker-dealers may receive negotiated brokerage commissions on Fund portfolio transactions, including options, futures, and options on futures transactions and the purchase and sale of underlying securities upon the exercise of options. On a foreign securities exchange, commissions may be fixed. For purposes of this section, the term Manager includes the investment Subadviser(s). Orders may be directed to any broker or futures commission merchant including, to the extent and in the manner permitted by applicable laws, Wachovia Securities and its affiliates, Prudential Equity Group LLC (Prudential Equity) and its affiliates or one of the affiliates of the Subadviser(s) (an affiliated broker). Brokerage commissions on U.S.securities, options and futures exchanges or boards of trade are subject to negotiation between the Manager and the broker or futures commission merchant.
In the over-the-counter market, securities are generally traded on a net basis with dealers acting as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. In underwritten offerings, securities are purchased at a fixed price which includes an amount of compensation to the underwriter, generally referred to as the underwriters concession or discount. On occasion, certain money market instruments and U.S. government agency securities may be purchased directly from the issuer, in which case no commissions or discounts are paid. The Fund will not deal with an affiliated broker in any transaction in which an affiliated broker acts as principal except in accordance with the rules of the Commission. Thus, it will not deal in the over-the-counter market with Wachovia Securities or Prudential Equity acting as market maker, and it will not execute a negotiated trade with an affiliated broker if execution involves Wachovia Securities or Prudential Equity acting as principal with respect to any part of the Funds order.
In placing orders for portfolio securities of the Fund, the Managers overriding objective is to obtain the best possible combination of favorable price and efficient execution. The Manager seeks to effect such transaction at a price and commission that provides the most favorable total cost of proceeds reasonably attainable in the circumstances. The factors that the Manager may consider in selecting a particular broker, dealer or futures commission merchant (firms) are the Managers knowledge of negotiated commission rates currently available and other current transaction costs; the nature of the portfolio transaction; the size of the transaction; the desired timing of the trade; the activity existing and expected in the market for the particular transaction; confidentiality; the execution, clearance and settlement capabilities of the firms; the availability of research and research related services provided through such firms; the Managers knowledge of the financial stability of the firms; the Managers knowledge of actual or apparent operational problems of firms; and the amount of capital, if any, that would be contributed by firms executing the transaction. Given these factors, the Fund may pay transaction costs in excess of that which another firm might have charged for effecting the same transaction.
When the Manager selects a firm that executes orders or is a party to portfolio transactions, relevant factors taken into consideration are whether that firm has furnished research and research-related products and/or services, such as research reports, research compilations, statistical and economic data, computer data bases, quotation equipment and services, research-oriented computer software, hardware and services, reports concerning the performance of accounts, valuations of securities, investment related periodicals, investment seminars and other economic services and consultations. Such services are used in connection with some or all of the Managers investment activities; some of such services, obtained in connection with the execution of transactions for one investment account, may be used in managing other accounts, and not all of these services may be used in connection with the Fund. The Manager maintains an internal allocation procedure to identify those firms who have provided it with research and research-related products and/or services, and the amount that was provided, and to endeavor to direct sufficient commissions to them to ensure the continued receipt of those services that the Manager believes provide a benefit to the Fund and its other clients.
90
The Manager makes a good faith determination that the research and/or service is reasonable in light of the type of service provided and the price and execution of the related portfolio transactions.
When the Manager deems the purchase or sale of equities to be in the best interests of the Fund or its other clients, including Prudential, the Manager may, but is under no obligation to, aggregate the transactions in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the transactions, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be most equitable and consistent with its fiduciary obligations to its clients. The allocation of orders among firms and the commission rates paid are reviewed periodically by the Funds Board of Trustees. Portfolio securities may not be purchased from any underwriting or selling syndicate of which Wachovia Securities or any affiliate, during the existence of the syndicate, is a principal underwriter (as defined in the 1940 Act), except in accordance with rules of the Commission. This limitation, in the opinion of the Fund, will not significantly affect the Funds ability to pursue its present investment objective. However, in the future in other circumstances, the Fund may be at a disadvantage because of this limitation in comparison to other funds with similar objectives but not subject to such limitations.
Subject to the above considerations, Wachovia Securities and Prudential Equity may act as a broker or futures commission merchant for the Fund. In order for an affiliate of the investment adviser or Wachovia Securities (or an affiliate) to effect any portfolio transactions for the Fund, the commissions, fees or other remuneration received by the affiliated broker must be reasonable and fair compared to the commissions, fees or other remuneration paid to other firms in connection with comparable transactions involving similar securities or futures being purchased or sold on an exchange or board of trade during a comparable period of time. This standard would allow the affiliated broker to receive no more than the remuneration which would be expected to be received by an unaffiliated firm in a commensurate arms-length transaction. Furthermore, the Trustees of the Fund, including a majority of the non-interested Directors, have adopted procedures which are reasonably designed to provide that any commissions, fees or other remuneration paid to the affiliated broker (or any affiliate) are consistent with the foregoing standard. In accordance with Section 11 (a) of the Securities Exchange Act of 1934, as amended, Wachovia Securities and Prudential Equity may not retain compensation for effecting transactions on a national securities exchange for the Fund unless the Fund has expressly authorized the retention of such compensation. Wachovia Securities must furnish to the Fund at least annually a statement setting forth the total amount of all compensation retained by Wachovia Securities and Prudential Equity from transactions effected for the Fund during the applicable period. Brokerage transactions with an affiliated broker are also subject to such fiduciary standards as may be imposed upon Wachovia Securities and Prudential Equity by applicable law. Transactions in options by the Fund will be subject to limitations established by each of the exchanges governing the maximum number of options which may be written or held by a single investor or group of investors acting in concert, regardless of whether the options are written or held on the same or different exchanges or are written or held in one or more accounts or through one or more brokers. Thus, the number of options which the Fund may write or hold may be affected by options written or held by the Manager and other investment advisory clients of the Manager. An exchange may order the liquidation of positions found to be in excess of these limits, and it may impose certain other sanctions.
The tables below set forth information concerning the payment of brokerage commissions by the Fund, including the amount of brokerage commissions paid to Wachovia Securities (or any affiliate) or Prudential Equity (or any affiliate) for the three most recently completed fiscal years:
Total Brokerage Commissions Paid by the Fund
Portfolio |
|
2005 |
|
|
AST Advanced Strategies Portfolio |
|
N/A |
|
|
AST AllianceBernstein Core Value Portfolio |
|
$ |
139,600 |
|
AST AllianceBernstein Growth & Income Portfolio |
|
3,845,666 |
|
|
AST AllianceBernstein Managed Index 500 Portfolio |
|
390,184 |
|
|
AST American Century Income & Growth Portfolio |
|
618,707 |
|
|
AST American Century Strategic Balanced Portfolio |
|
253,684 |
|
|
AST Cohen & Steers Realty Portfolio |
|
347,115 |
|
|
AST DeAM Large-Cap Value Portfolio |
|
214,129 |
|
|
AST DeAM Small-Cap Value Portfolio |
|
305,329 |
|
|
AST DeAM Small-Cap Growth Portfolio |
|
691,718 |
|
|
AST Federated Aggressive Growth Portfolio |
|
1,252,761 |
|
|
AST First Trust Balanced Target Portfolio |
|
N/A |
|
|
AST First Trust Capital Appreciation Target Portfolio |
|
N/A |
|
|
AST Global Allocation Portfolio |
|
N/A |
|
|
AST Goldman Sachs Concentrated Growth Portfolio |
|
918,074 |
|
|
AST Goldman Sachs Mid-Cap Growth Portfolio |
|
546,864 |
|
|
AST Goldman Sachs Small-Cap Value Portfolio |
|
478,553 |
|
|
AST High Yield Portfolio |
|
N/A |
|
|
AST JPMorgan International Equity Portfolio |
|
121,122 |
|
|
91
AST LSV International Value Portfolio |
|
90,708 |
|
AST Large-Cap Value Portfolio |
|
317,032 |
|
AST Lord Abbett Bond-Debenture Portfolio |
|
24,310 |
|
AST MFS Global Equity Portfolio |
|
232,012 |
|
AST MFS Growth Portfolio |
|
1,598,013 |
|
AST Marsico Capital Growth Portfolio |
|
3,458,144 |
|
AST Mid-Cap Value Portfolio |
|
205,855 |
|
AST Money Market Portfolio |
|
None |
|
AST Neuberger Berman Mid-Cap Growth Portfolio |
|
1,845,745 |
|
AST Neuberger Berman Mid-Cap Value Portfolio |
|
2,026,681 |
|
AST PIMCO Total Return Bond Portfolio |
|
185,176 |
|
AST PIMCO Limited Maturity Bond Portfolio |
|
11,175 |
|
AST Small-Cap Growth Portfolio |
|
247,034 |
|
AST Small-Cap Value Portfolio |
|
1,561,036 |
|
AST T. Rowe Price Asset Allocation Portfolio |
|
264,617 |
|
AST T. Rowe Price Global Bond Portfolio |
|
1,016 |
|
AST T. Rowe Price Large-Cap Growth Portfolio |
|
406,581 |
|
AST T. Rowe Price Natural Resources Portfolio |
|
369,410 |
|
AST William Blair International Growth Portfolio |
|
5,617,023 |
|
AST Asset Allocation Portfolios |
|
N/A |
|
|
|
|
|
AST Aggressive Growth Asset Allocation Portfolio |
|
|
|
AST Capital Growth Asset Allocation Portfolio |
|
|
|
AST Balanced Asset Allocation Portfolio |
|
|
|
AST Conservative Asset Allocation Portfolio |
|
|
|
AST Preservation Asset Allocation Portfolio |
|
|
|
Brokerage Commissions Paid to Wachovia Securities and/or Prudential Equity: Fiscal Year 2005
|
|
|
|
|
|
% of Dollar Amount of |
|
|
|
|
|
|
|
|
Transactions Involving |
|
|
|
|
Commissions Paid to |
|
% of Commissions |
|
Commissions Effected |
|
|
|
|
Wachovia |
|
Paid to Wachovia |
|
Through Wachovia |
|
|
|
|
Securities/Prudential |
|
Securities/Prudential |
|
Securities/Prudential |
|
|
Portfolio |
|
Equity |
|
Equity |
|
Equity |
|
|
AST Advanced Strategies Portfolio |
|
N/A |
|
N/A |
|
N/A |
|
|
AST AllianceBernstein Core Value Portfolio |
|
$ |
1,584 |
|
1.13 |
% |
0.67 |
% |
AST AllianceBernstein Growth & Income Portfolio |
|
18,279 |
|
0.48 |
% |
0.33 |
% |
|
AST AllianceBernstein Managed Index 500 Portfolio |
|
828 |
|
0.21 |
% |
0.18 |
% |
|
AST American Century Income & Growth Portfolio |
|
1,955 |
|
0.32 |
% |
0.14 |
% |
|
AST American Century Strategic Balanced Portfolio |
|
116 |
|
0.05 |
% |
0.01 |
% |
|
AST Cohen & Steers Realty Portfolio |
|
1,238 |
|
0.36 |
% |
0.44 |
% |
|
AST DeAM Large-Cap Value Portfolio |
|
|
|
|
|
|
|
|
AST DeAM Small-Cap Value Portfolio |
|
|
|
|
|
|
|
|
AST DeAM Small-Cap Growth Portfolio |
|
|
|
|
|
|
|
|
AST Federated Aggressive Growth Portfolio |
|
|
|
|
|
|
|
|
AST First Trust Balanced Target Portfolio |
|
N/A |
|
N/A |
|
N/A |
|
|
AST First Trust Capital Appreciation Target Portfolio |
|
N/A |
|
N/A |
|
N/A |
|
|
AST Global Allocation Portfolio |
|
|
|
|
|
|
|
|
AST Goldman Sachs Concentrated Growth Portfolio |
|
|
|
|
|
|
|
|
AST Goldman Sachs Mid-Cap Growth Portfolio |
|
2,620 |
|
0.48 |
% |
0.15 |
% |
|
AST Goldman Sachs Small-Cap Value Portfolio |
|
15 |
|
0.00 |
% |
0.01 |
% |
|
AST High Yield Portfolio |
|
|
|
|
|
|
|
|
AST JPMorgan International Equity Portfolio |
|
|
|
|
|
|
|
|
AST LSV International Value Portfolio |
|
|
|
|
|
|
|
|
AST Large-Cap Value Portfolio |
|
3,210 |
|
1.01 |
% |
0.18 |
% |
|
AST Lord Abbett Bond-Debenture Portfolio |
|
|
|
|
|
|
|
|
AST MFS Global Equity Portfolio |
|
|
|
|
|
|
|
|
AST MFS Growth Portfolio |
|
|
|
|
|
|
|
|
AST Marsico Capital Growth Portfolio |
|
3,939 |
|
0.11 |
% |
0.11 |
% |
|
AST Mid-Cap Value Portfolio |
|
None |
|
0.00 |
% |
0.00 |
% |
|
AMERICAN SKANDIA TRUST 92
AST Money Market Portfolio |
|
|
|
|
|
|
|
AST Neuberger Berman Mid-Cap Growth Portfolio |
|
$3,140 |
|
1.37 |
% |
0.93 |
% |
AST Neuberger Berman Mid-Cap Value Portfolio |
|
18,055 |
|
0.89 |
% |
1.13 |
% |
AST PIMCO Total Return Bond Portfolio |
|
|
|
|
|
|
|
AST PIMCO Limited Maturity Bond Portfolio |
|
|
|
|
|
|
|
AST Small-Cap Growth Portfolio |
|
5,405 |
|
2.19 |
% |
1.23 |
% |
AST Small-Cap Value Portfolio |
|
4,646 |
|
0.25 |
% |
0.20 |
% |
AST T. Rowe Price Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST T. Rowe Price Global Bond Portfolio |
|
|
|
|
|
|
|
AST T. Rowe Price Large-Cap Growth Portfolio |
|
270 |
|
0.07 |
% |
0.07 |
% |
AST T. Rowe Price Natural Resources Portfolio |
|
|
|
|
|
|
|
AST William Blair International Growth Portfolio |
|
|
|
|
|
|
|
AST Asset Allocation Portfolios |
|
N/A |
|
N/A |
|
N/A |
|
|
|
|
|
|
|
|
|
AST Aggressive Growth Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Capital Growth Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Balanced Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Conservative Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Preservation Asset Allocation Portfolio |
|
|
|
|
|
|
|
Brokerage Commissions Paid to Other Affiliated Brokers: Fiscal Year 2005
Portfolio |
|
Affiliated
|
|
Commissions
|
|
% of
|
|
% of Dollar
|
|
|
AST Advanced Strategies Portfolio |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
AST AllianceBernstein Core Value Portfolio |
|
Sanford C. Bernstein & Co. |
|
$ |
45,063 |
|
32.28 |
% |
18.05 |
% |
AST AllianceBernstein Growth & Income Portfolio |
|
Sanford C. Bernstein & Co. |
|
427,418 |
|
11.11 |
% |
9.60 |
% |
|
AST AllianceBernstein Managed Index 500 Portfolio |
|
Sanford C. Bernstein & Co. |
|
136,562 |
|
35.00 |
% |
25.07 |
% |
|
AST American Century Income & Growth Portfolio |
|
|
|
|
|
|
|
|
|
|
AST American Century Strategic Balanced Portfolio |
|
|
|
|
|
|
|
|
|
|
AST Cohen & Steers Realty Portfolio |
|
|
|
|
|
|
|
|
|
|
AST DeAM Large-Cap Value Portfolio |
|
|
|
|
|
|
|
|
|
|
AST DeAM Small-Cap Value Portfolio |
|
|
|
|
|
|
|
|
|
|
AST DeAM Small-Cap Growth Portfolio |
|
|
|
|
|
|
|
|
|
|
AST Federated Aggressive Growth Portfolio |
|
|
|
|
|
|
|
|
|
|
AST First Trust Balanced Target Portfolio |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
AST First Trust Capital Appreciation Target Portfolio |
|
N/A |
|
N/A |
|
N/A |
|
N/A |
|
|
AST Global Allocation Portfolio |
|
|
|
|
|
|
|
|
|
|
AST Goldman Sachs Concentrated Growth Portfolio |
|
|
|
|
|
|
|
|
|
|
AST Goldman Sachs Mid-Cap Growth Portfolio |
|
|
|
|
|
|
|
|
|
|
AST Goldman Sachs Small-Cap Value Portfolio |
|
Goldman Sachs |
|
3,1860 |
|
0.67 |
% |
0.89 |
% |
|
AST High Yield Portfolio |
|
|
|
|
|
|
|
|
|
|
AST JPMorgan International Equity Portfolio |
|
Chase Securities |
|
118 |
|
0.10 |
% |
0.07 |
% |
|
93
AST LSV International Value Portfolio |
|
|
|
|
|
|
|
|
|
AST Large-Cap Value Portfolio |
|
|
|
|
|
|
|
|
|
AST Lord Abbett Bond-Debenture Portfolio |
|
|
|
|
|
|
|
|
|
AST MFS Global Equity Portfolio |
|
|
|
|
|
|
|
|
|
AST MFS Growth Portfolio |
|
|
|
|
|
|
|
|
|
AST Marsico Capital Growth Portfolio |
|
|
|
|
|
|
|
|
|
AST Mid-Cap Value Portfolio |
|
Gabelli, South Eastern Advisory Group |
|
98,899 |
|
48.04 |
% |
16.16 |
% |
AST Money Market Portfolio |
|
|
|
|
|
|
|
|
|
AST Neuberger Berman Mid-Cap Growth Portfolio |
|
Fred Alger, Lehman Brothers |
|
531,069 |
|
28.77 |
% |
29.84 |
% |
AST Neuberger Berman Mid-Cap Value Portfolio |
|
Lehman Brothers |
|
308,524 |
|
15.21 |
% |
16.65 |
% |
AST PIMCO Total Return Bond Portfolio |
|
|
|
|
|
|
|
|
|
AST PIMCO Limited Maturity Bond Portfolio |
|
|
|
|
|
|
|
|
|
AST Small-Cap Growth Portfolio |
|
|
|
|
|
|
|
|
|
AST Small-Cap Value Portfolio |
|
|
|
|
|
|
|
|
|
AST T. Rowe Price Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
AST T. Rowe Price Global Bond Portfolio |
|
|
|
|
|
|
|
|
|
AST T. Rowe Price Large-Cap Growth Portfolio |
|
Sanford C. Bernstein & Co. |
|
14,850 |
|
3.65 |
% |
1.80 |
% |
AST T. Rowe Price Natural Resources Portfolio |
|
|
|
|
|
|
|
|
|
AST William Blair International Growth Portfolio |
|
|
|
|
|
|
|
|
|
AST Asset Allocation Portfolios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AST Aggressive Growth Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
AST Capital Growth Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
AST Balanced Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
AST Conservative Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
AST Preservation Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
Brokerage Commissions Paid to Wachovia Securities and/or Prudential Equity: Fiscal Year 2004
Portfolio |
|
Commissions Paid to
|
|
% of Commissions
|
|
% of Dollar Amount of
|
|
AST Advanced Strategies Portfolio |
|
N/A |
|
N/A |
|
N/A |
|
AST AllianceBernstein Core Value Portfolio |
|
|
|
|
|
|
|
AST AllianceBernstein Growth & Income Portfolio |
|
13,980 |
|
.52 |
|
.64 |
|
AST AllianceBernstein Managed Index 500 Portfolio |
|
|
|
|
|
|
|
AST American Century Income & Growth Portfolio |
|
3,841 |
|
.41 |
|
.33 |
|
AST American Century Strategic Balanced Portfolio |
|
739 |
|
.17 |
|
.15 |
|
AST Cohen & Steers Realty Portfolio |
|
2,484 |
|
.74 |
|
.61 |
|
AST DeAM Large-Cap Value Portfolio |
|
|
|
|
|
|
|
AST DeAM Small-Cap Value Portfolio |
|
|
|
|
|
|
|
AST DeAM Small-Cap Growth Portfolio |
|
|
|
|
|
|
|
AST Federated Aggressive Growth Portfolio |
|
|
|
|
|
|
|
AST First Trust Balanced Target Portfolio |
|
|
|
|
|
|
|
AST First Trust Capital Appreciation Target Portfolio |
|
|
|
|
|
|
|
AMERICAN SKANDIA TRUST 94
AST Global Allocation Portfolio |
|
|
|
|
|
|
|
AST Goldman Sachs Concentrated Growth Portfolio |
|
|
|
|
|
|
|
AST Goldman Sachs Mid-Cap Growth Portfolio |
|
|
|
|
|
|
|
AST Goldman Sachs Small-Cap Value Portfolio |
|
6,030 |
|
.42 |
|
.56 |
|
AST High Yield Portfolio |
|
|
|
|
|
|
|
AST JPMorgan International Equity Portfolio |
|
|
|
|
|
|
|
AST LSV International Value Portfolio |
|
|
|
|
|
|
|
AST Large-Cap Value Portfolio |
|
8,829 |
|
2.28 |
|
.48 |
|
AST Lord Abbett Bond-Debenture Portfolio |
|
|
|
|
|
|
|
AST MFS Global Equity Portfolio |
|
|
|
|
|
|
|
AST MFS Growth Portfolio |
|
|
|
|
|
|
|
AST Marsico Capital Growth Portfolio |
|
6,653 |
|
.20 |
|
.20 |
|
AST Mid-Cap Value Portfolio |
|
525 |
|
.30 |
|
.20 |
|
AST Money Market Portfolio |
|
|
|
|
|
|
|
AST Neuberger Berman Mid-Cap Growth Portfolio |
|
7,850 |
|
.85 |
|
.91 |
|
AST Neuberger Berman Mid-Cap Value Portfolio |
|
11,080 |
|
.52 |
|
.57 |
|
AST PIMCO Total Return Bond Portfolio |
|
|
|
|
|
|
|
AST PIMCO Limited Maturity Bond Portfolio |
|
|
|
|
|
|
|
AST Small-Cap Growth Portfolio |
|
14,200 |
|
.76 |
|
.41 |
|
AST Small-Cap Value Portfolio |
|
4,150 |
|
.44 |
|
.75 |
|
AST T. Rowe Price Asset Allocation Portfolio |
|
4,484 |
|
1.77 |
|
1.02 |
|
AST T. Rowe Price Global Bond Portfolio |
|
|
|
|
|
|
|
AST T. Rowe Price Large-Cap Growth Portfolio |
|
315 |
|
.05 |
|
.04 |
|
AST T. Rowe Price Natural Resources Portfolio |
|
|
|
|
|
|
|
AST William Blair International Growth Portfolio |
|
|
|
|
|
|
|
AST Asset Allocation Portfolios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AST Aggressive Growth Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Capital Growth Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Balanced Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Conservative Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Preservation Asset Allocation Portfolio |
|
|
|
|
|
|
|
Brokerage Commissions Paid to American Skandia Marketing, Inc. (ASM): Fiscal Year 2004
Portfolio |
|
Commissions
|
|
% of
|
|
% of Dollar Amount
|
|
AST Advanced Strategies Portfolio |
|
|
|
|
|
|
|
AST AllianceBernstein Core Value Portfolio |
|
120,110 |
|
2.77 |
|
|
|
AST AllianceBernstein Growth & Income Portfolio |
|
661,107 |
|
15.22 |
|
|
|
AST AllianceBernstein Managed Index 500 Portfolio |
|
242,565 |
|
5.59 |
|
|
|
AST American Century Income & Growth Portfolio |
|
|
|
|
|
|
|
AST American Century Strategic Balanced Portfolio |
|
|
|
|
|
|
|
AST Cohen & Steers Realty Portfolio |
|
31,673 |
|
0.73 |
|
|
|
AST DeAM Large-Cap Value Portfolio |
|
|
|
|
|
|
|
AST DeAM Small-Cap Value Portfolio |
|
|
|
|
|
|
|
AST DeAM Small-Cap Growth Portfolio |
|
|
|
|
|
|
|
AST Federated Aggressive Growth Portfolio |
|
|
|
|
|
|
|
AST First Trust Balanced Target Portfolio |
|
|
|
|
|
|
|
AST First Trust Capital Appreciation Target Portfolio |
|
|
|
|
|
|
|
95
AST Global Allocation Portfolio |
|
|
|
|
|
|
|
AST Goldman Sachs Concentrated Growth Portfolio |
|
391,133 |
|
9.01 |
|
|
|
AST Goldman Sachs Mid-Cap Growth Portfolio |
|
156,867 |
|
3.61 |
|
|
|
AST Goldman Sachs Small-Cap Value Portfolio |
|
95,798 |
|
2.21 |
|
|
|
AST High Yield Portfolio |
|
|
|
|
|
|
|
AST JPMorgan International Equity Portfolio |
|
4,172 |
|
0.10 |
|
|
|
AST LSV International Value Portfolio |
|
|
|
|
|
|
|
AST Large-Cap Value Portfolio |
|
|
|
|
|
|
|
AST Lord Abbett Bond-Debenture Portfolio |
|
|
|
|
|
|
|
AST MFS Global Equity Portfolio |
|
|
|
|
|
|
|
AST MFS Growth Portfolio |
|
62,209 |
|
1.43 |
|
|
|
AST Marsico Capital Growth Portfolio |
|
560,317 |
|
12.90 |
|
|
|
AST Mid-Cap Value Portfolio |
|
|
|
|
|
|
|
AST Money Market Portfolio |
|
|
|
|
|
|
|
AST Neuberger Berman Mid-Cap Growth Portfolio |
|
158,715 |
|
3.65 |
|
|
|
AST Neuberger Berman Mid-Cap Value Portfolio |
|
566,800 |
|
13.05 |
|
|
|
AST PIMCO Total Return Bond Portfolio |
|
|
|
|
|
|
|
AST PIMCO Limited Maturity Bond Portfolio |
|
|
|
|
|
|
|
AST Small-Cap Growth Portfolio |
|
58,056 |
|
1.34 |
|
|
|
AST Small-Cap Value Portfolio |
|
|
|
|
|
|
|
AST T. Rowe Price Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST T. Rowe Price Global Bond Portfolio |
|
|
|
|
|
|
|
AST T. Rowe Price Large-Cap Growth Portfolio |
|
90,818 |
|
2.09 |
|
|
|
AST T. Rowe Price Natural Resources Portfolio |
|
13,851 |
|
0.32 |
|
|
|
AST William Blair International Growth Portfolio |
|
358,671 |
|
8.26 |
|
|
|
AST Asset Allocation Portfolios |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AST Aggressive Growth Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Capital Growth Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Balanced Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Conservative Asset Allocation Portfolio |
|
|
|
|
|
|
|
AST Preservation Asset Allocation Portfolio |
|
|
|
|
|
|
|
Brokerage Commissions Paid to Other Affiliated Brokers: Fiscal Year 2004
Portfolio |
|
Affiliated
|
|
Commissions
|
|
% of
|
|
% of Dollar
|
|
AST Advanced Strategies Portfolio |
|
|
|
|
|
|
|
|
|
AST AllianceBernstein Core Value Portfolio |
|
Sanford C. Bernstein & Co. |
|
172,298 |
|
49.35 |
|
50.03 |
|
AST AllianceBernstein Growth & Income Portfolio |
|
Sanford C. Bernstein & Co. |
|
208,944 |
|
7.83 |
|
7.85 |
|
AST AllianceBernstein Managed Index 500 Portfolio |
|
Sanford C. Bernstein & Co. |
|
345,243 |
|
57.50 |
|
53.38 |
|
AST American Century Income & Growth Portfolio |
|
J.P. Morgan Securities |
|
14 |
|
.00 |
|
.00 |
|
AST American Century Strategic Balanced Portfolio |
|
J.P. Morgan Securities |
|
192 |
|
.04 |
|
.05 |
|
AST Cohen & Steers Realty Portfolio |
|
|
|
|
|
|
|
|
|
AST DeAM Large-Cap Value Portfolio |
|
|
|
|
|
|
|
|
|
AST DeAM Small-Cap Value Portfolio |
|
|
|
|
|
|
|
|
|
AST DeAM Small-Cap Growth Portfolio |
|
|
|
|
|
|
|
|
|
AMERICAN SKANDIA TRUST 96
AST Federated Aggressive Growth Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST First Trust Balanced Target Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST First Trust Capital Appreciation Target Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Global Allocation Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Goldman Sachs Concentrated Growth Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Goldman Sachs Mid-Cap Growth Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Goldman Sachs Small-Cap Value Portfolio |
|
Goldman Sachs |
|
11,017 |
|
1.85 |
|
.76 |
|
|||
AST High Yield Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST JPMorgan International Equity Portfolio |
|
J.P. Morgan Securities |
|
1,688 |
|
.64 |
|
.25 |
|
|||
AST LSV International Value Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Large-Cap Value Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Lord Abbett Bond-Debenture Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST MFS Global Equity Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST MFS Growth Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Marsico Capital Growth Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Mid-Cap Value Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Money Market Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Neuberger Berman Mid-Cap Growth Portfolio |
|
Lehman Brothers |
|
44,595 |
|
4.84 |
|
4.62 |
|
|||
AST Neuberger Berman Mid-Cap Value Portfolio |
|
Lehman Brothers |
|
101,484 |
|
4.78 |
|
5.23 |
|
|||
AST PIMCO Total Return Bond Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST PIMCO Limited Maturity Bond Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Small-Cap Growth Portfolio |
|
Goldman Sachs |
|
20,460 |
|
1.10 |
|
.80 |
|
|||
AST Small-Cap Value Portfolio |
|
Gabelli Securities |
|
593,951 |
|
59.72 |
|
57.58 |
|
|||
AST T. Rowe Price Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST T. Rowe Price Global Bond Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST T. Rowe Price Large-Cap Growth Portfolio |
|
Sanford C. Bernstein & Co. |
|
10,830 |
|
1.61 |
|
1.68 |
|
|||
AST T. Rowe Price Natural Resources Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST William Blair International Growth Portfolio |
|
|
|
|
|
|
|
|
|
|||
AST Asset Allocation Portfolios AST Aggressive Growth Asset Allocation Portfolio AST Capital Growth Asset Allocation Portfolio AST Balanced Asset Allocation Portfolio AST Conservative Asset Allocation Portfolio AST Preservation Asset Allocation Portfolio |
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|||||||||
AST T. Rowe Price Large-Cap Growth Porfolio |
|
|
|
|||||||||
Total Brokerage Commission |
|
$ |
487,792 |
|
||||||||
Total Brokerage Commission Paid to Affiliated Brokers (Sanford C. Bernstein & Co., LLC) |
|
7,920 |
|
|||||||||
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
1.62 |
% |
|||||||||
97
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
1.59 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
$ |
114,064 |
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
23.38 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
27.83 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST AllianceBernstein Growth & Income Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
3,199,791 |
|
Total Brokerage Commission Paid to Affiliated Brokers (Sanford C. Bernstein & Co., LLC) |
|
175,250 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
5.47 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
4.69 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
$ |
1,186,279 |
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
36.83 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
38.87 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST American Century Income & Growth Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
775,699 |
|
Total Brokerage Commission Paid to Affiliated Brokers (J.P. Morgan Securities, Prudential Securities, First Union Capital Markets, Wachovia Securities LLC) |
|
744 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
0.09 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
0.11 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST American Century Strategic Balanced Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
389,523 |
|
Total Brokerage Commission Paid to Affiliated Brokers (J.P. Morgan Securities, Prudential Securities, First Union Capital Markets, Wachovia Securities LLC) |
|
2,288 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
0.58 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
0.66 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST Cohen & Steers Realty Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
338,839 |
|
Total Brokerage Commission Paid to Affiliated Brokers (Wachovia Capital Markets) |
|
846 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
.25 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
.17 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
31,892 |
|
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
9.41 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
8.38 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST Mid-Cap Value Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
178,271 |
|
Total Brokerage Commission Paid to Affiliated Brokers (Gabelli Securities and Wexford) |
|
139,174 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
78.06 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
80.18 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
6,655 |
|
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
3.73 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
3.49 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST Small-Cap Value Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
775,755 |
|
AMERICAN SKANDIA TRUST 98
Total Brokerage Commission Paid to Affiliated Brokers (Gabelli Securities, Wachovia Securities LLC, Prudential Securities) |
|
389,581 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
50.22 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
46.18 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
6,110 |
|
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
4.47 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
4.48 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST Goldman Sachs Concentrated Growth Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
1,961,277 |
|
Total Brokerage Commission Paid to Affiliated Brokers (J.P. Morgan Securities, Prudential Securities, First Union Capital Markets, Wachovia Securities LLC) |
|
736,840 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
35.49 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
37.80 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST Goldman Sachs Mid-Cap Growth Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
389,050 |
|
Total Brokerage Commission Paid to Affiliated Brokers (Goldman Sachs & Co. and Prudential Securities, Inc.) |
|
346 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
.08 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
.12 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
193,352 |
|
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
38.82 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
38.74 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST Goldman Sachs Small-Cap Value Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
1,110,391 |
|
Total Brokerage Commission Paid to Affiliated Brokers (Goldman Sachs & Co.,Prudential Securities, Inc. and Wachovia Securities LLC) |
|
24,416 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
2.19 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
1.97 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
304,392 |
|
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
20.06 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
18.56 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST Large Cap Value Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
803,548 |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
295,812 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
36.81 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
24.45 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST Marsico Capital Growth Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
3,041,073 |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
696,023 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
21.25 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
24.96 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST MFS Growth Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
4,155,736 |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
889,853 |
|
99
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
21.41 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
16.27 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST Neuberger Berman Mid-Cap Growth Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
1,164,980 |
|
Total Brokerage Commission Paid to Affiliated Brokers (Neuberger Berman LLC) |
|
191,778 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
16.46 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
16.18 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
222,760 |
|
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
19.12 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
19.39 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST Neuberger Berman Mid-Cap Value Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
1,834,515 |
|
Total Brokerage Commission Paid to Affiliated Brokers (Neuberger Berman LLC) |
|
651,777 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
35.52 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
33.75 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
730,876 |
|
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
39.84 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
38.79 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST Small-Cap Growth Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
1,549,522 |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
235,797 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
15.22 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
16.67 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST AllianceBernstein Core Value Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
939,295 |
|
Total Brokerage Commission Paid to Affiliated Brokers (Sanford C. Bernstein & Co., LLC) |
|
346,164 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
36.85 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
36.31 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
338,603 |
|
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
32.58 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
33.41 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST AllianceBernstein Core Value Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
870,921 |
|
Total Brokerage Commission Paid to Affiliated Brokers (Sanford C. Bernstein & Co., LLC) |
|
346,136 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
39.74 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
42.40 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
323,583 |
|
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
32.70 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
31.48 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST JPMorgan International Equity Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
843,780 |
|
AMERICAN SKANDIA TRUST 100
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
108,472 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
10.90 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
11.43 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST T. Rowe Price Natural Resources Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
154,699 |
|
Total Brokerage Commission Paid to Affiliated Brokers (Wachovia Securities LLC) |
|
5,710 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
3.69 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
1.8 |
% |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
27,389 |
|
|
Percentage of Total Brokerage Commissions Paid to ASM |
|
17.18 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to ASM |
|
19.88 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST T. Rowe Price Asset Allocation Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
159,024 |
|
Total Brokerage Commission Paid to Affiliated Brokers (Prudential Securities, Inc. and Wachovia Securities LLC) |
|
675 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
0.42 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
0.44 |
% |
|
|
|
|
|
|
Commissions Paid by the Fund: Fiscal Year 2003 |
|
|
|
|
AST William Blair International Growth Porfolio |
|
|
|
|
Total Brokerage Commission |
|
$ |
1,270,459 |
|
Total Brokerage Commission Paid to Affiliated Brokers (ASM) |
|
606,776 |
|
|
Percentage of Total Brokerage Commissions Paid to Affiliated Brokers |
|
43.69 |
% |
|
Percentage of the Aggregate Dollar Amount of Portfolio Transactions Involving the Payment of Commissions to Affiliated Brokers |
|
51.93 |
% |
ADDITIONAL INFORMATION
Fund History . The Fund is a managed, open-end investment company organized as a Massachusetts business trust, the separate Portfolios of which are diversified, unless otherwise indicated. Formerly, the Fund was known as the Henderson International Growth Fund, which consisted of only one Portfolio (The Henderson International Growth Fund is currently known as the AST JPMorgan International Equity Portfolio (formerly known as the AST Strong International Equity Portfolio, the AST AIM International Equity Portfolio, the AST Putnam International Equity Portfolio and the Seligman Henderson International Equity Portfolio)).The Investment Manager was Henderson International,Inc. Shareholders of what was, at the time, the Henderson International Growth Fund, approved certain changes in a meeting held April17, 1992. These changes included engagement of a new Investment Manager, engagement of a Sub-advisor and election of new Trustees. Subsequent to that meeting, the new Trustees adopted a number of resolutions, including, but not limited to, resolutions renaming the Trust. Since that time the Trustees have adopted a number of resolutions, including, but not limited to, making new Portfolios available and adopting forms of Investment Management Agreements and Sub-advisory Agreements between the Investment Managers and the Fund and the Investment Managers and each Sub-advisor, respectively.
The AST AllianceBernstein Growth Income Portfolio (formerly known as the AST Alliance Growth and as the Income Portfolio and as the AST Lord Abbett Growth and Income Portfolio) was first offered as of May 1, 1992. The AST Goldman Sachs Concentrated Growth Portfolio (formerly known as the AST JanCap Growth Portfolio) and the AST Money Market Portfolio were first offered as of November 4, 1992. The AST Neuberger Berman Mid-Cap Value Portfolio (formerly known as the Federated Utility Income Portfolio) and the AST Global Allocation Portfolio (formerly known as the DeAM Global Allocation Portfolio, the AIM Balanced Portfolio, the AST Putnam Balanced Portfolio and the AST Phoenix Balanced Asset Portfolio) were first offered as of May 1, 1993. The AST High Yield Portfolio (formerly known as the Goldman Sachs High Yield Portfolio and the AST Federated High Yield Portfolio), the AST T. Rowe Price Asset Allocation Portfolio, AST Small-Cap Growth Portfolio (formerly known as the AST State Street Research Small-Cap Growth Portfolio, the AST Small-Cap Growth Portfolio (formerly known as the PBHG Small-Cap Growth Portfolio), the AST Janus Small-Cap Growth Portfolio and the Founders Capital Appreciation Portfolio), the Large-Cap Value Portfolio (formerly known as the AST Hotchkis Wiley Large-Cap Value Portfolio and the AST INVESCO Capital Income Portfolio) and the AST PIMCO Total Return Bond Portfolio were first offered as of December 31, 1993. The AST T. Rowe Price Global Bond Portfolio (formerly known as the AST
101
Scudder International Bond Portfolio) was first offered as of May 1, 1994. The AST Neuberger Berman Mid-Cap Growth Portfolio (formerly known as the Berger Capital Growth Portfolio) was first offered as of October 19, 1994.
The AST LSV International Value Portfolio (formerly known as the AST DeAM International Equity Portfolio and the AST Founders Passport Portfolio and the Seligman Henderson International Small Cap Portfolio), the AST T. Rowe Price Natural Resources Portfolio and the AST PIMCO Limited Maturity Bond Portfolio were first offered as of May 2, 1995. The AST AllianceBernstein Large-Cap Growth Portfolio (formerly known as the AST Alliance Growth Portfolio, AST Oppenheimer Large-Cap Growth Portfolio, and the Robertson Stephens Value + Growth Portfolio) was first offered as of May 2, 1996. The AST William Blair International Growth Portfolio (formerly known as the AST Janus Overseas Growth Portfolio), the AST Small-Cap Value Portfolio (formerly known as the AST Gabelli Small-Cap Value Portfolio and the AST T. Rowe Price Small Company Value Portfolio), the AST American Century Strategic Balanced Portfolio and the AST American Century Income Growth Portfolio (formerly known as the AST Putnam Value Growth Income Portfolio) were first offered as of January 2, 1997. The AST Marsico Capital Growth Portfolio was first offered as of December 22, 1997. The AST Goldman Sachs Small-Cap Value Portfolio (formerly known as the AST Lord Abbett Small Cap Value Portfolio), the AST Cohen Steers Realty Portfolio, and the AST AllianceBernstein Managed Index 500 Portfolio (formerly known as the AST Sanford Bernstein Managed Index 500 Portfolio and as the AST Bankers Trust Managed Index 500 Portfolio) were first offered as of January 2, 1998. The AST DeAM Small-Cap Growth Portfolio (formerly known as the AST Scudder Small-Cap Growth Portfolio) was first offered as of January 4, 1999. The AST MFS Global Equity Portfolio and the AST MFS Growth Portfolio were first offered as of October 18, 1999. The AST Goldman Sachs Mid-Cap Growth Portfolio (formerly known as the AST Janus Mid-Cap Growth Portfolio) was first offered as of May 1, 2000. The AST Federated Aggressive Growth Portfolio, the AST Mid-Cap Value Portfolio (formerly known as the AST Gabelli All-Cap Value Portfolio), the AST DeAM Large-Cap Value Portfolio (formerly known as the Janus Strategic Value Portfolio) and the AST Lord Abbett Bond-Debenture Portfolio were first offered on October 23, 2000. The AST AllianceBernstein Core Value (formerly known as the AST Sanford Bernstein Core Value) Portfolio was first offered on May 1, 2001. The AST DeAM Small-Cap Growth Portfolio was first offered on May 1, 2002.
Effective as of December 2, 2005, the AST Alger All-Cap Growth Portfolio and the AST AllianceBernstein Growth + Value Portfolio were reorganized into the AST Neuberger Berman Mid-Cap Growth Portfolio and the AST AllianceBernstein Managed Index 500 Portfolio, respectively, and ceased to exist.
The AST Aggressive Asset Allocation Portfolio, the AST Capital Growth Asset Allocation Portfolio, the AST Balanced Asset Allocation Portfolio, the AST Conservative Asset Allocation Portfolio, and the AST Preservation Asset Allocation Portfolio were each first offered on or about December 5, 2005.
The AST Advanced Strategies Portfolio, the AST First Trust Balanced Target Portfolio and the AST First Trust Capital Appreciation Target Portfolio were each first offered on or about March 20, 2006.
If approved by the Trustees, the Trust may add more Portfolios and may cease to offer any existing Portfolios in the future.
Description of Shares and Organization . As of the date of this SAI, the beneficial interest in the Fund is divided into 47 separate Portfolios, each offering one class of shares.
The Funds Second Amended and Restated Declaration of Trust, dated December 1, 2005, which governs certain Fund matters, permits the Funds Board of Trustees to issue multiple classes of shares, and within each class, an unlimited number of shares of beneficial interest with a par value of $.001 per share. Each share entitles the holder to one vote for the election of Trustees and on all other matters that are not specific to one class of shares, and to participate equally in dividends, distributions of capital gains and net assets of each applicable Portfolio. Only shareholders of shares of a specific Portfolio may vote on matters specific to that Portfolio. Shares of one class may not bear the same economic relationship to the Fund as shares of another class. In the event of dissolution or liquidation, holders of shares of a Portfolio will receive pro rata, subject to the rights of creditors, the proceeds of the sale of the assets held in such Portfolio less the liabilities attributable to such Portfolio. Shareholders of a Portfolio will not be liable for the expenses, obligations or debts of another Portfolio.
No preemptive or conversion rights apply to any of the Funds shares. The Funds shares, when issued, will be fully paid, non-assessable and transferable. The Trustees may at any time create additional series of shares without shareholder approval.
Generally, there will not be annual meetings of shareholders of any Portfolio of the Fund. A Trustee may, in accordance with certain rulesof the SEC, be removed from office when the holders of record of not less than two-thirds of the outstanding shares either present a written declaration to the Fundscustodian or vote in person or by proxy at a meeting called for this purpose. In addition, the Trustees will promptly call a meeting of shareholders to remove a Trustee(s) when requested to do so in writing by record holders of not less than 10% of the outstanding shares. Finally, the Trustees shall, in certain circumstances, give such shareholders access to a
AMERICAN SKANDIA TRUST 102
list of the names and addresses of all other shareholders or inform them of the number of shareholders and the cost of mailing their request.
Under Massachusetts law, shareholders could, under certain circumstances, be held liable for the obligations of the Fund. However, the Declaration of Trust disclaims shareholder liability for acts or obligations of the Fund and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Fund or the Trustees to all parties, and each party thereto must expressly waive all rights of action directly against shareholders. The Declaration of Trust provides for indemnification out of the Funds property for all loss and expense of any shareholder of the Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss on account of shareholder liability is limited to circumstances in which the Fund would be unable to meet its obligations wherein the complaining party was held not to be bound by the disclaimer.
The Declaration of Trust further provides that the Trustees will have no personal liability to any person in connection with the Fund property or affairs of the Fund except for that arising from his bad faith, willful misfeasance, gross negligence or reckless disregard of his duty to that person. All persons must look solely to the Trust property for satisfaction of claims of any nature arising in connection with the Funds affairs. In general, the Declaration of Trust provides for indemnification by the Fund of the Trustees and officers of the Fund except with respect to any matter as to which the Trustee or officer acted in bad faith, or with willful misfeasance, gross negligence or reckless disregard of his duties.
From time to time, Prudential Financial,Inc. and/or its insurance company affiliates have purchased shares of the Fund to provide initial capital and to enable the Portfolios to avoid unrealistically poor investment performance that might otherwise result because the amounts available for investment are too small. Prudential will not redeem any of its shares until a Portfolio is large enough so that redemption will not have an adverse effect upon investment performance. Prudential will vote its shares in the same manner and in the same proportion as the shares held by the separate accounts that invest in the Fund, which in turn, are generally voted in accordance with instructions from Contract owners.
PRINCIPAL SHAREHOLDERS
To the knowledge of the Fund, as of April 7, 2006, more than 99% of each Portfolio of the Fund was owned of record by American Skandia Life Assurance Corporation (ASLAC) on behalf of the owners of variable insurance products issued by ASLAC. As of April 7, 2006, the amount of shares of the Fund owned by the officers and trustees of the Fund at that time and who are shown in the section of this SAI entitled Management and Advisory Arrangements was less than one percent of the shares. To the knowledge of the Fund, no person owned beneficially more than 5% of any class of the Funds outstanding shares as of April 7, 2006.
FINANCIAL STATEMENTS
The financial statements of the Fund for the fiscal year ended December 31, 2005 incorporated by reference into this SAI by reference to the annual report to shareholders, have been so incorporated in reliance on the report of KPMG LLP, independent registered public accounting firm. KPMG LLPs principal business address is 345 Park Avenue, New York, New York 10154. The Funds Annual Report, dated December 31, 2005, can be obtained, without charge, by calling (800) 778-2255 or by writing to the Fund at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102.
103
PART II
INVESTMENT RISKS AND CONSIDERATIONS
Set forth below are descriptions of some of the types of investments and investment strategies that a Portfolio may use, and the risks and considerations associated with those investments and investment strategies. Please see the Prospectus and the Fund Portfolios, Investment Objectives and Policies Section in Part I of the SAI, which identifies the types of investments and investment strategies that may be used by each Portfolio.Information contained in this section about the risks and considerations associated with a Portfolios investments and/or investment strategies applies only to those Portfolios specifically identified in Part I of the SAI as making a type of investment or using an investment strategy (each, a Covered Portfolio). Information that does not apply to a Covered Portfolio does not form a part of the SAI as it relates to the Covered Portfolio and should not be relied on by investors in that Covered Portfolio. Only information that is clearly identified as applicable to a Covered Portfolio is considered to form a part of the SAI as it relates to a Covered Portfolio.
ASSET-BACKED SECURITIES . Certain Portfolios may invest in asset-backed securities. Asset-backed securities directly or indirectly represent a participation interest in, or are secured by and payable from, a stream of payments generated by particular assets such as motor vehicle or credit card receivables. Payments of principal and interest may be guaranteed up to certain amounts and for a certain time period by a letter of credit issued by a financial institution unaffiliated with the entities issuing the securities. Asset-backed securities may be classified as pass-through certificates or collateralized obligations.
Pass-through certificates are asset-backed securities which represent an undivided fractional ownership interest in an underlying pool of assets. Pass-through certificates usually provide for payments of principal and interest received to be passed through to their holders, usually after deduction for certain costs and expenses incurred in administering the pool. Because pass-through certificates represent an ownership interest in the underlying assets, the holders thereof bear directly the risk of any defaults by the obligors on the underlying assets not covered by any credit support.
Asset-backed securities issued in the form of debt instruments, also known as collateralized obligations, are generally issued as the debt of a special purpose entity organized solely for the purpose of owning such assets and issuing such debt. Such assets are most often trade, credit card or automobile receivables. The assets collateralizing such asset-backed securities are pledged to a trustee or custodian for the benefit of the holders thereof. Such issuers generally hold no assets other than those underlying the asset-backed securities and any credit support provided. As a result, although payments on such asset-backed securities are obligations of the issuers, in the event of defaults on the underlying assets not covered by any credit support, the issuing entities are unlikely to have sufficient assets to satisfy their obligations on the related asset-backed securities.
Credit-Related Asset-Backed Securities. This type of asset-backed security is collateralized by a basket of corporate bonds or other securities, including junk bonds. Unlike the traditional asset-backed securities described above, these asset-backed securities often do have the benefit of a security interest or ownership interest in the related collateral. With a credit-related asset-backed security, the underlying bonds have the risk of being prepaid prior to maturity. Although generally not pre-payable at any time, some of the underlying bonds may have call options, while others may have maturity dates that are earlier than the asset-backed security itself. As with traditional asset-backed securities described above, the Portfolio bears the risk of loss of the resulting increase or decrease in yield to maturity after a prepayment of an underlying bond. However, the primary risk associated with credit-related asset-backed securities is the potential loss of principal associated with losses on the underlying bonds.
BORROWING AND LEVERAGE . A Portfolio may borrow up to 33 1/3% of the value of its total assets (calculated at the time of the borrowing). The Portfolio may pledge up to 33 1/3% of its total assets to secure these borrowings. If the Portfolios asset coverage for borrowings falls below 300%, the Portfolio will take prompt action to reduce its borrowings. If the Portfolio borrows to invest in securities, any investment gains made on the securities in excess of interest paid on the borrowing will cause the net asset value of the shares to rise faster than would otherwise be the case. On the other hand, if the investment performance of the additional securities purchased fails to cover their cost (including any interest paid on the money borrowed) to the Portfolio, the net asset value of the Portfolios shares will decrease faster than would otherwise be the case. This is the speculative factor known as leverage.
A Portfolio may borrow from time to time, at the investment subadvisers discretion, to take advantage of investment opportunities, when yields on available investments exceed interest rates and other expenses of related borrowing, or when, in the investment advisers opinion, unusual market conditions otherwise make it advantageous for the Portfolio to increase its investment capacity. A Portfolio will only borrow when there is an expectation that it will benefit a Portfolio after taking into account considerations such as interest income and possible losses upon liquidation. Borrowing by a Portfolio creates an opportunity for increased net income but, at the same time, creates risks, including the fact that leverage may exaggerate changes in the net asset value of Portfolio shares and in the yield ona Portfolio. A Portfolio may borrow through forward rolls, dollar rolls or reverse repurchase agreements, although no Portfolio currently has any intention of doing so.
AMERICAN SKANDIA TRUST 104
CONVERTIBLE SECURITIES . Convertible securities entitle the holder to receive interest payments paid on corporate debt securities or the dividend preference on a preferred stock until such time as the convertible security matures or is redeemed or until the holder elects to exercise the conversion privilege. The characteristics of convertible securities make them appropriate investments for an investment company seeking a high total return from capital appreciation and investment income. These characteristics include the potential for capital appreciation as the value of the underlying common stock increases, the relatively high yield received from dividend or interest payments as compared to common stock dividends and decreased risks of decline in value relative to the underlying common stock due to their fixed-income nature. As a result of the conversion feature, however, the interest rate or dividend preference on a convertible security is generally less than would be the case if the securities were issued in nonconvertible form.
In analyzing convertible securities, the Manager will consider both the yield on the convertible security relative to its credit quality and the potential capital appreciation that is offered by the underlying common stock, among other things.
Convertible securities are issued and traded in a number of securities markets. Even in cases where a substantial portion of the convertible securities held by a Portfolio are denominated in U.S. dollars, the underlying equity securities may be quoted in the currency of the country where the issuer is domiciled. With respect to convertible securities denominated in a currency different from that of the underlying equity securities, the conversion price may be based on a fixed exchange rate established at the time the security is issued. As a result, fluctuations in the exchange rate between the currency in which the debt security is denominated and the currency in which the share price is quoted will affect the value of the convertible security. As described below, a Portfolio is authorized to enter into foreign currency hedging transactions in which it may seek to reduce the effect of such fluctuations.
Apart from currency considerations, the value of convertible securities is influenced by both the yield of nonconvertible securities of comparable issuers and by the value of the underlying common stock. The value of a convertible security viewed without regard to its conversion feature (i.e., strictly on the basis of its yield) is sometimes referred to as its investment value. To the extent interest rates change, the investment value of the convertible security typically will fluctuate. However, at the same time, the value of the convertible security will be influenced by its conversion value, which is the market value of the underlying common stock that would be obtained if the convertible security were converted. Conversion value fluctuates directly with the price of the underlying common stock. If, because of a low price of the common stock the conversion value is substantially below the investment value of the convertible security, the price of the convertible security is governed principally by its investment value.
To the extent the conversion value of a convertible security increases to a point that approximates or exceeds its investment value, the price of the convertible security will be influenced principally by its conversion value. A convertible security will sell at a premium over the conversion value to the extent investors place value on the right to acquire the underlying common stock while holding a fixed-income security. The yield and conversion premium of convertible securities issued in Japan and the Euromarket are frequently determined at levels that cause the conversion value to affect their market value more than the securities investment value.
Holders of convertible securities generally have a claim on the assets of the issuer prior to the common stockholders but may be subordinated to other debt securities of the same issuer. A convertible security may be subject to redemption at the option of the issuer at a price established in the charter provision, indenture or other governing instrument pursuant to which the convertible security was issued. If a convertible security held by a Portfolio is called for redemption, the Portfolio will be required to redeem the security, convert it into the underlying common stock or sell it to a third party. Certain convertible debt securities may provide a put option to the holder, which entitles the holder to cause the security to be redeemed by the issuer at a premium over the stated principal amount of the debt security under certain circumstances.
Synthetic convertible securities may be either (i) a debt security or preferred stock that may be convertible only under certain contingent circumstances or that may pay the holder a cash amount based on the value of shares of underlying common stock partly or wholly in lieu of a conversion right (a Cash-Settled Convertible), (ii) a combination of separate securities chosen by the Manager in order to create the economic characteristics of a convertible security, i.e., a fixed income security paired with a security with equity conversion features, such as an option or warrant ( a Manufactured Convertible) or (iii) a synthetic security manufactured by another party.
Synthetic convertible securities may include either Cash-Settled Convertibles or Manufactured Convertibles. Cash-Settled Convertibles are instruments that are created by the issuer and have the economic characteristics of traditional convertible securities but may not actually permit conversion into the underlying equity securities in all circumstances. As an example, a private company may issue a Cash-Settled Convertible that is convertible into common stock only if the company successfully completes a public offering of its common stock prior to maturity and otherwise pays a cash amount to reflect any equity appreciation. Manufactured
105
Convertibles are created by the Manager by combining separate securities that possess one of the two principal characteristics of a convertible security, i.e., fixed income (fixed income component) or a right to acquire equity securities (convertibility component). The fixed income component is achieved by investing in nonconvertible fixed income securities, such as nonconvertible bonds, preferred stocks and money market instruments. The convertibility component is achieved by investing in call options, warrants, or other securities with equity conversion features (equity features) granting the holder the right to purchase a specified quantity of the underlying stocks within a specified period of time at a specified price or, in the case of a stock index option, the right to receive a cash payment based on the value of the underlying stock index.
A Manufactured Convertible differs from traditional convertible securities in several respects. Unlike a traditional convertible security, which is a single security having a unitary market value, a Manufactured Convertible is comprised of two or more separate securities, each with its own market value. Therefore, the total market value of such a Manufactured Convertible is the sum of the values of its fixed-income component and its convertibility component.
More flexibility is possible in the creation of a Manufactured Convertible than in the purchase of a traditional convertible security. Because many corporations have not issued convertible securities, the Manager may combine a fixed income instrument and an equity feature with respect to the stock of the issuer of the fixed income instrument to create a synthetic convertible security otherwise unavailable in the market. The Manager may also combine a fixed income instrument of an issuer with an equity feature with respect to the stock of a different issuer when the Manager believes such a Manufactured Convertible would better promote a Portfolios objective than alternate investments. For example, the Manager may combine an equity feature with respect to an issuers stock with a fixed income security of a different issuer in the same industry to diversify the Portfolios credit exposure, or with a U.S. Treasury instrument to create a Manufactured Convertible with a higher credit profile than a traditional convertible security issued by that issuer. A Manufactured Convertible also is a more flexible investment in that its two components may be purchased separately and, upon purchasing the separate securities, combined to create a Manufactured Convertible. For example,a Portfolio may purchase a warrant for eventual inclusion in a Manufactured Convertible while postponing the purchase of a suitable bond to pair with the warrant pending development of more favorable market conditions.
The value of a Manufactured Convertible may respond differently to certain market fluctuations than would a traditional convertible security with similar characteristics. For example, in the event a Portfolio created a Manufactured Convertible by combining a short-term U.S. Treasury instrument and a call option on a stock, the Manufactured Convertible would likely outperform a traditional convertible of similar maturity that is convertible into that stock during periods when Treasury instruments outperform corporate fixed income securities and underperform during periods when corporate fixed-income securities outperform Treasury instruments.
CORPORATE LOANS . Commercial banks and other financial institutions make corporate loans to companies that need capital to grow or restructure. Borrowers generally pay interest on corporate loans at rates that change in response to changes in market interest rates such as the London Interbank Offered Rate (LIBOR) or the prime rate of U.S. banks. As a result, the value of corporate loan investments is generally less responsive to shifts in market interest rates. Because the trading market for corporate loans is less developed than the secondary market for bonds and notes, a Portfolio may experience difficulties from time to time in selling its corporate loans. Borrowers frequently provide collateral to secure repayment of these obligations. Leading financial institutions often act as agent for a broader group of lenders, generally referred to as a syndicate. The syndicates agent arranges the corporate loans, holds collateral and accepts payments of principal and interest. If the agent develops financial problems, a Portfolio may not recover its investment, or there might be a delay in the Portfolios recovery. By investing in a corporate loan, a Portfolio becomes a member of the syndicate.
As in the case of junk bonds, the Corporate Loans in which a Portfolio may invest can be expected to provide higher yields than higher-rated fixed income securities but may be subject to greater risk of loss of principal and income. There are, however, some significant differences between Corporate Loans and junk bonds. Corporate Loans are frequently secured by pledges of liens and security interests in the assets of the borrower, and the holders of Corporate Loans are frequently the beneficiaries of debt service subordination provisions imposed on the borrowers bondholders. These arrangements are designed to give Corporate Loan investors preferential treatment over junk bond investors in the event of a deterioration in the credit quality of the issuer. Even when these arrangements exist, however, there can be no assurance that the principal and interest owed on the Corporate Loans will be repaid in full. Corporate Loans generally bear interest at rates set at a margin above a generally recognized base lending rate that may fluctuate on a day-to-day basis, in the case of the Prime Rate of a U.S. bank, or that may be adjusted on set dates, typically 30 days but generally not more than one year, in the case of LIBOR. Consequently, the value of Corporate Loans held by a Portfolio may be expected to fluctuate significantly less than the value of fixed rate junk bond instruments as a result of changes in the interest rate environment. On the other hand, the secondary dealer market for Corporate Loans is not as well developed as the secondary dealer market for junk bonds, and therefore presents increased market risk relating to liquidity and pricing concerns.
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A Portfolio may acquire interests in Corporate Loans by means of a novation, assignment or participation. In a novation, a Portfolio would succeed to all the rights and obligations of the assigning institution and become a contracting party under the credit agreement with respect to the debt obligation. As an alternative, a Portfolio may purchase an assignment, in which case the Portfolio may be required to rely on the assigning institution to demand payment and enforce its rights against the borrower but would otherwise typically be entitled to all of such assigning institutions rights under the credit agreement. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the institution selling the participation interest and not with the borrower. In purchasing a loan participation, a Portfolio generally will have no right to enforce compliance by the borrower with the terms of the loan agreement, nor any rights of set-off against the borrower, and the Portfolio may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, a Portfolio will assume the credit risk of both the borrower and the institution selling the participation to the Portfolio.
DEBT SECURITIES . Debt securities, such as bonds, involve credit risk. This is the risk that the issuer will not make timely payments of principal and interest. The degree of credit risk depends on the issuers financial condition and on the terms of the bonds. Changes in an issuers credit rating or the markets perception of an issuers creditworthiness may also affect the value of a Portfolios investment in that issuer. Credit risk is reduced to the extent a Portfolio limits its debt investments to U.S. Government securities. All debt securities, however, are subject to interest rate risk. This is the risk that the value of the security may fall when interest rates rise. In general, the market price of debt securities with longer maturities will go up or down more in response to changes in interest rates than the market price of shorter-term securities.
DEPOSITARY RECEIPTS . A Portfolio may invest in the securities of foreign issuers in the form of Depositary Receipts or other securities convertible into securities of foreign issuers. Depositary Receipts may not necessarily be denominated in the same currency as the underlying securities into which they may be converted. American Depositary Receipts (ADRs) and American Depositary Shares (ADSs) are receipts or shares typically issued by an American bank or trust company that evidence ownership of underlying securities issued by a foreign corporation. European Depositary Receipts (EDRs) are receipts issued in Europe that evidence a similar ownership arrangement. Global Depositary Receipts (GDRs) are receipts issued throughout the world that evidence a similar arrangement. Generally, ADRs and ADSs, in registered form, are designed for use in the U.S. securities markets, and EDRs, in bearer form, are designed for use in European securities markets. GDRs are tradable both in the United States and in Europe and are designed for use throughout the world. A Portfolio may invest in unsponsored Depositary Receipts. The issuers of unsponsored Depositary Receipts are not obligated to disclose material information in the United States, and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts. Depositary Receipts are generally subject to the same risks as the foreign securities that they evidence or into or for which they may be converted or exchanged.
DERIVATIVES . A Portfolio may use instruments referred to as derivatives. Derivatives are financial instruments the value of which is derived from another security, a commodity (such as gold or oil), a currency or an index (a measure of value or rates, such as the SP 500 Index or the prime lending rate). Derivatives allow a Portfolio to increase or decrease the level of risk to which the Portfolio is exposed more quickly and efficiently than transactions in other types of instruments. Each Portfolio may use Derivatives for hedging purposes. Certain Portfolios may also use derivatives to seek to enhance returns. The use of a Derivative is speculative if the Portfolio is primarily seeking to achieve gains, rather than offset the risk of other positions. When the Portfolio invests in a Derivative for speculative purposes, the Portfolio will be fully exposed to the risks of loss of that Derivative, which may sometimes be greater than the Derivatives cost. No Portfolio may use any Derivative to gain exposure to an asset or class of assets that it would be prohibited by its investment restrictions from purchasing directly.
HEDGING . Hedging is a strategy in which a Derivative or security is used to offset the risks associated with other Portfolio holdings. Losses on the other investment may be substantially reduced by gains on a Derivative that reacts in an opposite manner to market movements. While hedging can reduce losses, it can also reduce or eliminate gains or cause losses if the market moves in a different manner than anticipated by the Portfolio or if the cost of the Derivative outweighs the benefit of the hedge. Hedging also involves the risk that changes in the value of the Derivative will not match those of the holdings being hedged as expected by a Portfolio, in which case any losses on the holdings being hedged may not be reduced or may be increased. The inability to close options and futures positions also could have an adverse impact on a Portfolios ability to hedge effectively its portfolio. There is also a risk of loss by the Portfolio of margin deposits or collateral in the event of bankruptcy of a broker with whom the Portfolio has an open position in an option, a futures contract or a related option. There can be no assurance that a Portfolios hedging strategies will be effective or that hedging transactions will be available to a Portfolio. No Portfolio is required to engage in hedging transactions and each Portfolio may choose not to do so.
INDEXED AND INVERSE SECURITIES . A Portfolio may invest in securities the potential return of which is based on an index or interest rate. As an illustration, a Portfolio may invest in a security whose value is based on changes in a specific index or that pays interest based on the current value of an interest rate index, such as the prime rate. A Portfolio may also invest in a debt security that
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returns principal at maturity based on the level of a securities index or a basket of securities, or based on the relative changes of two indices. In addition, certain Portfolios may invest in securities the potential return of which is based inversely on the change in an index or interest rate (that is, a security the value of which will move in the opposite direction of changes to an index or interest rate). For example, a Portfolio may invest in securities that pay a higher rate of interest when a particular index decreases and pay a lower rate of interest (or do not fully return principal) when the value of the index increases. If a Portfolio invests in such securities, it may be subject to reduced or eliminated interest payments or loss of principal in the event of an adverse movement in the relevant interest rate, index or indices. Indexed and inverse securities may involve credit risk, and certain indexed and inverse securities may involve leverage risk, liquidity risk and currency risk. A Portfolio may invest in indexed and inverse securities for hedging purposes or to seek to increase returns. When used for hedging purposes, indexed and inverse securities involve correlation risk. (Furthermore, where such a security includes a contingent liability, in the event of such an adverse movement, a Portfolio may be required to pay substantial additional margin to maintain the position.)
SWAP AGREEMENTS . Certain Portfolios may enter into swap transactions, including but not limited to, interest rate, index, credit default, total return and, to the extent that it may invest in foreign currency-denominated securities, currency exchange rate swap agreements. In addition,certain Portfolios may enter into options on swap agreements (swap options). These swap transactions are entered into in an attempt to obtain a particular return when it is considered desirable to do so, possibly at a lower cost to the Portfolio than if the Portfolio had invested directly in an instrument that yielded that desired return.
Swap agreements are two party contracts entered into primarily by institutional investors for periods typically ranging from a few weeks to more than one year. In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on or calculated with respect to particular predetermined investments or instruments, which may be adjusted for an interest factor. The gross returns to be exchanged or swapped between the parties are generally calculated with respect to a notional amount, that is, the return on or increase in value of a particular dollar amount invested at a particular interest rate or in a basket of securities representing a particular index or other investments or instruments.
Most swap agreements entered into bya Portfolio would calculate the obligations of the parties to the agreement on a net basis. Consequently the Portfolios current obligations (or rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). The Portfolios current obligations under a swap agreement will be accrued daily (offset against any amounts owed to the Portfolio) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by the segregation of liquid assets.
To the extent that a Portfolio enters into swaps on other than a net basis, the amount maintained in a segregated account will be the full amount of the Portfolios obligations, if any, with respect to such swaps, accrued on a daily basis. Inasmuch as segregated accounts are established for these hedging transactions, the investment adviser and the Portfolio believe such obligations do not constitute senior securities and, accordingly, will not treat them as being subject to its borrowing restrictions. If there is a default by the other party to such a transaction, the Portfolio will have contractual remedies pursuant to the agreement related to the transaction. Since swaps are individually negotiated, the Portfolio expects to achieve an acceptable degree of correlation between its rights to receive a return on its portfolio securities and its rights and obligations to receive and pay a return pursuant to swaps. The Portfolio will enter into swaps only with parties meeting creditworthiness standards approved by the Portfolios Board of Directors. The investment subadviser will monitor the creditworthiness of such parties under the supervision of the Board of Directors.
CREDIT DEFAULT SWAP AGREEMENTS AND SIMILAR INSTRUMENTS . Certain Portfolios may enter into credit default swap agreements and similar agreements, and may also buy credit-linked securities. The credit default swap agreement or similar instrument may have as reference obligations one or more securities that are not currently held by a Portfolio. The protection buyer in a credit default contract may be obligated to pay the protection seller an up front or a periodic stream of payments over the term of the contract provided generally that no credit event on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the par value (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Portfolio may be either the buyer or seller in the transaction. If a Portfolio is a buyer and no credit event occurs, the Portfolio recovers nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As a seller, a Portfolio generally receives an up front payment or a fixed rate of income throughout the term of the swap, which typically is between six months and three years, provided that there is no credit event. If a credit event occurs, generally the seller must pay the buyer the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value.
Credit default swaps and similar instruments involve greater risks than if a Portfolio had invested in the reference obligation directly, since, in addition to general market risks, they are subject to illiquidity risk, counterparty risk and credit risks. A Portfolio will enter
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into credit default swap agreements and similar instruments only with counterparties who are rated investment grade quality by at least one nationally recognized statistical rating organization at the time of entering into such transaction or whose creditworthiness is believed by the Manager to be equivalent to such rating. A buyer also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the up front or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the Portfolio. When a Portfolio acts as a seller of a credit default swap or a similar instrument, it is exposed to many of the same risks of leverage since, if a credit event occurs, the seller may be required to pay the buyer the full notional value of the contract net of any amounts owed by the buyer related to its delivery of deliverable obligations.
CREDIT LINKED SECURITIES . Among the income producing securities in which a Portfolio may invest are credit linked securities, which are issued by a limited purpose trust or other vehicle that, in turn, invests in a derivative instrument or basket of derivative instruments, such a credit default swaps, interest rate swaps and other securities, in order to provide exposure to certain fixed income markets. For instance, a Portfolio may invest in credit linked securities as a cash management tool in order to gain exposure to a certain market and/or to remain fully invested when more traditional income producing securities are not available.
Like an investment in a bond, investments in these credit linked securities represent the right to receive periodic income payments (in the form of distributions) and payment of principal at the end of the term of the security. However, these payments are conditioned on the issuers receipt of payments from, and the issuers potential obligations to, the counterparties to the derivative instruments and other securities in which the issuer invests. For instance, the issuer may sell one or more credit default swaps, under which the issuer would receive a stream of payments over the term of the swap agreements provided that no event of default has occurred with respect to the referenced debt obligation upon which the swap is based. If a default occurs, the stream of payments may stop and the issuer would be obligated to pay the counterparty the par (or other agreed upon value) of the referenced debt obligation. This, in turn, would reduce the amount of income and principal that a Portfolio would receive. A Portfolios investments in these instruments are indirectly subject to the risks associated with derivative instruments, including, among others, credit risk, default or similar event risk, counterparty risk, interest rate risk, leverage risk and management risk. It is also expected that the securities will be exempt from registration under the Securities Act of 1933. Accordingly, there may be no established trading market for the securities and they may constitute illiquid investments.
TOTAL RETURN SWAP AGREEMENTS . Certain Portfolios may enter into total return swap agreements. Total return swap agreements are contracts in which one party agrees to make periodic payments based on the change in market value of the underlying assets, which may include a specified security, basket of securities or securities indices during the specified period, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or market. Total return swap agreements may effectively add leverage to the Portfolios portfolio because, in addition to its total net assets, the Portfolio would be subject to investment exposure on the notional amount of the swap. Total return swap agreements entail the risk that a party will default on its payment obligations to the Portfolio thereunder. Swap agreements also bear the risk that the Portfolio will not be able to meet its obligation to the counterparty. Generally, the Portfolio will enter into total return swaps on a net basis (i.e., the two payment streams are netted out with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments). The net amount of the excess, if any, of the Portfolios obligations over its entitlements with respect to each total return swap will be accrued on a daily basis, and an amount of cash or liquid instruments having an aggregate net asset value at least equal to the accrued excess will be segregated by the Portfolio. If the total return swap transaction is entered into on other than a net basis, the full amount of the Portfolios obligations will be accrued on a daily basis, and the full amount of the Portfolios obligations will be segregated by the Portfolio in an amount equal to or greater than the market value of the liabilities under the total return swap agreement or the amount it would have cost the Portfolio initially to make an equivalent direct investment, plus or minus any amount the Portfolio is obligated to pay or is to receive under the total return swap agreement.
Unless otherwise noted, a Portfolios net obligations in respect of all swap agreements (i.e., the aggregate net amount owed by the Portfolio) is limited to 15% of its net assets.
OPTIONS ON SECURITIES AND SECURITIES INDEXES . A Portfolio may invest in options on individual securities, baskets of securities or particular measurements of value or rate (an index), such as an index of the price of treasury securities or an index representative of short term interest rates.
Types of Options . A Portfolio may engage in transactions in options on individual securities, baskets of securities or securities indices, or particular measurements of value or rate (an index), such as an index of the price of treasury securities or an index representative of short term interest rates. Such investments may be made on exchanges and in the over-the-counter markets. In general, exchange-traded options have standardized exercise prices and expiration dates and require the parties to post margin against their obligations, and the performance of the parties obligations in connection with such options is guaranteed by the exchange or a related clearing
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corporation. OTC options have more flexible terms negotiated between the buyer and the seller, but generally do not require the parties to post margin and are subject to greater credit risk. OTC options also involve greater liquidity risk. See Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives below.
A Portfolio will write only covered options. A written option is covered if, so long as a Portfolio is obligated the option, it (1) owns an offsetting position in the underlying security or currency or (2) segregates cash or other liquid assets, in an amount equal to or greater than its obligation under the option.
CALL OPTIONS . A Portfolio may purchase call options on any of the types of securities or instruments in which it may invest. A call option gives a Portfolio the right to buy, and obligates the seller to sell, the underlying security at the exercise price at any time during the option period. A Portfolio also may purchase and sell call options on indices. Index options are similar to options on securities except that, rather than taking or making delivery of securities underlying the option at a specified price upon exercise, an index option gives the holder the right to receive cash upon exercise of the option if the level of the index upon which the option is based is greater than the exercise price of the option.
Each Portfolio may only write (i.e., sell) covered call options on the securities or instruments in which it may invest and to enter into closing purchase transactions with respect to certain of such options. A covered call option is an option in which a Portfolio either owns an offsetting position in the underlying security or currency, or the Portfolio segregates cash or other liquid assets in an amount equal to or greater than its obligation under the option. The principal reason for writing call options is the attempt to realize, through the receipt of premiums, a greater return than would be realized on the securities alone. By writing covered call options, a Portfolio gives up the opportunity, while the option is in effect, to profit from any price increase in the underlying security above the option exercise price. In addition, a Portfolios ability to sell the underlying security will be limited while the option is in effect unless the Portfolio enters into a closing purchase transaction. A closing purchase transaction cancels out a Portfolios position as the writer of an option by means of an offsetting purchase of an identical option prior to the expiration of the option it has written. Covered call options also serve as a partial hedge to the extent of the premium received against the price of the underlying security declining.
PUT OPTIONS . A Portfolio may purchase put options to seek to hedge against a decline in the value of its securities or to enhance its return. By buying a put option, a Portfolio acquires a right to sell such underlying securities or instruments at the exercise price, thus limiting the Portfolios risk of loss through a decline in the market value of the securities or instruments until the put option expires. The amount of any appreciation in the value of the underlying securities or instruments will be partially offset by the amount of the premium paid for the put option and any related transaction costs. Prior to its expiration, a put option may be sold in a closing sale transaction and profit or loss from the sale will depend on whether the amount received is more or less than the premium paid for the put option plus the related transaction costs. A closing sale transaction cancels out a Portfolios position as the purchaser of an option by means of an offsetting sale of an identical option prior to the expiration of the option it has purchased. A Portfolio also may purchase uncovered put options.
Each Portfolio may write (i.e., sell) put options on the types of securities or instruments that may be held by the Portfolio, provided that such put options are covered, meaning that such options are secured by segregated, liquid instruments. A Portfolio will receive a premium for writing a put option, which increases the Portfolios return. A Portfolio will not sell puts if, as a result, more than 25% of the Portfolios net assets would be required to cover its potential obligations under its hedging and other investment transactions.
FUTURES . A Portfolio may engage in transactions in futures and options thereon. Futures are standardized, exchange-traded contracts which obligate a purchaser to take delivery, and a seller to make delivery, of a specific amount of an asset at a specified future date at a specified price. No price is paid upon entering into a futures contract. Rather, upon purchasing or selling a futures contract a Portfolio is required to deposit collateral (margin) equal to a percentage (generally less than 10%) of the contract value. Each day thereafter until the futures position is closed, the Portfolio will pay additional margin representing any loss experienced as a result of the futures position the prior day or be entitled to a payment representing any profit experienced as a result of the futures position the prior day. Futures involve substantial leverage risk.
The sale of a futures contract limits a Portfolios risk of loss through a decline in the market value of portfolio holdings correlated with the futures contract prior to the futures contracts expiration date. In the event the market value of the portfolio holdings correlated with the futures contract increases rather than decreases, however, a Portfolio will realize a loss on the futures position and a lower return on the portfolio holdings than would have been realized without the purchase of the futures contract.
The purchase of a futures contract may protect a Portfolio from having to pay more for securities as a consequence of increases in the market value for such securities during a period when the Portfolio was attempting to identify specific securities in which to invest in a market the Portfolio believes to be attractive. In the event that such securities decline in value or a Portfolio determines not to
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complete an anticipatory hedge transaction relating to a futures contract, however, the Portfolio may realize a loss relating to the futures position.
A Portfolio is also authorized to purchase or sell call and put options on futures contracts including financial futures and stock indices in connection with its hedging activities. Generally, these strategies would be used under the same market and market sector conditions (i.e., conditions relating to specific types of investments) in which the Portfolio entered into futures transactions. A Portfolio may purchase put options or write (i.e., sell) call options on futures contracts and stock indices rather than selling the underlying futures contract in anticipation of a decrease in the market value of its securities. Similarly, a Portfolio can purchase call options, or write put options on futures contracts and stock indices, as a substitute for the purchase of such futures to hedge against the increased cost resulting from an increase in the market value of securities which the Portfolio intends to purchase.
A Portfolio may only write covered put and call options on futures contracts. A Portfolio will be considered covered with respect to a call option it writes on a futures contract if the Portfolio owns the assets that are deliverable under the futures contract or an option to purchase that futures contract having a strike price equal to or less than the strike price of the covered option and having an expiration date not earlier than the expiration date of the covered option, or if it segregates for the term of the option cash or other liquid assets equal to the fluctuating value of the optioned future. A Portfolio will be considered covered with respect to a put option it writes on a futures contract if it owns an option to sell that futures contract having a strike price equal to or greater than the strike price of the covered option, or if it segregates for the term of the option cash or other liquid assets at all times equal in value to the exercise price of the put (less any initial margin deposited by the Portfolio with its custodian with respect to such option). There is no limitation on the amount of a Portfolios assets that can be segregated.
Each Portfolio has claimed an exclusion from the definition of the term commodity pool operator under the Commodity Exchange Act (CEA) pursuant to Rule 4.5 under the CEA. The Manager is not, therefore, subject to registration or regulation as a commodity pool operator under the CEA and each Portfolio is operated so as not to be deemed to be a commodity pool under the regulations of the Commodity Futures Trading Commission.
FOREIGN EXCHANGE TRANSACTIONS . A Portfolio may engage in spot and forward foreign exchange transactions and currency swaps, purchase and sell options on currencies and purchase and sell currency futures and related options thereon (collectively, Currency Instruments) for purposes of hedging against the decline in the value of currencies in which its portfolio holdings are denominated against the U.S. dollar or, with respect to certain Portfolios, to seek to enhance returns. Such transactions could be effected with respect to hedges on non-U.S. dollar denominated securities owned by a Portfolio, sold by a Portfolio but not yet delivered, or committed or anticipated to be purchased by a Portfolio. As an illustration, a Portfolio may use such techniques to hedge the stated value in U.S. dollars of an investment in a yen-denominated security. In such circumstances, for example, the Portfolio may purchase a foreign currency put option enabling it to sell a specified amount of yen for dollars at a specified price by a future date. To the extent the hedge is successful, a loss in the value of the yen relative to the dollar will tend to be offset by an increase in the value of the put option. To offset, in whole or in part, the cost of acquiring such a put option, the Portfolio may also sell a call option which, if exercised, requires it to sell a specified amount of yen for dollars at a specified price by a future date (a technique called a straddle). By selling such a call option in this illustration, the Portfolio gives up the opportunity to profit without limit from increases in the relative value of the yen to the dollar. Straddles of the type that may be used by a Portfolio are considered to constitute hedging transactions and are consistent with the policies described above. No Portfolio will attempt to hedge all of its foreign portfolio positions.
FORWARD FOREIGN EXCHANGE TRANSACTIONS . Forward foreign exchange transactions are OTC contracts to purchase or sell a specified amount of a specified currency or multinational currency unit at a price and future date set at the time of the contract. Spot foreign exchange transactions are similar but require current, rather than future, settlement. A Portfolio will enter into foreign exchange transactions for purposes of hedging either a specific transaction or a portfolio position, or, with respect to certain Portfolios, to seek to enhance returns. A Portfolio may enter into a foreign exchange transaction for purposes of hedging a specific transaction by, for example, purchasing a currency needed to settle a security transaction or selling a currency in which the Portfolio has received or anticipates receiving a dividend or distribution. A Portfolio may enter into a foreign exchange transaction for purposes of hedging a portfolio position by selling forward a currency in which a portfolio position of the Portfolio is denominated or by purchasing a currency in which the Portfolio anticipates acquiring a portfolio position in the near future. A Portfolio may also hedge portfolio positions through currency swaps, which are transactions in which one currency is simultaneously bought for a second currency on a spot basis and sold for the second currency on a forward basis. Forward foreign exchange transactions involve substantial currency risk, and also involve credit and liquidity risk.
CURRENCY FUTURES . A Portfolio may also seek to enhance returns or hedge against the decline in the value of a currency against the U.S. dollar through use of currency futures or options thereon. Currency futures are similar to forward foreign exchange
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transactions except that futures are standardized, exchange-traded contracts. See Futures above. Currency futures involve substantial currency risk, and also involve leverage risk.
CURRENCY OPTIONS . A Portfolio may also seek to enhance returns or hedge against the decline in the value of a currency against the U.S. dollar through the use of currency options. Currency options are similar to options on securities, but in consideration for an option premium the writer of a currency option is obligated to sell (in the case of a call option) or purchase (in the case of a put option) a specified amount of a specified currency on or before the expiration date for a specified amount of another currency. A Portfolio may engage in transactions in options on currencies either on exchanges or OTC markets. See Types of Options above and Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives below. Currency options involve substantial currency risk, and may also involve credit, leverage or liquidity risk.
LIMITATIONS ON CURRENCY HEDGING . Most Portfolios will not speculate in Currency Instruments although certain Portfolios may use such instruments to seek to enhance returns. Accordingly, a Portfolio will not hedge a currency in excess of the aggregate market value of the securities that it owns (including receivables for unsettled securities sales), or has committed to or anticipates purchasing, which are denominated in such currency. A Portfolio may, however, hedge a currency by entering into a transaction in a Currency Instrument denominated in a currency other than the currency being hedged (a cross-hedge). A Portfolio will only enter into a cross-hedge if the Manager believes that (i) there is a demonstrable high correlation between the currency in which the cross-hedge is denominated and the currency being hedged, and (ii) executing a cross-hedge through the currency in which the cross-hedge is denominated will be significantly more cost-effective or provide substantially greater liquidity than executing a similar hedging transaction by means of the currency being hedged.
RISK FACTORS IN HEDGING FOREIGN CURRENCY RISKS. Hedging transactions involving Currency Instruments involve substantial risks, including correlation risk. While a Portfolios use of Currency Instruments to effect hedging strategies is intended to reduce the volatility of the net asset value of the Portfolios shares, the net asset value of the Portfolios shares will fluctuate. Moreover, although Currency Instruments will be used with the intention of hedging against adverse currency movements, transactions in Currency Instruments involve the risk that anticipated currency movements will not be accurately predicted and that the Portfolios hedging strategies will be ineffective. To the extent that a Portfolio hedges against anticipated currency movements that do not occur, the Portfolio may realize losses and decrease its total return as the result of its hedging transactions. Furthermore, a Portfolio will only engage in hedging activities from time to time and may not be engaging in hedging activities when movements in currency exchange rates occur.
In connection with its trading in forward foreign currency contracts, a Portfolio will contract with a foreign or domestic bank, or foreign or domestic securities dealer, to make or take future delivery of a specified amount of a particular currency. There are no limitations on daily price moves in such forward contracts, and banks and dealers are not required to continue to make markets in such contracts. There have been periods during which certain banks or dealers have refused to quote prices for such forward contracts or have quoted prices with an unusually wide spread between the price at which the bank or dealer is prepared to buy and that at which it is prepared to sell. Governmental imposition of credit controls might limit any such forward contract trading. With respect to its trading of forward contracts, if any, a Portfolio will be subject to the risk of bank or dealer failure and the inability of, or refusal by, a bank or dealer to perform with respect to such contracts. Any such default would deprive the Portfolio of any profit potential or force the Portfolio to cover its commitments for resale, if any, at the then market price and could result in a loss to the Portfolio.
It may not be possible for a Portfolio to hedge against currency exchange rate movements, even if correctly anticipated, in the event that (i) the currency exchange rate movement is so generally anticipated that the Portfolio is not able to enter into a hedging transaction at an effective price, or (ii) the currency exchange rate movement relates to a market with respect to which Currency Instruments are not available and it is not possible to engage in effective foreign currency hedging. The cost to a Portfolio of engaging in foreign currency transactions varies with such factors as the currencies involved, the length of the contract period and the market conditions then prevailing. Since transactions in foreign currency exchange usually are conducted on a principal basis, no fees or commissions are involved.
RISK FACTORS IN DERIVATIVES . Derivatives are volatile and involve significant risks, including:
Leverage Risk the risk associated with certain types of investments or trading strategies (such as borrowing money to increase the amount of investments) that relatively small market movements may result in large changes in the value of an investment. Certain investments or trading strategies that involve leverage can result in losses that greatly exceed the amount originally invested.
Liquidity Risk the risk that certain securities may be difficult or impossible to sell at the time that the seller would like or at the price that the seller believes the security is currently worth.
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Use of Derivatives for hedging purposes involves correlation risk. If the value of the Derivative moves more or less than the value of the hedged instruments, a Portfolio will experience a gain or loss that will not be completely offset by movements in the value of the hedged instruments.
A Portfolio intends to enter into transactions involving Derivatives only if there appears to be a liquid secondary market for such instruments or, in the case of illiquid instruments traded in OTC transactions, such instruments satisfy the criteria set forth below under Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives. However, there can be no assurance that, at any specific time, either a liquid secondary market will exist for a Derivative or the Portfolio will otherwise be able to sell such instrument at an acceptable price. It may therefore not be possible to close a position in a Derivative without incurring substantial losses, if at all.
FOREIGN INVESTMENT RISKS . Certain Portfolios may invest in foreign equity and/or debt securities. Foreign debt securities include certain foreign bank obligations and U.S. dollar or foreign currency-denominated obligations of foreign governments or their subdivisions, agencies and instrumentalities, international agencies and supranational entities.
Foreign Market Risk . Portfolios that may invest in foreign securities offer the potential for more diversification than a Portfolio that invests only in the United States because securities traded on foreign markets have often (though not always) performed differently than securities in the United States. However, such investments involve special risks not present in U.S. investments that can increase the chances that a Portfolio will lose money. In particular, a Portfolio is subject to the risk that, because there are generally fewer investors on foreign exchanges and a smaller number of shares traded each day, it may be difficult for the Portfolio to buy and sell securities on those exchanges. In addition, prices of foreign securities may fluctuate more than prices of securities traded in the United States.
Foreign Economy Risk . The economies of certain foreign markets often do not compare favorably with that of the United States with respect to such issues as growth of gross national product, reinvestment of capital, resources, and balance of payments position. Certain such economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers, and other protectionist or retaliatory measures. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets, or the imposition of punitive taxes. In addition, the governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain industries. Any of these actions could severely affect security prices, impair a Portfolios ability to purchase or sell foreign securities or transfer the Portfolios assets or income back into the United States, or otherwise adversely affect a Portfolios operations. Other foreign market risks include foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing favorable legal judgments in foreign courts, and political and social instability. Legal remedies available to investors in certain foreign countries may be less extensive than those available to investors in the United States or other foreign countries.
Currency Risk and Exchange Risk . Securities in which a Portfolio invests may be denominated or quoted in currencies other than the U.S. dollar. Changes in foreign currency exchange rates will affect the value of a Portfolios portfolio. Generally, when the U.S. dollar rises in value against a foreign currency, a security denominated in that currency loses value because the currency is worth fewer U.S. dollars. Conversely, when the U.S. dollar decreases in value against a foreign currency, a security denominated in that currency gains value because the currency is worth more U.S. dollars. This risk, generally known as currency risk, means that a stronger U.S. dollar will reduce returns for U.S. investors while a weak U.S. dollar will increase those returns.
Governmental Supervision and Regulation/Accounting Standards . Many foreign governments supervise and regulate stock exchanges, brokers and the sale of securities less than does the United States. Some countries may not have laws to protect investors comparable to the U.S. securities laws. For example, some foreign countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a companys securities based on nonpublic information about that company. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much detail as U.S. accounting standards, it may be harder for Portfolio management to completely and accurately determine a companys financial condition.
Certain Risks of Holding Portfolio Assets Outside the United States . A Portfolio generally holds its foreign securities and cash in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition, there may be limited or no regulatory oversight over their operations. Also, the laws of certain countries may put limits on a Portfolios ability to recover its assets if a foreign bank or depository or issuer of a security or any of their agents goes bankrupt. In addition, it is often more expensive for a Portfolio to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount a Portfolio can earn on
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its investments and typically results in a higher operating expense ratio for the Portfolio as compared to investment companies that invest only in the United States.
Settlement Risk . Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically generated by the settlement of U.S. investments. Communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates. Settlements in certain foreign countries at times have not kept pace with the number of securities transactions; these problems may make it difficult for a Portfolio to carry out transactions. If a Portfolio cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If a Portfolio cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Portfolio could be liable to that party for any losses incurred.
Dividends or interest on, or proceeds from the sale of, foreign securities may be subject to foreign withholding taxes, thereby reducing the amount available for distribution to shareholders.
Certain transactions in Derivatives (such as futures transactions or sales of put options) involve substantial leverage risk and may expose a Portfolio to potential losses, which exceed the amount originally invested by the Portfolio. When a Portfolio engages in such a transaction, the Portfolio will deposit in a segregated account at its custodian liquid securities with a value at least equal to the Portfolios exposure, on a mark-to-market basis, to the transaction (as calculated pursuant to requirements of the Commission). Such segregation will ensure that a Portfolio has assets available to satisfy its obligations with respect to the transaction, but will not limit the Portfolios exposure to loss.
Additional Risk Factors of OTC Transactions; Limitations on the Use of OTC Derivatives. Certain Derivatives traded in OTC markets, including indexed securities, swaps and OTC options, involve substantial liquidity risk. The absence of liquidity may make it difficult or impossible for a Portfolio to sell such instruments promptly at an acceptable price. The absence of liquidity may also make it more difficult for a Portfolio to ascertain a market value for such instruments. A Portfolio will, therefore, acquire illiquid OTC instruments (i) if the agreement pursuant to which the instrument is purchased contains a formula price at which the instrument may be terminated or sold, or (ii) for which the Manager anticipates the Portfolio can receive on each business day at least two independent bids or offers, unless a quotation from only one dealer is available, in which case that dealers quotation may be used.
Because Derivatives traded in OTC markets are not guaranteed by an exchange or clearing corporation and generally do not require payment of margin, to the extent that a Portfolio has unrealized gains in such instruments or has deposited collateral with its counterparty the Portfolio is at risk that its counterparty will become bankrupt or otherwise fail to honor its obligations. A Portfolio will attempt to minimize the risk that a counterparty will become bankrupt or otherwise fail to honor its obligations by engaging in transactions in Derivatives traded in OTC markets only with financial institutions that appear to have substantial capital or that have provided the Portfolio with a third-party guaranty or other credit enhancement.
DISTRESSED SECURITIES . A Portfolio may invest in securities, including corporate loans purchased in the secondary market, which are the subject of bankruptcy proceedings or otherwise in default as to the repayment of principal and/or interest at the time of acquisition by the Portfolio or are rated in the lower rating categories (Ca or lower by Moodys and CC or lower by SP or Fitch) or which, if unrated, are in the judgment of the Manager of equivalent quality (Distressed Securities). Investment in Distressed Securities is speculative and involves significant risks. Distressed Securities frequently do not produce income while they are outstanding and may require a Portfolio to bear certain extraordinary expenses in order to protect and recover its investment.
A Portfolio will generally make such investments only when the Manager believes it is reasonably likely that the issuer of the Distressed Securities will make an exchange offer or will be the subject of a plan of reorganization pursuant to which the Portfolio will receive new securities. However, there can be no assurance that such an exchange offer will be made or that such a plan of reorganization will be adopted. In addition, a significant period of time may pass between the time at which a Portfolio makes its investment in Distressed Securities and the time that any such exchange offer or plan of reorganization is completed. During this period, it is unlikely that a Portfolio will receive any interest payments on the Distressed Securities, the Portfolio will be subject to significant uncertainty as to whether or not the exchange offer or plan of reorganization will be completed and the Portfolio may be required to bear certain extraordinary expenses to protect and recover its investment. Even if an exchange offer is made or plan of reorganization is adopted with respect to Distressed Securities held by a Portfolio, there can be no assurance that the securities or other assets received by a Portfolio in connection with such exchange offer or plan of reorganization will not have a lower value or income potential than may have been anticipated when the investment was made. Moreover, any securities received by a Portfolio upon completion of an exchange offer or plan of reorganization may be restricted as to resale. As a result of a Portfolios participation
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in negotiations with respect to any exchange offer or plan of reorganization with respect to an issuer of Distressed Securities, the Portfolio may be restricted from disposing of such securities.
ILLIQUID OR RESTRICTED SECURITIES . Each Portfolio may invest in securities that lack an established secondary trading market or otherwise are considered illiquid. Liquidity of a security relates to the ability to dispose easily of the security and the price to be obtained upon disposition of the security, which may be less than would be obtained for a comparable more liquid security. Illiquid securities may trade at a discount from comparable, more liquid investments. Investment of a Portfolios assets in illiquid securities may restrict the ability of the Portfolio to dispose of its investments in a timely fashion and for a fair price as well as its ability to take advantage of market opportunities. The risks associated with illiquidity will be particularly acute where a Portfolios operations require cash, such as when the Portfolio redeems shares or pays dividends, and could result in the Portfolio borrowing to meet short term cash requirements or incurring capital losses on the sale of illiquid investments. A Portfolio may invest in securities that are not registered (restricted securities) under the Securities Act of 1933, as amended (the Securities Act).
Restricted securities may be sold in private placement transactions between issuers and their purchasers and may be neither listed on an exchange nor traded in other established markets. In many cases, privately placed securities may not be freely transferable under the laws of the applicable jurisdiction or due to contractual restrictions on resale. As a result of the absence of a public trading market, privately placed securities may be less liquid and more difficult to value than publicly traded securities. To the extent that privately placed securities may be resold in privately negotiated transactions, the prices realized from the sales, due to illiquidity, could be less than those originally paid by the Portfolio or less than their fair market value. In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor protection requirements that may be applicable if their securities were publicly traded. If any privately placed securities held by a Portfolio are required to be registered under the securities laws of one or more jurisdictions before being resold, the Portfolio may be required to bear the expenses of registration. Certain of the Portfolios investments in private placements may consist of direct investments and may include investments in smaller, less seasoned issuers, which may involve greater risks. These issuers may have limited product lines, markets or financial resources or they may be dependent on a limited management group. In making investments in such securities, a Portfolio may obtain access to material nonpublic information, which may restrict the Portfolios ability to conduct portfolio transactions in such securities.
Specific Portfolio Limits: Each Portfolio, other than the Money Market Portfolio and SP T. Rowe Price Large Cap Growth Portfolio, may hold up to 15% of net assets in illiquid securities. The Money Market Portfolio and SP T. Rowe Price Large Cap Growth Portfolio may hold up to 10% of their net assets in illiquid securities.
INITIAL PUBLIC OFFERING RISK . The volume of initial public offerings and the levels at which the newly issued stocks trade in the secondary market are affected by the performance of the stock market overall. If initial public offerings are brought to the market, availability may be limited and the Portfolio may not be able to buy any shares at the offering price, or if it is able to buy shares, it may not be able to buy as many shares at the offering price as it would like. In addition, the prices of securities involved in initial public offerings are often subject to greater and more unpredictable price changes than more established stocks.
INVESTMENT IN EMERGING MARKETS . Certain Portfolios may invest in the securities of issuers domiciled in various countries with emerging capital markets. Specifically, a country with an emerging capital market is any country that the World Bank, the International Finance Corporation, the United Nations or its authorities has determined to have a low or middle income economy. Countries with emerging markets can be found in regions such as Asia, Latin America, Eastern Europe and Africa.
Investments in the securities of issuers domiciled in countries with emerging capital markets involve certain additional risks not involved in investments in securities of issuers in more developed capital markets, such as (i) low or non-existent trading volume, resulting in a lack of liquidity and increased volatility in prices for such securities, as compared to securities of comparable issuers in more developed capital markets, (ii) uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments, (iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments, (iv) national policies that may limit a Portfolios investment opportunities such as restrictions on investment in issuers or industries deemed sensitive to national interests, and (v) the lack or relatively early development of legal structures governing private and foreign investments and private property. In addition to withholding taxes on investment income, some countries with emerging markets may impose differential capital gains taxes on foreign investors.
Such capital markets are emerging in a dynamic political and economic environment brought about by events over recent years that have reshaped political boundaries and traditional ideologies. In such a dynamic environment, there can be no assurance that these capital markets will continue to present viable investment opportunities for a Portfolio. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims of the property owners have never been fully settled. There is
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no assurance that such expropriations will not reoccur. In such an event, it is possible that a Portfolio could lose the entire value of its investments in the affected markets.
Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject. In certain countries with emerging capital markets, reporting standards vary widely. As a result, traditional investment measurements used in the United States, such as price/earnings ratios, may not be applicable. Emerging market securities may be substantially less liquid and more volatile than those of mature markets, and companies may be held by a limited number of persons. This may adversely affect the timing and pricing of the Portfolios acquisition or disposal of securities.
Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because a Portfolio will need to use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with other factors, could result in ownership registration being completely lost. A Portfolio would absorb any loss resulting from such registration problems and may have no successful claim for compensation.
Restrictions on Certain Investments . A number of publicly traded closed-end investment companies have been organized to facilitate indirect foreign investment in developing countries, and certain of such countries, such as Thailand, South Korea, Chile and Brazil have specifically authorized such Portfolios. There also are investment opportunities in certain of such countries in pooled vehicles that resemble open-end investment companies. In accordance with the Investment Company Act, a Portfolio may invest up to 10% of its total assets in securities of other investment companies, not more than 5% of which may be invested in any one such company. In addition, under the Investment Company Act, a Portfolio may not own more than 3% of the total outstanding voting stock of any investment company. These restrictions on investments in securities of investment companies may limit opportunities for a Portfolio to invest indirectly in certain developing countries. New shares of certain investment companies may at times be acquired only at market prices representing premiums to their net asset values. If a Portfolio acquires shares of other investment companies, shareholders would bear both their proportionate share of expenses of the Portfolio (including management and advisory fees) and, indirectly, the expenses of such other investment companies. SEE ALSO INVESTMENTS IN OTHER INVESTMENT COMPANIES.
Risks of Investing in Asia-Pacific Countries . In addition to the risks of foreign investing and the risks of investing inemerging markets, the developing market Asia-Pacific countries in which a Portfolio may invest are subject to certain additional or specific risks. Certain Portfolios may make substantial investments in Asia-Pacific countries. There is a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a high concentration of investors and financial intermediaries. Many of these markets also may be affected by developments with respect to more established markets in the region such as in Japan and Hong Kong. Brokers in developing market Asia-Pacific countries typically are fewer in number and less well capitalized than brokers in the United States. These factors, combined with the U.S. regulatory requirements for open-end investment companies and the restrictions on foreign investment discussed below, result in potentially fewer investment opportunities for a Portfolio and may have an adverse impact on the investment performance of the Portfolio.
Many of the developing market Asia-Pacific countries may be subject to a greater degree of economic, political and social instability than is the case in the United States and Western European countries. Such instability may result from, among other things: (i) authoritarian governments or military involvement in political and economic decision-making, including changes in government through extra-constitutional means; (ii) popular unrest associated with demands for improved political, economic and social conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring countries; and (v) ethnic, religious and racial disaffection. In addition, the governments of many of such countries, such as Indonesia, have a heavy role in regulating and supervising the economy. Another risk common to most such countries is that the economy is heavily export oriented and, accordingly, is dependent upon international trade. The existence of overburdened infrastructure and obsolete financial systems also present risks in certain countries, as do environmental problems. Certain economies also depend to a significant degree upon exports of primary commodities and, therefore, are vulnerable to changes in commodity prices that, in turn, may be affected by a variety of factors.
The legal systems in certain developing market Asia-Pacific countries also may have an adverse impact on the Portfolio. For example, while the potential liability of a shareholder in a U.S. corporation with respect to acts of the corporation is generally limited to the amount of the shareholders investment, the notion of limited liability is less clear in certain emerging market Asia-Pacific countries. Similarly, the rights of investors in developing market Asia-Pacific companies may be more limited than those of shareholders of U.S. corporations. It may be difficult or impossible to obtain and/or enforce a judgment in a developing market Asia-Pacific country.
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Governments of many developing market Asia-Pacific countries have exercised and continue to exercise substantial influence over many aspects of the private sector. In certain cases, the government owns or controls many companies, including the largest in the country. Accordingly, government actions in the future could have a significant effect on economic conditions in developing market Asia-Pacific countries, which could affect private sector companies and a Portfolio itself, as well as the value of securities in the Portfolios portfolio. In addition, economic statistics of developing market Asia-Pacific countries may be less reliable than economic statistics of more developed nations.
In addition to the relative lack of publicly available information about developing market Asia-Pacific issuers and the possibility that such issuers may not be subject to the same accounting, auditing and financial reporting standards as U.S. companies, inflation accounting rules in some developing market Asia-Pacific countries require companies that keep accounting records in the local currency, for both tax and accounting purposes, to restate certain assets and liabilities on the companys balance sheet in order to express items in terms of currency of constant purchasing power. Inflation accounting may indirectly generate losses or profits for certain developing market Asia-Pacific companies.
Satisfactory custodial services for investment securities may not be available in some developing Asia-Pacific countries, which may result in the Portfolio incurring additional costs and delays in providing transportation and custody services for such securities outside such countries.
Certain developing Asia-Pacific countries, such as the Philippines, India and Turkey, are especially large debtors to commercial banks and foreign governments.
Portfolio management may determine that, notwithstanding otherwise favorable investment criteria, it may not be practicable or appropriate to invest in a particular developing Asia-Pacific country. A Portfolio may invest in countries in which foreign investors, including management of the Portfolio, have had no or limited prior experience.
Restrictions on Foreign Investments in Asia-Pacific Countries . Some developing Asia-Pacific countries prohibit or impose substantial restrictions on investments in their capital markets, particularly their equity markets, by foreign entities such as a Portfolio. As illustrations, certain countries may require governmental approval prior to investments by foreign persons or limit the amount of investment by foreign persons in a particular company or limit the investment by foreign persons to only a specific class of securities of a company which may have less advantageous terms (including price) than securities of the company available for purchase by nationals. There can be no assurance that a Portfolio will be able to obtain required governmental approvals in a timely manner. In addition, changes to restrictions on foreign ownership of securities subsequent to a Portfolios purchase of such securities may have an adverse effect on the value of such shares. Certain countries may restrict investment opportunities in issuers or industries deemed important to national interests.
The manner in which foreign investors may invest in companies in certain developing Asia-Pacific countries, as well as limitations on such investments, also may have an adverse impact on the operations of a Portfolio. For example, a Portfolio may be required in certain of such countries to invest initially through a local broker or other entity and then have the shares purchased re-registered in the name of the Portfolio. Re-registration may in some instances not be able to occur on a timely basis, resulting in a delay during which a Portfolio may be denied certain of its rights as an investor, including rights as to dividends or to be made aware of certain corporate actions. There also may be instances where a Portfolio places a purchase order but is subsequently informed, at the time of re-registration, that the permissible allocation of the investment to foreign investors has been filled, depriving the Portfolio of the ability to make its desired investment at that time.
Substantial limitations may exist in certain countries with respect to a Portfolios ability to repatriate investment income, capital or the proceeds of sales of securities by foreign investors. A Portfolio could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Portfolio of any restrictions on investments. For example, in September 1998, Malaysia imposed currency controls that limited a Portfolios ability to repatriate proceeds of Malaysian investments. It is possible that Malaysia, or certain other countries may impose similar restrictions or other restrictions relating to their currencies or to securities of issuers in those countries. To the extent that such restrictions have the effect of making certain investments illiquid, securities may not be available to meet redemptions. Depending on a variety of financial factors, the percentage of a Portfolios portfolio subject to currency controls may increase. In the event other countries impose similar controls, the portion of the Portfolios assets that may be used to meet redemptions may be further decreased. Even where there is no outright restriction on repatriation of capital, the mechanics of repatriation may affect certain aspects of the operations of a Portfolio. For example, Portfolios may be withdrawn from the Peoples Republic of China only in U.S. or Hong Kong dollars and only at an exchange rate established by the government once each week. In certain countries, banks or other financial institutions may be among the leading companies or have actively traded securities. The Investment Company Act restricts a Portfolios investments in any equity securities of an issuer that, in its most recent fiscal year, derived more than 15% of its revenues from securities related
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activities, as defined by the rules thereunder. These provisions may restrict a Portfolios investments in certain foreign banks and other financial institutions.
Risks of Investments in Russia . A Portfolio may invest a portion of its assets in securities issued by companies located in Russia. Because of the recent formation of the Russian securities markets as well as the underdeveloped state of Russias banking system, settlement, clearing and registration of securities transactions are subject to significant risks. Ownership of shares is defined according to entries in the companys share register and normally evidenced by extracts from the register. These extracts are not negotiable instruments and are not effective evidence of securities ownership. The registrars are not necessarily subject to effective state supervision nor are they licensed with any governmental entity. Also, there is no central registration system for shareholders and it is possible fora Portfolio to lose its registration through fraud, negligence or mere oversight. Whilea Portfolio will endeavor to ensure that its interest continues to be appropriately recorded either itself or through a custodian or other agent inspecting the share register and by obtaining extracts of share registers through regular confirmations, these extracts have no legal enforceability and it is possible that subsequent illegal amendment or other fraudulent act may deprivea Portfolio of its ownership rights or improperly dilute its interest. In addition, while applicable Russian regulations impose liability on registrars for losses resulting from their errors, it may be difficult fora Portfolio to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration. Whilea Portfolio intends to invest directly in Russian companies that use an independent registrar, there can be no assurance that such investments will not result in a loss toa Portfolio.
INVESTMENT IN OTHER INVESTMENT COMPANIES . Each Portfolio may invest in other investment companies, including exchange traded Portfolios. In accordance with the1940 Act, a Portfolio may invest up to 10% of its total assets in securities of other investment companies. In addition, under the1940 Act a Portfolio may not own more than 3% of the total outstanding voting stock of any investment company and not more than 5% of the value of the Portfolios total assets may be invested in securities of any investment company. (These limits do not restrict a Feeder Portfolio from investing all of its assets in shares of its Master Portfolio.) Each Portfolio has received an exemptive order from the Commission permitting it to invest in affiliated registered money market Portfolios and short-term bond Portfolios without regard to such limitations, provided however, that in all cases the Portfolios aggregate investment of cash in shares of such investment companies shall not exceed 25% of the Portfolios total assets at any time. As with other investments, investments in other investment companies are subject to market and selection risk. In addition, if a Portfolio acquires shares in investment companies, shareholders would bear both their proportionate share of expenses in the Portfolio (including management and advisory fees) and, indirectly, the expenses of such investment companies (including management and advisory fees). Investments by a Portfolio in wholly owned investment entities created under the laws of certain countries will not be deemed an investment in other investment companies. SEE ALSO RESTRICTIONS ON CERTAIN INVESTMENTS.
JUNK BONDS . Junk bonds are debt securities that are rated below investment grade by the major rating agencies or are unrated securities thatthe Managerbelieves are of comparable quality. Although junk bonds generally pay higher rates of interest than investment grade bonds, they are high risk investments that may cause income and principal losses for a Portfolio. The major risks in junk bond investments include the following:
Junk bonds are issued by less credit worthy companies. These securities are vulnerable to adverse changes in the issuers industry and to general economic conditions. Issuers of junk bonds may be unable to meet their interest or principal payment obligations because of an economic downturn, specific issuer developments or the unavailability of additional financing.
The issuers of junk bonds may have a larger amount of outstanding debt relative to their assets than issuers of investment grade bonds. If the issuer experiences financial stress, it may be unable to meet its debt obligations. The issuers ability to pay its debt obligations also maybe lessened by specific issuer developments, or the unavailability of additional financing.
Junk bonds are frequently ranked junior to claims by other creditors. If the issuer cannot meet its obligations, the senior obligations are generally paid off before the junior obligations.
Junk bonds frequently have redemption features that permit an issuer to repurchase the security from a Portfolio before it matures. If an issuer redeems the junk bonds, a Portfolio may have to invest the proceeds in bonds with lower yields and may lose income.
Prices of junk bonds are subject to extreme price fluctuations. Negative economic developments may have a greater impact on the prices of junk bonds than on other higher rated fixed income securities.
Junk bonds may be less liquid than higher rated fixed income securities even under normal economic conditions. There are fewer dealers in the junk bond market, and there may be significant differences in the prices quoted for junk bonds by the dealers. Because they are less liquid, judgment may play a greater role in valuing certain of a Portfolios portfolio securities than in the case of securities trading in a more liquid market.
A Portfolio may incur expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer.
MONEY MARKET INSTRUMENTS . Certain Portfolios may invest in money market instruments. Money market instruments include cash equivalents and short-term obligations of U.S. banks, certificates of deposit, short-term obligations issued or guaranteed by the U.S. Government or its agencies. Money market instruments also include bankers acceptances, commercial paper, certificates of
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deposit and Eurodollar obligations issued or guaranteed by bank holding companies in the U.S., their subsidiaries and foreign branches, by foreign banking institutions, and by the World Bank and other multinational instrumentalities, as well as commercial paper and other short-term obligations of, and variable amount master demand notes, variable rate notes and similar agreements issued by, U.S. and foreign corporations.
MORTGAGE-BACKED SECURITIES . Investing in mortgage-backed securities involves certain unique risks in addition to those generally associated with investing in fixed-income securities and in the real estate industry in general. These unique risks include the failure of a party to meet its commitments under the related operative documents, adverse interest rate changes and the effects of prepayments on mortgage cash flows. Mortgage-backed securities are pass-through securities, meaning that principal and interest payments made by the borrower on the underlying mortgages are passed through to a Portfolio. The value of mortgage-backed securities, like that of traditional fixed-income securities, typically increases when interest rates fall and decreases when interest rates rise. However, mortgage-backed securities differ from traditional fixed-income securities because of their potential for prepayment without penalty. The price paid by a Portfolio for its mortgage-backed securities, the yield the Portfolio expects to receive from such securities and the average life of the securities are based on a number of factors, including the anticipated rate of prepayment of the underlying mortgages. In a period of declining interest rates, borrowers may prepay the underlying mortgages more quickly than anticipated, thereby reducing the yield to maturity and the average life of the mortgage-backed securities. Moreover, when a Portfolio reinvests the proceeds of a prepayment in these circumstances, it will likely receive a rate of interest that is lower than the rate on the security that was prepaid.
To the extent that a Portfolio purchases mortgage-backed securities at a premium, mortgage foreclosures and principal prepayments may result in a loss to the extent of the premium paid. If a Portfolio buys such securities at a discount, both scheduled payments of principal and unscheduled prepayments will increase current and total returns and will accelerate the recognition of income which, when distributed to shareholders, will be taxable as ordinary income. In a period of rising interest rates, prepayments of the underlying mortgages may occur at a slower than expected rate, creating maturity extension risk. This particular risk may effectively change a security that was considered short or intermediate-term at the time of purchase into a long-term security. Since long-term securities generally fluctuate more widely in response to changes in interest rates than shorter-term securities, maturity extension risk could increase the inherent volatility of the Portfolio. Under certain interest rate and prepayment scenarios, a Portfolio may fail to recoup fully its investment in mortgage-backed securities notwithstanding any direct or indirect governmental or agency guarantee.
Most mortgage-backed securities are issued by Federal government agencies such as the Government National Mortgage Association (Ginnie Mae), or by government sponsored enterprises such as the Federal Home Loan Mortgage Corporation (Freddie Mac) or the Federal National Mortgage Association (Fannie Mae). Principal and interest payments on mortgage-backed securities issued by the Federal government and some Federal government agencies, such as Ginnie Mae, are guaranteed by the Federal government and backed by the full faith and credit of the United States. Mortgage-backed securities issued by other government agencies or government sponsored enterprises, such as Freddie Mac or Fannie Mae, are backed only by the credit of the government agency or enterprise and are not backed by the full faith and credit of the United States. Such securities generally have very little credit risk, but may be subject to substantial interest rate risks. Private mortgage-backed securities are issued by private corporations rather than government agencies and are subject to credit risk and interest rate risk.
MUNICIPAL SECURITIES . Certain Portfolios may, from time to time, invest in municipal bonds including general obligation and revenue bonds. General obligation bonds are secured by the issuers pledge of its faith, credit and taxing power for the payment of principal and interest, whereas revenue bonds are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. A Portfolio may also invest in municipal notes including tax, revenue and bond anticipation notes which are issued to obtain Portfolios for various public purposes.
Municipal securities include notes and bonds issued by or on behalf of states, territories and possessions of the United States and their political subdivisions, agencies and instrumentalities and the District of Columbia, the interest on which is generally eligible for exclusion from federal income tax and, in certain instances, applicable state or local income and personal property taxes. Such securities are traded primarily in the over-the-counter market.
The interest rates payable on certain municipal bonds and municipal notes are not fixed and may fluctuate based upon changes in market rates. Municipal bonds and notes of this type are called variable rate obligations. The interest rate payable on a variable rate obligation is adjusted either at predesignated intervals or whenever there is a change in the market rate of interest on which the interest rate payable is based. Other features may include the right wherebya Portfolio may demand prepayment of the principal amount of the obligation prior to its stated maturity (a demand feature) and the right of the issuer to prepay the principal amount prior to maturity. The principal benefit of a variable rate obligation is that the interest rate adjustment minimizes changes in the market value of the obligation. As a result, the purchase of variable rate obligations should enhance the ability ofa Portfolio to maintain a stable NAV per share and to sell an obligation prior to maturity at a price approximating the full principal amount of the obligation.
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Variable or floating rate securities includeparticipation interests therein and inverse floaters. Floating rate securities normally have a rate of interest that is set as a specific percentage of a designated base rate, such as the rate on Treasury Bonds or Bills. The interest rate on floating rate securities changes whenever there is a change in the designated base interest rate. Variable rate securities provide for a specific periodic adjustment in the interest rate based on prevailing market rates and generally would allowa Portfolio to demand payment of the obligation on short notice at par plus accrued interest, which amount may, at times, be more or less than the amount the Portfolio paid for them. Some floating rate and variable rate securities have maturities longer than 397 calendar days but afford the holder the right to demand payment at dates earlier than the final maturity date. Such floating rate and variable rate securities will be treated as having maturities equal to the demand date or the period of adjustment of the interest rate whichever is longer.
An inverse floater is a debt instrument with a floating or variable interest rate that moves in the opposite direction of the interest rate on another security or the value of an index. Changes in the interest rate on the other security or index inversely affect the residual interest rate paid on the inverse floater, with the result that the inverse floaters price will be considerably more volatile than that of a fixed rate bond. Generally, income from inverse floating rate bonds will decrease when short-term interest rates increase, and will increase when short-term interest rates decrease. Such securities have the effect of providing a degree of investment leverage, since they may increase or decrease in value in response to changes, as an illustration, in market interest rates at a rate that is a multiple (typically two) of the rate at which fixed-rate, long-term, tax-exempt securities increase or decrease in response to such changes. As a result, the market values of such securities generally will be more volatile than the market values of fixed-rate tax-exempt securities.
REAL ESTATE RELATED SECURITIES . Although no Portfolio may invest directly in real estate, certain Portfolios may invest in equity securities of issuers that are principally engaged in the real estate industry. Therefore, an investment in such a Portfolio is subject to certain risks associated with the ownership of real estate and with the real estate industry in general. These risks include, among others: possible declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage Portfolios or other limitations on access to capital; overbuilding; risks associated with leverage; market illiquidity; extended vacancies of properties; increase in competition, property taxes, capital expenditures and operating expenses; changes in zoning laws or other governmental regulation; costs resulting from the clean-up of, and liability to third parties for damages resulting from, environmental problems; tenant bankruptcies or other credit problems; casualty or condemnation losses; uninsured damages from floods, earthquakes or other natural disasters; limitations on and variations in rents, including decreases in market rates for rents; investment in developments that are not completed or that are subject to delays in completion; and changes in interest rates. To the extent that assets underlying a Portfolios investments are concentrated geographically, by property type or in certain other respects, the Portfolio may be subject to certain of the foregoing risks to a greater extent. Investments by a Portfolio in securities of companies providing mortgage servicing will be subject to the risks associated with refinancings and their impact on servicing rights. In addition, if a Portfolio receives rental income or income from the disposition of real property acquired as a result of a default on securities the Portfolio owns, the receipt of such income may adversely affect the Portfolios ability to retain its tax status as a regulated investment company because of certain income source requirements applicable to regulated investment companies under the Code.
REAL ESTATE INVESTMENT TRUSTS (REITS) . Investing in REITs involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. Equity REITs may be affected by changes in the value of the underlying property owned by the REITs, while mortgage REITs may be affected by the quality of any credit extended. REITs are dependent upon management skills, may not be diversified geographically or by property type, and are subject to heavy cash flow dependency, default by borrowers and self-liquidation. REITs must also meet certain requirements under the Code to avoid entity level tax and be eligible to pass-through certain tax attributes of their income to shareholders. REITs are consequently subject to the risk of failing to meet these requirements for favorable tax treatment and of failing to maintain their exemptions from registration under the Investment Company Act. REITs are also subject to the risks of changes in the Code, affecting their tax status.
REITs (especially mortgage REITs) are also subject to interest rate risks. When interest rates decline, the value of a REITs investment in fixed rate obligations can be expected to rise. Conversely, when interest rates rise, the value of a REITs investment in fixed rate obligations can be expected to decline. In contrast, as interest rates on adjustable rate mortgage loans are reset periodically, yields on a REITs investments in such loans will gradually align themselves to reflect changes in market interest rates, causing the value of such investments to fluctuate less dramatically in response to interest rate fluctuations than would investments in fixed rate obligations.
Investing in certain REITs involves risks similar to those associated with investing in small capitalization companies. These REITs may have limited financial resources, may trade less frequently and in limited volume and may be subject to more abrupt or erratic price movements than larger company securities. Historically, small capitalization stocks, such as these REITs, have been more volatile in price than the larger capitalization stocks included in the S&P 500 Index. The management of a REIT may be subject to conflicts of interest with respect to the operation of the business of the REIT and may be involved in real estate activities competitive with the
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REIT. REITs may own properties through joint ventures or in other circumstances in which the REIT may not have control over its investments. REITs may incur significant amounts of leverage.
REPURCHASE AGREEMENTS . A Portfolio may invest in securities pursuant to repurchase agreements. A Portfolio will enter into repurchase agreements only with parties meeting creditworthiness standards as set forth in the Portfolios repurchase agreement procedures.
Under such agreements, the other party agrees, upon entering into the contract with a Portfolio, to repurchase the security at a mutually agreed-upon time and price in a specified currency, thereby determining the yield during the term of the agreement. This results in a fixed rate of return insulated from market fluctuations during such period, although such return may be affected by currency fluctuations. In the case of repurchase agreements, the prices at which the trades are conducted do not reflect accrued interest on the underlying obligation. Such agreements usually cover short periods, such as under one week. Repurchase agreements may be construed to be collateralized loans by the purchaser to the seller secured by the securities transferred to the purchaser.
In the case of a repurchase agreement, as a purchaser, a Portfolio will require all repurchase agreements to be fully collateralized at all times by cash or other liquid assets in an amount at least equal to the resale price. The seller is required to provide additional collateral if the market value of the securities falls below the repurchase price at any time during the term of the repurchase agreement. In the event of default by the seller under a repurchase agreement construed to be a collateralized loan, the underlying securities are not owned by the Portfolio but only constitute collateral for the sellers obligation to pay the repurchase price. Therefore, the Portfolio may suffer time delays and incur costs or possible losses in connection with disposition of the collateral.
A Portfolio may participate in a joint repurchase agreement account with other investment companies managed by PI pursuant to an order of the Commission. On a daily basis, any uninvested cash balances of the Portfolio may be aggregated with those of such investment companies and invested in one or more repurchase agreements. Each Portfolio participates in the income earned or accrued in the joint account based on the percentage of its investment.
DOLLAR ROLLS . Certain Portfolios may enter into dollar rolls. In a dollar roll,a Portfolio sells securities for delivery in the current month and simultaneously contracts to repurchase substantially similar (same type and coupon) securities on a specified future date from the same party. During the roll period, a Portfolio foregoes principal and interest paid on the securities. A Portfolio is compensated by the difference between the current sale price and the forward price for the future purchase (often referred to as the drop) as well as by the interest earned on the cash proceeds of the initial sale. The Portfolio will establish a segregated account in which it will maintain cash or other liquid assets, marked to market daily, having a value equal to its obligations in respect of dollar rolls.
Dollar rolls involve the risk that the market value of the securities retained by the Portfolio may decline below the price of the securities, the Portfolio has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a dollar roll files for bankruptcy or becomes insolvent, the Portfolios use of the proceeds of the agreement may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Portfolios obligation to repurchase the securities. Cash proceeds from dollar rolls may be invested in cash or other liquid assets.
SECURITIES LENDING . Consistent with applicable regulatory requirements,a Portfolio may lend its portfolio securities to brokers, dealers and financial institutions, provided that outstanding loans of a Portfolio do not exceed in the aggregate 33 1 / 3 % of the value of a Portfolios total assets and provided that such loans are callable at any time by a Portfolio and are at all times secured by cash or equivalent collateral (including a line of credit) that is equal to at least 100% of the market value, determined daily, of the loaned securities. During the time portfolio securities are on loan, the borrower will pay a Portfolio an amount equivalent to any dividend or interest paid on such securities and a Portfolio may invest the cash collateral and earn additional income, or it may receive an agreed-upon amount of interest income from the borrower. The advantage of such loans is thata Portfolio continues to receive payments in lieu of the interest and dividends of the loaned securities, while at the same time earning interest either directly from the borrower or on the collateral which will be invested in short-term obligations.
A loan may be terminated by the borrower on one business days notice or by a Portfolio at any time. If the borrower fails to maintain the requisite amount of collateral, the loan automatically terminates, and a Portfolio could use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost over collateral. As with any extensions of credit, there are risks of delay in recovery and in some cases loss of rights in the collateral should the borrower of the securities fail financially. However, these loans of portfolio securities will only be made to firms determined to be creditworthy pursuant to procedures approved by the Board of a Portfolio. On termination of the loan, the borrower is required to return the securities to a Portfolio, and any gain or loss in the market price during the loan would inure to a Portfolio. Since voting or consent rights which accompany loaned securities pass to the borrower,a Portfolio will follow the policy of calling the loan, in whole or in part as may be appropriate, to permit the exercise of
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such rights if the matters involved would have a material effect ona Portfolios investment in the securities which are the subject of the loan.A Portfolio will pay reasonable finders, administrative and custodial fees in connection with a loan of its securities or may share the interest earned on collateral with the borrower.
SECURITIES OF SMALLER OR EMERGING GROWTH COMPANIES . Investment in smaller or emerging growth companies involves greater risk than is customarily associated with investments in more established companies. The securities of smaller or emerging growth companies may be subject to more abrupt or erratic market movements than larger, more established companies or the market average in general. These companies may have limited product lines, markets or financial resources, or they may be dependent on a limited management group.
While smaller or emerging growth company issuers may offer greater opportunities for capital appreciation than large cap issuers, investments in smaller or emerging growth companies may involve greater risks and thus may be considered speculative.The Managerbelieves that properly selected companies of this type have the potential to increase their earnings or market valuation at a rate substantially in excess of the general growth of the economy. Full development of these companies and trends frequently takes time.
Small cap and emerging growth securities will often be traded only in the over-the-counter market or on a regional securities exchange and may not be traded every day or in the volume typical of trading on a national securities exchange. As a result, the disposition by a Portfolio of portfolio securities to meet redemptions or otherwise may requirea Portfolio to make many small sales over a lengthy period of time, or to sell these securities at a discount from market prices or during periods when, in the Managersjudgment, such disposition is not desirable.
While the process of selection and continuous supervision by the Manager does not, of course, guarantee successful investment results, it does provide access to an asset class not available to the average individual due to the time and cost involved. Careful initial selection is particularly important in this area as many new enterprises have promise but lack certain of the Portfolioamental factors necessary to prosper. Investing in small cap and emerging growth companies requires specialized research and analysis. In addition, many investors cannot invest sufficient assets in such companies to provide wide diversification.
Small companies are generally little known to most individual investors although some may be dominant in their respective industries.The Managerbelieves that relatively small companies will continue to have the opportunity to develop into significant business enterprises. A Portfolio may invest in securities of small issuers in the relatively early stages of business development that have a new technology, a unique or proprietary product or service, or a favorable market position. Such companies may not be counted upon to develop into major industrial companies, but Portfolio management believes that eventual recognition of their special value characteristics by the investment community can provide above-average long-term growth to the portfolio.
Equity securities of specific small cap issuers may present different opportunities for long-term capital appreciation during varying portions of economic or securities markets cycles, as well as during varying stages of their business development. The market valuation of small cap issuers tends to fluctuate during economic or market cycles, presenting attractive investment opportunities at various points during these cycles.
Smaller companies, due to the size and kinds of markets that they serve, may be less susceptible than large companies to intervention from the Federal government by means of price controls, regulations or litigation.
SHORT SALES AND SHORT SALES AGAINST-THE-BOX . Certain Portfolios may make short sales of securities, either as a hedge against potential declines in value of a portfolio security or to realize appreciation when a security that the Portfolio does not own declines in value. When a Portfolio makes a short sale, it borrows the security sold short and delivers it to the broker-dealer through which it made the short sale. A Portfolio may have to pay a fee to borrow particular securities and is often obligated to turn over any payments received on such borrowed securities to the lender of the securities.
A Portfolio secures its obligation to replace the borrowed security by depositing collateral with the broker-dealer, usually in cash, U.S. Government securities or other liquid securities similar to those borrowed. With respect to the uncovered short positions, a Portfolio is required to (1) deposit similar collateral with its custodian or otherwise segregate collateral on its records, to the extent that the value of the collateral in the aggregate is at all times equal to at least 100% of the current market value of the security sold short, or (2) a Portfolio must otherwise cover its short position. Depending on arrangements made with the broker-dealer from which the Portfolio borrowed the security, regarding payment over of any payments received bya Portfolio on such security, a Portfolio may not receive any payments (including interest) on its collateral deposited with such broker-dealer. Because making short sales in securities that it does not own exposes a Portfolio to the risks associated with those securities, such short sales involve speculative exposure risk. As a result, if a Portfolio makes short sales in securities that increase in value, it will likely underperform similar mutual
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Portfolios that do not make short sales in securities they do not own. A Portfolio will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Portfolio replaces the borrowed security. A Portfolio will realize a gain if the security declines in price between those dates. There can be no assurance that a Portfolio will be able to close out a short sale position at any particular time or at an acceptable price. Although a Portfolios gain is limited to the price at which it sold the security short, its potential loss is limited only by the maximum attainable price of the security, less the price at which the security was sold and may, theoretically, be unlimited.
Certain Portfolios may also make short sales against-the-box. A short sale against-the-box is a short sale in which the Portfolio owns an equal amount of the securities sold short, or securities convertible or exchangeable for, with or without payment of any further consideration, such securities. However, if further consideration is required in connection with the conversion or exchange, cash or other liquid assets, in an amount equal to such consideration must be segregated ona Portfolios records or with its Custodian.
SOVEREIGN DEBT . Investment in sovereign debt can involve a high degree of risk. The governmental entity that controls the repayment of sovereign debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A governmental entitys willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the government entitys policy towards the International Monetary Portfolio and the political constraints to which a government entity may be subject. Governmental entities may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on the implementation of economic reforms and/or economic performance and the timely service of such debtors obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties commitments to lend Portfolios to the governmental entity, which may further impair such debtors ability or willingness to timely service its debts. Consequently, governmental entities may default on their sovereign debt. Holders of sovereign debt may be requested to participate in the rescheduling of such debt and to extend further loans to government entities. In the event of a default by a governmental entity, there may be few or no effective legal remedies for collecting on such debt.
STANDBY COMMITMENT AGREEMENTS . A Portfolio may enter into standby commitment agreements. These agreements commit a Portfolio, for a stated period of time, to purchase a stated amount of securities that may be issued and sold to that Portfolio at the option of the issuer. The price of the security is fixed at the time of the commitment. At the time of entering into the agreement the Portfolio is paid a commitment fee, regardless of whether or not the security is ultimately issued. A Portfolio will enter into such agreements for the purpose of investing in the security underlying the commitment at a price that is considered advantageous to the Portfolio. A Portfolio will limit its investment in such commitments so that the aggregate purchase price of securities subject to such commitments, together with the value of portfolio securities subject to legal restrictions on resale that affect their marketability, will not exceed 15% of its net assets taken at the time of the commitment. A Portfolio segregates liquid assets in an aggregate amount equal to the purchase price of the securities underlying the commitment. There can be no assurance that the securities subject to a standby commitment will be issued, and the value of the security, if issued, on the delivery date may be more or less than its purchase price. Since the issuance of the security underlying the commitment is at the option of the issuer, the Portfolio may bear the risk of a decline in the value of such security and may not benefit from any appreciation in the value of the security during the commitment period. The purchase of a security subject to a standby commitment agreement and the related commitment fee will be recorded on the date on which the security can reasonably be expected to be issued, and the value of the security thereafter will be reflected in the calculation of a Portfolios net asset value. The cost basis of the security will be adjusted by the amount of the commitment fee. In the event the security is not issued, the commitment fee will be recorded asincome on the expiration date of the standby commitment.
STRIPPED SECURITIES . Stripped securities are created when the issuer separates the interest and principal components of an instrument and sells them as separate securities. In general, one security is entitled to receive the interest payments on the underlying assets (the interest only or IO security) and the other to receive the principal payments (the principal only or PO security). Some stripped securities may receive a combination of interest and principal payments. The yields to maturity on IOs and POs are sensitive to the expected or anticipated rate of principal payments (including prepayments) on the related underlying assets, and principal payments may have a material effect on yield to maturity. If the underlying assets experience greater than anticipated prepayments of principal, a Portfolio may not fully recoup its initial investment in IOs. Conversely, if the underlying assets experience less than anticipated prepayments of principal, the yield on POs could be adversely affected. Stripped securities may be highly sensitive to changes in interest rates and rates of prepayment.
STRUCTURED NOTES . Certain Portfolios may invest in structured notes. The values of the structured notes in whicha Portfolio will invest may be linked to equity securities or equity indices or other instruments or indices(reference instruments). These notes differ
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from other types of debt securities in several respects. The interest rate or principal amount payable at maturity may vary based on changes in the value of the equity security, instrument,or index. A structured note may be positively or negatively indexed; that is, its value or interest rate may increase or decrease if the value of the reference instrument increases. Similarly, its value may increase or decrease if the value of the reference instrument decreases. Further, the change in the principal amount payable with respect to, or the interest rate of, a structured note may be a multiple of the percentage change (positive or negative) in the value of the underlying reference instrument(s).
Investments in structured notes involve certain risks, including the credit risk of the issuer and the normal risks of price changes in response to changes in interest rates. Further, in the case of certain structured notes, a decline or increase in the value of the reference instrument may cause the interest rate to be reduced to zero, and any further declines or increases in the reference instrument may then reduce the principal amount payable on maturity. The percentage by which the value of the structured note decreases may be far greater than the percentage by which the value of the reference instrument increases or decreases. Finally, these securities may be less liquid than other types of securities, and may be more volatile than their underlying reference instruments.
SUPRANATIONAL ENTITIES . A Portfolio may invest in debt securities of supranational entities . Examples include the International Bank for Reconstruction and Development (the World Bank), the European Steel and Coal Community, the Asian Development Bank and the Inter-American Development Bank. The government members, or stockholders, usually make initial capital contributions to the supranational entity and in many cases are committed to make additional capital contributions if the supranational entity is unable to repay its borrowings.
TEMPORARY DEFENSIVE STRATEGY AND SHORT-TERM INVESTMENTS . Each Portfolio may temporarily invest without limit in money market instruments, including commercial paper of U.S. corporations, certificates of deposit, bankers acceptances and other obligations of domestic banks, and obligations issued or guaranteed by the U.S. government, its agencies or its instrumentalities, as part of a temporary defensive strategy or to maintain liquidity to meet redemptions. Money market instruments typically have a maturity of one year or less as measured from the date of purchase.
A Portfolio also may temporarily hold cash or invest in money market instruments pending investment of proceeds from new sales of Portfolio shares or during periods of portfolio restructuring.
WARRANTS AND RIGHTS . Warrants and rights are securities permitting, but not obligating, the warrant holder to subscribe for other securities. Buying a warrant does not makea Portfolio a shareholder of the underlying stock. The warrant holder has no right to dividends or votes on the underlying stock. A warrant does not carry any right to assets of the issuer, and for this reason investment in warrants may be more speculative than other equity-based investments.
WHEN ISSUED SECURITIES, DELAYED DELIVERY SECURITIES AND FORWARD COMMITMENTS . A Portfolio may purchase or sell securities that it is entitled to receive on a when issued basis. A Portfolio may also purchase or sell securities on a delayed delivery basis or through a forward commitment. These transactions involve the purchase or sale of securities by a Portfolio at an established price with payment and delivery taking place in the future. A Portfolio enters into these transactions to obtain what is considered an advantageous price tothe Portfolio at the time of entering into the transaction. No Portfolio has established any limit on the percentage of its assets that may be committed in connection with these transactions. When a Portfolio purchases securities in these transactions,the Portfolio segregates liquid securities in an amount equal to the amount of its purchase commitments.
There can be no assurance that a security purchased on a when issued basis will be issued or that a security purchased or sold through a forward commitment will be delivered. The value of securities in these transactions on the delivery date may be more or less than the Portfolios purchase price. The Portfolio may bear the risk of a decline in the value of the security in these transactions and may not benefit from an appreciation in the value of the security during the commitment period.
U.S. GOVERNMENT SECURITIES . Certain Funds may invest in adjustable rate and fixed rate U.S. Government securities. U.S. Government securities are instruments issued or guaranteed by the U.S. Treasury or by an agency or instrumentality of the U.S. Government. U.S. Government guarantees do not extend to the yield or value of the securities or a Funds shares. Not all U.S. Government securities are backed by the full faith and credit of the United States. Some are supported only by the credit of the issuing agency.
U.S. Treasury securities include bills, notes, bonds and other debt securities issued by the U.S. Treasury. These instruments are direct obligations of the U.S. Government and, as such, are backed by the full faith and credit of the United States. They differ primarily in their interest rates, the lengths of their maturities and the dates of their issuances. U.S. Government guarantees do not extend to the yield or value of the securities or a Funds shares.
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Securities issued by agencies of the U.S. Government or instrumentalities of the U.S. Government,including those which are guaranteed by Federal agencies or instrumentalities, may or may not be backed by the full faith and credit of the United States. Obligations of the Government National Mortgage Association (GNMA), the Farmers Home Administration and the Small Business Administration are backed by the full faith and credit of the United States. In the case of securities not backed by the full faith and credit of the United States,a Fund must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment and may not be able to assert a claim against the United States if the agency or instrumentality does not meet its commitments.
Certain Funds may also invest in component parts of U.S. Government securities, namely either the corpus (principal) of such obligations or one or more of the interest payments scheduled to be paid on such obligations. These obligations may take the form of (1) obligations from which the interest coupons have been stripped; (2) the interest coupons that are stripped; (3) book-entries at a Federal Reserve member bank representing ownership of obligation components; or (4) receipts evidencing the component parts (corpus or coupons) of U.S. Government obligations that have not actually been stripped. Such receipts evidence ownership of component parts of U.S. Government obligations (corpus or coupons) purchased by a third party (typically an investment banking firm) and held on behalf of the third party in physical or book-entry form by a major commercial bank or trust company pursuant to a custody agreement with the third party. A Fund may also invest in custodial receipts held by a third party that are not U.S. Government securities.
ZERO COUPON SECURITIES, PAY-IN-KIND SECURITIES AND DEFERRED PAYMENT SECURITIES . Certain Portfolios may invest in zero coupon securities. Zero coupon securities are securities that are sold at a discount to par value and on which interest payments are not made during the life of the security. The discount approximates the total amount of interest the security will accrue and compound over the period until maturity on the particular interest payment date at a rate of interest reflecting the market rate of the security at the time of issuance. Upon maturity, the holder is entitled to receive the par value of the security. While interest payments are not made on such securities, holders of such securities are deemed to have received income (phantom income) annually, notwithstanding that cash may not be received currently. The effect of owning instruments that do not make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at the same rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time eliminates the holders ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities that pay interest currently, which fluctuation increases the longer the period to maturity. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash.
A Portfolio accrues income with respect to these securities for Federal income tax and accounting purposes prior to the receipt of cash payments. Zero coupon securities may be subject to greater fluctuation in value and lesser liquidity in the event of adverse market conditions than comparable rated securities paying cash interest at regular intervals. In addition to the above-described risks, there are certain other risks related to investing in zero coupon securities. During a period of severe market conditions, the market for such securities may become even less liquid. In addition, as these securities do not pay cash interest, a Portfolios investment exposure to these securities and their risks, including credit risk, will increase during the time these securities are held in the Portfolios portfolio. Further, to maintain its qualification for pass-through treatment under the Federal tax laws, a Portfolio is required to distribute income to its shareholders and, consequently, may have to dispose of its portfolio securities under disadvantageous circumstances to generate the cash, or may have to leverage itself by borrowing the cash to satisfy these distributions, as they relate to the income accrued but not yet received. The required distributions will result in an increase in a Portfolios exposure to such securities.
Pay-in-kind securities are securities that have interest payable by delivery of additional securities. Upon maturity, the holder is entitled to receive the aggregate par value of the securities. Deferred payment securities are securities that remain a zero coupon security until a predetermined date, at which time the stated coupon rate becomes effective and interest becomes payable at regular intervals. Holders of these types of securities are deemed to have received income (phantom income) annually, notwithstanding that cash may not be received currently. The effect of owning instruments which do not make current interest payments is that a fixed yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at the same rate eliminates the risk of being unable to invest distributions at a rate as high as the implicit yield on the zero coupon bond, but at the same time eliminates the holders ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially greater price fluctuations during periods of changing market interest rates than are comparable securities which pay interest currently, which fluctuation increases the longer the period to maturity. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash. Zero coupon, pay-in-kind and deferred payment securities may be subject to
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greater fluctuation in value and lesser liquidity in the event of adverse market conditions than comparable rated securities paying cash interest at regular intervals.
In addition to the above described risks, there are certain other risks related to investing in zero coupon, pay-in-kind and deferred payment securities. During a period of severe market conditions, the market for such securities may become even less liquid. In addition, as these securities do not pay cash interest, the Portfolios investment exposure to these securities and their risks, including credit risk, will increase during the time these securities are held in the Portfolios portfolio. Further, to maintain its qualification for pass-through treatment under the federal tax laws, the Portfolio is required to distribute income to its shareholders and, consequently, may have to dispose of its portfolio securities under disadvantageous circumstances to generate the cash, or may have to leverage itself by borrowing the cash to satisfy these distributions, as they relate to the distribution of phantom income and the value of the paid-in-kind interest. The required distributions will result in an increase in the Portfolios exposure to such securities.
NET ASSET VALUES
Any purchase or sale of Portfolio shares is made at the net asset value, or NAV, of such shares. The price at which a purchase or redemption is made is based on the next calculation of the NAV after the order is received in good order. The NAV of each share class of each Portfolio is determined on each day the NYSE is open for trading as of the close of the exchanges regular trading session (which is generally 4:00p.m. New York time). The NYSE is closed on most national holidays and Good Friday. The Fund does not price, and shareholders will not be able to purchase or redeem, the Funds shares on days when the NYSE is closed but the primary markets for the Funds foreign securities are open, even though the value of these securities may have changed. Conversely, the Fund will ordinarily price its shares, and shareholders may purchase and redeem shares, on days that the NYSE is open but foreign securities markets are closed. The securities held by each of the Funds portfolios are valued based upon market quotations or, if not readily available, at fair value as determined in good faith under procedures established by the Funds Board of Trustees. The Fund may use fair value pricing if it determines that a market quotation is not reliable based, among other things, on market conditions that occur after the quotation is derived or after the closing of the primary market on which the security is traded, but before the time that the NAV is determined. This use of fair value pricing most commonlyoccurs with securities that are primarily traded outside of the U.S. because such securities present time-zone arbitrage opportunities when events or conditions affecting the prices of specific securities or the prices of securities traded in such markets generally occur after the close of the foreign markets but prior to the time that a Portfolio determines its NAV. The Fund may also use fair value pricing with respect to U.S. traded securities if, for example, trading in a particular security is halted and does not resume before a Portfolio calculates its NAV or the exchange on which a security is traded closes early. In addition, fair value pricing is used for securities where the pricing agent or principal market maker does not provide a valuation or methodology or provides a valuation or methodology that, in the judgment of the Manager (or Subadviser) does not represent fair value. Different valuation methods may result in differing values for the same security. The fair value of a portfolio security that a Portfolio uses to determine its NAV may differ from the securitys published or quoted price. If a Portfolio needs to implement fair value pricing after the NAV publishing deadline but before shares of the Portfolio are processed, the NAV you receive or pay may differ from the published NAV price. For purposes of computing the Funds NAV, we will value the Funds futures contracts 15 minutes after the close of regular trading on the NYSE. Except when we fair value securities, we normally value each foreign security held by the Fund as of the close of the securitys primary market. Fair value pricing procedures are designed to result in prices for a Portfolios securities and its NAV that are reasonable in light of the circumstances which make or have made market quotations unavailable or unreliable, and to reduce arbitrage opportunities available to short-term traders. There is no assurance, however, that fair value pricing will more accurately reflect the market value of a security than the market price of such security on that day or that it will prevent dilution of a Portfolios NAV by short-term traders. The NAV for each of the Portfolios other than the Money Market Portfolio is determined by a simple calculation. Its the total value of a Portfolio (assets minus liabilities) divided by the total number of shares outstanding. The NAV for the Money Market Portfolio will ordinarily remain at $1 per share. (The price of each share remains the same but you will have more shares when dividends are declared.) To determine a Portfolios NAV, its holdings are valued as follows: Equity securities for which the primary market is on an exchange (whether domestic or foreign) shall be valued at the last sale price on such exchange or market on the day of valuation or, if there was no sale on such day, at the mean between the last bid and asked prices on such day or at the last bid price on such day in the absence of an asked price. Securities included within the NASDAQ
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market shall be valued at the NASDAQ official closing price (NOCP) on the day of valuation, or if there was no NOCP issued, at the last sale price on such day. Securities included within the NASDAQ market for which there is no NOCP and no last sale price on the day of valuation shall be valued at the mean between the last bid and asked prices on such day or at the last bid price on such day in the absence of an asked price. Equity securities that are not sold on an exchange or NASDAQ are generally valued by an independent pricing agent or principal market maker. A Portfolio may own securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Portfolios do not price their shares. Therefore, the value of a Portfolios assets may change on days when shareholders cannot purchase or redeem Portfolio shares. All Short-term Debt Securities held by the Money Market Portfolio are valued at amortized cost. The amortized cost valuation method is widely used by mutual funds. It means that the security is valued initially at its purchase price and then decreases in value by equal amounts each day until the security matures. It almost always results in a value that is extremely close to the actual market value. The Funds Board of Trustees has established procedures to monitor whether any material deviation between valuation and market value occurs and if so, will promptly consider what action, if any, should be taken to prevent unfair results to Contract owners. For each Portfolio other than the Money Market Portfolio, short-term debt securities, including bonds, notes, debentures and other debt securities, and money market instruments such as certificates of deposit, commercial paper, bankers acceptances and obligations of domestic and foreign banks, with remaining maturities of more than 60 days, for which market quotations are readily available, are valued by an independent pricing agent or principal market maker (if available, otherwise a primary market dealer). Short-term Debt Securities with remaining maturities of 60 days or less are valued at cost with interest accrued or discount amortized to the date of maturity, unless such valuation, in the judgment of PI or a subadviser, does not represent fair value. Convertible debt securities that are traded in the over-the-counter market, including listed convertible debt securities for which the primary market is believed by PI or a subadviser to be over-the-counter, are valued at the mean between the last bid and asked prices provided by a principal market maker (if available, otherwise a primary market dealer). Other debt securities those that are not valued on an amortized cost basis are valued using an independent pricing service. Options on stock and stock indexes that are traded on a national securities exchange are valued at the last sale price on such exchange on the day of valuation or, if there was no such sale on such day, at the mean between the most recently quoted bid and asked prices on such exchange. Futures contracts and options on futures contracts are valued at the last sale price at the close of the commodities exchange or board of trade on which they are traded. If there has been no sale that day, the securities will be valued at the mean between the most recently quoted bid and asked prices on that exchange or board of trade. Forward currency exchange contracts are valued at the cost of covering or offsetting such contracts calculated on the day of valuation. Securities which are valued in accordance herewith in a currency other than U.S. dollars shall be converted to U.S. dollar equivalents at a rate obtained from a recognized bank, dealer or independent service on the day of valuation. Over-the-counter (OTC) options are valued at the mean between bid and asked prices provided by a dealer (which may be the counterparty). A subadviser will monitor the market prices of the securities underlying the OTC options with a view to determining the necessity of obtaining additional bid and ask quotations from other dealers to assess the validity of the prices received from the primary pricing dealer.
TAXATION
This discussion of federal income tax consequences applies to the Participating Insurance Companies because they are the direct shareholders of the Fund. Contract owners should consult their Contract prospectus for information relating to the tax matters applicable to their Contracts. In addition, variable contract owners may wish to consult with their own tax advisors as to the tax consequences of investments in the Trust, including the application of state and local taxes.
Each Portfolio currently intends to be treated as a partnership for federal income tax purposes. As a result, each Portfolios income, gains, losses, deductions, and credits will be passed through pro rata directly to the Participating Insurance Companies and retain the same character for federal income tax purposes. The Portfolios intend to distribute substantially all their net investment income and gains. Distributions will be made to the various separate accounts of the Participating Insurance Companies in the form of additional shares (not in cash).
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Under Code Section 817(h), a segregated asset account upon which a variable annuity contract or variable life insurance policy is based must be adequately diversified. A segregated asset account will be adequately diversified if it satisfies one of two alternative tests set forth in Treasury regulations. For purposes of these alternative diversification tests, a segregated asset account investing in shares of a regulated investment company will be entitled to look-through the regulated investment company to its pro rata portion of the regulated investment companys assets, provided the regulated investment company satisfies certain conditions relating to the ownership of its shares. The Fund intends to satisfy these ownership conditions. Further, the Fund intends that each Portfolio separately will be adequately diversified. Accordingly, a segregated asset account investing solely in shares of a Portfolio will be adequately diversified, and a segregated asset account investing in shares of one or more Trust Portfolios and shares of other adequately diversified funds generally will be adequately diversified.
The foregoing discussion of federal income tax consequences is based on tax laws and regulations in effect on the date of this SAI, and is subject to change by legislative or administrative action. A description of other tax considerations generally affecting the Fund and its shareholders is found in the section of the Prospectus entitled Tax Matters. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders. No attempt is made to present a detailed explanation of state or local tax matters. The discussion herein and in the Prospectus is not intended as a substitute for careful tax planning.
DISCLOSURE OF PORTFOLIO HOLDINGS
Each Portfolios portfolio holdings as of the end of the second and fourth fiscal quarters are made public, as required by law, in the Funds annual and semi-annual reports. These reports are filed with the Commission on Form N-CSR and mailed to shareholders within 60 days after the end of the second and fourth fiscal quarters. The Funds annual and semi-annual reports are posted on the Funds website at www.prudential.americanskandia.com. Each Portfolios portfolio holdings as of the end of the first and third fiscal quarters are made public and filed with the Commission on Form N-Q within 60 days after the end of the Portfolios first and third fiscal quarters.
In addition, the Fund may provide a full list of each Portfolios portfolio holdings as of the end of each month on its website within approximately 30 days after the end of the month. The Fund may also release each Portfolios top ten holdings, sector and country breakdowns, and largest industries on a quarterly or monthly basis, with the information as of a date 15 days prior to the release. Such information will be posted on the Funds website.
When authorized by the Funds Chief Compliance Officer and another officer of the Fund, portfolio holdings information may be disseminated more frequently or at different periods than as described above to intermediaries that distribute the Funds shares, third party providers of auditing, custody, proxy voting and other services for the Fund, rating and ranking organizations, and certain affiliated persons of the Fund, as described below. The procedures utilized to determine eligibility are set forth below:
Procedures for Release of Portfolio Holdings Information:
1. A request for release of Portfolio holdings shall be provided by such third party setting forth a legitimate business purpose for such release which shall specify the Portfolio, the terms of such release, and frequency (e.g., level of detail staleness). The request shall address whether there are any conflicts of interest between the Portfolio and the investment adviser, sub-adviser, principal underwriter or any affiliated person thereof and how such conflicts shall be dealt with to demonstrate that the disclosure is in the best interest of the shareholders of the Portfolio.
2. The request shall be forwarded to the Chief Compliance Officer of the Fund, or his delegate, for review and approval.
3. A confidentiality agreement in the form approved by an officer of the Fund must be executed with the recipient of the Portfolio holdings information.
4. An officer of the Portfolio shall approve the release and agreement. Copies of the release and agreement shall be sent to PIs law department.
5. Written notification of the approval shall be sent by such officer to PIs Fund Administration Department to arrange the release of Portfolio holdings information.
6. PIs Fund Administration Department shall arrange for the release of Portfolio holdings information by the Portfolios custodian bank(s).
As of the date of this Statement of Additional Information, the Fund will provide:
1. Traditional External Recipients/Vendors
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Full holdings on a daily basis to Investor Responsibility Research Center (IRRC), Institutional Shareholder Services (ISS) and Automatic Data Processing, Inc. (ADP) (proxy voting agents) at the end of each day;
Full holdings on a daily basis to ISS (securities class action claims services administrator) at the end of each day;
Full holdings on a daily basis to a Portfolios Subadviser(s), Custodian Bank, sub-custodian (if any) and accounting agents (which includes the Custodian Bank and any other accounting agent that may be appointed) at the end of each day. When a Portfolio has more than one Subadviser, each Subadviser receives holdings information only with respect to the sleeve or segment of the Portfolio for which the Subadviser has responsibility;
Full holdings to a Portfolios independent registered public accounting firm as soon as practicable following the Portfolios fiscal year-end or on an as-needed basis; and
Full holdings to financial printers as soon as practicable following the end of a Portfolios quarterly, semi-annual and annual period ends.
2. Analytical Service Providers
Portfolio trades on a quarterly basis to Abel/Noser Corp. (an agency-only broker and transaction cost analysis company) as soon as practicable following a Portfolios fiscal quarter-end;
Full holdings on a daily basis to FT Interactive Data (a fair value information service) at the end of each day; and
Full holdings on a daily basis to FactSet and Lipper, Inc. (investment research providers) at the end of each day.
Full holdings on a daily basis to Vestek (for preparation of fact sheets) at the end of each day (Target Portfolio Trust, and selected JennisonDryden and Strategic Partners Portfolios only).
In each case, the information disclosed must be for a legitimate business purpose and is subject to a confidentiality agreement intended to prohibit the recipient from trading on or further disseminating such information (except for legitimate business purposes). Such arrangements will be monitored on an ongoing basis and will be reviewed by the Funds Chief Compliance Officer and PIs Law Department on an annual basis.
In addition, certain authorized employees of PI receive portfolio holdings information on a quarterly, monthly or daily basis or upon request, in order to perform their business functions. All PI employees are subject to the requirements of the personal securities trading policy of Prudential Financial, Inc., which prohibits employees from trading on, or further disseminating confidential information, including portfolio holdings information.
The Board of Directors of the Fund has approved PIs Policy for the Dissemination of Portfolio Holdings. The Board shall, on a quarterly basis, receive a report from PI detailing the recipients of the portfolio holdings information and the reason for such disclosure. The Board has delegated oversight of the Funds disclosure of portfolio holdings to the Chief Compliance Officer.
Arrangements pursuant to which the Fund discloses non-public information with respect to its portfolio holdings do not provide for any compensation in return for the disclosure of the information.
There can be no assurance that the Funds policies and procedures on portfolio holdings information will protect the Fund from the potential misuse of such information by individuals or entities that come into possession of the information.
In each case, the information disclosed must be for a legitimate business purpose and is subject to a confidentiality agreement intended to prohibit the recipient from trading on or further disseminating such information (except for legitimate business purposes). Such arrangements will be monitored on an ongoing basis and will be reviewed by the Funds Chief Compliance Officer and PIs Law Department on an annual basis.
In addition, certain authorized employees of PI receive portfolio holdings information on a quarterly, monthly or daily basis or upon request, in order to perform their business functions. All PI employees are subject to the requirements of the personal securities trading policy of Prudential Financial, Inc., which prohibits employees from trading on, or further disseminating confidential information, including portfolio holdings information.
The Board has approved PIs Policy for the Dissemination of Portfolio Holdings. The Board shall, on a quarterly basis, receive a report from PI detailing the recipients of the portfolio holdings information and the reason for such disclosure. The Board has delegated oversight over the Funds disclosure of portfolio holdings to the Chief Compliance Officer.
There can be no assurance that the Funds policies and procedures on portfolio holdings information will protect a Portfolio from the potential misuse of such information by individuals or entities that come into possession of the information.
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PROXY VOTING
The Board has delegated to the Funds investment manager, PI, the responsibility for voting any proxies and maintaining proxy recordkeeping with respect to each Portfolio. The Fund authorizes the Manager to delegate, in whole or in part, its proxy voting authority to its investment subadviser or third party vendors consistent with the policies set forth below. The proxy voting process shall remain subject to the supervision of the Board, including any committee thereof established for that purpose.
The Manager and the Board view the proxy voting process as a component of the investment process and, as such, seek to ensure that all proxy proposals are voted with the primary goal of seeking the optimal benefit for each Portfolio. Consistent with this goal, the Board views the proxy voting process as a means to encourage strong corporate governance practices and ethical conduct by corporate management. The Manager and the Board maintain a policy of seeking to protect the best interests of each Portfolio should a proxy issue potentially implicate a conflict of interest between a Portfolio and the Manager or its affiliates.
The Manager delegates to each Portfolios Subadviser(s) the responsibility for voting each Portfolios proxies. The Subadviser is expected to identify and seek to obtain the optimal benefit for the Portfolio it manages, and to adopt written policies that meet certain minimum standards, including that the policies be reasonably designed to protect the best interests of a Portfolio and delineate procedures to be followed when a proxy vote presents a conflict between the interests of the Portfolio and the interests of the Subadviser or its affiliates.
The Manager and the Board expect that the Subadviser will notify the Manager and Board at least annually of any such conflicts identified and confirm how the issue was resolved. In addition, the Manager expects that the Subadviser will deliver to the Manager, or its appointed vendor, information required for filing the Form N-PX with the Commission. Information regarding how each Portfolio of the Fund voted proxies relating to its portfolio securities during the most recent twelve-month period ended June 30 is available on the internet at www.jennisondryden.com and on the Commissions website at www.sec.gov.
CODES OF ETHICS
The Board of Trustees of the Fund has adopted a Code of Ethics. In addition, the Manager, investment subadviser(s) and Distributor have each adopted a Code of Ethics (the Codes). The Codes apply to access persons (generally, pesons who have access to information about a Portfolios investment program) and permit personnel subject to the Codes to invest in securities, including securities that may be purchased or held by a Portfolio. However, the protective provisions of the Codes prohibit certain investments and limit such personnel from making investments during periods when the Portfolio is making such investments. The Codes are on public file with, and are available from, the Commission.
LICENSES AND MISCELLANEOUS INFORMATION
The Fund is not sponsored, endorsed, sold or promoted by Standard & Poors (S&P). S&P makes no representation or warranty, express or implied, to Contract owners or any member of the public regarding the advisability of investing in securities generally or in the Fund particularly or the ability of the S&P 500 Index or the S&P SmallCap 600 Index to track general stock market performance. S&Ps only relationship to the Fund is the licensing of certain trademarks and trade names of S&P and the S&P 500 Index. The S&P 500 Index and the S&P SmallCap 600 Index are determined, composed and calculated by S&P without regard to the Fund, the Stock Index Portfolio or the Small Capitalization Stock Portfolio. S&P has no obligation to take the needs of a Portfolio or the Contract owners into consideration in determining, composing or calculating the S&P 500 Index or the S&P SmallCap 600 Index. S&P is not responsible for and has not participated in the determination of the prices and amount of Portfolio shares or the timing of the issuance or sale of those shares or in the determination or calculation of the equation by which the shares are to be converted into cash. S&P has no obligation or liability in connection with the administration, marketing or trading of Portfolio shares.
S&P Does Not Guarantee The Accuracy And/Or The Completeness Of The S&P 500 Index, The S&P Smallcap 600 Index Or Any Data Included Therein And S&P Shall Have No Liability For Any Errors, Omissions, Or Interruptions Therein. S&P Makes No Warranty, Express Or Implied As To Results To Be Obtained By The Portfolio, Contract Owners, Or Any Other Person Or Entity From The Use Of The S&P 500 Index, The S&P Smallcap 600 Index Or Any Data Included Therein. S&P Makes No Express Or Implied Warranties, And Expressly Disclaims All Warranties Of Merchantability Or Fitness For A Particular Purpose Or Use With Respect To The S&P 500 Index, The S&P Smallcap 600 Index Or Any Data Included Therein. Without Limiting Any Of The Foregoing, In No Event Shall S&P Have Any Liability For Any Special, Punitive, Indirect, Or Consequential Damages (Including Lost Profits), Even If Notified Of The Possibility Of Such Damages.
Dow Jones Corporate Bond Index, Dow Jones Industrial Average SM , Dow SM , DIJA SM and Down Jones Select Dividend Index SM are service marks of Dow Jones Company,Inc. (Dow Jones) and have been licensed for use for certain purposes by First Trust Advisors L.P. Dow Jones does not endorse, sell or promote any of the AST First Trust Portfolios. Dow Jones makes no representation regarding the advisability of investing in such products. Except as noted herein, Dow Jones has not given First Trust Advisors L.P. or the Trust a license to use its indexes.
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Value Line®, The Value Line Investment Survey and Value Line Timeliness Ranking System are registered trademarks of Value Line Securities,Inc. or Value Line Publishing,Inc. that have been licensed to First Trust Advisors, L.P. The AST First Trust Portfolios are not sponsored, recommended, sold or promoted by Value Line Publishing,Inc., Value Line,Inc. or Value Line Securities,Inc. (Value Line). Value Line makes no representation regarding the advisability of investing in the Trusts.
NYSE® is a registered service mark of, and NYSE International 100 Index SM is a service mark of, the New York Stock Exchange,Inc. (NYSE) and both have been licensed for use for certain purposes by First Trust Advisors, L.P. The AST First Trust Portfolios are not sponsored, endorsed, sold or promoted by NYSE, and NYSE makes no representation regarding the advisability of investing in such products.
The AST First Trust Portfolios are not sponsored, endorsed, sold or promoted by The Nasdaq Stock Market,Inc. (including its affiliates) (Nasdaq, with its affiliates, are referred to as the Corporations). The Corporations have not passed on the legality or suitability of, or the accuracy or adequacy of descriptions and disclosures relating to the AST First Trust Portfolios. The Corporations make no representation or warranty, express or implied, to the owners of shares of the AST First Trust Portfolios or any member of the public regarding the advisability of investing in securities generally or in the AST First Trust Portfolios particularly, or the ability of the Nasdaq-100 Index® to track general stock market performance. The Corporations only relationship to the First Trust Advisors L.P. (Licensee) is in the licensing of the Nasdaq 100®, Nasdaq-100 Index® and Nasdaq® trademarks or service marks, and certain trade names of the Corporations and the use of the Nasdaq-100 Index®, which is determined, composed and calculated by Nasdaq without regard to Licensee or the AST First Trust Portfolios. Nasdaq has no obligation to take the needs of the Licensee or the owners of shares of the AST First Trust Portfolios into consideration in determining, composing or calculating the Nasdaq-100 Index®. The Corporations are not responsible for and have not participated in the determination of the timing of, prices at or quantities of the AST First Trust Portfolios to be issued or in the determination or calculation of the equation by which the AST First Trust Portfolios are to be converted into cash. The Corporations have no liability in connection with the administration, marketing or trading of the AST First Trust Portfolios.
APPENDIX I: DESCRIPTION OF BOND RATINGS
STANDARD & POORS RATINGS SERVICES (S&P)
Long-Term Issue Credit Ratings
AAA : An obligation rated AAA has the highest rating assigned by S&P. The obligors capacity to meet its financial commitment on the obligation is extremely strong.
AA : An obligation rated AA differs from the highest rated obligations only in small degree. The obligors capacity to meet its financial commitment on the obligation is very strong.
A : An obligation rated A is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligors capacity to meet its financial commitment on the obligation is still strong.
BBB : An obligation rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB : An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions which could lead to the obligors inadequate capacity to meet its financial commitment on the obligation.
B : An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligors capacity or willingness to meet its financial commitment on the obligation.
CCC : An obligation rated CCC is currently vulnerable to nonpayment, and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC : An obligation rated CC is currently highly vulnerable to nonpayment.
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C : The C rating may be used to cover a situation where a bankruptcy petition has been filed or similar action has been taken, but payments on this obligation are being continued.
Plus (+) or Minus (-) : The ratings from AA to CCC may be modified by the addition of a plus or minus sign to show relative standing within the major rating categories
Commercial Paper Ratings
A-1 : This designation indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.
A-2 : Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1.
Notes Ratings
An S&P notes rating reflects the liquidity factors and market risks unique to notes. Notes due in three years or less will likely receive a notes rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment.
Amortization schedule-the longer the final maturity relative to other maturities the more likely it will be treated as a note.
Source of payment-the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.
Note rating symbols are as follows:
SP-1 : Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.
SP-2 : Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
MOODYS INVESTORS SERVICE, INC. (MOODYS)
Debt Ratings
Aaa : Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as gilt edged. Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the Portfolioamentally strong position of such issues.
Aa : Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high-grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than the Aaa securities.
A : Bonds which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment some time in the future.
Baa : Bonds which are rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
Ba : Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
B : Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
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Caa : Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.
Ca : Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.
C : Bonds which are rated C are the lowest-rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
Moodys applies numerical modifiers 1, 2, and 3 in each generic rating category from Aa to Caa. The modifier 1 indicates that the issuer is in the higher end of its letter rating category; the modifier 2 indicates a mid-range ranking; the modifier 3 indicates that the issuer is in the lower end of the letter ranking category.
Short-Term Ratings
Moodys short-term debt ratings are opinions of the ability of issuers to honor senior financial obligations and contracts. Such obligations generally have an original maturity not exceeding one year, unless explicitly noted.
PRIME-1 : Issuers rated Prime-1 (or supporting institutions) have a superior ability for repayment of senior short-term debt obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics:
Leading market positions in well-established industries.
High rates of return on Portfolios employed.
Conservative capitalization structure with moderate reliance on debt and ample asset protection.
Broad margins in earnings coverage of fixed financial charges and high internal cash generation.
Well-established access to a range of financial markets and assured sources of alternate liquidity.
PRIME-2 : Issuers rated Prime-2 (or supporting institutions) have a strong ability for repayment of senior short-term debt obligations. This normally will be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.
MIG 1 : This designation denotes best quality. There is strong protection by established cash flows, superior liquidity support or demonstrated broad-based access to the market for refinancing.
MIG 2 : This designation denotes high quality. Margins of protection are ample although not so large as in the proceeding group.
FITCH, INC.
International Long-Term Credit Ratings
AAA : Highest Credit Quality. AAA ratings denote the lowest expectation of credit risk. They are assigned only in case of exceptionally strong capacity for timely payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA : Very High Credit Quality. AA ratings denote a very low expectation of credit risk. They indicate very strong capacity for timely payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
A : High Credit Quality. A ratings denote a low expectation of credit risk. The capacity for timely payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to changes in circumstances or in economic conditions than is the case for higher ratings.
BBB : Good Credit Quality. BBB ratings indicate that there is currently a low expectation of credit risk. The capacity for timely payment of financial commitments is considered adequate, but adverse changes in circumstances and in economic conditions are more likely to impair this capacity. This is the lowest investment-grade category.
BB : Speculative. BB ratings indicate that there is a possibility of credit risk developing, particularly as the result of adverse economic change over time; however, business or financial alternatives may be available to allow financial commitments to be met. Securities rated in this category are not investment grade.
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B : Highly Speculative. B ratings indicate that significant credit risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is contingent upon a sustained, favorable business and economic environment.
CCC, CC, C : High Default Risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments. A CC rating indicates that default of some kind appears probable. C ratings signal imminent default.
International Short-Term Credit Ratings
F1 : Highest Credit Quality. Indicates the strongest capacity for timely payment of financial commitments; may have an added + to denote any exceptionally strong credit feature.
F2 : Good Credit Quality. A satisfactory capacity for timely payment of financial commitments, but the margin of safety is not as great as in the case of the higher ratings.
F3 : Fair Credit Quality. The capacity for timely payment of financial commitments is adequate; however, near-term adverse changes could result in a reduction to non-investment grade.
B : Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.
C : High Default Risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic investment.
Plus (+) or Minus (-) : Plus or minus signs may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the AAA long-term rating category, to categories below CCC, or to short-term ratings other than F1.
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APPENDIX II: PROXY VOTING POLICIES OF THE SUBADVISERS
AllianceBernstein L.P. Proxy Voting Rule 206(4)-6 of the Advisers Act places certain requirements on investment advisers who have voting authority over client securities. The rule require, among other things, that advisers provide their clients with a description of their voting policies and procedures, disclose to clients where they can get a full copy of the policies and procedures and disclose how they can obtain information about how their adviser voted with respect to their securities. Set forth below is a description of Registrants proxy voting policies and instructions regarding how clients may obtain proxy voting information. As a registered investment adviser that exercises proxy voting authority over client securities, Registrant has a fiduciary duty to vote proxies in a timely manner and make voting decisions that are in the clients best interests. In this regard, Registrant has adopted a Statement of Policies and Procedures for Voting Proxies on Behalf of Discretionary Client Accounts (the Statement of Policies and Procedures). This Statement of Policies and Procedures reflects the policies of Registrant, including its BIRM unit, and Registrants investment management subsidiaries. The Statement of Policy and Procedures is a set of proxy voting guidelines that are intended to maximize the value of the securities in Registrants clients accounts. It describes the Registrants approach to analyzing voting issues, identifies the persons responsible for determining how to vote proxies and include Registrants procedures for addressing material conflicts of interest that may arise between Registrants interests and those of its clients in connection with its consideration of a proxy. In addition, we have adopted a Proxy Voting Manual that provides further detail into Registrants proxy voting process and addresses a range of specific voting issues. Clients may obtain a copy of the Statement of Policies and Procedures, Registrants Proxy Voting Manual, as well as information about how Registrant with respect to their securities by contacting their AllianceBernstein administrative representative. Alternatively, clients may make a written request to: Mark R. Manley, Senior Vice President, Deputy General Counsel and Chief Compliance Officer, AllianceBernstein L.P., 1345 Avenue of the Americas, New York, NY 10105
American Century Investment Management, Inc. American Century Proxy Voting Guidelines The Manager is responsible for exercising the voting rights associated with the securities purchased and/or held by the funds. In exercising its voting obligations, the Manager is guided by general fiduciary principles. It must act prudently, solely in the interest of the funds, and for the exclusive purpose of providing benefits to them. The Manager attempts to consider all factors of its vote that could affect the value of the investment. The Manager has determined that there are significant contributors to shareholder value with respect to a number of matters that are often the subject of proxy solicitations for shareholder meetings. The American Century Proxy Voting Guidelines specifically address these considerations and establish a framework for the Managers consideration of the vote that would be appropriate for the funds. In particular, the American Century Proxy Voting Guidelines outline principles and factors to be considered in the exercise of voting authority for proposals addressing:
Election of Directors
Ratification of Selection of Auditors
Equity-Based Compensation Plans
Anti-Takeover Proposals
Cumulative Voting
Staggered Boards
Blank Check Preferred Stock
Elimination of Preemptive Rights
Non-targeted Share Repurchase
Increase in Authorized Common Stock
Supermajority Voting Provisions or Super Voting Share Classes
Fair Price Amendments
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Limiting the Right to Call Special Shareholder Meetings Poison Pills or Shareholder Rights Plans Golden Parachutes Reincorporation Confidential Voting Opting In or Out of State Takeover Laws Shareholder Proposals Involving Social, Moral or Ethical Matters Anti-Greenmail Proposals Changes to Indemnification Provisions Non-Stock Incentive Plans Director Tenure Directors Stock Options Plans Director Share Ownership Finally, the American Century Proxy Voting Guidelines establish procedures for voting of proxies in cases in which the Manager may have a potential conflict of interest. Companies with which the Manager has direct business relationships could theoretically use these relationships to attempt to unduly influence the manner in which American Century votes on matters for its clients. To ensure that such a conflict of interest does not affect proxy votes cast for American Centurys clients, all discretionary (including case-by-case) voting for these companies will be voted by the client or an appropriate fiduciary responsible for the client. A copy of the American Century Proxy Voting Guidelines are available on the About Us page at www.americancentury.com.
Cohen & Steers Capital Management, Inc. PROXY VOTING The following is a summary of the Cohen Steers Proxy Voting Policies and Procedures. Overview In exercising voting rights, we have three overall objectives: Holding companies accountable for their actions Rationalizing management and shareholder concerns Seeking to ensure that management effectively communicates with its owners about the companys business operations and financial performance. We engage in a careful evaluation of issues that may materially affect the rights of shareholders and the value of the security. We always act with reasonable care, prudence and diligence. While we may consider the views of third parties such as ISS or other proxy voting services, we never base a proxy voting decision solely on the opinion of a third party, except in the unlikely scenario that a conflict of interest requires us to rely on a third party as a means to resolve our conflict. Rather, decisions are based on our reasonable and good faith determination as to how best to maximize shareholder value. Stock-Based Compensation. Our goal in the area of stock-based compensation is to ensure that compensation plans align the interests of management and shareholders. Thus, we generally oppose proposals to authorize the issuance of new shares if the issuance, plus the shares reserved for issuance in connection with all other stock related plans, exceeds 10% of the outstanding shares. In addition, we believe that stock options generally should not be re-priced, and never should be re-priced particularly without shareholder approval. Moreover, we believe that companies should not issue new options, with a lower strike price, to make up for previously issued options that are substantially underwater. We vote against the election of any slate of directors that to our knowledge has authorized a company to re-price or replace underwater options during the most recent year without shareholder approval. We also support measures to increase the long-term stock ownership by a companys executives. These include requiring senior executives to hold a minimum amount of stock in a company (often expressed as a percentage of annual compensation), requiring stock acquired through option exercise to be held for a certain minimum amount of time, and issuing restricted stock awards instead of options. In this respect, we support the expensing of option grants because it removes the incentive of a company to issue options in lieu of restricted stock. We also support employee stock purchase plans, although we generally believe the discounted purchase price should be not less than 85% of the current market price.
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Control Issues. Our policies address a number of important change of control issues. We believe that, although a takeover attempt can be a significant distraction for a board and management, the simple fact is that the possibility of a corporate takeover keeps management focused on maximizing shareholder value. As a result, we generally oppose measures that are designed to prevent or obstruct corporate takeovers because they can entrench current management. Thus, we generally vote against shareholder rights plans or poison pills. We also generally vote against any directors who, without shareholder approval, have to our knowledge instituted a new poison pill plan, extended an existing plan, or adopted a new plan upon the expiration of an existing plan during the past year. In the same vein, we also generally vote against golden parachute plans because they impede potential takeovers that shareholders should be free to consider. In addition, we will withhold our votes at the next shareholder meeting for directors who to our knowledge have approved golden parachutes. We vote against proposals that require a super-majority of shareholders to approve a merger or other significant business combination, and support proposals that seek to lower existing super-majority voting requirements. In the area of board composition, we support the election of a board that consists of at least a simple majority of independent directors. We also generally withhold our support for non-independent directors who serve on a companys audit, compensation and/or nominating committees. In addition, we generally vote against classified boards. With respect to stock-related items, we will vote in favor of an increase in a companys authorized shares, provided that the increase is not greater than three times the number of shares outstanding and reserved for issuance, including shares reserved for stock-related plans and securities convertible into common stock, but not shares reserved for any poison pill plan. Importantly, we vote against blank check preferred share authorizations and other proposals to establish classes of stock with superior voting rights, unless we are comfortable that (1) a companys board authorized the use of preferred stock only for legitimate capital formation purposes and not for anti-takeover purposes, and (2) no preferred stock will be issued with voting power that is disproportionate to the economic interests of the preferred stock. Social Issues. With respect to social issues, we believe that it is the responsibility of the board and management to run a company on a daily basis. With this in mind, in the absence of unusual circumstances, we do not believe that shareholders should be involved in determining how a company should address broad social and policy issues. As a result, we generally vote against these types of proposals, which are generally initiated by shareholders, unless we believe the proposal has significant economic implications. Voting Process. Of course, no set of guidelines can anticipate all situations that may arise. Our portfolio managers and analysts analyze proxy proposals in an effort to gauge the impact of a proposal on the financial prospects of a company, and vote accordingly. These policies are intended to provide guidelines for voting. They are not, however, hard and fast rules because corporate governance issues are so varied. We maintain procedural mechanisms to ensure that our voting records are kept in a manner that is fully consistent with SEC requirements. In addition, we have a detailed administrative structure that is designed to ensure that Cohen Steers does not face a material conflict of interest in voting a proxy. While a conflict has never surfaced since our founding in 1986, our policy will be to vote in accordance with the advice of a proxy voting service, such as ISS, in the unlikely event that such a conflict should arise.
Deutsche Asset Management, Inc. The Funds have delegated proxy voting responsibilities to the Advisor, subject to the Boards general oversight. The Funds have delegated proxy voting to the Advisor with the direction that proxies should be voted consistent with the Funds best economic interests. The Advisor has adopted its own Proxy Voting Policies and Procedures (Policies), and Proxy Voting Guidelines (Guidelines) for this purpose. The Policies address, among other things, conflicts of interest that may arise between the interests of the Funds, and the interests of the Advisor and its affiliates, including the Funds principal underwriter. The Guidelines set forth the Advisors general position on various proposals, such as:
Shareholder Rights The Advisor generally votes against proposals that restrict shareholder rights.
Corporate Governance The Advisor generally votes for confidential and cumulative voting and against supermajority voting requirements for charter and bylaw amendments.
Anti-Takeover Matters The Advisor generally votes for proposals that require shareholder ratification of poison pills or that request boards to redeem poison pills, and votes against the adoption of poison pills if they are submitted for shareholder ratification. The Advisor generally votes for fair price proposals.
Compensation Matters The Advisor generally votes for executive cash compensation proposals, unless they are unreasonably
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excessive. The Advisor generally votes against stock option plans that do not meet the Advisors criteria. Routine Matters The Advisor generally votes for the ratification of auditors, procedural matters related to the annual meeting and changes in company name, and against bundled proposals and adjournment. The general provisions described above do not apply to investment companies. The Advisor generally votes proxies solicited by investment companies in accordance with the recommendations of an independent third party, except for proxies solicited by or with respect to investment companies for which the Advisor or an affiliate serves as the Advisor or principal underwriter (affiliated investment companies). The Advisor votes affiliated investment company proxies in the same proportion as the vote of the investment companys other shareholders (sometimes called mirror or echo voting). Master fund proxies solicited from feeder funds are voted in accordance with applicable requirements of the Investment Company Act of 1940. Although the Guidelines set forth the Advisors general voting positions on various proposals, the Advisor may, consistent with the Funds best interests, determine under some circumstances to vote contrary to those positions. The Guidelines on a particular issue may or may not reflect the view of individual members of a Board or of a majority of a Board. In addition, the Guidelines may reflect a voting position that differs from the actual practices of the public companies within the Deutsche Bank organization or of the investment companies for which the Advisor or an affiliate serves as investment advisor or sponsor. The Advisor may consider the views of a portfolio companys management in deciding how to vote a proxy or in establishing general voting positions for the Guidelines, but managements views are not determinative. As mentioned above, the Policies describe the way in which the Advisor resolves conflicts of interest. To resolve conflicts, the advisor, under normal circumstances, votes proxies in accordance with its Guidelines. If the Advisor departs from the Guidelines with respect to a particular proxy or if the Guidelines do not specifically address a certain proxy proposal, a proxy voting committee established by the advisor will vote the proxy. Before voting any such proxy, however, the Advisors conflicts review committee will conduct an investigation to determine whether any potential conflicts of interest exist in connection with the particular proxy proposal. If the conflicts review committee determines that the Advisor has a material conflict of interest, or certain individuals on the proxy voting committee should be recused from participating in a particular proxy vote, it will inform the proxy voting committee. If notified that the Advisor has a material conflict, or fewer than three voting members are eligible to participate in the proxy vote, typically the Advisor will engage an independent third party to vote the proxy or follow the proxy voting recommendations of an independent third party. Under certain circumstances, the Advisor may not be able to vote proxies or the Advisor may find that the expected economic costs from voting outweigh the benefits associated with voting. For example, the Advisor may not vote proxies on certain foreign securities due to local restrictions or customs. The Advisor generally does not vote proxies on securities subject to share blocking restrictions.
Dreman Value Management LLC DREMAN VALUE MANAGEMENT LLC SUMMARY OF PROXY VOTING POLICIES AND PROCEDURES Dreman Value Management LLC views proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. When Dreman Value Management LLC has discretion to vote the proxies of its clients, it will vote those proxies in the best interest of its clients and in accordance with these policies and procedures. Dreman Value Management LLC has established a comprehensive proxy voting procedure that is maintained and implemented by the firms Compliance Officer (the CO). The firm maintains a record of all the proxies it receives and ensures that the Chief Investment Officer and other portfolio managers are kept apprised of all proxies that are required to be voted. Absent material conflicts, the portfolio manager and CIO will determine how Dreman Value Management LLC should vote the proxy. The CO is instructed as to how DVM intends to vote the proxies and is responsible for completing and remitting the proxy in a timely and appropriate manner. DVM has retained Egan Jones Proxy Services to assist it in coordinating and voting proxies with respect to client securities.
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In the absence of specific voting guidelines from a client, DVM will vote proxies in the best interest of each particular client, which may result in different voting results for proxies for the same issuer. Generally, DVM will vote in favor of routine corporate housekeeping proposals, including election of directors, but will vote against proposals which makes it more difficult to replace members of the issuers board of directors. In some instances DVM shall determine whether a proposal is in the best interest of its clients and may take into account the following various factors, including whether the proposal was recommended by management and Dreman Value Management LLC opinion of management. The CO is responsible for identifying any conflicts that exist between the interest of DVM and its clients. If a material conflict exist, DVM will determine whether voting in accordance with its proxy voting guidelines is in the best interest of the client. DVM will also determine whether it is appropriate to disclose the conflict to the affected clients. The CO is responsible for maintaining files relating to DVMs proxy voting procedures. Records are maintained and preserved for five years and are included in client files.
Eagle Asset Management Eagle Proxy Voting Policy The exercise of proxy voting rights is an important element in the successful management of clients investments. Eagle Asset Management recognizes its fiduciary responsibility to vote proxies solely in the best interests of clients with the overall goal of maximizing the growth of our clients assets. Toward that end, Eagle has developed a comprehensive and detailed set of proxy voting guidelines, which our portfolio managers use to vote proxies in securities held in client accounts. Eagle generally votes proxies in furtherance of the long-term economic value of the underlying securities. We consider each proxy proposal on its own merits, and we make an independent determination of the advisability of supporting or opposing managements position. We believe that the recommendations of management should be given substantial weight, but we will not support management proposals, which we believe are detrimental to the underlying value of our clients positions. We usually oppose proposals that dilute the economic interest of shareholders, and we also oppose those that reduce shareholders voting rights or otherwise limit their authority. With respect to takeover offers, Eagle calculates a going concern value for every holding. If the offer approaches or exceeds our value estimate, we will generally vote for the merger, acquisition or leveraged buy-out. In voting proxies of securities held in client accounts, Eagles portfolio managers almost always recommend votes in accordance with the guidelines. By following predetermined voting guidelines, Eagle believes it will avoid any potential conflicts of interests, which would otherwise affect proxy voting. On the rare occasion where a manager recommends a vote contrary to Eagles guidelines, Eagles Compliance Department will review the proxy issue and the recommended vote to ensure that the vote is cast in compliance with Eagles overriding mandate to vote proxies in the best interests of clients and to avoid conflicts of interests. A copy of Eagles complete proxy voting policy and guidelines can be obtained by calling 800-237-3101. If you have any questions about these guidelines, or would like to know how your shares were voted, please contact our Compliance Department at 800-237-3101.
EARNEST Partners LLC SUMMARY PROXY POLICIES AND PROCEDURES 1. Proxy Policies The best interest of advisory clients and plan participants (the Client) shall be the sole consideration when voting proxies of portfolio companies. Each proxy issue shall receive individual consideration based on all the relevant facts and circumstances. As a general rule, EARNEST Partners shall vote against any actions which would reduce the rights or options of shareholders, reduce shareholder influence over the board of directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders investments. Following is a partial list of issues that require special attention: classified boards, change of state of incorporation, poison pills, unequal voting rights plans, provisions requiring supermajority approval of a merger, executive severance agreements, provisions limiting shareholder rights. In addition to the foregoing, the following shall be adhered to unless EARNEST Partners is instructed otherwise in writing by the Client:
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EARNEST Partners shall not actively engage in conduct that involves an attempt to change or influence the control of a portfolio company. · EARNEST Partners will not announce its voting intentions and the reasons therefor. · Earnest Partners shall not participate in a proxy solicitation or otherwise seek proxy voting authority from any other portfolio company shareholder. · Earnest Partners shall not act in concert with any other portfolio company shareholders in connection with any proxy issue or other activity involving the control or management of a portfolio company. · All communications with portfolio companies or fellow shareholders shall be for the sole purpose of expressing and discussing Earnest Partners concerns for its Clients interests and not for an attempt to influence the control of management. With respect to ERISA accounts, EARNEST Partners shall act prudently, solely in the interest of plan participants and beneficiaries and for the exclusive purpose of providing benefits to them. It is EARNEST Partners policy to fully comply with all ERISA provisions regarding proxy voting for ERISA accounts and to the extent possible, amend its policies and procedures from time to time to reflect the Department of Labors views of the proxy voting duties and obligations imposed by ERISA with respect to ERISA accounts. 2. Proxy Procedures Proxy Director EARNEST Partners has designated a Proxy Director. The Proxy Director shall consider every issue presented on every portfolio company proxy. Proxy issues presented to the Proxy Director will be voted in accordance with the judgment of the Director, taking into account the general policies outlined above. In the case where EARNEST Partners has a material conflict of interest with a Client, the Proxy Director will utilize the services of outside third party professionals (such as Institutional Shareholder Services) to assist its analysis of voting issues and actual voting of proxies to ensure that a decision to vote the proxies was based on the Clients best interest and was not the product of a conflict. In the event the services of an outside third party professional are not available in connection with a conflict of interest, EARNEST Partners will seek the advice of the Client. The circumstances underlying each proxy issue will be given careful individual attention. The Proxy Director will also use all available resources, including proxy evaluation services, to assist in the analysis of proxy issues. A detailed description of EARNEST Partners specific proxy voting guidelines will be furnished upon request. You may also obtain information about how EARNEST Partners has voted with respect to portfolio company securities by calling, writing, or emailing us at: EARNEST Partners 1180 Peachtree Street, NE, Suite 2300 Atlanta, GA 30309 invest@earnestpartners.com 404-815-8772 EARNEST Partners reserves the right to change these policies and procedures at any time without notice.
Federated Equity Management Company of Pennsylvania Proxy Voting Policies The Advisers general policy is to cast proxy votes in favor of proposals that the Adviser anticipates will enhance the long-term value of the securities being voted. Generally, this will mean voting for proposals that the Adviser believes will: improve the management of a company; increase the rights or preferences of the voted securities; and/or increase the chance that a premium offer would be made for the company or for the voted securities. The following examples illustrate how these general policies may apply to proposals submitted by a companys board of directors. However, whether the Adviser supports or opposes a proposal will always depend on the specific circumstances described in the proxy statement and other available information. On matters of corporate governance, generally the Adviser will vote for proposals to: require independent tabulation of proxies and/or confidential voting by shareholders; reorganize in another jurisdiction (unless it would reduce the rights or preferences of the securities being voted); and repeal a shareholder rights plan (also known as a poison pill). The Adviser will generally vote against the adoption of such a plan (unless the plan is designed to facilitate, rather than prevent, unsolicited offers for the company). On matters of capital structure, generally the Adviser will vote: against proposals to authorize or issue shares that are senior in priority or voting rights to the securities being voted; for proposals to grant preemptive rights to the securities being voted; and against proposals to eliminate such preemptive rights. On matters relating to management compensation, generally the Adviser will vote: for stock incentive plans that align the recipients
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interests with the interests of shareholders without creating undue dilution; and against proposals that would permit the amendment or replacement of outstanding stock incentives with new stock incentives having more favorable terms. On matters relating to corporate transactions, the Adviser will vote proxies relating to proposed mergers, capital reorganizations, and similar transactions in accordance with the general policy, based upon its analysis of the proposed transaction. The Adviser will vote proxies in contested elections of directors in accordance with the general policy, based upon its analysis of the opposing slates and their respective proposed business strategies. Some transactions may also involve proposed changes to the companys corporate governance, capital structure or management compensation. The Adviser will vote on such changes based on its evaluation of the proposed transaction or contested election. In these circumstances, the Adviser may vote in a manner contrary to the general practice for similar proposals made outside the context of such a proposed transaction or change in the board. For example, if the Adviser decides to vote against a proposed transaction, it may vote for anti-takeover measures reasonably designed to prevent the transaction, even though the Adviser typically votes against such measures in other contexts. The Adviser generally votes against proposals submitted by shareholders without the favorable recommendation of a companys board. The Adviser believes that a companys board should manage its business and policies, and that shareholders who seek specific changes should strive to convince the board of their merits or seek direct representation on the board. In addition, the Adviser will not vote if it determines that the consequences or costs outweigh the potential benefit of voting. For example, if a foreign market requires shareholders casting proxies to retain the voted shares until the meeting date (thereby rendering the shares illiquid for some period of time), the Adviser will not vote proxies for such shares. Proxy Voting Procedures The Adviser has established a Proxy Voting Committee (Proxy Committee), to exercise all voting discretion granted to the Adviser by the Board in accordance with the proxy voting policies. The Adviser has hired Investor Responsibility Research Center (IRRC) to obtain, vote, and record proxies in accordance with the Proxy Committees directions. The Proxy Committee directs IRRC by means of Proxy Voting Guidelines, and IRRC may vote any proxy as directed in the Proxy Voting Guidelines without further direction from the Proxy Committee (and may make any determinations required to implement the Proxy Voting Guidelines). However, if the Proxy Voting Guidelines require case-by-case direction for a proposal, IRRC will provide the Proxy Committee with all information that it has obtained regarding the proposal and the Proxy Committee will provide specific direction to IRRC. The Advisers proxy voting procedures generally permit the Proxy Committee to amend the Proxy Voting Guidelines, or override the directions provided in such Guidelines, whenever necessary to comply with the proxy voting policies. Conflicts of Interest The Adviser has adopted procedures to address situations where a matter on which a proxy is sought may present a potential conflict between the interests of the Fund (and its shareholders) and those of the Adviser or Distributor. This may occur where a significant business relationship exists between the Adviser (or its affiliates) and a company involved with a proxy vote. A company that is a proponent, opponent, or the subject of a proxy vote, and which to the knowledge of the Proxy Committee has this type of significant business relationship, is referred to as an Interested Company. The Adviser has implemented the following procedures in order to avoid concerns that the conflicting interests of the Adviser have influenced proxy votes. Any employee of the Adviser who is contacted by an Interested Company regarding proxies to be voted by the Adviser must refer the Interested Company to a member of the Proxy Committee, and must inform the Interested Company that the Proxy Committee has exclusive authority to determine how the Adviser will vote. Any Proxy Committee member contacted by an Interested Company must report it to the full Proxy Committee and provide a written summary of the communication. Under no circumstances will the Proxy Committee or any member of the Proxy Committee make a commitment to an Interested Company regarding the voting of proxies or disclose to an Interested Company how the Proxy Committee has directed such proxies to be voted. If the Proxy Voting Guidelines already provide specific direction on the proposal in question, the Proxy Committee shall not alter or amend such directions. If the Proxy Voting Guidelines require the Proxy Committee to provide further direction, the Proxy Committee shall do so in accordance with the proxy voting policies, without regard for the interests of the Adviser with respect to the Interested Company. If the Proxy Committee provides any direction as to the voting of proxies relating to a proposal affecting an Interested Company, it must disclose to the Funds Board information regarding: the significant business relationship; any material communication with the Interested Company; the matter(s) voted on; and how, and why, the Adviser voted as it did. If the Fund holds shares of another investment company for which the Adviser (or an affiliate) acts as an investment adviser, the Proxy Committee will vote the Funds proxies in the same proportion as the votes cast by shareholders who are not clients of the Adviser at any shareholders meeting called by such investment company, unless otherwise directed by the Board.
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First Trust Advisors, L.P.
First Trust has adopted a proxy voting policy that seeks to ensure that proxies for securities held by each Fund are voted consistently and solely in the best economic interests of the Fund. A senior member of First Trust is responsible for oversight of the Funds proxy voting process. First Trust has engaged the services of Institutional Shareholder Services, Inc. (ISS), to make recommendations to First Trust on the voting of proxies relating to securities held by the Funds. ISS provides voting recommendations based upon established guidelines and practices. First Trust reviews ISS recommendations and frequently follows the ISS recommendations. However, on selected issues, First Trust may not vote in accordance with the ISS recommendations when First Trust believes that specific ISS recommendations are not in the best interests of the Fund. If First Trust manages the assets of a company or its pension plan and any of First Trusts clients hold any securities of that company, First Trust will vote proxies relating to such companys securities in accordance with the ISS recommendations to avoid any conflict of interest. If a client requests First Trust to follow specific voting guidelines or additional guidelines, First Trust will review the request and inform the client only if First Trust is not able to follow the clients request. First Trust has adopted the ISS Proxy Voting Guidelines. While these guidelines are not intended to be all-inclusive, they do provide guidance on First Trusts general voting policies.
Goldman Sachs Asset Management, L.P. GOLDMAN SACHS FUNDS DESCRIPTION OF PROXY VOTING POLICY Goldman Sachs Trust and Goldman Sachs Variable Insurance Trust, on behalf of the Goldman Sachs Funds (the Funds), have delegated the voting of portfolio securities to Goldman Sachs Asset Management, L.P. and Goldman Sachs Asset Management International (collectively the Investment Adviser). The Investment Adviser has adopted policies and procedures (the Policy) for the voting of proxies on behalf of client accounts for which the Investment Adviser has voting discretion, including the Funds. Under the Policy, the Investment Advisers guiding principles in performing proxy voting are to make decisions that: (i) favor proposals that tend to maximize a companys shareholder value; and (ii) are not influenced by conflicts of interest. These principles reflect the Investment Advisers belief that sound corporate governance will create a framework within which a company can be managed in the interests of its shareholders. The principles and positions reflected in the Policy are designed to guide the Investment Adviser in voting proxies, and not necessarily in making investment decisions. Senior management of the Investment Adviser will periodically review the Policy to ensure that it continues to be consistent with the Investment Advisers guiding principles. Public Equity Investments. To implement these guiding principles for investments in publicly-traded equities, the Investment Adviser follows proxy voting guidelines (the Guidelines) developed by Institutional Shareholder Services (ISS), except in certain circumstances, which are generally described below. The Guidelines embody the positions and factors the Investment Adviser generally considers important in casting proxy votes. They address a wide variety of individual topics, including, among others, shareholder voting rights, anti-takeover defenses, board structures, the election of directors, executive and director compensation, reorganizations, mergers, and various shareholder proposals. ISS has been retained to review proxy proposals and make voting recommendations in accordance with the Guidelines. While it is the Investment Advisers policy generally to follow the Guidelines and recommendations from ISS, the Investment Advisers portfolio management teams (Portfolio Management Teams) retain the authority on any particular proxy vote to vote differently from the Guidelines or a related ISS recommendation, in keeping with their different investment philosophies and processes. Such decisions, however, remain subject to a review and approval process, including a determination that the decision is not influenced by any conflict of interest. In forming their views on particular matters, the Portfolio Management Teams are also permitted to consider applicable regional rules and practices, including codes of conduct and other guides, regarding proxy voting, in addition to the Guidelines and recommendations from ISS. In addition to assisting the Investment Adviser in developing substantive proxy voting positions, ISS also updates and revises the Guidelines on a periodic basis, and the revisions are reviewed by the Investment Adviser to determine whether they are consistent with the Investment Advisers guiding principles. ISS also assists the Investment Adviser in the proxy voting process by providing operational, recordkeeping and reporting services. The Investment Adviser is responsible for reviewing its relationship with ISS and for evaluating the quality and effectiveness of the various services provided by ISS. The Investment Adviser may hire other service providers to replace or supplement ISS with respect to any of the services the Investment Adviser currently receives from ISS.
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The Investment Adviser has implemented procedures that are intended to prevent conflicts of interest from influencing proxy voting decisions. These procedures include the Investment Advisers use of ISS as an independent third party, a review and approval process for individual decisions that do not follow ISSs recommendations, and the establishment of information barriers between the Investment Adviser and other businesses within The Goldman Sachs Group, Inc. Fixed Income and Private Investments. Voting decisions with respect to fixed income securities and the securities of privately held issuers generally will be made by a Funds managers based on their assessment of the particular transactions or other matters at issue.
Hotchkis and Wiley Capital Management, LLC Generally, and except to the extent that a client otherwise instructs Hotchkis and Wiley Capital Management, LLC (HWCM) in writing, HWCM will vote (by proxy or otherwise) in all matters for which a shareholder vote is solicited by, or with respect to, issuers of securities beneficially held in client accounts in such manner as HWCM deems appropriate in accordance with its written policies and procedures. These policies and procedures set forth guidelines for voting typical proxy proposals. However, each proxy issue will be considered individually in order that HWCM may consider what would be in its clients best interest. Further, where a proxy proposal raises a material conflict of interest between the interests of HWCM and its client, HWCM will vote according to its predetermined specific policy. The Compliance Department will review the vote to determine that the decision was based on the clients best interest and was not the product of the conflict. HWCM utilizes a third party service provider to provide administrative assistance in connection with the voting of proxies, including certain record keeping and reporting functions.
J.P. Morgan Investment Management, Inc.
Voting Policy Each investment adviser within the JPMorgan Asset Management group, (each referred to individually as a JPMAM Entity and collectively as JPMAM), may be granted by its clients the authority to vote the proxies of the securities held in client portfolios. To ensure that the proxies are voted in the best interests of its clients, JPMAM has adopted detailed proxy voting procedures (Procedures) that incorporate detailed proxy guidelines (Guidelines) for voting proxies on specific types of issues. Each of the investment advisers listed on Exhibit A below acts as investment adviser or subadviser to a fund in the JPMorgan Funds. Each JPMorgan Fund, with the exception of JPMorgan Value Opportunities Fund, JPMorgan Multi-Manager Small Cap Growth Fund and the portion of the JPMorgan Multi-Manager Small Cap Value Fund not sub-advised by JPMIM, Undiscovered Managers Behavioral Growth Fund, Undiscovered Managers Behavioral Value Fund, Undiscovered Managers Small Cap Growth Fund, and Highbridge Statistical Market Neutral Fund has granted its adviser the authority to vote proxies for the Funds in accordance with these Procedures and Guidelines.* The JPMorgan Value Opportunities Fund votes proxies in accordance with its own voting policies. The JPMorgan Multi-Manager Small Cap Growth Fund and the portion of the JPMorgan Multi-Manager Small Cap Value Fund that is not sub-advised by JPMIM, vote proxies in accordance with the voting policies of their subadvisers. The Undiscovered Managers Behavioral Growth Fund, Undiscovered Managers Behavioral Value Fund and Undiscovered Managers Small Cap Growth Fund and Highbridge Statistical Market Neutral Fund vote proxies in accordance with the voting policies of their subadvisers.
JPMAM currently has separate guidelines for each of the following regions: (1) North America, (2) Europe, Middle East, Africa, Central America and South America, (3) Asia (ex-Japan) and (4) Japan. As a general rule, in voting proxies of a particular security, each JPMAM Entity will apply the guidelines of the region in which the issuer of such security is organized.
Pursuant to the Procedures, most routine proxy matters will be voted in accordance with the Guidelines, which have been developed with the objective of encouraging corporate action that enhances shareholder value. For proxy matters that are not covered by the Guidelines, matters that require a case-by-case determination or matters where a vote contrary to the Guidelines is considered appropriate, the Procedures require a certification and review process to be completed before the vote is cast. That process is designed to identify actual or potential material conflicts of interest and ensure that the proxy vote is cast in the best interests of clients.
To oversee and monitor the proxy-voting process, each JPMAM advisory entity has established a proxy committee and appointed a proxy administrator in each global location where proxies are voted. Each proxy committee will meet periodically to review general proxy-voting matters, review and approve the Guidelines annually, and provide advice and recommendations on general proxy-voting matters as well as on specific voting issues presented by the relevant JPMAM entity. The Procedures permit an independent proxy voting service to perform certain services otherwise carried out or coordinated by the proxy administrator.
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A copy of the JPMAM Global Proxy Voting Procedures and Guidelines, the JPMorgan Value Opportunities Fund Proxy Voting Procedures and Policy, and the policies of the subadvisers to the JPMorgan Multi-Manager Small Cap Growth Fund, the JPMorgan Multi-Manager Small Cap Value Fund, Undiscovered Managers Behavioral Growth Fund, Undiscovered Managers Behavioral Value Fund, Undiscovered Managers Small Cap Growth Fund and Highbridge Statistical Market Neutral Fund can be ordered via the website under the Literature Forms section, or upon request by contacting our Service Center at 1-800-480-4111. If you choose to order via the web, there is a brief registration that must be filled out.
*The JPMorgan Multi-Manager Funds are only available through JPMorgan Private Bank.
Exhibit A
Highbridge Capital Management LLC JPMorgan High Yield Partners LLC JPMorgan Investment Advisors Inc. J.P. Morgan Fleming Asset Management (UK) Limited J.P. Morgan Investment Management Inc. JF International Management Inc. Security Capital Research Management
Lee Munder Capital Group Voting Guidelines for the Lee Munder Capital Group (the Firm) are outlined below and generally seek to maximize shareholder value. Board of Directors : Our investment strategies seek to favor companies in which we believe there is positive growth potential or other attributes. We generally do not take positions in companies with the intent of effecting change. As a result, we would normally vote in favor of the Board slate presented. However, there are some actions by directors that would result in votes being withheld. These instances may include: unsatisfactory attendance; actions that appear to not be in the best interests of shareholders, including implementation of poison pills, ignoring a shareholder proposal that is approved by a majority of the shares outstanding, failing to act on takeover offers where the majority of the shareholders have tendered their shares; where such directors are inside directors and the inside directors represent a large percentage of the board, and may also sit on the audit, compensation, or nominating committees; directors who enacted egregious corporate governance polices or fail to replace management as appropriate would be subject to recommendations to withhold votes. Auditors : We would generally vote in favor of the Board recommendation, unless an auditor has financial interest in or association with the company, and is therefore not independent; or there is reason to believe that the independent auditor has rendered an opinion that is neither accurate nor indicative of the companys financial position. Option plans : Option plans are generally reviewed on a case-by-case basis. The major factor we consider is dilution (no more than 10%-12%), although reload and re-pricing options also factor in (which we do not support either). We will also consider the shareholder cost of the plan. Employee stock purchase plans : We would review on a case-by-case basis, however, pricing is an important factor, where in general we would support a purchase price at least 85 percent of fair market value. We would vote against proposals to eliminate cumulative voting. Vote for proposals to restore or permit cumulative voting on a case-by-case basis relative to the companys other governance provisions. We would vote against proposals to classify the board and vote for proposals to repeal classified boards and to elect all directors annually. We would vote against open-ended any other business. Mergers and Corporate restructuring : Would be reviewed on a case-by-case basis. Other Proposals : Generally reviewed on a case-by-case basis. Shareholder proposals : Would be reviewed on a case-by-case basis. Conflicts of Interest : Could exist when the Firm holds a security issued by a client in client portfolios, and the Firm is required to vote that security. When there is a potential conflict with a client the Firm will look to these Guidelines and the ISS recommendation for voting guidance.
Lord Abbett & Co., LLC Lord Abbett has a Proxy Committee responsible for establishing voting policies and for the oversight of its proxy voting process. Lord Abbetts Proxy Committee consists of the portfolio managers of each investment team and certain members of those teams, the Director of Equity Investments, the Firms Managing Member and its General Counsel. Once policy is established, it is the responsibility of each investment team leader to assure that each proxy for that teams portfolio is voted in a timely manner in accordance with those policies. In each case where an investment team declines to follow a recommendation of a companys management, a detailed explanation of the reason(s) for the decision is entered into the proxy voting system. Lord Abbett has retained Institutional Shareholder Services (ISS) to analyze proxy issues and recommend voting on those issues, and to provide assistance in the administration of the proxy process, including maintaining complete proxy voting records. The Boards of Directors of each of the Lord Abbett Mutual Funds established several years ago a Proxy Committee, composed solely of independent directors. The Funds Proxy Committee Charter provides that the Committee shall (i) monitor the actions of Lord Abbett in voting securities owned by the Funds; (ii) evaluate the policies of Lord Abbett in voting securities; (iii) meet with Lord Abbett to review the policies in voting securities, the sources of information used in determining how to vote on particular matters, and the procedures used to determine the votes in any situation where there may be a conflict of interest.
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Lord Abbett is a privately-held firm, and we conduct only one business: we manage the investment portfolios of our clients. We are not part of a larger group of companies conducting diverse financial operations. We would therefore expect, based on our past experience, that the incidence of an actual conflict of interest involving Lord Abbetts proxy voting process would be limited. Nevertheless, if a potential conflict of interest were to arise, involving one or more of the Lord Abbett Funds, where practicable we would disclose this potential conflict to the affected Funds Proxy Committees and seek voting instructions from those Committees in accordance with the procedures described below under Specific Procedures for Potential Conflict Situations. If it were not practicable to seek instructions from those Committees, Lord Abbett would simply follow its proxy voting policies or, if the particular issue were not covered by those policies, we would follow a recommendation of ISS. If such a conflict arose with any other client, Lord Abbett would simply follow its proxy voting policies or, if the particular issue were not covered by those policies, we would follow the recommendation of ISS. Election of Directors: Lord Abbett will generally vote in accordance with managements recommendations on the election of directors. However, votes on director nominees are made on a case-by-case basis. Lord Abbett will generally approve proposals to elect directors annually. The ability to elect directors is the single most important use of the shareholder franchise, and all directors should be accountable on an annual basis. Incentive Compensation Plans: Lord Abbett usually votes with management regarding employee incentive plans and changes in such plans, but these issues are looked at very closely on a case-by-case basis. Lord Abbett uses ISS for guidance on appropriate compensation ranges for various industries and company sizes. In large-cap companies, Lord Abbett would generally vote against plans that promoted short-term performance at the expense of longer-term objectives. Dilution, either actual or potential, is, of course, a major consideration in reviewing all incentive plans. Team leaders in small- and mid-cap companies often view option plans and other employee incentive plans as a critical component of such companies compensation structure, and have discretion to approve such plans, notwithstanding dilution concerns. Lord Abbett generally opposes cumulative voting proposals on the ground that a shareowner or special group electing a director by cumulative voting may seek to have that director represent a narrow special interest rather than the interests of the shareholders as a whole. Shareholder Rights Cumulative Voting: We generally oppose cumulative voting proposals on the basis that a shareowner or special group electing a director by cumulative voting may seek to have that director represent a narrow special interest rather than the interests of the shareholders as a whole. Confidential Voting: On balance, Lord Abbett believes shareholder proposals regarding confidential balloting should generally be approved, unless in a specific case, countervailing arguments appear compelling. Supermajority Voting: Supermajority provisions violate the principle that a simple majority of voting shares should be all that is necessary to effect change regarding a company and its corporate governance provisions. Takeover Issues: Votes on mergers and acquisitions must be considered on a case-by-case basis. It is Lord Abbetts policy to vote against management proposals to require supermajority shareholder vote to approve mergers and other significant business combinations, and to vote for shareholder proposals to lower supermajority vote requirements for mergers and acquisitions. Restructuring proposals will also be evaluated on a case-by-case basis following the same guidelines as those used for mergers. Among the more important issues that Lord Abbett supports, as long as they are not tied in with other measures that clearly entrench management, are: Anti-greenmail provisions, Fair Price Amendments, Shareholder Rights Plans and Chewable Pill provisions. Social Issues: It is Lord Abbetts general policy to vote as management recommends on social issues, unless we feel that voting otherwise will enhance the value of our holdings. Client Voting Instructions: A client may instruct Lord Abbett how to vote a particular proxy or how to vote all proxies for securities held in its Lord Abbett account. Lord Abbett will accept such voting instructions from a client. Obtaining Further Information: If a Lord Abbett institutional client would like a copy of Lord Abbetts complete proxy voting policies and procedures or information as to how Lord Abbett voted the securities in the clients account, the client should call (201) 395-2467 and request such policies and procedures and/or such proxy voting information. If a client of Lord Abbetts Separately Managed Accounts would like the complete policies and procedures or voting information, that client should contact their Program Sponsor and request their Program Sponsor to call Lord Abbetts Portfolio Specialist Group at (866) 772-3375 and request that information. LSV Asset Management LSV Asset Management (LSV) has adopted proxy voting guidelines that provide direction in determining how various types of
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LSV Asset Management LSV Asset Management (LSV) has adopted proxy voting guidelines that provide direction in determining how various types of proxy issues are to be voted. LSVs purely quantitative investment process does not provide output or analysis that would be functional in analyzing proxy issues. LSV therefore will retain an independent, expert third party, currently Institutional Shareholder Services (ISS). ISS will implement LSVs proxy voting process, provide assistance in developing guidelines for client accounts that are updated for current corporate governance issues, helping to ensure that clients best interests are served by voting decisions, and provide analysis of proxy issues on a case-by-case basis. LSV is responsible for monitoring ISS to ensure that proxies are adequately voted. LSV will vote issues contrary to, or issues not covered by, the guidelines only when LSV believes it is in the best interest of the client. Where the client has provided proxy voting guidelines to LSV, those guidelines will be followed, unless it is determined that a different vote would add more value to the clients holding of the security in question. Direction from a client on a particular proxy vote will take precedence over the guidelines. Clients are sent a copy of their respective guidelines on an annual basis. LSVs use of ISS is not a delegation of LSVs fiduciary obligation to vote proxies for clients. Should a material conflict arise between LSVs interest and that of its clients (e.g., a client bringing a shareholder action has solicited LSVs support; LSV manages a pension plan for a company whose management is soliciting proxies; or an LSV employee has a relative involved in management at an investee company), LSV will vote the proxies in accordance with the recommendation of the independent third party proxy voting service. A written record will be maintained describing the conflict of interest, and an explanation of how the vote taken was in the clients best interest. LSV may refrain from voting a proxy if the cost of voting the proxy exceeds the expected benefit to the client, for example in the case of voting a foreign security when the proxy must be translated into English or the vote must be cast in person. Clients may receive a copy of LSVs voting record for their account by request. LSV will additionally provide any mutual fund for which LSV acts as adviser or sub-adviser, a copy of LSVs voting record for the fund so that the fund may fulfill its obligation to report proxy votes to fund shareholders. Recordkeeping. In accordance with the recordkeeping rules, LSV will retain copies of its proxy voting policies and procedures; a copy of each proxy statement received regarding client securities (maintained by the proxy voting service and/or available on EDGAR); a record of each vote cast on behalf of a client (maintained by the proxy voting service); a copy of any document created that was material to the voting decision or that memorializes the basis for that decision (maintained by the proxy voting service); a copy of clients written requests for proxy voting information and a copy of LSVs written response to a clients request for proxy voting information for the clients account; and LSV will ensure that it may obtain access to the proxy voting services records promptly upon LSVs request.
Marsico Capital Management, LLC It is the policy of Marsico Capital Management, LLC (MCM) to seek to vote or otherwise process (such as by a decision to abstain or take no action) all proxies over which it has voting authority in the best interest of MCMs clients, as summarized here. · Under MCMs investment discipline, one of the qualities MCM usually seeks in companies it invests in for client portfolios is good management. Because MCM has some confidence that the managements of most portfolio companies it invests in for clients seek to serve shareholders best interests, we believe that voting proxies in our clients best economic interest ordinarily means voting with these managements recommendations. · Although MCM ordinarily will vote proxies with management recommendations, MCMs analysts generally review proxy proposals as part of our normal monitoring of portfolio companies and their managements. In rare cases, MCM might decide to vote a proxy against a management recommendation. MCM may notify affected clients of such a decision if it is reasonably feasible to do so. · MCM may process certain proxies in a manner other than by voting them, such as by abstaining from voting or by taking no action on certain proxies. Some examples include, without limitation, proxies issued by companies we have decided to sell, proxies issued for securities we did not select for a client portfolio (such as, without limitation, securities that were selected by the client or by a previous adviser, unsupervised securities held in a clients account, or money market securities or other securities selected by clients or their representatives other than MCM), or proxies issued by foreign companies that impose burdensome or unreasonable voting, power of attorney, or holding requirements. MCM also may abstain from voting, or take no action on, proxies in other circumstances, such as when voting with management may not be in the best economic interest of clients, or as an alternative to voting with
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management, or when voting may be unduly burdensome or expensive. MCM will not notify clients of these routine abstentions or decisions not to take action. · In circumstances when there may be an apparent material conflict of interest between MCMs interests and clients interests in how proxies are voted (such as when MCM knows that a proxy issuer is also an MCM client), MCM generally will resolve any appearance concerns by causing those proxies to be echo voted or mirror voted in the same proportion as other votes, or by voting the proxies as recommended by an independent service provider. MCM will not notify clients if it uses these routine procedures to resolve an apparent conflict. In rare cases, MCM might use other procedures to resolve an apparent conflict, and give notice to clients if it is reasonably feasible to do so. · MCM generally uses an independent service provider to help vote proxies, keep voting records, and disclose voting information to clients. MCMs proxy voting policy and information about the voting of a clients proxies are available to the client on request. · MCM seeks to ensure that, to the extent reasonably feasible, proxies for which MCM receives ballots in good order and receives timely notice will be voted or otherwise processed (such as through a decision to abstain or take no action) as intended under MCMs Proxy Voting policy and procedures. MCM may be unable to vote or otherwise process proxy ballotsthat are not received or processedin a timely manner due tofunctional limitations of the proxy voting system or other factors beyond MCMs control. Such ballots may include, without limitation,ballots for securities out on loan under securities lending programs initiated by the client or its custodian, ballots not timely forwarded by a custodian,or ballots for which MCM does not receive timely notice from a proxy voting service provider.
Massachusetts Financial Services Company (MFS) Massachusetts Financial Services Company, MFS Institutional Advisors, Inc., and MFS other investment adviser subsidiaries (collectively, MFS) have adopted proxy voting policies and procedures with respect to securities owned by the investment companies and separate accounts for which MFS serves as investment adviser and has the power to vote proxies. A . VOTING GUIDELINES General Policy; Potential Conflicts of Interest: MFS policy is that proxy voting decisions are made in light of all relevant factors affecting the anticipated impact of the vote on the long-term economic value of the relevant clients investments in the subject company, without regard to any of MFS corporate interests, such as distribution, 401(k) administration or institutional relationships, or the interests of any party other than the client. As a general matter, MFS maintains a consistent voting position with respect to similar proxy proposals made by various issuers. However, MFS recognizes that there are gradations in certain types of proposals ( e.g., poison pill proposals or the potential dilution caused by the issuance of new stock) that may result in different voting positions being taken with respect to the different proxy statements. Some items that otherwise would be acceptable will be voted against the proponent when it is seeking extremely broad flexibility without offering a valid explanation. In addition, MFS generally votes consistently on the same matter when securities of an issuer are held by multiple client accounts. MFS reviews proxy issues on a case-by-case basis, and there are instances when our judgment of the anticipated effect on the best long-term interests of our clients may warrant exceptions to the guidelines. The guidelines provide a framework within which the proxies are voted and have proven to be very workable in practice. These guidelines are reviewed internally and revised as appropriate. Any potential conflicts of interest with respect to proxy votes are decided in favor of our clients long-term economic interests. As a matter of policy, MFS will not be influenced in executing these voting rights by outside sources whose interests conflict with or are different from the interests of our clients who own these securities. The MFS Proxy Review Group is responsible for monitoring and reporting on all potential conflicts of interest. B. REVIEW, RECOMMENDATION AND VOTING PROCEDURES 1. Gathering Proxies: Nearly all proxies received by MFS originate at Automatic Data Processing Corp. (ADP). ADP and issuers send proxies and related material directly to the record holders of the shares beneficially owned by MFS clients, usually to the clients custodian or, less commonly, to the client itself. Each clients custodian is responsible for forwarding all proxy solicitation materials to MFS. This material will include proxy cards, reflecting the proper shareholdings of Funds and of clients on the record dates for such shareholder meetings, and proxy statements, the issuers explanation of the items to be voted upon. MFS, on behalf of itself and the Funds, has entered into an agreement with an independent proxy administration firm (the Proxy
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Administrator) pursuant to which the Proxy Administrator performs various proxy vote processing and recordkeeping functions for MFS Fund and institutional client accounts. The Proxy Administrator does not make recommendations to MFS as to how to vote any particular item. The Proxy Administrator receives proxy statements and proxy cards directly from various custodians, logs these materials into its database and matches upcoming meetings with MFS Fund and client portfolio holdings, which are input into the Proxy Administrators system by an MFS holdings datafeed. Through the use of the Proxy Administrator system, ballots and proxy material summaries for the upcoming shareholders meetings of over 10,000 corporations are available on-line to certain MFS employees, the MFS Proxy Consultant and the MFS Proxy Review Group and most proxies can be voted electronically. In addition to receiving the hard copies of materials relating to meetings of shareholders of issuers whose securities are held by the Funds and/or clients, the ballots and proxy statements can be printed from the Proxy Administrators system and forwarded for review. 2. Analyzing Proxies: After input into the Proxy Administrator system, proxies which are deemed to be completely routine ( e.g ., those involving only uncontested elections of directors, appointments of auditors, and/or employee stock purchase plans)(2) are automatically voted in favor by the Proxy Administrator without being sent to either the MFS Proxy Consultant or the MFS Proxy Review Group for further review. Proxies that pertain only to merger and acquisition proposals are forwarded initially to an appropriate MFS portfolio manager or research analyst for his or her recommendation. All proxies that are reviewed by either the MFS Proxy Consultant or a portfolio manager or analyst are then forwarded with recommendation to the MFS Proxy Review Group. Recommendations with respect to voting on non-routine issues are generally made by the MFS Proxy Consultant in light of the policies referred to above and all other relevant materials. His or her recommendation as to how each proxy proposal should be voted is indicated on copies of proxy cards, including his or her rationale on significant items. These cards are then forwarded to the MFS Proxy Review Group. As a general matter, portfolio managers and investment analysts are consulted and involved in developing MFS substantive proxy voting guidelines, but have little or no involvement in or knowledge of proxy proposals or voting positions (2) Proxies for foreign companies often contain significantly more voting items than those of U.S. companies. Many of these items on foreign proxies involve repetitive, non-controversial matters that are mandated by local law. Accordingly, there is an expanded list of items that are deemed routine (and therefore automatically voted in favor for foreign issuers, including the following: (i) receiving financial statements or other reports from the board; (ii) approval of declarations of dividends; (iii) appointment of shareholders to sign board meeting minutes; (iv) the discharge of management and supervisory boards; and (v) approval of share repurchase programs taken by MFS. This is designed to promote consistency in the application of MFS voting guidelines, to promote consistency in voting on the same or similar issues (for the same or for multiple issuers) across all client accounts, and to minimize or remove the potential that proxy solicitors, issuers, and third parties might attempt to exert influence on the vote or might create a conflict of interest that is not in the best long-term economic interests of our client. In limited, specific instances ( e.g ., mergers), the MFS Proxy Consultant or the MFS Proxy Review Group may consult with or seek recommendations from portfolio managers or analysts. The MFS Proxy Review Group would ultimately determine the manner in which all proxies are voted. 3. Voting Proxies: After the proxy card copies are reviewed, they are voted electronically through the Proxy Administrators system. In accordance with its contract with MFS, the Proxy Administrator also generates a variety of reports for the MFS Proxy Consultant and the MFS Proxy Review Group, and makes available on-line various other types of information so that the MFS Proxy Review Group and the MFS Proxy Consultant may monitor the votes cast by the Proxy Administrator on behalf of MFS clients.
C. MONITORING SYSTEM It is the responsibility of the Proxy Administrator and MFS Proxy Consultant to monitor the proxy voting process. As noted above, when proxy materials for clients are received, they are forwarded to the Proxy Administrator and are input into the Proxy Administrators system. Additionally, through an interface with the portfolio holdings database of MFS, the Proxy Administrator matches a list of all MFS Funds and clients who hold shares of a companys stock and the number of shares held on the record date with the Proxy Administrators listing of any upcoming shareholders meeting of that company. When the Proxy Administrators system tickler shows that the date of a shareholders meeting is approaching, a Proxy Administrator representative checks that the vote for MFS Funds and clients holding that security has been recorded in the computer system. If a proxy card has not been received from the clients custodian, the Proxy Administrator calls the custodian requesting that the materials be forward immediately. If it is not possible to receive the proxy card from the custodian in time to be voted at the meeting, MFS may instruct the custodian to cast the vote in the manner specified and to mail the proxy directly to the issuer.
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D. RECORDS RETENTION AND REPORTS
Proxy solicitation materials, including electronic versions of the proxy cards completed by the MFS Proxy Consultant and the MFS Proxy Review Group, together with their respective notes and comments, are maintained in an electronic format by the Proxy Administrator and are accessible on-line by the MFS Proxy Consultant and the MFS Proxy Review Group. All proxy voting materials and supporting documentation, including records generated by the Proxy Administrators system as to proxies processed, the dates when proxies were received and returned, and the votes on each companys proxy issues, are retained for six years. At any time, a report can be printed by MFS for each client who has requested that MFS furnish a record of votes cast. The report specifies the proxy issues which have been voted for the client during the year and the position taken with respect to each issue. Generally, MFS will not divulge actual voting practices to any party other than the client or its representatives (or an appropriate governmental agency) because we consider that information to be confidential and proprietary to the client. On an annual basis, the MFS Proxy Consultant and the MFS Proxy Review Group report at an MFS equity management meeting on votes cast during the past year against management on the proxy statements of companies whose shares were held by the Funds and other clients
Neuberger Berman Management Inc. Neuberger Berman has implemented written Proxy Voting Policies and Procedures (Proxy Voting Policy) that are designed to reasonably ensure that Neuberger Berman votes proxies prudently and in the best interest of its advisory clients for whom Neuberger Berman has voting authority. The Proxy Voting Policy also describes how Neuberger Berman addresses any conflicts that may arise between its interests and those of its clients with respect to proxy voting. Neuberger Bermans Proxy Committee is responsible for developing, authorizing, implementing and updating the Proxy Voting Policy, overseeing the proxy voting process, and engaging and overseeing any independent third-party vendors as voting delegate to review, monitor and/or vote proxies. In order to apply the Proxy Voting Policy noted above in a timely and consistent manner, Neuberger Berman utilizes Institutional Shareholder Services Inc. (ISS) to vote proxies in accordance with Neuberger Bermans voting guidelines. For socially responsive clients, Neuberger Berman has adopted socially responsive voting guidelines. For non-socially responsive clients, Neuberger Bermans guidelines adopt the voting recommendations of ISS. Neuberger Berman retains final authority and fiduciary responsibility for proxy voting. Neuberger Berman believes that this process is reasonably designed to address material conflicts of interest that may arise between Neuberger Berman and a client as to how proxies are voted. In the event that an investment professional at Neuberger Berman believes that it is in the best interest of a client or clients to vote proxies in a manner inconsistent with Neuberger Bermans proxy voting guidelines or in a manner inconsistent with ISS recommendations, the Proxy Committee will review information submitted by the investment professional to determine that there is no material conflict of interest between Neuberger Berman and the client with respect to the voting of the proxy in that manner. If the Proxy Committee determines that the voting of a proxy as recommended by the investment professional presents a material conflict of interest between Neuberger Berman and the client or clients with respect to the voting of the proxy, the proxy Committee shall: (i) take no further action, in which case ISS shall vote such proxy in accordance with the proxy voting guidelines or as ISS recommends; (ii) disclose such conflict to the client or clients and obtain written direction from the client as to how to vote the proxy; (iii) suggest that the client or clients engage another party to determine how to vote the proxy; or (iv) engage another independent third party to determine how to vote the proxy.
Pacific Investment Management Company LLC Pacific Investment Management Company LLC (PIMCO) has adopted written proxy voting policies and procedures (Proxy Policy) as required by Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. PIMCO has implemented the Proxy Policy for each of its clients as required under applicable law, unless expressly directed by a client in writing to refrain from voting that clients proxies. Recognizing that proxy voting is a rare event in the realm of fixed income investing and is typically limited to solicitation of consent to changes in features of debt securities, the Proxy Policy also applies to any voting rights and/or consent rights of PIMCO, on behalf of its clients, with respect to debt securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures. The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of PIMCOs clients. Each proxy is voted on a case-by-case basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances at the time of the vote. In general, PIMCO reviews and
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considers corporate governance issues related to proxy matters and generally supports proposals that foster good corporate governance practices. PIMCO may vote proxies as recommended by management on routine matters related to the operation of the issuer and on matters not expected to have a significant economic impact on the issuer and/or its shareholders. PIMCO will supervise and periodically review its proxy voting activities and implementation of the Proxy Policy. PIMCO will review each proxy to determine whether there may be a material conflict between PIMCO and its client. If no conflict exists, the proxy will be forwarded to the appropriate portfolio manager for consideration. If a conflict does exist, PIMCO will seek to resolve any such conflict in accordance with the Proxy Policy. PIMCO seeks to resolve any material conflicts of interest by voting in good faith in the best interest of its clients. If a material conflict of interest should arise, PIMCO will seek to resolve such conflict in the clients best interest by pursuing any one of the following courses of action: (i) convening a committee to assess and resolve the conflict; (ii) voting in accordance with the instructions of the client; (iii) voting in accordance with the recommendation of an independent third-party service provider; (iv) suggesting that the client engage another party to determine how the proxy should be voted; (v) delegating the vote to a third-party service provider; or (vi) voting in accordance with the factors discussed in the Proxy Policy. Clients may obtain a copy of PIMCOs written Proxy Policy and the factors that PIMCO may consider in determining how to vote a clients proxy. Except as required by law, PIMCO will not disclose to third parties how it voted on behalf of a client. However, upon request from an appropriately authorized individual, PIMCO will disclose to its clients or the entity delegating the voting authority to PIMCO for such clients, how PIMCO voted such clients proxy. In addition, a client may obtain copies of PIMCOs Proxy Policy and information as to how its proxies have been voted by contacting PIMCO.
Prudential Investment Management, Inc. Summary of PIM Proxy Voting Policy
The overarching goal of each of the asset management units within Prudential Investment Management, Inc. (PIM) is to vote proxies in the best interests of their respective clients based on the clients priorities. Client interests are placed ahead of any potential interest of PIM or its Asset Management Units.
Because the various asset management units within PIM manage distinct classes of assets with differing management styles, some units will consider each proxy on its individual merits while other units may adopt a pre-determined set of voting guidelines. The specific voting approach of each unit is noted below.
A committee comprised of senior business representatives from each of the asset management units together with relevant regulatory personnel oversees the proxy voting process and monitors potential conflicts of interests. The committee is responsible for interpretation of the proxy voting policy and periodically assess the policys effectiveness. In addition, should the need arise, the committee is authorized to handle any proxy matter involving an actual or apparent conflict of interest that cannot be resolved at the level of an individual asset management business unit.
In all cases, clients may obtain the proxy voting policies and procedures of the various PIM asset management units, and information is available to each client concerning the voting of proxies with respect to the clients securities, simply by contacting the client service representative of the respective unit.
Voting Approach of PIM Asset Management Units
Prudential Fixed Income : As this asset management unit invests almost exclusively in public debt, there are few traditional proxies voted in this unit. Generally, when a proxy is received, this unit will vote with management on routine matters such as the appointment of accountants or the election of directors. With respect to non-routine matters such as proposed anti-takeover provisions or mergers the financial impact will be analyzed and the proxy will be voted on a case-by-case basis. Specifically, if a proxy involves:
a proposal regarding a merger, acquisition or reorganization,
a proposal that is not addressed in the units detailed policy statement, or
circumstances that suggest a vote not in accordance with the detailed policy, the proxy will be referred to the applicable portfolio manager(s)for individual consideration.
Prudential Real Estate Investors : As this asset management unit invests primarily in real estate and real estate related interests, there are few traditional proxies voted in this unit. Generally, when a proxy is received, this unit will vote with management on routine matters such as the appointment of accountants or the election of directors. With respect to non-routine matters such as proposed anti-takeover provisions or mergers the financial impact will be analyzed and the proxy will be voted on a case-by-case basis.
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Specifically, if a proxy involves:
a proposal regarding a merger, acquisition or reorganization,
a proposal that is not addressed in the units detailed policy statement, or
circumstances that suggest a vote not in accordance with the detailed policy, the proxy will be referred to the relevant portfolio manager(s) for individual consideration.
Prudential Capital Group : As this asset management unit invests almost exclusively in privately placed debt, there are few, if any, traditional proxies voted in this unit. As a result, this unit evaluates each proxy it receives and votes on a case-by-case basis. Considerations will include the detailed knowledge of the issuers financial condition, long- and short-term economic outlook for the issuer, its capital structure and debt-service obligations, the issuers management team and capabilities, as well as other pertinent factors. In short, this unit attempts to vote all proxies in the best economic interest of its clients based on the clients expressed priorities, if any.
Salomon Brothers Asset Management Inc (SaBAM) PROXY VOTING GUIDELINES PROCEDURES SUMMARY The following is a brief overview of the Proxy Voting Policies and Procedures (the Policies) that SaBAM has adopted to seek to ensure that SaBAM votes proxies relating to equity securities in the best interest of clients. SaBAM votes proxies for each client account with respect to which it has been authorized to vote proxies. In voting proxies, SaBAM is guided by general fiduciary principles and seeks to act prudently and solely in the best interest of clients. SaBAM attempts to consider all factors that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize shareholder values. SaBAM may utilize an external service provider to provide it with information and/or a recommendation with regard to proxy votes. However, the SaBAM adviser (business unit) continues to retain responsibility for the proxy vote. In the case of a proxy issue for which there is a stated position in the Policies, SaBAM generally votes in accordance with such stated position. In the case of a proxy issue for which there is a list of factors set forth in the Policies that SaBAM considers in voting on such issue, SaBAM votes on a case-by-case basis in accordance with the general principles set forth above and considering such enumerated factors. In the case of a proxy issue for which there is no stated position or list of factors that SaBAM considers in voting on such issue, SaBAM votes on a case-by-case basis in accordance with the general principles set forth above. Issues for which there is a stated position set forth in the Policies or for which there is a list of factors set forth in the Policies that SaBAM considers in voting on such issues fall into a variety of categories, including election of directors, ratification of auditors, proxy and tender offer defenses, capital structure issues, executive and director compensation, mergers and corporate restructurings, and social and environmental issues. The stated position on an issue set forth in the Policies can always be superseded, subject to the duty to act solely in the best interest of the beneficial owners of accounts, by the investment management professionals responsible for the account whose shares are being voted. Issues applicable to a particular industry may cause SaBAM to abandon a policy that would have otherwise applied to issuers generally. As a result of the independent investment advisory services provided by distinct SaBAM business units, there may be occasions when different business units or different portfolio managers within the same business unit vote differently on the same issue. A SaBAM business unit or investment team (e.g. SaBAMs Social Awareness Investment team) may adopt proxy voting policies that supplement these policies and procedures. In addition, in the case of Taft-Hartley clients, SaBAM will comply with a client direction to vote proxies in accordance with Institutional Shareholder Services (ISS) PVS Voting Guidelines, which ISS represents to be fully consistent with AFL-CIO guidelines. In furtherance of SaBAMs goal to vote proxies in the best interest of clients, SaBAM follows procedures designed to identify and address material conflicts that may arise between SaBAMs interests and those of its clients before voting proxies on behalf of such clients. To seek to identify conflicts of interest, SaBAM periodically notifies SaBAM employees in writing that they are under an obligation (i) to be aware of the potential for conflicts of interest on the part of SaBAM with respect to voting proxies on behalf of client accounts both as a result of their personal relationships and due to special circumstances that may arise during the conduct of SaBAMs business, and (ii) to bring conflicts of interest of which they become aware to the attention of CAMs compliance personnel. SaBAM also maintains and considers a list of significant SaBAM relationships that could present a conflict of interest for SaBAM in voting proxies. SaBAM is also sensitive to the fact that a significant, publicized relationship between an issuer and a non-SaBAM Legg Mason affiliate might appear to the public to influence the manner in which SaBAM decides to vote a proxy with respect to such issuer. Absent special circumstances or a significant, publicized non-SaBAM Legg Mason affiliate relationship that SaBAM for prudential reasons treats as a potential conflict of interest because such relationship might appear to the public to influence the manner in which SaBAM decides to vote a proxy, SaBAM generally takes the position that relationships between a non-SaBAM Legg
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Mason affiliate and an issuer (e.g. investment management relationship between an issuer and a non-SaBAM Legg Mason affiliate) do not present a conflict of interest for SaBAM in voting proxies with respect to such issuer. Such position is based on the fact that SaBAM is operated as an independent business unit from other Legg Mason business units as well as on the existence of information barriers between SaBAM and certain other Legg Mason business units. SaBAM maintains a Proxy Voting Committee to review and address conflicts of interest brought to its attention by SaBAM compliance personnel. A proxy issue that will be voted in accordance with a stated SaBAM position on such issue or in accordance with the recommendation of an independent third party is not brought to the attention of the Proxy Voting Committee for a conflict of interest review because SaBAMs position is that to the extent a conflict of interest issue exists, it is resolved by voting in accordance with a pre-determined policy or in accordance with the recommendation of an independent third party. With respect to a conflict of interest brought to its attention, the Proxy Voting Committee first determines whether such conflict of interest is material. A conflict of interest is considered material to the extent that it is determined that such conflict is likely to influence, or appear to influence, SaBAMs decision-making in voting proxies. If it is determined by the Proxy Voting Committee that a conflict of interest is not material, SaBAM may vote proxies notwithstanding the existence of the conflict. If it is determined by the Proxy Voting Committee that a conflict of interest is material, the Proxy Voting Committee is responsible for determining an appropriate method to resolve such conflict of interest before the proxy affected by the conflict of interest is voted. Such determination is based on the particular facts and circumstances, including the importance of the proxy issue and the nature of the conflict of interest.
T. Rowe Price Associates, Inc.
T. Rowe Price Associates, Inc. and T. Rowe Price International, Inc. recognize and adhere to the principle that one of the privileges of owning stock in a company is the right to vote on issues submitted to shareholder votesuch as election of directors and important matters affecting a companys structure and operations. As an investment adviser with a fiduciary responsibility to its clients, T. Rowe Price analyzes the proxy statements of issuers whose stock is owned by the investment companies that it sponsors and serves as investment adviser. T. Rowe Price also is involved in the proxy process on behalf of its institutional and private counsel clients who have requested such service. For those private counsel clients who have not delegated their voting responsibility but who request advice, T. Rowe Price makes recommendations regarding proxy voting.
Proxy Administration
The T. Rowe Price Proxy Committee develops our firms positions on all major corporate issues, creates guidelines, and oversees the voting process. The Proxy Committee, composed of portfolio managers, investment operations managers, and internal legal counsel, analyzes proxy policies based on whether they would adversely affect shareholders interests and make a company less attractive to own. In evaluating proxy policies each year, the Proxy Committee relies upon our own fundamental research, independent proxy research provided by third parties such as Institutional Shareholder Services and Glass Lewis, and information presented by company managements and shareholder groups.
Once the Proxy Committee establishes its recommendations, they are distributed to the firms portfolio managers as voting guidelines. Ultimately, the portfolio manager decides how to vote on the proxy proposals of companies in his or her portfolio. Because portfolio managers may have differences of opinion on portfolio companies and their proxies, or their portfolios may have different investment objectives, these factors, among others, may lead to different votes between portfolios on the same proxies. When portfolio managers cast votes that are counter to the Proxy Committees guidelines, they are required to document their reasons in writing to the Proxy Committee. Annually, the Proxy Committee reviews T. Rowe Prices proxy voting process, policies, and voting records.
T. Rowe Price has retained Institutional Shareholder Services, an expert in the proxy voting and corporate governance area, to provide proxy advisory and voting services. These services include in-depth research, analysis, and voting recommendations as well as vote execution, reporting, auditing and consulting assistance for the handling of proxy voting responsibility and corporate governance-related efforts. While the Proxy Committee relies upon ISS research in establishing T. Rowe Prices voting guidelines many of which are consistent with ISS positions T. Rowe Price may deviate from ISS recommendations on general policy issues or specific proxy proposals.
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Fiduciary Considerations
T. Rowe Prices decisions with respect to proxy issues are made in light of the anticipated impact of the issue on the desirability of investing in the portfolio company. Proxies are voted solely in the interests of the client, Price Fund shareholders or, where employee benefit plan assets are involved, in the interests of plan participants and beneficiaries. Practicalities and costs involved with international investing may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance. For example, we might refrain from voting if we or our agents are required to appear in person at a shareholder meeting or if the exercise of voting rights results in the imposition of trading or other ownership restrictions.
Consideration Given Management Recommendations
When determining whether to invest in a particular company, one of the key factors T. Rowe Price considers is the quality and depth of its management. As a result, T. Rowe Price believes that recommendations of management on most issues should be given weight in determining how proxy issues should be voted.
T. Rowe Price Voting Policies
Specific voting guidelines have been established by the Proxy Committee for recurring issues that appear on proxies, which are available to clients upon request. The following is a summary of the more significant T. Rowe Price policies:
Election of Directors
T. Rowe Price generally supports slates with a majority of independent directors. We withhold votes for outside directors that do not meet certain criteria relating to their independence or their inability to dedicate sufficient time to their board duties due to their commitment to other boards. We also withhold votes for inside directors serving on compensation, nominating and audit committees and for directors who miss more than one-fourth of the scheduled board meetings. T. Rowe Price supports shareholder proposals calling for a majority vote threshold for the election of directors.
Executive Compensation
Our goal is to assure that a companys equity-based compensation plan is aligned with shareholders long-term interests. While we evaluate most plans on a case-by-case basis, T. Rowe Price generally opposes compensation packages that provide what we view as excessive awards to a few senior executives or that contain excessively dilutive stock option plans. We base our review on criteria such as the costs associated with the plan, plan features, burn rates which are excessive in relation to the companys peers, dilution to shareholders and comparability to plans in the companys peer group. We generally oppose plans that give a company the ability to reprice options or to grant options at below market prices.
Anti-takeover, Capital Structure and Corporate Governance Issues
T. Rowe Price generally opposes anti-takeover measures and other proposals designed to limit the ability of shareholders to act on possible transactions. Such anti-takeover mechanisms include classified boards, supermajority voting requirements, dual share classes and poison pills. We also oppose proposals which give management a blank check to create new classes of stock with disparate rights and privileges. We generally support proposals to permit cumulative voting and those that seek to prevent potential acquirers from receiving a takeover premium for their shares. When voting on corporate governance proposals, we will consider the dilutive impact to shareholders and the effect on shareholder rights. With respect to proposals for the approval of a companys auditor, we typically oppose auditors who have a significant non-audit relationship with the company.
Social and Corporate Responsibility Issues
T. Rowe Price generally votes with a companys management on social issues unless they have substantial economic implications for the companys business and operations that have not been adequately addressed by management.
Monitoring and Resolving Conflicts of Interest
The Proxy Committee is also responsible for monitoring and resolving possible material conflicts between the interests of T. Rowe Price and those of its clients with respect to proxy voting. We believe that due to the client-focused nature of our investment management business that the potential for conflicts of interests are relatively infrequent. Nevertheless, we have adopted safeguards to ensure that our proxy voting is not influenced by interests other than those of our clients. While membership on the Proxy Committee is diverse, it does not include individuals whose primary duties relate to client relationship management, marketing or sales. Since our voting guidelines are pre-determined by the Proxy Committee using recommendations from ISS, an independent third party, application of the T. Rowe Price guidelines to vote clients proxies should in most instances adequately address any
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possible conflicts of interest. However, for proxy votes inconsistent with T. Rowe Price guidelines, the Proxy Committee reviews all such proxy votes in order to determine whether the portfolio managers voting rationale appears reasonable. The Proxy Committee also assesses whether any business or other relationships between T. Rowe Price and a portfolio company could have influenced an inconsistent vote on that companys proxy. Issues raising possible conflicts of interest are referred to designated members of the Proxy Committee for immediate resolution prior to the time T. Rowe Price casts its vote. With respect to personal conflicts of interest, T. Rowe Prices Code of Ethics requires all employees to avoid placing themselves in a compromising position where their interests may conflict with those of our clients and restricts their ability to engage in certain outside business activities. Portfolio managers or Proxy Committee members with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy.
WEDGE Capital Management L.L.P. (Revised: September 1, 2005) Case-by-Case Basis This Policy is intended as a guideline. Each vote is cast on a case-by-case basis, taking into consideration all the relevant facts and circumstances at the time of the vote. Responsible Parties Voting responsibilities are handled by the Recommending Analyst. If a stock is held in multiple portfolios, the Recommending Analyst who owns the most shares in his/her portfolio will be responsible to vote. The Proxy Coordinator is responsible for distributing the proxies to the correct analyst in a timely manner. Source of Information Each analyst may conduct his or her own research and/or use the information provided by Institutional Shareholder Services (ISS). Basis for Voting Decision The voting decision will be written on the proxy statement (or ISS materials) by the Recommending Analyst and recorded in the proxy voting system by the Proxy Coordinator. If a vote is against management, the reason for the vote must be clearly documented on the proxy statement (or ISS materials) and recorded in the system to ensure compliance with client proxy reporting. Conflicts of Interest Any material conflicts of interest are to be resolved in the best interest of our clients. WCM does not allow any employee or partner or spouse of either to sit on the board of directors of any public company without Management Committee approval. WCM requires all employees and partners to adhere to the Association for Investment Management and Research Code of Ethics and Standards of Professional Conduct, which require specific disclosures of conflicts of interest and strict adherence to independence and objectivity standards. A Potential Conflict of Interest Form has been created to document the Recommending Analysts consultation with another analyst and if necessary, a member of the Management Committee. Abstention Proxies should be voted either for or against. In a very limited instance an abstention may be appropriate, in which case, the Recommending Analyst should document why he or she abstained from the vote. This will be documented in the system by the Proxy Coordinator. Record Retention WCM will maintain the records required under Section 204-2 of the Adviser Act Internal Audit On an annual basis, a compliance officer will review the proxy process and the Policy to ensure adherance and to determine if any revisions are necessary. Periodically, a compliance officer will also review the retained records relating to proxies to confirm compliance with the Policy. Results of these reviews will be distributed to the Management Committee.
William Blair & Company, LLC This statement sets forth the proxy voting policy and procedures of William Blair & Company, L.L.C. It is provided to all covered clients as described below even if we currently do not have authority to vote proxies for their account. The Department of Labor has stated that the fiduciary act of managing plan assets by an investment adviser generally includes the authority to vote proxies for shares held by a plan unless the plan documents reserve this authority to some other entity. ERISA
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section 3(38) defines an investment manager as any fiduciary who is registered as an investment adviser under the Investment Advisers Act of 1940. William Blair & Company, LLC is a registered investment adviser under the Investment Advisers Act of 1940. The Securities and Exchange Commission requires registered investment advisers to implement a proxy voting policy and procedures with respect to the voting of proxies for its advisory clients. The rule changes require registered investment advisers to identify potential conflicts involved in the voting of proxies as well as introducing specific recordkeeping and disclosure requirements. This policy is intended to comply with the applicable rules of the Department of Labor and the Securities and Exchange Commission. General Policy William Blair & Company shall vote the proxies of its clients solely in the interest of their participants and beneficiaries and for the exclusive purpose of providing benefits to them. William Blair & Company shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. William Blair & Company is not responsible for voting proxies it does not receive. However, William Blair & Company will make reasonable efforts to obtain missing proxies. All proxies are reviewed by the Proxy Administrator, subject to the requirement that all votes shall be cast solely in the best interest of the clients in their capacity as shareholders of a company. The Proxy Administrator votes the proxies according to the Voting Guidelines (Domestic or International), which are designed to address matters typically arising in proxy votes. William Blair & Company does not intend the Voting Guidelines to be exhaustive; hundreds of issues appear on proxy ballots and it is neither practical nor productive to fashion a guideline for each. Rather, William Blair & Companys Voting Guidelines are intended to cover the most significant and frequent proxy issues that arise. For issues not covered or to be voted on a Case-by-Case basis by the Voting Guidelines, the Proxy Administrator will consult the Proxy Policy Committee. The Proxy Policy Committee will review the issues and will vote each proxy based on information from the company, our internal analysts and third party research sources, in the best interests of the clients in their capacity as shareholders of a company. The Proxy Policy Committee consists of certain representatives from the Investment Management Department, including management, portfolio manager(s), analyst(s), operations, as well as a representative from the Compliance Department. The Proxy Policy Committee reviews the Proxy Voting Policy and Procedures annually and shall revise its guidelines as events warrant. Conflicts of Interest Policy William Blair & Company is sensitive to conflicts of interest that may arise in the proxy decision-making process and we have identified the following potential conflicts of interest: William Blair & Company has received investment banking compensation from the company in the preceding 12 months or anticipates receiving investment banking compensation in the next three months. A William Blair & Company principal or employee currently serves on the companys Board of Directors. William Blair & Company, its principals, employees and affiliates (including, without limitation, William Blair Capital Partners Funds and William Blair Mezzanine Funds), in the aggregate, own 1% or more of the companys outstanding shares. The Company is a client of the Investment Management Department. In the event that any of the above potential conflicts of interest arise, The Proxy Policy Committee will vote all proxies for that company in the following manner: · If our Voting Guidelines indicate a vote For or Against a specific issue we will continue to vote according to the Voting Guidelines. · If our Voting Guidelines have no recommendation or indicate a vote on a Case-by-Case basis, we will vote consistent with the voting recommendation provided by Institutional Shareholder Services (ISS), an independent third party research provider, utilized by William Blair & Company, which analyzes each vote from the shareholder vantage point. International Markets Share Blocking Policy In international markets where share blocking applies, we typically will not, but reserve the right to, vote proxies due to liquidity constraints. Share blocking is the freezing of shares for trading purposes at the custodian/sub-custodian bank level in order to vote proxies. Share blocking typically takes place between 1 and 20 days before an upcoming shareholder meeting, depending on the market. While shares are frozen, they may not be traded. Therefore, the potential exists for a pending trade to fail if trade settlement
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falls on a date during the blocking period. William Blair & Company shall not subordinate the interests of participants and beneficiaries to unrelated objectives. Recordkeeping and Disclosure Pursuant to this policy, William Blair & Company will retain: 1) the Proxy Voting Policy Statement and Procedures; 2) all proxy statements received regarding client securities 3) records of all votes cast on behalf of clients; 4) records of client requests for proxy voting information, and 5) any documents prepared by William Blair & Company that are material to making a decision how to vote, or that memorialize the basis for the decision. Upon a clients request to the Proxy Administrator, William Blair & Company will make available to its clients a report on proxy votes cast on their behalf. These proxy-voting reports will demonstrate William Blair & Companys compliance with its responsibilities and will facilitate clients monitoring of how their securities were voted. The Proxy Voting Policy Statement and Procedures will be provided with each advisory contract and will also be described and provided with the Form ADV, Part II.
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Part C
Other Information
Item 23. Exhibits
(a) (1) Second Amended and Restated Declaration of Trust of Registrant. Filed as an exhibit to Post-Effective Amendment No. 57 to Registration Statement, which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
(b) By-laws of Registrant. Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
(c) None.
(d) (1a) Form of Investment Management Agreement among the Registrant, American Skandia Investment Services, Incorporated and Prudential Investments LLC for the various portfolios of the Registrant. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(1b) Form of Investment Management Agreement among the Registrant, American Skandia Investment Services, Incorporated and Prudential Investments LLC for the various portfolios of the Registrant.
(2) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Goldman Sachs Asset Management for the AST Goldman Sachs Concentrated Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(3) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Prudential Investment Management, Inc. for the AST Money Market Portfolio. Filed herewith.
(4) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Goldman Sachs Asset Management for the AST Goldman Sachs High Yield Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(5) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and T. Rowe Price Associates, Inc. for the AST T. Rowe Price Asset Allocation Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(6) Sub-advisory Agreement among American Skandia Investment Services Incorporated, Prudential Investments LLC and Pacific Investment Management Company for the AST PIMCO Total Return Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(7) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and T. Rowe Price Associates, Inc. for the AST T. Rowe Price Natural Resources Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(8) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential
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Investments LLC and Pacific Investment Management Company for the AST PIMCO Limited Maturity Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(9) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and T. Rowe Price International, Inc. for the AST T. Rowe Price Global Bond Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(10) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and William Blair & Company LLC for the AST William Blair International Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(11) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and LSV Asset Management for the LSV International Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
(12) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and American Century Investment Management, Inc. for the AST American Century Strategic Balanced Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(13) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and American Century Investment Management, Inc. for the AST American Century Income & Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(14) Sub-advisory Agreement among American Skandia Investment Services, Incorporated and J. P. Morgan Investment Management, Inc. for the AST JPMorgan International Equity Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(15) Sub-advisory Agreement among American Skandia Investment Services, Incorporated and Hotchkis and Wiley Capital Management LLC for the AST Hotchkis & Wiley Large-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(16) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Goldman Sachs Asset Management for the AST Goldman Sachs Small-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(17) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Cohen & Steers Capital Management, Inc. for the AST Cohen & Steers Realty Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(18) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Marsico Capital Management, LLC for the AST Marsico Capital Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
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(19) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Neuberger Berman Management, Incorporated for the AST Neuberger Berman Mid-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(20) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Neuberger Berman Management, Incorporated for the AST Neuberger Berman Mid-Cap Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(21) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Neuberger Berman Management, Inc. for the AST Small-Cap Growth Portfolio. Filed as an Exhibit to Post-Effective Amendment No. 52 to the Registration Statement, which Amendment was filed via EDGAR on April 29, 2005, and is incorporated herein by reference.
(22) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Eagle Asset Management for the AST Small-Cap Growth Portfolio. Filed as an Exhibit to Post-Effective Amendment No. 52 to the Registration Statement, which Amendment was filed via EDGAR on April 29, 2005, and is incorporated herein by reference.
(23) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Deutsche Asset Management, Inc. for the AST DeAM Small-Cap Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(24) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Massachusetts Financial Services Company for the AST MFS Global Equity Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(25) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Massachusetts Financial Services Company for the AST MFS Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(26) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Goldman Sachs Asset Management for the AST Goldman Sachs Mid-Cap Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(27) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Alliance Capital Management L.P. for the AST AllianceBernstein Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(28) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Sanford C. Bernstein & Co., LLC for the AST AllianceBernstein Managed Index 500 Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(29) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Alliance Capital Management L.P. for the AST Alliance Growth and Income Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(30) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential
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Investments LLC and Federated Investment Counseling for the AST Federated Aggressive Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(31) Amendment to Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Federated Investment Counseling for the AST Federated Aggressive Growth Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(32) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Lee Munder Investments, Ltd. for the AST Small-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
(33) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and J.P. Morgan Investment Management, Inc. for the AST Small-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
(34) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Deutsche Asset Management, Inc. for the AST DeAM Large-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(35) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Lord Abbett & Co. for the AST Lord Abbett Bond-Debenture Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(36) Sub-advisory Agreement among American Skandia Investment Services, Incorporated and Sanford C. Bernstein & Co., LLC for the AST AllianceBernstein Core Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(37) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Deutsche Asset Management, Inc. for the AST DeAM Small-Cap Value Portfolio. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(38) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and First Trust Advisors, L.P. for the AST First Trust Balanced Target Portfolio. Filed herewith
(39) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and First Trust Advisors, L.P. for the AST First Trust Capital Appreciation Target Portfolio. Filed herewith.
(40) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and LSV Asset Management for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 57 to Registration Statement, which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
(41) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and William Blair & Company LLC for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 57 to Registration Statement, which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
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(42) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and T. Rowe Price Associates, Inc. for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 57 to Registration Statement, which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
(43) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Marsico Capital Management, LLC for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 57 to Registration Statement, which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
(44) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Pacific Investment Management Company LLC for the AST Advanced Strategies Portfolio. Filed as an exhibit to Post-Effective Amendment No. 57 to Registration Statement, which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
(45) Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Pacific Investment Management Company LLC for the AST High Yield Portfolio. Filed as an exhibit to Post-Effective Amendment No. 57 to Registration Statement, which Amendment was filed via EDGAR on February 27, 2006, and is incorporated herein by reference.
(e)(1) Sales Agreement between Registrant and American Skandia Life Assurance Corporation. Filed as an Exhibit to Post-Effective Amendment No. 25 to Registration Statement, which Amendment was filed via EDGAR on March 2, 1998, and is incorporated herein by reference.
(2) Sales Agreement between Registrant and Kemper Investors Life Insurance Company. Filed as an Exhibit to Post-Effective Amendment No. 20 to Registration Statement, which Amendment was filed via EDGAR on December 24, 1996, and is incorporated herein by reference.
(f) None.
(g)(1) Custodian Agreement dated July 1, 2005 between the Registrant and PFPC Trust Company. Filed herewith.
(2) Transfer Agency Services Agreement dated July 1, 2005 between the Registrant and PFPC Inc. Filed herewith.
(h) (1) Amended Administration Agreement between Registrant and Provident Financial Processing Corporation. Filed as an Exhibit to Post-Effective Amendment No. 25 to Registration Statement, which Amendment was filed via EDGAR on March 2, 1998, and is incorporated herein by reference.
(2) Service Agreement between American Skandia Investment Services, Incorporated and Kemper Investors Life Insurance Company. Filed as an Exhibit to Post-Effective Amendment No. 21 to Registration Statement, which Amendment was filed via EDGAR on February 28, 1997, and is incorporated herein by reference.
(3) Amended and Restated Participation Agreement dated June 8, 2005 among American Skandia Life Assurance Corporation, American Skandia Trust, American Skandia Investments Services, Incorporated, Prudential Investments LLC, American Skandia Marketing, Inc., and Prudential Investment Management Services LLC. Filed as an Exhibit to the Registration Statement on Form N-14, which was filed via EDGAR on July 12, 2005, and is incorporated herein by reference.
(4) Amended and Restated Participation Agreement dated June 8, 2005 among Pruco Life Insurance Company of New Jersey, American Skandia Trust, American Skandia Investment Services, Inc., Prudential Investments LLC, American Skandia Marketing, Inc., and Prudential Investment Management Services LLC. Filed as an Exhibit to the Registration Statement on Form N-14, which was filed via EDGAR on
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July 12, 2005, and is incorporated herein by reference.
(5) Amended and Restated Participation Agreement dated June 8, 2005 among Pruco Life Insurance Company, American Skandia Trust, American Skandia Investment Services, Inc., Prudential Investments LLC, American Skandia Marketing, Inc., and Prudential Investment Management Services LLC. Filed as an Exhibit to the Registration Statement on Form N-14, which was filed via EDGAR on July 12, 2005, and is incorporated herein by reference.
(i) Opinion of Counsel for the Registrant. Filed as an Exhibit to Post-Effective Amendment No. 52 to the Registration Statement, which Amendment was filed via EDGAR on April 29, 2005, and is incorporated herein by reference.
(j) Consent of Independent Registered Public Accounting Firm. Filed herewith.
(k) None.
(l) Certificate re: initial $100,000 capital. Filed as an Exhibit to Post-Effective Amendment No. 25 to Registration Statement, which Amendment was filed via EDGAR on March 2, 1998, and is incorporated herein by reference.
(m) None.
(n) None.
(p) (1) Form of Code of Ethics of Registrant pursuant to Rule 17j-1. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(2) Form of Code of Ethics and Personal Securities Trading Policy of Prudential Investment Management Inc., Prudential Investments LLC and Prudential Investment Management Services LLC. Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
(3) Form of Code of Ethics of Alliance Capital Management L.P. Filed as an Exhibit to Post-Effective Amendment No. 38 to Registration Statement, which Amendment was filed via EDGAR on February 15, 2001, and is incorporated herein by reference.
(4) Form of Code of Ethics of American Century Investment Management, Inc. Filed as an Exhibit to Post-Effective Amendment No. 38 to Registration Statement, which Amendment was filed via EDGAR on February 15, 2001, and is incorporated herein by reference.
(5) Form of Code of Ethics of Cohen & Steers Capital Management, Inc. Filed as an Exhibit to Post-Effective Amendment No. 38 to Registration Statement, which Amendment was filed via EDGAR on February 15, 2001, and is incorporated herein by reference.
(6) Form of Code of Ethics of Deutsche Asset Management, Inc. Filed as an Exhibit to Post-Effective Amendment No. 43 to Registration Statement, which Amendment was filed via EDGAR on December 10, 2001, and is incorporated herein by reference.
(7) Form of Code of Ethics of Federated Investment Counseling. Filed as an Exhibit to Post-Effective Amendment No. 38 to Registration Statement, which Amendment was filed via EDGAR on February 15, 2001, and is incorporated herein by reference.
(8) Form of Code of Ethics of Federated Global Investment Management Corp. Filed as an Exhibit to Post-Effective Amendment No. 46 to Registration Statement, which Amendment was filed via EDGAR on February 28, 2003, and is incorporated herein by reference.
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(9) Form of Code of Ethics of Goldman Sachs Asset Management. Filed as an Exhibit to Post-Effective Amendment No. 39 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2001, and is incorporated herein by reference.
(10) Form of Code of Ethics of Hotchkis and Wiley Capital Management LLC. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(11) Form of Code of Ethics of J. P. Morgan Investment Management, Inc. Filed as an exhibit to Post-Effective Amendment No. 49 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2004, and is incorporated herein by reference.
(12) Form of Code of Ethics of Lord, Abbett & Co. Filed as an Exhibit to Post-Effective Amendment No. 38 to Registration Statement, which Amendment was filed via EDGAR on February 15, 2001, and is incorporated herein by reference.
(13) Form of Code of Ethics of Marsico Capital Management, LLC. Filed as an Exhibit to Post-Effective Amendment No. 45 to Registration Statement, which Amendment was filed via EDGAR on May 1, 2002, and is incorporated herein by reference.
(14) Form of Code of Ethics of Massachusetts Financial Services Company. Filed as an Exhibit to Post-Effective Amendment No. 38 to Registration Statement, which Amendment was filed via EDGAR on February 15, 2001, and is incorporated herein by reference.
(15) Form of Code of Ethics of Neuberger Berman Management, Inc. Filed as an Exhibit to Post-Effective Amendment No. 38 to Registration Statement, which Amendment was filed via EDGAR on February 15, 2001, and is incorporated herein by reference.
(16) Form of Code of Ethics of Pacific Investment Management Company LLC. Filed as an Exhibit to Post-Effective Amendment No. 39 to Registration Statement, which Amendment was filed via EDGAR on April 30, 2001, and is incorporated herein by reference.
(17) Form of Code of Ethics of T. Rowe Price Associates, Inc. Filed as an Exhibit to Post-Effective Amendment No. 38 to Registration Statement, which Amendment was filed via EDGAR on February 15, 2001, and is incorporated herein by reference.
(18) Form of Code of Ethics of T. Rowe Price International, Inc. Filed as an Exhibit to Post-Effective Amendment No. 38 to Registration Statement, which Amendment was filed via EDGAR on February 15, 2001, and is incorporated herein by reference.
(19) Form of Code of Ethics of LSV Asset Management. Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
(20) Form of Code of Ethics of Lee Munder Investments, Ltd. Filed as an exhibit to Post-Effective Amendment No. 50 to Registration Statement, which Amendment was filed via EDGAR on February 18, 2005, and is incorporated herein by reference.
(21) Form of Code of Ethics of Eagle Asset Management. Filed as an Exhibit to Post-Effective Amendment No. 52 to the Registration Statement, which Amendment was filed via EDGAR on April 29, 2005, and is incorporated herein by reference.
(22) Form of Code of Ethics of William Blair & Company, LLC. Filed as an Exhibit to Post-Effective Amendment No. 52 to the Registration Statement, which Amendment was filed via EDGAR on April 29, 2005, and is incorporated herein by reference.
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(23) Form of Code of Ethics of First Trust Advisors, L.P. Filed herewith
(q) Power of Attorney. Filed as an Exhibit to Post-Effective Amendment No. 56 to the Registration Statement, which Amendment was filed via EDGAR on December 13, 2005, and is incorporated herein by reference.
ITEM 24 . Persons Controlled By or Under Common Control with Registrant
Registrant does not control any person within the meaning of the Investment Company Act of 1940. Registrant may be deemed to be under common control with its investment manager and its affiliates because a controlling interest in Registrant is held of record by American Skandia Life Assurance Corporation. See Registrants Statement of Additional Information under Management and Advisory Arrangements and Other Information.
ITEM 25. Indemnification
Section 5.2 of the Registrants Second Amended and Restated Declaration of Trust provides as follows:
The Trust shall indemnify each of its Trustees, Trustee Emeritus, 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, trustee emeritus, 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, and (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 judgment 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.
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With respect to liability of the Investment Manager to Registrant or to shareholders of Registrants Portfolios under the Investment Management Agreements, reference is made to Section 13 or 14 of each form of Investment Management Agreement filed herewith or incorporated by reference herein.
With respect to the Sub-Advisors indemnification of the Investment Manager and its affiliated and controlling persons, and the Investment Managers indemnification of each Sub-advisor and its affiliated and controlling persons, reference is made to Section 14 of each form of Sub-Advisory Agreement filed herewith or incorporated by reference herein.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (the Commission) such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant or expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
ITEM 26. Business and Other Connections of Investment Adviser
American Skandia Investment Services, Incorporated (ASISI), One Corporate Drive, Shelton, Connecticut 06484, and Prudential Investments LLC (PI), Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, serve as the co- investment managers to the Registrant. Information as to the business and other connections of the officers and directors of ASISI is included in ASISIs Form ADV (File No. 801-40532), including the amendments to such Form ADV filed with the Commission, and is incorporated herein by reference. Information as to the business and other connections of the officers and directors of PI is included in PIs Form ADV (File No. 801-3110), including the amendments to such Form ADV filed with the Commission, and is incorporated herein by reference.
ITEM 27. Principal Underwriter
Registrants shares are currently offered only to insurance company separate accounts as an investment option for variable annuity and variable life insurance contracts. The Trust has no principal underwriter or distributor.
ITEM 28. Location of Accounts and Records
Records regarding the Registrants securities holdings are maintained at Registrants Custodian, PFPC Trust Company, Airport Business Center, International Court 2, 200 Stevens Drive, Philadelphia, Pennsylvania 19113. Certain records with respect to the Registrants securities transactions are maintained at the offices of the various sub-advisors to the Registrant. The Registrants corporate records are maintained at its offices at Gateway Center 3, 100 Mulberry Street, Newark NJ 07102.
ITEM 29. Management Services
None.
ITEM 30. Undertakings
None.
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Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement under rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Newark and State of New Jersey, on the 28th day of April, 2006.
David R. Odenath* |
|
David R. Odenath
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment to its Registration Statement has been signed below by the following persons in the capacities indicated on the 28th day of April, 2006.
Signature |
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Title |
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Date |
David R. Odenath* |
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Trustee and President |
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Grace C. Torres* |
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Principal Financial and Accounting Officer |
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Delayne Dedrick Gold* |
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Trustee |
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Saul K. Fenster* |
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Trustee |
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Robert F. Gunia* |
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Trustee and Vice President |
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W. Scott McDonald, Jr.* |
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Trustee and Vice-Chairman |
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Thomas T. Mooney* |
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Trustee and Chairman |
|
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Thomas M. OBrien* |
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Trustee |
|
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John A. Pileski* |
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Trustee |
|
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F. Don Schwartz* |
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Trustee |
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*By: /s/ Jonathan D. Shain, Attorney-in-Fact |
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April 28, 2006 |
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Exhibits
(d)(3) |
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Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and Prudential Investment Management, Inc. for the AST Money Market Portfolio. |
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(d)(38) |
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Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and First Trust Advisors, L.P. for the AST First Trust Balanced Target Portfolio. |
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|
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(d)(39) |
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Sub-advisory Agreement among American Skandia Investment Services, Incorporated, Prudential Investments LLC and First Trust Advisors, L.P. for the AST First Trust Capital Appreciation Target Portfolio. |
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|
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(g)(1) |
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Custodian Agreement dated July 1, 2005 between the Registrant and PFPC Trust Company. |
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|
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(g)(2) |
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Transfer Agency Services Agreement dated July 1, 2005 between the Registrant and PFPC Inc. |
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|
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(j) |
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Consent of Independent Registered Public Accounting Firm. |
|
|
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(p)(23) |
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Form of Code of Ethics of First Trust Advisors, L.P. |
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Exhibit (d)(3)
AST Money Market Portfolio
SUBADVISORY AGREEMENT
Agreement made as of this 28th day of October, 2005 between Prudential Investments LLC (PI), a New York limited liability company, and American Skandia Investment Services, Inc. (ASISI), a Maryland corporation (collectively, the Co-Managers), and Prudential Investment Management, Inc. (PIM or the Subadviser),
WHEREAS, the Co-Managers have entered into a Management Agreement (the Management Agreement) dated May 1, 2003, with American Skandia Trust (the Trust), a Massachusetts trust and a diversified, open-end management investment company registered under the Investment Company Act of 1940 as amended (the 1940 Act), pursuant to which PI and ASISI act as Co-Managers of the Trust; and
WHEREAS, the Co-Managers desire to retain the Subadviser to provide investment advisory services to the AST Money Market Portfolio, which is a series of the Trust (referred to hereafter as the Money Market Portfolio) and to manage such portion of the Money Market Portfolios portfolio as the Co-Managers shall from time to time direct, and the Subadviser is willing to render such investment advisory services; and
NOW, THEREFORE, the Parties agree as follows:
1. (a) Subject to the supervision of the Co-Managers and the Board of Trustees of the Trust (the Board), the Subadviser shall manage such portion of the Money Market Portfolios portfolio, including the purchase, retention and disposition thereof, in accordance with the Trusts investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the Prospectus), and subject to the following understandings:
(i) The Subadviser shall provide supervision of such portion of the Money Market Portfolios portfolio as the Co-Managers shall direct, and shall determine from time to time what investments and securities will be purchased, retained or sold by the Money Market Portfolio, and what portion of the assets will be invested or held uninvested as cash.
(ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall act in conformity with the copies of the Agreement and Declaration of Trust, By-Laws and Prospectus of the Trust and any procedures adopted by the Board applicable to the Money Market Portfolio and any amendments to those procedures (Board Procedures) provided to it by the Co-Managers (the Trust Documents), and with the instructions and directions of the Co-Managers and of the Board, co-operate with the Co-Managers (or their designees) personnel responsible for monitoring the Money Market Portfolios compliance. The Subadviser shall also comply at all times with the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, including securities law. The Co-Managers shall provide Subadviser timely with copies of any updated Trust or Money Market Portfolio Documents.
(iii) The Subadviser shall determine the securities and futures contracts to be purchased or sold by such portion of the Money Market Portfolios portfolio, as applicable, and shall place orders with or through such persons, brokers, dealers or futures commission merchants, including but not limited to any broker-dealer affiliated with the Co-Managers or the Subadviser to carry out the policy with respect to brokerage as set forth in the Trusts Prospectus or as the Board may direct from time to time. In providing the Money Market Portfolio with investment supervision, it is recognized that the Subadviser shall give primary consideration to securing the most favorable price and efficient execution. Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadvisers other clients may be a party. The Co-Managers (or Subadviser) to the Money Market Portfolio each shall have discretion to effect investment
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transactions for the Money Market Portfolio through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) qualified to obtain best execution of such transactions who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Money Market Portfolio to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Co-Managers (or the Subadviser) with respect to the Money Market Portfolio and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.
On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interests of the Money Market Portfolio as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Money Market Portfolio and to such other clients.
(iv) The Subadviser shall maintain all books and records with respect to the Money Market Portfolios portfolio transactions effected by it as required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Subadviser shall furnish to the Co-Managers or the Board all information relating to the Subadvisers services under this Agreement reasonably requested by the Co-Managers and the Board within a reasonable period of time after the Co-Managers or the Board makes such request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the directors or officers or employees of the Trust with respect to any matter discussed herein, including, without limitation, the valuation of the Money Market Portfolios securities.
(v) The Subadviser or its affiliate shall provide the Money Market Portfolios custodian on each business day with information relating to all transactions concerning the portion of the Money Market Portfolios assets it manages. The Subadviser shall furnish the Co-Managers routinely with daily information concerning portfolio transactions and other reports as agreed upon from time to time concerning transactions, portfolio holdings and performance of the Money Market Portfolio, in such form and frequency as may be mutually agreed upon from time to time. The Subadviser agrees to review the Money Market Portfolio and discuss the management of the Money Market Portfolio with the Co-Managers and the Board as either or both shall from time to time reasonably request.
(vi) The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Conversely, the Subadviser and Co-Managers understand and agree that if the Co-Managers manages the Trust in a manager-of-managers style, the Co-Managers shall, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Board regarding the results of its evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.
(vii) The Subadviser acknowledges that the Co-Managers and the Trust intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Subadviser hereby agrees that it shall not consult with any other subadviser to the Trust with respect to transactions in securities for the Money Market Portfolios portfolio or any other transactions of Money Market Portfolio assets.
(b) The Subadviser shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected. Services to
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be furnished by the Subadviser under this Agreement may be furnished through the medium of any of such Trustees, officers or employees.
(c) The Subadviser shall keep the Money Market Portfolios books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof in the form and for the period required by Rule 31a-2 under the 1940 Act. The Subadviser agrees that all records which it maintains for the Money Market Portfolio are the property of the Money Market Portfolio, and the Subadviser shall surrender promptly to the Money Market Portfolio any of such records upon the Money Market Portfolios request, provided, however, that the Subadviser may retain a copy of such records. The Money Market Portfolios books and records maintained by the Subadviser shall be made available, within a reasonable period of time following submission of a written request, to the Money Market Portfolios accountants or auditors during regular business hours at the Subadvisers offices. The Money Market Portfolio, the Co-Managers or their respective authorized representatives shall have the right to copy any records in the Subadvisers possession that pertain to the Money Market Portfolio. These books, records, information, or reports shall be made available to properly authorized government representatives consistent with state and federal law and/or regulations. In the event of the termination of this Agreement, the Money Market Portfolios books and records maintained by the Subadviser shall be returned to the Money Market Portfolio or the Co-Managers. The Subadviser agrees that the policies and procedures it has established for managing the Money Market Portfolios portfolio, including, but not limited to, all policies and procedures designed to ensure compliance with federal and state laws and regulations governing the adviser/client relationship and management and operation of the Money Market Portfolio, shall be made available for inspection by the Money Market Portfolio, the Co-Managers or their respective authorized representatives upon reasonable written request within not more than two (2) business days.
(d) The Subadviser shall maintain a written code of ethics (the Code of Ethics) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, a copy of which shall be provided to the Co-Managers and the Money Market Portfolio, and shall institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from violating its Code of Ethics. The Subadviser shall follow such Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it maintains adequate compliance procedures to ensure its compliance with the 1940 Act, the Advisers Act, and other applicable federal and state laws and regulations. In particular, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Subadviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988, a copy of which it shall provide to the Co-Managers and the Money Market Portfolio upon reasonable request. The Subadviser shall assure that its employees comply in all material respects with the provisions of Section 16 of the 1934 Act, and to cooperate reasonably with the Co-Managers for purposes of filing any required reports with the Securities and Exchange Commission (the Commission) or such other regulator having appropriate jurisdiction.
(e) The Subadviser shall furnish to the Co-Managers copies of all records prepared in connection with (i) the performance of this Agreement and (ii) the maintenance of compliance procedures pursuant to paragraph 1(d) hereof as the Co-Managers may reasonably request.
(f) The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Money Market Portfolios portfolio, subject to such reporting and other requirements as shall be established by the Co-Managers.
(g) Upon reasonable request from the Co-Managers, the Subadviser (through a qualified person) shall assist the valuation committee of the Trust or the Co-Managers in valuing securities of the Money Market Portfolio as may be required from time to time, including making available information of which the Subadviser has knowledge related to the securities being valued.
(h) The Subadviser shall provide the Co-Managers with any information reasonably requested regarding its management of the Money Market Portfolios portfolio required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Trust with the Commission. The
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Subadviser shall provide the Co-Managers with any reasonable certification, documentation or other information reasonably requested or required by the Co-Managers for purposes of the certifications of shareholder reports by the Trusts principal financial officer and principal executive officer pursuant to the Sarbanes Oxley Act of 2002 or other law or regulation. The Subadviser shall promptly inform the Money Market Portfolio and the Co-Managers if the Subadviser becomes aware of any information in the Prospectus that is (or will become) inaccurate or incomplete.
(i) The Subadviser shall comply with Board Procedures provided to the Subadviser by the Co-Managers or the Money Market Portfolio. The Subadviser shall notify the Co-Managers as soon as reasonably practicable upon detection of any material breach of such Board Procedures.
(j) The Subadviser shall keep the Money Market Portfolio and the Co-Managers informed of developments relating to its duties as subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Money Market Portfolio. In this regard, the Subadviser shall provide the Trust, the Co-Managers, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Money Market Portfolio and the Co-Managers may from time to time reasonably request. Additionally, prior to each Board meeting, the Subadviser shall provide the Co-Managers and the Board with reports regarding the Subadvisers management of the Money Market Portfolios portfolio during the most recently completed quarter, in such form as may be mutually agreed upon by the Subadviser and the Co-Managers. The Subadviser shall certify quarterly to the Money Market Portfolio and the Co-Managers that it and its Advisory Persons (as defined in Rule 17j-under the 1940 Act) have complied materially with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1 under the 1940 Act, concerning the Subadvisers Code of Ethics and compliance program, respectively, to the Money Market Portfolio and the Co-Managers. Upon written request of the Money Market Portfolio or the Co-Managers with respect to violations of the Code of Ethics directly affecting the Money Market Portfolio, the Subadviser shall permit representatives of the Money Market Portfolio or the Co-Managers to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics.
2. The Co-Managers shall continue to have responsibility for all services to be provided to the Money Market Portfolio pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadvisers performance of its duties under this Agreement. The Co-Managers shall provide (or cause the Money Market Portfolios custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portion of the Money Market Portfolio managed by the Subadviser, cash requirements and cash available for investment in such portion of the Money Market Portfolio, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board that affect the duties of the Subadviser).
3. For the services provided and the expenses assumed pursuant to this Agreement, the Co-Managers shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Money Market Portfolios average daily net assets of the portion of the Money Market Portfolio managed by the Subadviser as described in the attached Schedule A. Liability for payment of compensation by the Co-Managers to the Subadviser under this Agreement is contingent upon the Co-Managers receipt of payment from the Money Market Portfolio for management services described under the Management Agreement between the Trust and the Co-Managers. Expense caps or fee waivers for the Money Market Portfolio that may be agreed to by the Co-Managers, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Co-Managers.
4. The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Money Market Portfolio or the Co-Managers in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance or bad faith on the Subadvisers part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Co-Managers or the
4
Money Market Portfolio may have against the Subadviser under federal or state securities laws. The Co-Managers shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys fees, which may be sustained as a result of the Co-Managers willful misfeasance, bad faith, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Co-Managers, their affiliated persons, their officers, directors and employees, for any liability and expenses, including attorneys fees, which may be sustained as a result of the Subadvisers willful misfeasance, bad faith, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.
5. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Money Market Portfolio at any time, without the payment of any penalty, by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Money Market Portfolio, or by the Co-Managers or the Subadviser at any time, without the payment of any penalty, on not more than 60 days nor less than 30 days written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it shall promptly notify the Money Market Portfolio and the Co-Managers of the occurrence or anticipated occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change or anticipated change in control (as defined in the 1940 Act) of the Subadviser; provided that the Subadviser need not provide notice of such an anticipated event before the anticipated event is a matter of public record. Notwithstanding any provisions to the contrary in this Agreement, this Agreement shall terminate automatically and without notice (other than notice to stop trading in the Money Market Portfolios portfolio) to the Subadviser upon the execution of a new Agreement with a successor subadviser.
Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Co-Managers at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary; (2) to the Trust at Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser at Gateway Center Two, 100 Mulberry Street, Newark, NJ 07102.
6. Nothing in this Agreement shall limit or restrict the right of any of the Subadvisers directors, officers or employees who may also be a Trustee, officer or employee of the Trust or the Money Market Portfolio to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadvisers right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.
7. During the term of this Agreement, the Co-Managers agrees to furnish the Subadviser at its principal office all prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Money Market Portfolio or the public, which refer to the Subadviser in any way, prior to use thereof and not to use material if the Subadviser reasonably objects in writing five business days (or such other time as may be mutually agreed) after receipt thereof. Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment or hand delivery.
8. The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.
9. This Agreement may be amended by mutual consent, but the consent of the Trust must be obtained in conformity with the requirements of the 1940 Act.
10. |
This Agreement shall be governed by the laws of the State of New York. |
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11. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
PRUDENTIAL INVESTMENTS LLC
By:
Name:
Title:
AMERICAN SKANDIA INVESTMENT SERVICES, INC.
By:
Name:
Title:
PRUDENTIAL INVESTMENT MANAGEMENT, INC.
By:
Name:
Title:
6
SCHEDULE A
AMERICAN SKANDIA TRUST
AST Money Market Portfolio
As compensation for services provided by Prudential Investment Management, Inc., Prudential Investments LLC and American Skandia Investment Services, Inc. will pay Prudential Investment Management, Inc. a fee equal, on an annualized basis, to the following:
Portfolio Name |
|
Advisory Fee |
AST Money Market Portfolio |
|
0.06% on average daily net assets up to $500 million; |
|
|
0.05% on average daily net assets between $500 million and $1 billion; |
|
|
0.03% on average daily net assets between $1 billion and $2.5 billion; |
|
|
0.02% on average daily net assets exceeding $2.5 billion* |
* The assets of the AST Money Market Portfolio will be aggregated with the assets of the Money Market Portfolio of The Prudential Series Fund, Inc. for purposes of the fee calculation.
Dated as of October 28, 2005.
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Exhibit (d)(38)
American Skandia Trust
AST First Trust Balanced Target Portfolio
SUBADVISORY AGREEMENT
Agreement made as of this 20 th day of March, 2006 between Prudential Investments LLC (PI), a New York limited liability company and American Skandia Investment Services, Inc. (ASISI), a Maryland corporation (together, the Co-Managers), and First Trust Advisors L.P. (First Trust or the Subadviser).
WHEREAS, the Co-Managers have entered into a Management Agreement (the Management Agreement) dated May 1, 2003, with American Skandia Trust, a Massachusetts Trust (the Fund) and a diversified, open-end management investment company registered under the Investment Company Act of 1940 as amended (the 1940 Act), pursuant to which PI and ASISI act as Co-Managers of the Fund; and
WHEREAS, the Co-Managers desire to retain the Subadviser to provide investment advisory services to the Fund and one or more of its series as specified in Schedule A hereto (individually and collectively, with the Fund, referred to herein as the Fund) and to manage such portions of the Funds portfolio as the Co-Managers shall from time to time direct, and the Subadviser is willing to render such investment advisory services; and
NOW, THEREFORE, the Parties agree as follows:
1. (a) Subject to the supervision of the Co-Managers and the Board of Trustees of the Fund (the Board), the Subadviser shall provide investment management services to such portions of the Funds portfolio as the Co-Managers shall direct, including the purchase, retention and disposition of securities therein, in accordance with the Funds investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the Prospectus), and subject to the following understandings:
(i) The Subadviser shall provide investment advisory services for such portions of the Funds portfolio as the Co-Managers shall direct, and the Subadviser shall have discretion without prior consultation with the Co-Managers to determine, from time to time, what investments and securities will be purchased, retained or, sold by the Fund, and what portions of the assets will be invested or held uninvested as cash.
(ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall, act in conformity with the copies of the Agreement and Declaration of Trust, By-Laws and Prospectus of the Fund and any procedures adopted by the Board applicable to the Fund including any amendments to those procedures (Board Procedures) provided to it by the Co-Managers (the Fund Documents), comply with the instructions and directions of the Co-Managers and of the Board, and co-operate with the Co-Managers (or their designees) personnel responsible for monitoring the Funds compliance. The Subadviser shall also comply at all times with the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, including securities law. The Co-Managers shall provide Subadviser, in a timely fashion, with copies of any updated Fund Documents.
(iii) The Subadviser shall determine the securities and futures contracts to be purchased or sold by such portions of the Funds portfolio, as applicable, and shall place orders with or through such persons, brokers, dealers or futures commission merchants (including, but not limited to, any broker or dealer affiliated with the Co-Managers or the Subadviser) in accordance with the Funds policy with respect to brokerage as set forth in the Funds Prospectus or as the Board may direct from time to time. In providing the Fund with investment advisory services, it is recognized that the Subadviser shall give primary consideration to securing best execution (which may not involve the most favorable commission). Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadvisers other clients may be a party. In pursuing best execution, the Co-Managers (or the Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Co-Managers (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.
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On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
(iv) The Subadviser shall maintain all books and records with respect to the Funds portfolio transactions effected by it as required by any applicable federal or state securities laws or regulations, including the 1940 Act, the 1934 Act and the Advisers Act. The Subadviser shall furnish to the Co-Managers or the Board all information relating to the Subadvisers services under this Agreement reasonably requested by the Co-Managers and the Board within a reasonable period of time after the Co-Managers or the Board makes such request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the trustees or officers or employees of the Fund with respect to any matter discussed herein, including, without limitation, the valuation of the Funds securities.
(v) The Subadviser shall provide the Funds custodian on each business day with information relating to all transactions concerning the portions of the Funds assets it manages. The Subadviser shall furnish the Co-Managers with information concerning portfolio transactions each day and such other reports as agreed upon from time to time concerning transactions, portfolio holdings and performance of the Fund, in such form and frequency as may be mutually agreed upon from time to time. The Subadviser agrees to review the Fund and discuss the management of the Fund with the Co-Managers and the Board as either or both shall from time to time reasonably request.
(vi) The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Subject to the Subadvisers responsibility to the Fund, the Co-Managers agree that Subadviser may give advice or exercise investment responsibility and take such other action with respect to other individuals or entities which may differ from advice given to the Fund. Further, the Co-Managers acknowledge that the Subadviser, or its agent, or employees, or any of the accounts the Subadviser advises, may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Fund may or may not have an interest from time to time, whether such transactions involve the Fund or otherwise.
(vii) The Subadviser and the Co-Managers understand and agree that if the Co-Managers manage the Fund in a manager-of-managers style, the Co-Managers shall, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Board regarding the results of their evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.
(viii) The Subadviser acknowledges that the Co-Managers and the Fund intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Subadviser hereby agrees that it shall not consult with any other subadviser to the Fund with respect to transactions in securities for the Funds portfolio or any other transactions of Fund assets.
(ix) The Subadviser shall provide the Co-Managers a copy of Subadvisers Form ADV as filed with the Securities and Exchange Commission (the Commission).
(b) The Subadviser shall keep the Funds books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof in the form and for the period required by Rule 31a-2 under the 1940 Act. The Subadviser agrees that all records which it maintains for the Fund are the property of the Fund, and the Subadviser shall surrender promptly to the Fund any of such records upon the Funds request, provided, however, that the Subadviser may retain a copy of such records. The Funds books and records maintained by the Subadviser shall be made available, within ten (10) business days of a written request, to the Funds accountants or auditors during regular business hours at the Subadvisers offices. The Fund, the Co-Managers or their respective authorized representatives shall have the right to copy any records in the Subadvisers possession that pertain to the Fund. These books, records, information, or reports shall be made available to properly authorized government representatives consistent with state and federal law and/or regulations. The Subadviser agrees that the policies and procedures it has established for managing the Fund portfolio, including, but not limited to, all policies and procedures designed to ensure compliance with federal and state laws and regulations governing the adviser/client relationship and management and operation of the Fund, shall be made available for inspection by the Fund, the Co-Managers or their respective authorized representatives upon reasonable written request within not more than ten (10) business days.
(c) The Subadviser shall maintain a written code of ethics (the Code of Ethics) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, a copy of which shall be provided to the Co-Managers and the Fund, and shall institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from violating its Code of Ethics. The Subadviser shall follow such
2
Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it maintains adequate compliance procedures in compliance with the 1940 Act, the Advisers Act, and other applicable federal and state laws and regulations. In particular, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Subadviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988, a copy of which it shall provide to the Co-Managers and the Fund upon reasonable request. The Subadviser shall ensure that its employees comply in all material respects with the provisions of Section 16 of the 1934 Act, and to cooperate reasonably with the Co-Managers for purposes of filing any required reports with the Commission or such other regulator having appropriate jurisdiction.
(d) The Subadviser shall furnish to the Co-Managers copies of all records prepared in connection the maintenance of compliance procedures pursuant to paragraph 1(c) hereof as the Co-Managers may reasonably request.
(e) The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Funds portfolio, subject to such reporting and other requirements as shall be established by the Co-Managers.
(f) Upon reasonable request from the Co-Managers, the Subadviser (through a qualified person) shall assist the valuation committee of the Fund or the Co-Managers in valuing securities of the Fund as may be required from time to time, including the provision of information known to the Subadviser related to the securities being valued.
(g) The Subadviser shall provide the Co-Managers with any information reasonably requested regarding its management of the Funds portfolio required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Fund with the Commission. The Subadviser shall provide the Co-Managers with certification, documentation or other information reasonably requested or required by the Co-Managers for purposes of the certifications of shareholder reports by the Funds principal financial officer and principal executive officer pursuant to the Sarbanes Oxley Act of 2002 or other law or regulation. The Subadviser shall promptly inform the Fund and the Co-Managers if any information in the Prospectus is (or will become) inaccurate or incomplete.
(h) The Subadviser shall comply with Board Procedures provided to the Subadviser by the Co-Managers or the Fund. The Subadviser shall notify the Co-Managers as soon as reasonably practicable upon detection of any material breach of such Board Procedures.
(i) The Subadviser shall keep the Fund and the Co-Managers informed of developments relating to its duties as subadviser of which the Subadviser has knowledge that would materially affect the Fund. In this regard, the Subadviser shall provide the Fund, the Co-Managers, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Co-Managers may from time to time reasonably request. Additionally, prior to each Board meeting, the Subadviser shall provide the Co-Managers and the Board with reports regarding the Subadvisers management of the Funds portfolio during the most recently completed quarter, in such form as may be mutually agreed upon by the Subadviser and the Co-Managers. The Subadviser shall certify quarterly to the Fund and the Co-Managers that it and its Advisory Persons (as defined in Rule 17j-under the 1940 Act) have complied materially with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1 under the 1940 Act, concerning the Subadvisers Code of Ethics and compliance program, respectively, to the Fund and the Co-Managers. Upon written request of the Fund or the Co-Managers with respect to violations of the Code of Ethics directly affecting the Fund, the Subadviser shall permit representatives of the Fund or the Co-Managers to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics.
2. The Co-Managers shall continue to have responsibility for all services to be provided to the Fund pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadvisers performance of its duties under this Agreement. The Co-Managers shall provide (or cause the Funds custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portions of the Fund managed by the Subadviser, cash requirements and cash available for investment in such portions of the Fund, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board that affect the duties of the Subadviser).
3. The assets of the Fund shall be maintained in the custody of a custodian as designated within an agreement between the Fund and the custodian (the Custodian). Subadviser shall have no liability for the acts or omissions of the Custodian, unless such act or omission is taken solely in reliance upon instruction given to the Custodian by a representative of Subadviser properly authorized to give such instruction.
4. For the services provided and the expenses assumed pursuant to this Agreement, the Co-Managers shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Funds average daily net assets of the portions of the Fund managed by the Subadviser as described in the attached Schedule A. Liability for payment of compensation by the Co-Managers to the Subadviser under this Agreement is contingent upon the Co-Managers receipt of payment from the Fund for management services described under the Management Agreement between the Fund and the Co-Managers. Expense caps or fee waivers for the Fund that may be
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agreed to by the Co-Managers, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Co-Managers.
5.(a) The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund or the Co-Managers in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadvisers part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Co-Managers or the Fund may have against the Subadviser under federal or state securities laws. The Co-Managers shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys fees, which may be sustained as a result of the Co-Managers willful misfeasance, bad faith, gross negligence, reckless disregard of their duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Co-Managers, their affiliated persons, their officers, directors and employees, for any liability and expenses, including attorneys fees, which may be sustained as a result of the Subadvisers willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.
(b). The Co-Managers acknowledge and agree that the Subadviser makes no representation or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private.
6. Subject to the right of each, the Co-Managers and Subadviser, to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction over it, the parties hereto shall treat as confidential all information pertaining to the Fund and the actions of each the Co-Managers and Subadviser in respect thereof. In accordance with Regulation S-P, if non-public personal information regarding either partys customers or consumers is disclosed to the other party in connection with the Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement.
7. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Co-Managers or the Subadviser at any time,all without the payment of any penalty, on not more than 60 days nor less than 30 days written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it shall promptly notify the Fund and the Co-Managers of the occurrence or anticipated occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change or anticipated change in control (as defined in the 1940 Act) of the Subadviser; provided that the Subadviser need not provide notice of such an anticipated event before the anticipated event is a matter of public record. Notwithstanding any provisions to the contrary in this Agreement, this Agreement shall terminate automatically upon notice to the Subadviser of the execution of a new Agreement with a successor Subadviser. The Co-Managers agree that if the Co-Managers or the Fund terminate or fail to renew this Agreement, the Co-Managers shall not utilize and shall not contract with any other entity to utilize any or all of the investment methodologies used by the Subadviser to select individual portfolio securities as described in Appendix I to the Funds Prospectus dated March 20, 2006 or as described in future Fund Prospectuses after the date of such termination or failure to renew this Agreement.
8. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Co-Managers at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary (for PI) and at One Corporate Drive, Shelton, Connecticut, 06484, Attention: Secretary (for ASISI); (2) to the Fund: Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser: 1001 Warrenville Road, Lisle, IL 60532, Attention: General Counsel.
9. Nothing in this Agreement shall limit or restrict the right of any of the Subadvisers directors, officers or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadvisers right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.
10. During the term of this Agreement, the Co-Managers agree to furnish the Subadviser at its principal office all Prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use such material if the Subadviser reasonably objects in writing after receipt thereof. Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment, confirmed email or hand delivery.
11. The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.
12. This Agreement may be amended by mutual consent, but the consent of the Fund must be obtained in conformity with the requirements of the 1940 Act.
13. This Agreement shall be governed by the laws of the State of New York.
14. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
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IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
PRUDENTIAL INVESTMENTS LLC
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AMERICAN SKANDIA INVESTMENT SERVICES, INC.
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FIRST TRUST ADVISORS L.P.
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SCHEDULE A
American Skandia Trust
As compensation for services provided by First Trust Advisors L.P. (First Trust), Prudential Investments LLC and American Skandia Investment Services, Inc. will pay First Trust a fee on the net assets managed First Trust by that is equal, on an annualized basis, to the following:
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Advisory Fee |
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AST First Trust Balanced Target Portfolio |
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0.35% of average daily net assets up to $250 million, 0.30% of average daily net assets from $250 million to $500 million, and 0.25% of average daily net assets over $500 million. |
Dated as of March 20, 2006.
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Exhibit (d)(39)
American Skandia Trust
AST First Trust Capital Appreciation Target Portfolio
SUBADVISORY AGREEMENT
Agreement made as of this 20 th day of March, 2006 between Prudential Investments LLC (PI), a New York limited liability company and American Skandia Investment Services, Inc. (ASISI), a Maryland corporation (together, the Co-Managers), and First Trust Advisors L.P. (First Trust or the Subadviser).
WHEREAS, the Co-Managers have entered into a Management Agreement (the Management Agreement) dated May 1, 2003, with American Skandia Trust, a Massachusetts Trust (the Fund) and a diversified, open-end management investment company registered under the Investment Company Act of 1940 as amended (the 1940 Act), pursuant to which PI and ASISI act as Co-Managers of the Fund; and
WHEREAS, the Co-Managers desire to retain the Subadviser to provide investment advisory services to the Fund and one or more of its series as specified in Schedule A hereto (individually and collectively, with the Fund, referred to herein as the Fund) and to manage such portions of the Funds portfolio as the Co-Managers shall from time to time direct, and the Subadviser is willing to render such investment advisory services; and
NOW, THEREFORE, the Parties agree as follows:
1. (a) Subject to the supervision of the Co-Managers and the Board of Trustees of the Fund (the Board), the Subadviser shall provide investment management services to such portions of the Funds portfolio as the Co-Managers shall direct, including the purchase, retention and disposition of securities therein, in accordance with the Funds investment objectives, policies and restrictions as stated in its then current prospectus and statement of additional information (such prospectus and statement of additional information as currently in effect and as amended or supplemented from time to time, being herein called the Prospectus), and subject to the following understandings:
(i) The Subadviser shall provide investment advisory services for such portion of the Funds portfolio as the Co-Managers shall direct, and the Subadviser shall have discretion without prior consultation with the Co-Managers to determine, from time to time, what investments and securities will be purchased, retained or, sold by the Fund, and what portion of the assets will be invested or held uninvested as cash.
(ii) In the performance of its duties and obligations under this Agreement, the Subadviser shall, act in conformity with the copies of the Agreement and Declaration of Trust, By-Laws and Prospectus of the Fund and any procedures adopted by the Board applicable to the Fund including any amendments to those procedures (Board Procedures) provided to it by the Co-Managers (the Fund Documents), comply with the instructions and directions of the Co-Managers and of the Board, and co-operate with the Co-Managers (or their designees) personnel responsible for monitoring the Funds compliance. The Subadviser shall also comply at all times with the 1940 Act, the Investment Advisers Act of 1940, as amended (the Advisers Act), the Internal Revenue Code of 1986, as amended, and all other applicable federal and state laws and regulations, including securities law. The Co-Managers shall provide Subadviser, in a timely fashion, with copies of any updated Fund Documents.
(iii) The Subadviser shall determine the securities and futures contracts to be purchased or sold by such portions of the Funds portfolio, as applicable, and shall place orders with or through such persons, brokers, dealers or futures commission merchants (including, but not limited to, any broker or dealer affiliated with the Co-Managers or the Subadviser) in accordance with the Funds policy with respect to brokerage as set forth in the Funds Prospectus or as the Board may direct from time to time. In providing the Fund with investment advisory services, it is recognized that the Subadviser shall give primary consideration to securing best execution (which may not involve the most favorable commission). Within the framework of this policy, the Subadviser may consider the financial responsibility, research and investment information and other services provided by brokers, dealers or futures commission merchants who may effect or be a party to any such transaction or other transactions to which the Subadvisers other clients may be a party. In pursuing best execution, the Co-Managers (or the Subadviser) to the Fund each shall have discretion to effect investment transactions for the Fund through broker-dealers (including, to the extent legally permissible, broker-dealers affiliated with the Subadviser(s)) who provide brokerage and/or research services, as such services are defined in Section 28(e) of the Securities Exchange Act of 1934, as amended (the 1934 Act), and to cause the Fund to pay any such broker-dealers an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the brokerage or research services provided by such broker-dealer, viewed in light of either that particular investment transaction or the overall responsibilities of the Co-Managers (or the Subadviser) with respect to the Fund and other accounts as to which they or it may exercise investment discretion (as such term is defined in Section 3(a)(35) of the 1934 Act), are reasonable in relation to the amount of commission.
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On occasions when the Subadviser deems the purchase or sale of a security or futures contract to be in the best interest of the Fund as well as other clients of the Subadviser, the Subadviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities or futures contracts to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities or futures contracts so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Subadviser in the manner the Subadviser considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients.
(iv) The Subadviser shall maintain all books and records with respect to the Funds portfolio transactions effected by it as required by any applicable federal or state securities laws or regulations, including the 1940 Act, the 1934 Act and the Advisers Act. The Subadviser shall furnish to the Co-Managers or the Board all information relating to the Subadvisers services under this Agreement reasonably requested by the Co-Managers and the Board within a reasonable period of time after the Co-Managers or the Board makes such request. The Subadviser shall make reasonably available its employees and officers for consultation with any of the trustees or officers or employees of the Fund with respect to any matter discussed herein, including, without limitation, the valuation of the Funds securities.
(v) The Subadviser shall provide the Funds custodian on each business day with information relating to all transactions concerning the portions of the Funds assets it manages. The Subadviser shall furnish the Co-Managers with information concerning portfolio transactions each day and such other reports as agreed upon from time to time concerning transactions, portfolio holdings and performance of the Fund, in such form and frequency as may be mutually agreed upon from time to time. The Subadviser agrees to review the Fund and discuss the management of the Fund with the Co-Managers and the Board as either or both shall from time to time reasonably request.
(vi) The investment management services provided by the Subadviser hereunder are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others. Subject to the Subadvisers responsibility to the Fund, the Co-Managers agree that Subadviser may give advice or exercise investment responsibility and take such other action with respect to other individuals or entities which may differ from advice given to the Fund. Further, the Co-Managers acknowledge that the Subadviser, or its agent, or employees, or any of the accounts the Subadviser advises, may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Fund may or may not have an interest from time to time, whether such transactions involve the Fund or otherwise.
(vii) The Subadviser and the Co-Managers understand and agree that if the Co-Managers manage the Fund in a manager-of-managers style, the Co-Managers shall, among other things, (i) continually evaluate the performance of the Subadviser through quantitative and qualitative analysis and consultations with the Subadviser, (ii) periodically make recommendations to the Board as to whether the contract with one or more subadvisers should be renewed, modified, or terminated, and (iii) periodically report to the Board regarding the results of their evaluation and monitoring functions. The Subadviser recognizes that its services may be terminated or modified pursuant to this process.
(viii) The Subadviser acknowledges that the Co-Managers and the Fund intend to rely on Rule 17a-10, Rule 10f-3, Rule 12d3-1 and Rule 17e-1 under the 1940 Act, and the Subadviser hereby agrees that it shall not consult with any other subadviser to the Fund with respect to transactions in securities for the Funds portfolio or any other transactions of Fund assets.
(ix) The Subadviser shall provide the Co-Managers a copy of Subadvisers Form ADV as filed with the Securities and Exchange Commission (the Commission).
(b) The Subadviser shall keep the Funds books and records required to be maintained by the Subadviser pursuant to paragraph 1(a) hereof in the form and for the period required by Rule 31a-2 under the 1940 Act. The Subadviser agrees that all records which it maintains for the Fund are the property of the Fund, and the Subadviser shall surrender promptly to the Fund any of such records upon the Funds request, provided, however, that the Subadviser may retain a copy of such records. The Funds books and records maintained by the Subadviser shall be made available, within ten (10) business days of a written request, to the Funds accountants or auditors during regular business hours at the Subadvisers offices. The Fund, the Co-Managers or their respective authorized representatives shall have the right to copy any records in the Subadvisers possession that pertain to the Fund. These books, records, information, or reports shall be made available to properly authorized government representatives consistent with state and federal law and/or regulations. The Subadviser agrees that the policies and procedures it has established for managing the Fund portfolio, including, but not limited to, all policies and procedures designed to ensure compliance with federal and state laws and regulations governing the adviser/client relationship and management and operation of the Fund, shall be made available for inspection by the Fund, the Co-Managers or their respective authorized representatives upon reasonable written request within not more than ten (10) business days.
(c) The Subadviser shall maintain a written code of ethics (the Code of Ethics) that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, a copy of which shall be provided to the Co-Managers and the Fund, and shall institute procedures reasonably necessary to prevent any Access Person (as defined in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act) from violating its Code of Ethics. The Subadviser shall follow such
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Code of Ethics in performing its services under this Agreement. Further, the Subadviser represents that it maintains adequate compliance procedures in compliance with the 1940 Act, the Advisers Act, and other applicable federal and state laws and regulations. In particular, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Subadviser and its employees as required by the Insider Trading and Securities Fraud Enforcement Act of 1988, a copy of which it shall provide to the Co-Managers and the Fund upon reasonable request. The Subadviser shall ensure that its employees comply in all material respects with the provisions of Section 16 of the 1934 Act, and to cooperate reasonably with the Co-Managers for purposes of filing any required reports with the Commission or such other regulator having appropriate jurisdiction.
(d) The Subadviser shall furnish to the Co-Managers copies of all records prepared in connection the maintenance of compliance procedures pursuant to paragraph 1(c) hereof as the Co-Managers may reasonably request.
(e) The Subadviser shall be responsible for the voting of all shareholder proxies with respect to the investments and securities held in the Funds portfolio, subject to such reporting and other requirements as shall be established by the Co-Managers.
(f) Upon reasonable request from the Co-Managers, the Subadviser (through a qualified person) shall assist the valuation committee of the Fund or the Co-Managers in valuing securities of the Fund as may be required from time to time, including the provision of information known to the Subadviser related to the securities being valued.
(g) The Subadviser shall provide the Co-Managers with any information reasonably requested regarding its management of the Funds portfolio required for any shareholder report, amended registration statement, or prospectus supplement to be filed by the Fund with the Commission. The Subadviser shall provide the Co-Managers with certification, documentation or other information reasonably requested or required by the Co-Managers for purposes of the certifications of shareholder reports by the Funds principal financial officer and principal executive officer pursuant to the Sarbanes Oxley Act of 2002 or other law or regulation. The Subadviser shall promptly inform the Fund and the Co-Managers if any information in the Prospectus is (or will become) inaccurate or incomplete.
(h) The Subadviser shall comply with Board Procedures provided to the Subadviser by the Co-Managers or the Fund. The Subadviser shall notify the Co-Managers as soon as reasonably practicable upon detection of any material breach of such Board Procedures.
(i) The Subadviser shall keep the Fund and the Co-Managers informed of developments relating to its duties as subadviser of which the Subadviser has knowledge that would materially affect the Fund. In this regard, the Subadviser shall provide the Fund, the Co-Managers, and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Co-Managers may from time to time reasonably request. Additionally, prior to each Board meeting, the Subadviser shall provide the Co-Managers and the Board with reports regarding the Subadvisers management of the Funds portfolio during the most recently completed quarter, in such form as may be mutually agreed upon by the Subadviser and the Co-Managers. The Subadviser shall certify quarterly to the Fund and the Co-Managers that it and its Advisory Persons (as defined in Rule 17j-under the 1940 Act) have complied materially with the requirements of Rule 17j-1 under the 1940 Act during the previous quarter or, if not, explain what the Subadviser has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish a written report, which complies with the requirements of Rule 17j-1 and Rule 38a-1 under the 1940 Act, concerning the Subadvisers Code of Ethics and compliance program, respectively, to the Fund and the Co-Managers. Upon written request of the Fund or the Co-Managers with respect to violations of the Code of Ethics directly affecting the Fund, the Subadviser shall permit representatives of the Fund or the Co-Managers to examine reports (or summaries of the reports) required to be made by Rule 17j-1(d)(1) relating to enforcement of the Code of Ethics.
2. The Co-Managers shall continue to have responsibility for all services to be provided to the Fund pursuant to the Management Agreement and, as more particularly discussed above, shall oversee and review the Subadvisers performance of its duties under this Agreement. The Co-Managers shall provide (or cause the Funds custodian to provide) timely information to the Subadviser regarding such matters as the composition of assets in the portions of the Fund managed by the Subadviser, cash requirements and cash available for investment in such portions of the Fund, and all other information as may be reasonably necessary for the Subadviser to perform its duties hereunder (including any excerpts of minutes of meetings of the Board that affect the duties of the Subadviser).
3. The assets of the Fund shall be maintained in the custody of a custodian as designated within an agreement between the Fund and the custodian (the Custodian). Subadviser shall have no liability for the acts or omissions of the Custodian, unless such act or omission is taken solely in reliance upon instruction given to the Custodian by a representative of Subadviser properly authorized to give such instruction.
4. For the services provided and the expenses assumed pursuant to this Agreement, the Co-Managers shall pay the Subadviser as full compensation therefor, a fee equal to the percentage of the Funds average daily net assets of the portions of the Fund managed by the Subadviser as described in the attached Schedule A. Liability for payment of compensation by the Co-Managers to the Subadviser under this Agreement is contingent upon the Co-Managers receipt of payment from the Fund for management services described under the Management Agreement between the Fund and the Co-Managers. Expense caps or fee waivers for the Fund that may be
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agreed to by the Co-Managers, but not agreed to by the Subadviser, shall not cause a reduction in the amount of the payment to the Subadviser by the Co-Managers.
5.(a) The Subadviser shall not be liable for any error of judgment or for any loss suffered by the Fund or the Co-Managers in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Subadvisers part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided, however, that nothing in this Agreement shall be deemed to waive any rights the Co-Managers or the Fund may have against the Subadviser under federal or state securities laws. The Co-Managers shall indemnify the Subadviser, its affiliated persons, its officers, directors and employees, for any liability and expenses, including attorneys fees, which may be sustained as a result of the Co-Managers willful misfeasance, bad faith, gross negligence, reckless disregard of their duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws. The Subadviser shall indemnify the Co-Managers, their affiliated persons, their officers, directors and employees, for any liability and expenses, including attorneys fees, which may be sustained as a result of the Subadvisers willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the 1940 Act and federal and state securities laws.
(b). The Co-Managers acknowledge and agree that the Subadviser makes no representation or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Subadviser, whether public or private.
6. Subject to the right of each, the Co-Managers and Subadviser, to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction over it, the parties hereto shall treat as confidential all information pertaining to the Fund and the actions of each the Co-Managers and Subadviser in respect thereof. In accordance with Regulation S-P, if non-public personal information regarding either partys customers or consumers is disclosed to the other party in connection with the Agreement, the party receiving such information will not disclose or use that information other than as necessary to carry out the purposes of this Agreement.
7. This Agreement shall continue in effect for a period of more than two years from the date hereof only so long as such continuance is specifically approved at least annually in conformity with the requirements of the 1940 Act; provided, however, that this Agreement may be terminated by the Fund at any time by the Board or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund, or by the Co-Managers or the Subadviser at any time,all without the payment of any penalty, on not more than 60 days nor less than 30 days written notice to the other party. This Agreement shall terminate automatically in the event of its assignment (as defined in the 1940 Act) or upon the termination of the Management Agreement. The Subadviser agrees that it shall promptly notify the Fund and the Co-Managers of the occurrence or anticipated occurrence of any event that would result in the assignment (as defined in the 1940 Act) of this Agreement, including, but not limited to, a change or anticipated change in control (as defined in the 1940 Act) of the Subadviser; provided that the Subadviser need not provide notice of such an anticipated event before the anticipated event is a matter of public record. Notwithstanding any provisions to the contrary in this Agreement, this Agreement shall terminate automatically upon notice to the Subadviser of the execution of a new Agreement with a successor Subadviser. The Co-Managers agree that if the Co-Managers or the Fund terminate or fail to renew this Agreement, the Co-Managers shall not utilize and shall not contract with any other entity to utilize any or all of the investment methodologies used by the Subadviser to select individual portfolio securities as described in Appendix I to the Funds Prospectus dated March 20, 2006 or as described in future Fund Prospectuses after the date of such termination or failure to renew this Agreement.
8. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid, (1) to the Co-Managers at Gateway Center Three, 100 Mulberry Street, 4th Floor, Newark, NJ 07102-4077, Attention: Secretary (for PI) and at One Corporate Drive, Shelton, Connecticut, 06484, Attention: Secretary (for ASISI); (2) to the Fund: Gateway Center Three, 4th Floor, 100 Mulberry Street, Newark, NJ 07102-4077, Attention: Secretary; or (3) to the Subadviser: 1001 Warrenville Road, Lisle, IL 60532, Attention: General Counsel.
9. Nothing in this Agreement shall limit or restrict the right of any of the Subadvisers directors, officers or employees to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any business, whether of a similar or a dissimilar nature, nor limit or restrict the Subadvisers right to engage in any other business or to render services of any kind to any other corporation, firm, individual or association.
10. During the term of this Agreement, the Co-Managers agree to furnish the Subadviser at its principal office all Prospectuses, proxy statements, reports to shareholders, sales literature or other material prepared for distribution to shareholders of the Fund or the public, which refer to the Subadviser in any way, prior to use thereof and not to use such material if the Subadviser reasonably objects in writing after receipt thereof. Sales literature may be furnished to the Subadviser hereunder by first-class or overnight mail, facsimile transmission equipment, confirmed email or hand delivery.
11. The parties to this Agreement each agree to cooperate in a reasonable manner with each other in the event that any of them should become involved in a legal, administrative, judicial or regulatory action, claim, or suit as a result of performing its obligations under this Agreement.
12. This Agreement may be amended by mutual consent, but the consent of the Fund must be obtained in conformity with the requirements of the 1940 Act.
13. This Agreement shall be governed by the laws of the State of New York.
14. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act, shall be resolved by reference to such term or provision of the 1940 Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act, reflected in any provision of this Agreement, is related by rules, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order.
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IN WITNESS WHEREOF, the Parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.
PRUDENTIAL INVESTMENTS LLC
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AMERICAN SKANDIA INVESTMENT SERVICES, INC.
By: |
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Name: |
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Title: |
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FIRST TRUST ADVISORS L.P.
By: |
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Name: |
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Title: |
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SCHEDULE A
American Skandia Trust
As compensation for services provided by First Trust Advisors L.P. (First Trust), Prudential Investments LLC and American Skandia Investment Services, Inc. will pay First Trust a fee on the net assets managed First Trust by that is equal, on an annualized basis, to the following:
Portfolio Name |
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Advisory Fee |
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AST First Trust Capital Appreciation Target Portfolio |
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0.35% of average daily net assets up to $250 million, 0.30% of average daily net assets from $250 million to $500 million, and 0.25% of average daily net assets over $500 million. |
Dated as of March 20, 2006.
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Exhibit 99(g)(1)
CUSTODIAN SERVICES AGREEMENT
THIS AGREEMENT is made, as of July 1, 2005, separately by and between each separate registered investment company set forth on Exhibit A (dated July 1, 2005) attached hereto (each a Fund) and PFPC TRUST COMPANY (PFPC Trust). As used herein, the term Agreement shall mean this Custodian Services Agreement and any and all exhibits and schedules attached hereto and any amendments to any of the foregoing executed in accordance with the terms of this Custodian Services Agreement.
W I T N E S S E T H:
WHEREAS, each Fund is registered as an investment company under the Investment Company Act of 1940, as amended (the 1940 Act);
WHEREAS, each Fund wishes to retain PFPC Trust to provide custodian services to its investment portfolios listed on Exhibit A attached hereto, as such Exhibit A may be amended from time to time (each a Portfolio), and PFPC Trust wishes to furnish custodian services either directly or through an affiliate or affiliates, as more fully described herein; and
WHEREAS, additional registered investment companies may be added to this Agreement pursuant to written agreement of such registered investment company and PFPC Trust, and upon the effective date of such written agreement such registered investment company shall be a Fund for all purposes under this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
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contained, and intending to be legally bound hereby, each separate Fund and PFPC Trust agree as follows:
1. Definitions. As Used in This Agreement:
(a) 1933 Act means the Securities Act of 1933, as amended.
(b) 1934 Act means the Securities Exchange Act of 1934, as amended.
(c) Authorized Person means, with respect to a particular Fund, any officer of the Fund and any other person authorized by the Fund to give Oral or Written Instructions on behalf of the Fund. An Authorized Persons scope of authority may be limited by setting forth such limitation in a written document signed by the relevant Fund and PFPC Trust.
(d) Book-Entry System means the Federal Reserve Treasury book-entry system for United States and federal agency securities, its successor or successors, and its nominee or nominees and any book-entry system registered with the SEC under the 1934 Act.
(e) CEA means the Commodities Exchange Act, as amended.
(f) Oral Instructions mean oral instructions received by PFPC Trust from an Authorized Person or from a person reasonably believed by PFPC Trust to be an Authorized Person. PFPC Trust may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.
(g) PFPC Trust means PFPC Trust Company or a subsidiary or affiliate of PFPC Trust Company.
(h) SEC means the Securities and Exchange Commission.
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(i) Securities Laws mean the 1933 Act, the 1934 Act, the 1940 Act and the CEA.
(j) Shares mean the shares of beneficial interest of any series or class of a Portfolio.
(k) Property means:
(i) any and all securities and other investment items which a Fund may from time to time deposit (or cause to be deposited) with PFPC Trust with respect to one of the Funds Portfolios or which PFPC Trust may from time to time hold for a Fund with respect to one of the Funds Portfolios;
(ii) all income in respect of any of such securities or other investment items;
(iii) all proceeds of the sale of any of such securities or investment items; and
(iv) all proceeds of the sale of securities issued by a Fund with respect to one of the Funds Portfolios, which are received by PFPC Trust from time to time, from or on behalf of that Portfolio.
(l) Written Instructions mean (i) written instructions signed by two Authorized Persons (or persons reasonably believed by PFPC Trust to be Authorized Persons) and received by PFPC Trust or (ii) trade instructions with respect to a particular Portfolio transmitted by means of an electronic transaction reporting system which requires the use of a password or other authorized identifier in order to gain access. The instructions may be delivered electronically (with respect to sub-item (ii) above) or by hand, mail or facsimile sending device.
2. Appointment . Each Fund hereby appoints PFPC Trust to provide custodian services set forth in this Agreement to each of its Portfolios, in accordance with the terms set forth in this Agreement. PFPC Trust accepts such appointment and agrees to furnish such services. For clarity, PFPC Trust shall have no obligations or responsibilities with respect to a particular investment portfolio of a Fund until such investment portfolio (i) is listed or deemed to be listed (pursuant to a written agreement between PFPC Trust and such
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Fund) on Exhibit A attached hereto or (ii) is otherwise agreed (pursuant to a written agreement between PFPC Trust and such Fund) to be a Portfolio under this Agreement.
3. Compliance with Laws .
With respect to each respective Fund, PFPC Trust undertakes to comply with material applicable requirements of the Securities Laws and material laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC Trust hereunder with respect to such Fund. Except as specifically set forth herein, PFPC Trust assumes no responsibility for compliance by any Fund or any other entity.
4. Instructions .
(a) Unless otherwise provided in this Agreement, PFPC Trust shall act only upon Oral Instructions or Written Instructions.
(b) PFPC Trust shall be entitled to rely upon any Oral Instruction or Written Instruction it receives pursuant to this Agreement. PFPC Trust may assume that any Oral Instructions or Written Instructions received hereunder are not in any way inconsistent with the provisions of organizational documents of any Fund or this Agreement or with any vote, resolution or proceeding of any Funds Board of Trustees, Board of Directors or similar governing entity or of any Funds shareholders, unless and until PFPC Trust receives Written Instructions relating to a particular Fund to the contrary.
(c) Each Fund agrees to forward to PFPC Trust Written Instructions confirming Oral Instructions (except where such Oral Instructions are given by PFPC Trust or its affiliates) so that PFPC Trust receives the Written Instructions by the close of
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business on the New York Stock Exchange business day (i.e., a day on which the New York Stock Exchange is open for trading) immediately following the day on which the Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC Trust or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or PFPC Trusts ability to rely upon such Oral Instructions.
5. Right to Receive Advice .
(a) Advice of a Fund . If PFPC Trust is in doubt as to any action it should or should not take, PFPC Trust may request directions or advice, including Oral Instructions or Written Instructions, from a Fund.
(b) Advice of Counsel . If PFPC Trust shall be in doubt as to any question of law pertaining to any action it should or should not take, PFPC Trust may request advice from counsel of its own choosing (who may be counsel for a Fund, a Funds investment adviser or PFPC Trust, at the option of PFPC Trust). The Fund to which such advice relates shall reimburse PFPC Trust for the cost of obtaining such advice so long as the Fund has approved the seeking of such advice (which approval shall not be unreasonably withheld or delayed).
(c) Conflicting Advice . In the event of a conflict between directions or advice or Oral Instructions or Written Instructions PFPC Trust receives from a Fund, and the advice it receives from counsel, PFPC Trust shall be entitled to rely upon and follow the advice of counsel.
(d) Protection of PFPC Trust . PFPC Trust shall be indemnified by a Fund and
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without liability for any action PFPC Trust takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC Trust receives from or on behalf of such Fund, or in reliance upon advice from counsel with respect to any matter relating to such Fund, and which PFPC Trust believes, in good faith, to be consistent with those directions or advice or Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC Trust (i) to seek directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with directions or advice or Oral Instructions or Written Instructions.
6. Records; Visits . The books and records pertaining to a Fund and its Portfolios, which are in the possession or under the control of PFPC Trust, shall be the property of that Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. Each Fund and the Funds Authorized Persons shall have access to the books and records pertaining to such Fund (provided the same are in the possession or under the control of PFPC Trust) at all times during PFPC Trusts normal business hours. Upon the reasonable request of a Fund, copies of any books and records pertaining to such Fund (provided the same are in the possession or under the control of PFPC Trust) shall be provided by PFPC Trust to the Fund or to an authorized representative of the Fund, at the Funds expense.
7. Confidentiality . PFPC Trust shall keep confidential any information relating to a Funds business and each Fund shall keep confidential any information relating to PFPC Trusts business. As between PFPC Trust and a particular Fund, information to be kept confidential shall include (a) any data or information that is competitively sensitive
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material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC Trust, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them; (b) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PFPC Trust a competitive advantage over its competitors; (c) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (d) anything designated as confidential. Notwithstanding the foregoing, the party receiving information shall not be subject to confidentiality obligations with respect to such information to the extent: (a) such information is already known to the receiving party at the time it is obtained by the receiving party; (b) such information is or becomes publicly known or available through no wrongful act of the receiving party; (c) such information is rightfully received by the receiving party from a third party who, to the best of the receiving partys knowledge, is not under a duty of confidentiality; (d) such information is released by the protected party to a third party without restriction; (e) such information is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the protected party written notice of the same, to the extent such notice is permitted); (f) release of such information by PFPC Trust is necessary or
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desirable in connection with the provision of services under this Agreement; (g) such information is relevant to the defense of any claim or cause of action asserted against the receiving party; or (h) such information has been or is independently developed or obtained by the receiving party.
8. Cooperation with Accountants . PFPC Trust shall cooperate with each Funds independent public accountants and shall take all reasonable action to make any requested information available to a particular Funds independent public accountants as reasonably requested by that Fund.
9. PFPC System . PFPC Trust shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PFPC Trust in connection with the services provided by PFPC Trust to any Fund.
10. Disaster Recovery . PFPC Trust shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC Trust shall, at no additional expense to a Fund, take reasonable steps to minimize service interruptions with respect to such Fund. PFPC Trust shall have no liability to a Fund with respect to the loss of data or service interruptions caused by equipment failure provided such loss or interruption is not caused by PFPC Trusts own willful misfeasance with respect to such Fund, bad faith with respect to such Fund, negligence with respect to such Fund or reckless disregard of its duties or obligations under this Agreement with respect to such Fund.
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11. Compensation . (a) As compensation for custody services rendered by PFPC Trust with respect to a particular Fund during the term of this Agreement, such Fund, on behalf of each of its Portfolios, will pay to PFPC Trust a fee or fees as may be agreed to in writing from time to time by the Fund and PFPC Trust. Each Fund acknowledges that PFPC Trust may receive float benefits in connection with maintaining certain accounts required to provide services under this Agreement.
(b) Each Fund hereby represents and warrants to PFPC Trust that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to PFPC Trust or to the adviser or sponsor of any Fund in connection with this Agreement have been fully disclosed to the Board of Trustees, Board of Directors or similar governing entity of the Fund and that, if required by applicable law, such Board of Trustees, Board of Directors or similar governing entity has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.
12. Indemnification . Each Fund, on behalf of each of its Portfolios, agrees to indemnify, defend and hold harmless PFPC Trust and its affiliates (including their respective officers, directors, agents and employees) from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws and reasonable attorneys fees and disbursements) arising directly or indirectly from any action or omission to act which PFPC Trust takes in connection with the provision of services to the Fund. Neither PFPC Trust, nor any of its affiliates, shall be indemnified by a Fund against any liability (or any expenses incident to such liability) caused by PFPC Trusts or its affiliates
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(including their respective officers, directors, agents and employees) own willful misfeasance with respect to such Fund, bad faith with respect to such Fund, negligence with respect to such Fund, reckless disregard in the performance of PFPC Trusts activities with respect to such Fund under this Agreement, fraud with respect to such Fund, or violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of a criminal statute or material violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of any other statute which statute is materially applicable to the duties PFPC Trust is obligated to perform with respect to such Fund under this Agreement. The provisions of this Section 12 shall survive termination of this Agreement. Any amounts payable by a Fund hereunder shall be satisfied only against the relevant Portfolios assets and not against the assets of any other investment portfolio of the Fund.
13. Responsibility of PFPC Trust .
(a) PFPC Trust shall be under no duty to take any action hereunder on behalf of a Fund or any of its Portfolios except as specifically set forth herein or as may be specifically agreed to by PFPC Trust and such Fund in a written amendment hereto. PFPC Trust shall be obligated to exercise care and diligence in the performance of its duties hereunder with respect to a particular Fund and to act in good faith in performing services with respect to a particular Fund provided for under this Agreement. PFPC Trust shall be liable to a Fund only for any damages arising out of PFPC Trusts failure to perform its duties under this Agreement with respect to such Fund and only to the extent such damages arise out of PFPC
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Trusts willful misfeasance with respect to such Fund, bad faith with respect to such Fund, negligence with respect to such Fund, reckless disregard of PFPC Trusts duties under this Agreement with respect to such Fund, fraud with respect to such Fund, or violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of a criminal statute or material violation with respect to such Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of any other statute which statute is materially applicable to the duties PFPC Trust is obligated to perform with respect to such Fund under this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC Trust shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC Trust shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which PFPC Trust reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement to the contrary, neither PFPC Trust nor its affiliates shall be liable for any consequential, special or indirect losses or
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damages, whether or not the likelihood of such losses or damages was known by PFPC Trust or its affiliates.
(d) Each Fund shall have a duty to mitigate damages for which PFPC Trust may become responsible hereunder and PFPC Trust shall have a duty to mitigate damages for which a Fund may become responsible hereunder.
(e) Notwithstanding anything in this Agreement to the contrary (other than as specifically provided in Section 14(h)(ii)(B)(4) and Section 14(h)(iii)(A) of this Agreement), each Fund shall be responsible for all filings, tax returns and reports on any transactions undertaken pursuant to this Agreement relating to it, or in respect of the Property relating to any of its Portfolios or any collections undertaken pursuant to this Agreement relating to it, which may be requested by any relevant authority. In addition, each Fund shall be responsible for the payment of all taxes and similar items (including without limitation penalties and interest related thereto) relating to it.
(f) Each Fund acknowledges that the Internet is an open, publicly accessible network and not under the control of any party. PFPC Trusts provision of access to and use of PFPC Trusts data repository and analytics suite is dependent upon the proper functioning of the Internet and services provided by telecommunications carriers, firewall providers, encryption system developers and others. Each Fund agrees that PFPC Trust shall not be liable in any respect for the actions or omissions of any third party wrongdoers (i.e., hackers not employed by PFPC Trust or its affiliates) or of any third parties involved in facilitating access to or use of PFPC Trusts data repository and analytics suite and shall not liable in
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any respect for the selection of any such third party, unless that selection constitutes willful misfeasance, bad faith or negligence on the part of PFPC Trust.
(g) The provisions of this Section 13 shall survive termination of this Agreement.
(h) Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of any Fund or for any failure to discover any such error or omission.
14. Description of Services .
(a) Delivery of the Property . Each Fund will deliver or arrange for delivery to PFPC Trust, all the Property relating to its Portfolios, including cash received as a result of the distribution of Shares of its Portfolios, during the term of this Agreement. PFPC Trust will not be responsible for any assets relating to a particular Portfolio until actual receipt of such assets with respect to such Portfolio.
(b) Receipt and Disbursement of Money . PFPC Trust, acting upon Written Instructions, shall open and maintain a separate account for each separate Portfolio of each Fund (each an Account) and shall maintain in the Account of a particular Portfolio all cash and other assets received from or for such Portfolio specifically designated to such Account.
PFPC Trust shall make cash payments from or for the Account of a Portfolio only for:
(i) purchases of securities in the name of the Portfolio, PFPC Trust, PFPC Trusts nominee or a sub-custodian or nominee thereof as provided in sub-section (j) and for which PFPC Trust has received a copy of the brokers or dealers confirmation or payees invoice, as appropriate;
(ii) purchase or redemption of Shares of the Portfolio delivered to PFPC Trust;
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(iii) payment of, subject to Written Instructions, interest, taxes (provided that tax which PFPC Trust considers is required to be deducted or withheld at source will be governed by Section 14(h)(iii)(B) of this Agreement), administration, accounting, distribution, advisory and management fees which are to be borne by the Portfolio;
(iv) payment to, subject to receipt of Written Instructions, the Portfolios transfer agent, as agent for the shareholders of such Portfolio, of an amount equal to the amount of dividends and distributions stated in the Written Instructions to be distributed in cash by the transfer agent to such shareholders, or, in lieu of paying the Portfolios transfer agent, PFPC Trust may arrange for the direct payment of cash dividends and distributions to shareholders of such Portfolio in accordance with procedures mutually agreed upon from time to time by and among the applicable Fund, PFPC Trust and the Portfolios transfer agent;
(v) payments, upon receipt of Written Instructions, in connection with the conversion, exchange or surrender of securities owned or subscribed to by the Portfolio and held by or delivered to PFPC Trust;
(vi) payments of the amounts of dividends received with respect to securities sold short;
(vii) payments to PFPC Trust for its services hereunder;
(viii) payments to a sub-custodian pursuant to provisions in sub-section (c) of this Section 14; and
(ix) other payments, upon Written Instructions.
PFPC Trust is hereby authorized to endorse and collect all checks, drafts or other orders for the payment of money received as custodian for the Accounts.
(c) Receipt of Securities; Subcustodians .
PFPC Trust shall hold all securities received by it for a particular Portfolio in a separate account that physically segregates such securities from those of any other persons, firms or corporations, except for securities held in a Book-Entry System or through a sub-custodian or depository. All such securities shall be held or disposed of only upon Written Instructions or otherwise pursuant to the terms of this Agreement. PFPC Trust shall have no power or authority to assign, hypothecate, pledge or otherwise dispose of any such securities or investment, except upon the express terms of this Agreement or upon Written Instructions
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authorizing the transaction. In no case may any member of a Funds Board of Trustees, Board of Directors or similar governing entity, or any officer, employee or agent of a Fund, withdraw any of the Funds securities.
At PFPC Trusts own expense and for its own convenience, PFPC Trust may enter into sub-custodian agreements with other banks or trust companies to perform duties described in this sub-section (c) with respect to domestic assets. Such bank or trust company shall have aggregate capital, surplus and undivided profits, according to its last published report, of at least one million dollars ($1,000,000), if it is a subsidiary or affiliate of PFPC Trust, or at least twenty million dollars ($20,000,000) if such bank or trust company is not a subsidiary or affiliate of PFPC Trust. In addition, such bank or trust company must be qualified to act as custodian and agree to comply with the relevant provisions of applicable rules and regulations. Any such arrangement relating to one or more Portfolios of a particular Fund will not be entered into without prior written notice to such Fund (or as otherwise provided in the 1940 Act).
In addition, PFPC Trust may enter into arrangements with sub-custodians with respect to services regarding foreign assets. Any such arrangement relating to one or more Portfolios of a particular Fund will not be entered into without prior written notice to such Fund (or as otherwise provided in the 1940 Act).
As between PFPC Trust and a particular Fund, PFPC Trust shall remain responsible to such Fund for the acts and omissions of any sub-custodian chosen by PFPC Trust with respect to the assets of such Fund under the terms of this sub-section (c) to the same extent that PFPC Trust is responsible to such Fund for PFPC Trusts own acts and omissions with respect to such Fund under this Agreement.
(d) Transactions Requiring Instructions . Upon receipt of Oral Instructions or Written Instructions and not otherwise, PFPC Trust shall:
(i) deliver any securities held for a Portfolio against the receipt of payment for the sale of such securities or otherwise in accordance with standard market practice;
(ii) forward voluntary corporate action instructions (for clarity, not to include proxies) as set forth in such Oral Instructions or Written Instructions provided PFPC Trust has received such instructions within such reasonable timeframes as PFPC Trust may designate from time to time;
(iii) deliver any securities to the issuer thereof, or its agent, when such securities are called, redeemed, retired or otherwise become payable at the option of the holder; provided that, in any such case, the cash or other
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consideration is to be delivered to PFPC Trust;
(iv) deliver any securities held for a Portfolio against receipt of other securities or cash issued or paid in connection with the liquidation, reorganization, refinancing, tender offer, merger, consolidation or recapitalization of any corporation, or the exercise of any conversion privilege;
(v) deliver any securities held for a Portfolio to any protective committee, reorganization committee or other person in connection with the reorganization, refinancing, merger, consolidation, recapitalization or sale of assets of any corporation, and receive and hold under the terms of this Agreement such certificates of deposit, interim receipts or other instruments or documents as may be issued to it to evidence such delivery;
(vi) make such transfer or exchanges of the assets of the Fund to which said Oral Instructions or Written Instructions relate and take such other steps as shall be stated in said Oral Instructions or Written Instructions to be for the purpose of effectuating a duly authorized plan of liquidation, reorganization, merger, consolidation or recapitalization of such Fund;
(vii) release securities belonging to a Portfolio to any bank or trust company for the purpose of a pledge or hypothecation to secure any loan incurred on behalf of that Portfolio; provided, however, that securities shall be released only upon payment to PFPC Trust of the monies borrowed, except that in cases where additional collateral is required to secure a borrowing already made subject to proper prior authorization, further securities may be released for that purpose; and repay such loan upon redelivery to it of the securities pledged or hypothecated therefor and upon surrender of the note or notes evidencing the loan;
(viii) release and deliver securities owned by a Portfolio in connection with any repurchase agreement entered into on behalf of that Portfolio, but only on receipt of payment therefor; and pay out monies of a Portfolio in connection with such repurchase agreements, but only upon the delivery of the securities;
(ix) release and deliver or exchange securities owned by a Portfolio in connection with any conversion of such securities, pursuant to their terms, into other securities;
(x) release and deliver securities to a broker in connection with the brokers custody of margin collateral relating to futures and options transactions;
(xi) release and deliver securities owned by a Portfolio for the purpose of redeeming in kind Shares of the Portfolio upon delivery thereof to PFPC
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Trust; and
(xii) release and deliver or exchange securities owned by a Portfolio for other purposes.
PFPC Trust must also receive a certified resolution describing the nature of the corporate purpose and the name and address of the person(s) to whom delivery shall be made when such action is pursuant to sub-paragraph d(xii).
(e) Use of Book-Entry System or Other Depository . PFPC Trust will deposit in Book-Entry Systems and other depositories all securities belonging to the Portfolios eligible for deposit therein and will utilize Book-Entry Systems and other depositories to the extent possible in connection with settlements of purchases and sales of securities by the Portfolios, and deliveries and returns of securities loaned, subject to repurchase agreements or used as collateral in connection with borrowings. PFPC Trust shall continue to perform such duties with respect to all of the Portfolios of a Fund until PFPC Trust receives Written Instructions or Oral Instructions from or on behalf of the Fund authorizing contrary actions with respect to one or more of such Funds Portfolios. Notwithstanding anything in this Agreement to the contrary, PFPC Trusts use of a Book-Entry System shall comply with the requirements of Rule 17f-4 under the 1940 Act.
PFPC Trust shall administer a Book-Entry System or other depository as follows:
(i) With respect to securities of a particular Portfolio which are maintained in a Book-Entry System or another depository, the records of PFPC Trust shall identify by book-entry or otherwise those securities as belonging to such Portfolio.
(ii) Assets of each Portfolio deposited in a Book-Entry System or another depository will (to the extent consistent with applicable law and standard
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practice) at all times be segregated from any assets and cash controlled by PFPC Trust in other than a fiduciary or custodian capacity but may be commingled with other assets held in such capacities.
PFPC Trust will provide a Fund with such reports on its own system of internal control as the Fund may reasonably request from time to time.
(f) Registration of Securities . All securities held for a Portfolio which are issued or issuable only in bearer form, except such securities maintained in the Book-Entry System or in another depository, shall be held by PFPC Trust in bearer form; all other securities maintained for a Portfolio may be registered in the name of the applicable Fund on behalf of that Portfolio, PFPC Trust, a Book-Entry System, another depository, a sub-custodian, or any duly appointed nominee of such Fund, PFPC Trust, a Book-Entry System, a depository or a sub-custodian. Each Fund reserves the right to instruct PFPC Trust as to the method of registration and safekeeping of the securities of the Fund. Each Fund agrees to furnish to PFPC Trust appropriate instruments to enable PFPC Trust to maintain or deliver in proper form for transfer, or to register in the name of its nominee or in the name of the Book-Entry System or in the name of another appropriate entity, any securities which PFPC Trust may maintain for the Fund. With respect to uncertificated securities which are registered in the name of a Fund or a Portfolio (or a nominee thereof), PFPC Trust will reflect such securities on its records based upon the holdings information provided to it by the issuer of such securities, but notwithstanding anything in this Agreement to the contrary PFPC Trust shall not be obligated to safekeep such securities or to perform other duties with respect to such securities other than to make payment for the purchase of such securities
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upon receipt of Oral or Written Instructions, accept in sale proceeds received by PFPC Trust upon the sale of such securities of which PFPC Trust is informed pursuant to Oral or Written Instructions, and accept in other distributions received by PFPC Trust with respect to such securities or reflect on its records any reinvested distributions with respect to such securities of which it is informed by the issuer of the securities.
(g) Proxy Voting . Neither PFPC Trust nor its nominee shall vote any proxy relating to any security held pursuant to this Agreement by or for the account of a Portfolio. PFPC Trust (directly or through the use of another entity) shall promptly deliver any proxy, proxy statement or proxy material received by PFPC Trust as custodian of a particular Portfolio under this Agreement to the entity which PFPC Trust has been informed in Written Instructions is the proxy voter for such Portfolio, and in connection with any proxy, proxy statement or proxy material received by PFPC Trust as custodian of a particular Portfolio under this Agreement PFPC Trust (directly or through the use of another entity) shall deliver to the entity which PFPC Trust has been informed in Written Instructions is the proxy voter for such Portfolio the relevant holdings information related to such Portfolio. Each Portfolio shall be obligated to inform its proxy voter that PFPC Trust is the custodian for such Portfolio, and PFPC Trust shall have no responsibility for the actions or inactions of any proxy voter.
(h) Transactions Not Requiring Instructions . Notwithstanding anything in this Agreement requiring instructions in order to take a particular action, in the absence of contrary Written Instructions relating to a particular Fund or Portfolio,
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PFPC Trust is authorized to take the following actions without the need for instructions:
(i) Collection of Income and Other Payments.
(A) collect and receive for the account of a Portfolio, all income, dividends, distributions, coupons, option premiums, other payments and similar items, included or to be included in such Portfolios Property, and, in addition, promptly advise the Portfolio of such receipt and credit such income to the Portfolios custodian account;
(B) endorse and deposit for collection, in the name of a Fund, checks, drafts, or other orders for the payment of money;
(C) receive and hold for the account of a Portfolio all securities received as a distribution on the Portfolios securities as a result of a stock dividend, share split-up or reorganization, recapitalization, readjustment or other rearrangement or distribution of rights or similar securities issued with respect to any securities belonging to the Portfolio and held by PFPC Trust hereunder;
(D) present for payment and collect the amount payable upon all securities which may mature or be called, redeemed, retired or otherwise become payable (on a mandatory basis) on the date such securities become payable; and
(E) take any action which may be necessary and proper in connection with the collection and receipt of such income and other payments and the endorsement for collection of checks, drafts, and other negotiable instruments.
(ii) Miscellaneous Transactions .
(A) PFPC Trust is authorized to deliver or cause to be delivered a particular Portfolios Property against payment or other consideration or written receipt therefor in the following cases:
(1) for examination by a broker or dealer selling for the account of the Portfolio in accordance with street delivery custom;
(2) for the exchange of interim receipts or temporary securities for definitive securities; and
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(3) for transfer of securities into the name of the applicable Fund on behalf of the Portfolio or PFPC Trust or a sub-custodian or a nominee of one of the foregoing, or for exchange of securities for a different number of bonds, certificates, or other evidence, representing the same aggregate face amount or number of units bearing the same interest rate, maturity date and call provisions, if any; provided that, in any such case, the new securities are to be delivered to PFPC Trust.
(B) PFPC Trust shall:
(1) pay all income items held by it which call for payment upon presentation and hold the cash received by it upon such payment for the account of the applicable Portfolio;
(2) collect interest and cash dividends received, with notice to the applicable Fund, to the account of the applicable Portfolio;
(3) hold for the account of a Portfolio all stock dividends, rights and similar securities issued with respect to any securities held by PFPC Trust for such Portfolio; and
(4) subject to receipt of such documentation and information as PFPC Trust may request, execute as agent on behalf of a Fund all necessary ownership certificates required by a national governmental taxing authority or under the laws of any U.S. state now or hereafter in effect, inserting the Funds name, on behalf of a Portfolio of the Fund, on such certificate as the owner of the securities covered thereby, to the extent PFPC Trust may lawfully do so.
(iii) Other Matters .
(A) subject to receipt of such documentation and information as PFPC Trust may request, PFPC Trust will, in such jurisdictions as PFPC Trust may agree from time to time with respect to a particular Fund, seek to reclaim or obtain a reduction with respect to any withholdings or other taxes relating to assets of such Fund maintained hereunder (provided that PFPC Trust will not be liable to any Fund for failure to obtain any particular relief in a particular jurisdiction); and
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(B) PFPC Trust is authorized to deduct or withhold any sum in respect of tax which PFPC Trust considers is required to be deducted or withheld at source by any relevant law or practice.
(i) Segregated Accounts .
(i) PFPC Trust shall upon receipt of Written Instructions or Oral Instructions establish and maintain segregated accounts on its records for and on behalf of a particular Portfolio. Such accounts may be used to transfer cash and securities, including securities in a Book-Entry System or other depository:
(A) for the purposes of compliance by the Portfolio with the procedures required by a securities or option exchange, providing such procedures comply with the 1940 Act and any releases of the SEC relating to the maintenance of segregated accounts by registered investment companies; and
(B) upon receipt of Written Instructions, for other purposes.
(ii) PFPC Trust shall arrange for the establishment of IRA custodian accounts for such shareholders holding Shares of a Portfolio through IRA accounts, in accordance with the Portfolios prospectuses, the Internal Revenue Code of 1986, as amended (including regulations promulgated thereunder), and with such other procedures as are mutually agreed upon from time to time by and among the applicable Fund, PFPC Trust and the Portfolios transfer agent.
(j) Purchases of Securities . PFPC Trust shall settle purchased securities upon receipt of Oral Instructions or Written Instructions that specify:
(i) the name of the issuer and the title of the securities, including CUSIP number if applicable;
(ii) the number of shares or the principal amount purchased and accrued interest, if any;
(iii) the date of purchase and settlement;
(iv) the purchase price per unit;
(v) the total amount payable upon such purchase;
(vi) the Portfolio involved; and
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(vii) the name of the person from whom or the broker through whom the purchase was made. PFPC Trust shall upon receipt of securities purchased by or for a Portfolio (or otherwise in accordance with standard market practice) pay out of the monies held for the account of the Portfolio the total amount payable to the person from whom or the broker through whom the purchase was made, provided that the same conforms to the total amount payable as set forth in the Oral Instructions or Written Instructions relating to such transaction.
(k) Sales of Securities . PFPC Trust shall settle sold securities upon receipt of Oral
Instructions or Written Instructions that specify:
(i) the name of the issuer and the title of the security, including CUSIP number if applicable;
(ii) the number of shares or principal amount sold, and accrued interest, if any;
(iii) the date of trade and settlement;
(iv) the sale price per unit;
(v) the total amount payable to the Portfolio upon such sale;
(vi) the name of the broker through whom or the person to whom the sale was made;
(vii) the location to which the security must be delivered and delivery deadline, if any; and
(viii) the Portfolio involved.
PFPC Trust shall deliver the securities sold by or for a Portfolio upon receipt of the total amount payable to the Portfolio upon such sale, provided that the total amount payable is the same as was set forth in the Oral Instructions or Written Instructions relating to such transaction. Notwithstanding anything to the contrary in this Agreement, PFPC Trust may accept payment in such form as is consistent with standard industry practice and may deliver assets and arrange for payment in accordance with the standard market practice.
(l) Reports .
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(i) PFPC Trust shall furnish to each Fund the following reports:
(A) such periodic and special reports as the Fund may reasonably request;
(B) a monthly statement summarizing all transactions and entries for the account of each of the Funds Portfolios, listing each portfolio security belonging to each such Portfolio (with the corresponding security identification number) held at the end of such month and stating the cash balance of each such Portfolio at the end of such month;
(C) the reports required to be furnished to the Fund pursuant to Rule 17f-4 of the 1940 Act; and
(D) such other information as may be agreed upon from time to time between the Fund and PFPC Trust.
(ii) PFPC Trust shall transmit promptly to a Fund (or to such other entity as the Fund may direct in Written Instructions) any proxy, proxy statement, proxy material, notice of a call or conversion, authorization, consent or other instrument whereby the authority of the Fund as owner of any securities may be exercised, to the extent the same is received by PFPC Trust as custodian of such Funds Portfolios under this Agreement. PFPC Trust shall be under no other obligation to inform any Fund as to such actions or events. For clarification, upon termination of this Agreement with respect to a particular Fund PFPC Trust shall have no responsibility to transmit to such Fund any material referenced in the first sentence of this sub-section (l)(ii) or to inform such Fund or any other person having any interest in or with respect to such Fund of any actions or events referenced in the first sentence of this sub-section (l)(ii).
(m) Crediting of Accounts . PFPC Trust may in its sole discretion credit an Account
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with respect to income, dividends, distributions, coupons, option premiums, other payments or similar items prior to PFPC Trusts actual receipt thereof, and in addition PFPC Trust may in its sole discretion credit or debit the assets in an Account on a contractual settlement date with respect to any sale, exchange or purchase applicable to the Account; provided that nothing herein or otherwise shall require PFPC Trust to make any advances or to credit any amounts until PFPC Trusts actual receipt thereof. If PFPC Trust credits an Account with respect to (a) income, dividends, distributions, coupons, option premiums, other payments or similar items on a contractual payment date or otherwise in advance of PFPC Trusts actual receipt of the amount due, (b) the proceeds of any sale or other disposition of assets on the contractual settlement date or otherwise in advance of PFPC Trusts actual receipt of the amount due or (c) provisional crediting of any amounts due, and (i) PFPC Trust is subsequently unable to collect full and final payment for the amounts so credited within a reasonable time period using reasonable efforts or (ii) pursuant to standard industry practice, law or regulation PFPC Trust is required to repay to a third party such amounts so credited, or if any asset has been incorrectly credited to an Account, PFPC Trust shall have the absolute right in its sole discretion without demand to reverse any such credit or payment, to debit or deduct the amount of such credit or payment from the Account, and to otherwise pursue recovery of any such amounts so credited from the Fund to which such Account relates. Each Fund hereby grants to PFPC Trust and to each sub-custodian utilized by PFPC Trust in connection with providing services to such Fund a first priority contractual possessory
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security interest in and a right of setoff against the assets maintained in the Account of a particular Portfolio of the Fund in the amount necessary to secure the return and payment to PFPC Trust and to each such sub-custodian of any advance or credit made by PFPC Trust and/or by such sub-custodian (including charges related thereto) to such Account. Notwithstanding anything in this Agreement to the contrary, PFPC Trust shall be entitled to assign any rights it has under this sub-section (m) with respect to a particular Fund to any sub-custodian utilized by PFPC Trust in connection with providing services to such Fund which sub-custodian makes any credits or advances with respect to such Fund.
(n) Collections . All collections of monies or other property in respect, or which are to become part, of the Property of a Portfolio (but not the safekeeping thereof upon receipt by PFPC Trust) shall be at the sole risk of such Portfolio. If payment is not received by PFPC Trust within a reasonable time after proper demands have been made, PFPC Trust shall notify the applicable Fund in writing, including copies of all demand letters, any written responses and memoranda of all oral responses and shall await instructions from such Fund. PFPC Trust shall not be obliged to take legal action for collection unless and until reasonably indemnified to its satisfaction. PFPC Trust shall also notify the applicable Fund as soon as reasonably practicable whenever income due on securities is not collected in due course and shall provide such Fund with periodic status reports of such income collected after a reasonable time.
(o) Foreign Exchange . PFPC Trust and/or sub-custodians may enter into or arrange foreign exchange transactions (at such rates as they may consider appropriate) in
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order to facilitate transactions under this Agreement, and such entities and/or their affiliates may receive compensation in connection with such foreign exchange transactions.
15. Duration and Termination .
(a) This Agreement shall be effective and shall continue with respect to a particular Fund for an initial period of three (3) years from the date the Fund becomes a party to this Agreement (the Initial Term).
(b) Upon the expiration of the Initial Term with respect to a particular Fund, this Agreement shall automatically renew with respect to such Fund for successive terms of one (1) year (Renewal Terms) each, unless such Fund or PFPC Trust provides written notice to the other of its intent not to renew this Agreement with respect to such Fund. Such notice must be received not less than ninety (90) days prior to the expiration of the Initial Term or the then current Renewal Term applicable to the Fund to which the termination relates.
(c) In the event a termination notice is given by a Fund, all expenses associated with movement of records and materials and conversion thereof to a successor service provider relating to such Fund will be borne by such Fund.
(d) If PFPC Trust is guilty of a material failure to perform its duties and obligations under this Agreement with respect to a particular Fund that Fund may give written notice thereof to PFPC Trust, and if such material breach shall not have been remedied by PFPC Trust within thirty (30) days after such written notice is given, then that particular Fund may terminate this Agreement with respect to that Fund by giving thirty (30) days written notice of such termination to PFPC Trust. If a
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Fund is guilty of a material failure to perform its duties and obligations under this Agreement PFPC Trust may give written notice thereof to such Fund, and if such material breach shall not have been remedied by the Fund within thirty (30) days after such written notice is given, then PFPC Trust may terminate this Agreement with respect to that Fund by giving thirty (30) days written notice of such termination to such Fund. In all cases relating to a termination of this Agreement pursuant to the foregoing provisions of this Section 15(d), termination by the non-defaulting party shall not constitute a waiver by the non-defaulting party of any other rights it might have under this Agreement or otherwise against the defaulting party.
(e) In the event this Agreement is terminated with respect to a particular Fund (pending appointment of a successor to PFPC Trust with respect to such Fund or the vote of the shareholders of such Fund to dissolve or to function without a custodian of its cash, securities or other property), PFPC Trust shall not deliver cash, securities or other property of the Funds Portfolios to that Fund; PFPC Trust may, however, deliver the cash, securities, and other property of the Funds Portfolios to a bank or trust company of PFPC Trusts choice, having aggregate capital, surplus and undivided profits, as shown by its last published report, of not less than twenty million dollars ($20,000,000), as a custodian for the Fund to be held under terms similar to those of this Agreement. PFPC Trust shall not be required to make any delivery or payment of assets of a Portfolio upon termination of this Agreement with respect to such Portfolio until full payment shall have been made by such Portfolio to PFPC Trust of all of PFPC Trusts fees,
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compensation, costs and expenses relating to such Portfolio (including without limitation fees and expenses associated with deconversion or conversion to another service provider and other trailing expenses incurred by PFPC Trust); PFPC Trust shall have a first priority contractual possessory security interest in and shall have a right of setoff against the Property relating to such Portfolio as security for the payment of such fees, compensation, costs and expenses.
16. Notices . Notices shall be addressed (a) if to PFPC Trust at 8800 Tinicum Boulevard, 3 rd Floor, Philadelphia, Pennsylvania 19153, Attention: Sam Sparhawk (or such other address as PFPC Trust may inform the Funds in writing from time to time); (b) if to a Fund, at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, Attention: Grace C. Torres (or such other address as a particular Fund may inform PFPC Trust in writing from time to time); or (c) if to neither a Fund nor PFPC Trust, at such other address as shall have been given to the sender of any such notice or other communication. If notice is sent by confirming facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given five days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.
17. Amendments . This Agreement, or any term hereof, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought.
18. Assignment . PFPC Trust may assign its rights hereunder with respect to a particular Fund to any majority-owned direct or indirect subsidiary of PFPC Trust or of The PNC Financial Services Group, Inc., provided that PFPC Trust gives such Fund thirty (30)
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days prior written notice of such assignment.
19. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
20. Miscellaneous .
(a) Entire Agreement . As between each separate Fund and PFPC Trust, this Agreement embodies the entire agreement and understanding between such Fund and PFPC Trust and supersedes all prior agreements and understandings between such Fund and PFPC Trust relating to the subject matter hereof, provided that such Fund and PFPC Trust may embody in one or more separate documents their agreement, if any, with respect to delegated duties.
(b) No Representations or Warranties . Except as expressly provided in this Agreement, PFPC Trust hereby disclaims all representations and warranties, express or implied, made to any Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. PFPC Trust disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.
(c) No Changes that Materially Affect Obligations . Notwithstanding anything in this Agreement to the contrary, each Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC Trust hereunder without the prior written
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approval of PFPC Trust, which approval shall not be unreasonably withheld or delayed.
(d) Captions . The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
(e) Information . Each Fund will provide such information and documentation as PFPC Trust may reasonably request in connection with services provided by PFPC Trust to the Fund.
(f) Governing Law . This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law.
(g) Partial Invalidity . If any provision of this Agreement as it relates to a particular Fund shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
(h) Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
(i) Facsimile Signatures . The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.
(j) Prior Agreements .
(i) This Agreement shall supercede and replace any other Custodian Services Agreement made as of July 1, 2005 involving any registered investment company set forth on Exhibit A attached hereto and PFPC Trust.
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(ii) As between PFPC Trust and American Skandia Trust, this Agreement shall supersede and replace the Custodian Services Agreement between American Skandia Trust and PFPC Trust (successor by assignment to Provident National Bank) dated as of May 1, 1992. As between PFPC Trust and Strategic Partners Mutual Funds, Inc., this Agreement shall supersede and replace the Custodian Services Agreement between Strategic Partners Mutual Funds, Inc. (formerly, American Skandia Advisor Funds, Inc.) and PFPC Trust (successor by assignment to PNC Bank, National Association) dated as of June 1, 1997.
(k) Separate Agreements . PFPC Trust is entering into this Agreement with each of the Funds separately, and any duty, obligation or liability owed or incurred by PFPC Trust with respect to a particular Fund shall be owed or incurred solely with respect to that Fund, and shall not in any way create any duty, obligation or liability with respect to any other Fund. This Agreement shall be interpreted to carry out the intent of the parties hereto that PFPC Trust is entering into a separate arrangement with each separate Fund.
(l) Customer Identification Program Notice . To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Consistent with this requirement, PFPC Trust may request (or may have already requested) each Funds name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that partys date of birth. PFPC Trust may also ask (and may have already asked) for additional identifying information, and PFPC Trust may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.
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IN WITNESS WHEREOF, each of American Skandia Trust, Strategic Partners Mutual Funds, Inc. and PFPC Trust has caused this Agreement to be executed as of the day and year first above written.
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Edward A. Smith, III |
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EACH OF THE ENTITIES LISTED ON EXHIBIT A |
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Robert F. Gunia |
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Title: Vice President and Director |
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EXHIBIT A
Dated: July 1, 2005
PORTFOLIOS
American Skandia Trust
AST JPMorgan International Equity Portfolio
AST William Blair International Growth Portfolio
AST LSV International Value Portfolio
AST MFS Global Equity Portfolio
AST State Street Research Small-Cap Growth Portfolio
AST DeAM Small-Cap Growth Portfolio
AST Federated Aggressive Growth Portfolio
AST Goldman Sachs Small-Cap Value Portfolio
AST Small-Cap Value Portfolio
AST DeAM Small-Cap Value Portfolio
AST Goldman Sachs Mid-Cap Growth Portfolio
AST Neuberger Mid-Cap Growth Portfolio
AST Neuberger Mid-Cap Value Portfolio
AST Alger All-Cap Growth Portfolio
AST Gabelli All-Cap Value Portfolio
AST T. Rowe Price Natural Resources Portfolio
AST Alliance Growth Portfolio
AST MFS Growth Portfolio
AST Marsico Capital Growth Portfolio
AST Goldman Sachs Concentrated Growth Portfolio
AST DeAM Large-Cap Value Portfolio
AST Hotchkis & Wiley Large-Cap Value Portfolio
AST Alliance/Bernstein Growth + Value Portfolio
AST Sanford Bernstein Core Value Portfolio
AST Cohen & Steers Realty Portfolio
AST Sanford Bernstein Managed Index 500 Portfolio
AST American Century Income & Growth Portfolio
AST Alliance Growth and Income Portfolio
AST DeAM Global Allocation Portfolio
AST American Century Strategic Balanced Portfolio
AST T. Rowe Price Asset Allocation Portfolio
AST T. Rowe Price Global Bond Portfolio
AST Goldman Sachs High Yield Bond Portfolio
AST Lord Abbett Bond-Debenture Portfolio
AST PIMCO Total Return Bond Portfolio
AST PIMCO Limited Maturity Bond Portfolio
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AST Money Market Portfolio
Strategic Partners Mutual Funds, Inc.
Strategic Partners International Growth Fund
Strategic Partners Small Cap Growth Opportunity Fund
Strategic Partners Managed Small Cap Growth Fund
Strategic Partners Small Company Fund
Strategic Partners Mid Cap Growth Fund
Strategic Partners Relative Value Fund
Strategic Partners Technology Fund
Strategic Partners Health Sciences Fund
Strategic Partners Managed OTC Fund
Strategic Partners Capital Growth Fund
Strategic Partners Concentrated Growth Fund
Strategic Partners Core Value Fund
Strategic Partners Managed Index 500 Fund
Strategic Partners Equity Income Fund
Strategic Partners Growth with Income Fund
Strategic Partners Capital Income Fund
Strategic Partners Balanced Fund
Strategic Partners High Yield Bond Fund
Strategic Partners Bond Fund
Strategic Partners Money Market Fund
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Exhibit (g)(2)
TRANSFER AGENCY SERVICES AGREEMENT
THIS AGREEMENT is made as of July 1, 2005 by and between PFPC INC., a Massachusetts corporation (PFPC), and AMERICAN SKANDIA TRUST, a Massachusetts business trust (the Fund). As used herein, the term Agreement shall mean this Transfer Agency Services Agreement and any and all exhibits and schedules attached hereto and any amendments to any of the foregoing executed in accordance with the terms of this Transfer Agency Services Agreement.
W I T N E S S E T H:
WHEREAS, the Fund is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act); and
WHEREAS, the Fund wishes to retain PFPC to serve as transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to its investment portfolios listed on Exhibit A attached hereto and made a part hereof, as such Exhibit A may be amended from time to time (each a Portfolio), and PFPC wishes to furnish such services.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions. As Used in this Agreement .
(a) 1933 Act means the Securities Act of 1933, as amended.
(b) 1934 Act means the Securities Exchange Act of 1934, as amended.
(c) Authorized Person means any officer of the Fund and any other person duly authorized by the Fund to give Oral Instructions or Written Instructions on behalf of the Fund. An Authorized Persons scope of authority may be limited by setting forth such limitation in a
1
written document signed by both parties hereto.
(d) CEA means the Commodities Exchange Act, as amended.
(e) Oral Instructions mean oral instructions received by PFPC from an Authorized Person or from a person reasonably believed by PFPC to be an Authorized Person. PFPC may, in its sole discretion in each separate instance, consider and rely upon instructions it receives from an Authorized Person via electronic mail as Oral Instructions.
(f) SEC means the Securities and Exchange Commission.
(g) Securities Laws mean the 1933 Act, the 1934 Act, the 1940 Act and the CEA.
(h) Shares mean the shares of beneficial interest of any series or class of a Portfolio.
(i) Written Instructions mean (i) written instructions signed by an Authorized Person (or a person reasonably believed by PFPC to be an Authorized Person) and received by PFPC or (ii) trade instructions transmitted (and received by PFPC) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier. The instructions may be delivered electronically (with respect to sub-item (ii) above) or by hand, mail, tested telegram, cable, telex or facsimile sending device.
2. Appointment . The Fund hereby appoints PFPC to serve as transfer agent, registrar, dividend disbursing agent and shareholder servicing agent to the Fund in accordance with the terms set forth in this Agreement. PFPC accepts such appointment and agrees to furnish such services.
3. Compliance with Rules and Regulations . PFPC undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect to the duties to be performed by PFPC
2
hereunder. Except as specifically set forth herein, PFPC assumes no responsibility for compliance by the Fund or any other entity.
4. Instructions .
(a) Unless otherwise provided in this Agreement, PFPC shall act only upon Oral Instructions or Written Instructions.
(b) PFPC shall be entitled to rely upon any Oral Instruction or Written Instruction it receives from an Authorized Person (or from a person reasonably believed by PFPC to be an Authorized Person) pursuant to this Agreement. PFPC may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents of the Fund or this Agreement or with any vote, resolution or proceeding of the Funds Board of Trustees or of the Funds shareholders, unless and until PFPC receives Written Instructions to the contrary.
(c) The Fund agrees to forward to PFPC Written Instructions confirming Oral Instructions so that PFPC receives the Written Instructions by the close of business on the New York Stock Exchange business day (i.e., a day on which the New York Stock Exchange is open for trading) immediately following the day on which the Oral Instructions are received. The fact that such confirming Written Instructions are not received by PFPC or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions or PFPCs ability to rely upon such Oral Instructions.
5. Right to Receive Advice .
(a) Advice of the Fund . If PFPC is in doubt as to any action it should or should not take, PFPC may request directions or advice, including Oral Instructions or Written
3
Instructions, from the Fund.
(b) Advice of Counsel . If PFPC shall be in doubt as to any question of law pertaining to any action it should or should not take, PFPC may request advice from counsel of its own choosing (who may be counsel for the Fund, the Funds investment adviser or PFPC, at the option of PFPC). The Fund shall reimburse PFPC for the cost of obtaining such advice so long as the Fund has approved the seeking of such advice (which approval shall not be unreasonably withheld or delayed).
(c) Conflicting Advice . In the event of a conflict between directions or advice or Oral Instructions or Written Instructions PFPC receives from the Fund, and the advice it receives from counsel, PFPC may rely upon and follow the advice of counsel.
(d) Protection of PFPC . PFPC shall be indemnified by the Fund and without liability for any action PFPC takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions PFPC receives from or on behalf of the Fund or from counsel and which PFPC believes, in good faith, to be consistent with those directions or advice or Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon PFPC (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such directions or advice or Oral Instructions or Written Instructions.
6. Records; Visits . The books and records pertaining to the Fund and its Portfolios, which are in the possession or under the control of PFPC, shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act and other applicable securities laws, rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during PFPCs normal business hours. Upon the reasonable
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request of the Fund, copies of any such books and records shall be provided by PFPC to the Fund or to an Authorized Person, at the Funds expense.
7. Confidentiality .
(a) Each party shall keep confidential any information relating to the other partys business (Confidential Information). Confidential Information shall include:
(i) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or PFPC, their respective subsidiaries and affiliated companies and the customers, clients and suppliers of any of them;
(ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or PFPC a competitive advantage over its competitors;
(iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and
(iv) anything designated as confidential.
(b) Notwithstanding the foregoing, information shall not be Confidential Information and shall not be subject to such confidentiality obligations if it:
(i) is already known to the receiving party at the time it is obtained by the receiving party;
(ii) is or becomes publicly known or available through no wrongful act of the receiving party;
(iii) is rightfully received by the receiving party from a third party who, to the best of the receiving partys knowledge, is not under a duty of confidentiality;
(iv) is released by the protected party to a third party without restriction;
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(v) is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the other party written notice of the same, to the extent such notice is permitted);
(vi) is relevant to the defense of any claim or cause of action asserted against the receiving party;
(vii) is necessary or desirable for PFPC to release such information to a third party in connection with the provision of services under this Agreement; or
(vii) has been or is independently developed or obtained by the receiving party.
8. Cooperation with Accountants . PFPC shall cooperate with the Funds independent public accountants and shall take all reasonable actions in the performance of its obligations under this Agreement to assure that the necessary information is made available to such accountants for the expression of their opinion, as required by the Fund.
9. PFPC System . PFPC shall retain title to and ownership of any and all data bases, computer programs, screen formats, report formats, interactive design techniques, derivative works, inventions, discoveries, patentable or copyrightable matters, concepts, expertise, patents, copyrights, trade secrets, and other related legal rights utilized by PFPC in connection with the services provided by PFPC to the Fund. Notwithstanding the foregoing, the parties acknowledge the Fund shall retain all ownership rights in Fund data which resides on the PFPC System.
10. Disaster Recovery . PFPC shall enter into and shall maintain in effect with appropriate parties one or more agreements making reasonable provisions for emergency use of electronic data processing equipment to the extent appropriate equipment is available. In the event of equipment failures, PFPC shall, at no additional expense to the Fund, take reasonable steps to minimize service interruptions. PFPC shall have no liability with respect to the loss of data or service interruptions caused by equipment failure, provided such loss or interruption is not
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caused by PFPCs own willful misfeasance, bad faith, negligence or reckless disregard of its duties or obligations under this Agreement.
11. Compensation .
(a) As compensation for services rendered by PFPC during the term of this Agreement, the Fund will pay to PFPC a fee or fees as may be agreed to from time to time in writing by the Fund and PFPC. In addition, the Fund agrees to pay, and will be billed separately in arrears for, reasonable expenses incurred by PFPC in the performance of its duties hereunder.
(b) PFPC shall establish certain cash management accounts (Service Accounts) required to provide services under this Agreement. The Fund acknowledges (i) PFPC may receive investment earnings from sweeping the funds in such Service Accounts into investment accounts including, but not limited, investment accounts maintained at an affiliate or client of PFPC; (ii) balance credits earned with respect to the amounts in such Service Accounts (Balance Credits) will be used to offset the banking service fees imposed by the cash management service provider (the Banking Service Fees); (iii) PFPC shall retain any excess Balance Credits for its own use; and (iv) Balance Credits will be calculated and applied toward the Funds Banking Service Fees regardless of the Service Account balance sweep described in Section 11 (b)(i).
(c) The Fund hereby represents and warrants to PFPC that (i) the terms of this Agreement, (ii) the fees and expenses associated with this Agreement, and (iii) any benefits accruing to PFPC or to the adviser or sponsor to the Fund in connection with this Agreement have been fully disclosed to the Board of
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Trustees of the Fund and that, if required by applicable law, such Board of Trustees has approved or will approve the terms of this Agreement, any such fees and expenses, and any such benefits.
12. Indemnification . The Fund, on behalf of each of its Portfolios, agrees to indemnify, defend and hold harmless PFPC and its affiliates (including their respective officers, directors and employees), from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws and reasonable attorneys fees and disbursements) arising directly or indirectly from any action or omission to act which PFPC takes in connection with the provision of services to the Fund. Neither PFPC, nor any of its affiliates, shall be indemnified by the Fund against any liability (or any expenses incident to such liability) caused by PFPCs or its affiliates (including their respective officers, directors and employees) own willful misfeasance, bad faith, negligence, reckless disregard in the performance of PFPCs activities under this Agreement, fraud or violation with respect to the Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of a criminal statute or material violation with respect to the Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of any other statute which statute is materially applicable to the duties PFPC is obligated to perform under this Agreement; provided that in the absence of a finding to the contrary the acceptance, processing and/or negotiation of a fraudulent payment for the purchase of Shares shall be presumed not to have been the result of PFPCs or its affiliates (or their respective officers, directors or employees) own willful misfeasance, bad faith, negligence, reckless disregard in the performance of PFPCs activities under this Agreement, fraud or violation with respect to the Fund (as determined by a court of competent jurisdiction in a final
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non-appealable order of such court) of a criminal statute or material violation with respect to the Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of any other statute which statute is materially applicable to the duties PFPC is obligated to perform under this Agreement. The provisions of this Section 12 shall survive termination of this Agreement. Any amounts payable by the Fund hereunder shall be satisfied only against the relevant Portfolios assets and not against the assets of any other investment portfolio of the Fund.
13. Responsibility of PFPC .
(a) PFPC shall be under no duty to take any action hereunder on behalf of the Fund or any of its Portfolios except as specifically set forth herein or as may be specifically agreed to by PFPC and the Fund in a written amendment hereto. PFPC shall be obligated to exercise care and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. PFPC shall be liable only for any damages arising out of PFPCs failure to perform its duties under this Agreement and only to the extent such damages arise out of PFPCs own willful misfeasance, bad faith, negligence, reckless disregard of PFPCs duties under this Agreement, fraud or violation with respect to the Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of a criminal statute or material violation with respect to the Fund (as determined by a court of competent jurisdiction in a final non-appealable order of such court) of any other statute which statute is materially applicable to the duties PFPC is obligated to perform under this Agreement.
(b) Notwithstanding anything in this Agreement to the contrary, (i) PFPC shall not be liable for losses, delays, failure, errors, interruption or loss of data occurring directly or
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indirectly by reason of circumstances beyond its reasonable control, including without limitation acts of God; action or inaction of civil or military authority; public enemy; war; terrorism; riot; fire; flood; sabotage; epidemics; labor disputes; civil commotion; interruption, loss or malfunction of utilities, transportation, computer or communications capabilities; insurrection; elements of nature; or non-performance by a third party; and (ii) PFPC shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity, authority or lack thereof, or truthfulness or accuracy or lack thereof, of any instruction, direction, notice, instrument or other information which PFPC reasonably believes to be genuine.
(c) Notwithstanding anything in this Agreement to the contrary, neither PFPC nor its affiliates shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by PFPC or its affiliates.
(d) Each party shall have a duty to mitigate damages for which the other party may become responsible.
(f) The provisions of this Section 13 shall survive termination of this Agreement.
14. Description of Services .
(a) Services Provided on an Ongoing Basis, If Applicable.
(i) Calculate 12b-1 payments;
(ii) Maintain shareholder registrations;
(iii) Review new applications and correspond with shareholders to complete or correct information;
(iv) Direct payment processing of checks or wires;
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(v) Prepare and mail to shareholders confirmation of activity;
(vi) Provide periodic shareholder lists and statistics to the Fund;
(vii) Provide detailed data for underwriter/broker confirmations;
(viii) Prepare periodic mailing of year-end tax and statement information;
(ix) Notify on a timely basis the investment adviser, accounting agent, and custodian of Share activity;
(x) Accept and post daily Share purchases and redemptions;
(xi) Accept, post and perform shareholder transfers and exchanges; and
(xii) Issue and cancel certificates (when requested in writing by the shareholder).
(b) Purchase of Shares . PFPC shall issue and credit an account of an investor, in the manner described in the Funds prospectus, once it receives:
(i) A purchase order in completed proper form;
(ii) Proper information to establish a shareholder account; and
(iii) Confirmation of receipt or crediting of funds for such order to the Funds custodian.
(c) Redemption of Shares . PFPC shall process requests to redeem Shares as follows:
(i) All requests to transfer or redeem Shares and payment therefor shall be made in accordance with the Funds prospectus, when the shareholder tenders Shares in proper form, accompanied by such documents as PFPC reasonably may deem necessary.
(ii) PFPC reserves the right to refuse to transfer or redeem Shares until it is satisfied that the endorsement on the instructions is valid and genuine and that the requested transfer or redemption is legally authorized, and it shall incur no liability for the refusal, in good faith, to process transfers or redemptions which
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PFPC, in its good judgment, deems improper or unauthorized, or until it is reasonably satisfied that there is no basis to any claims adverse to such transfer or redemption.
(iii) When Shares are redeemed, PFPC shall deliver to the Funds custodian (the Custodian) and the Fund or its designee a notification setting forth the number of Shares redeemed. Such redeemed Shares shall be reflected on appropriate accounts maintained by PFPC reflecting outstanding Shares of the Fund and Shares attributed to individual accounts.
(iv) PFPC shall, upon receipt of the monies provided to it by the Custodian for the redemption of Shares, pay such monies as are received from the Custodian, all in accordance with the procedures established from time to time between PFPC and the Fund.
(v) PFPC shall not process or effect any redemption requests with respect to Shares of the Fund after receipt by PFPC or its agent of notification of the suspension of the determination of the net asset value of the Fund.
(d) Dividends and Distributions . Upon receipt of a resolution of the Funds Board of Trustees authorizing the declaration and payment of dividends and distributions, PFPC shall issue dividends and distributions declared by the Fund in Shares, or, upon shareholder election, pay such dividends and distributions in cash, if provided for in the Funds prospectus. Such issuance or payment, as well as payments upon redemption as described above, shall be made after deduction and payment of the required amount of funds to be withheld in accordance with any applicable tax laws or other laws, rules or regulations. PFPC shall mail to the Funds shareholders such tax forms and other
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information, or permissible substitute notice, relating to dividends and distributions paid by the Fund as are required to be filed and mailed by applicable law, rule or regulation. PFPC shall prepare, maintain and file with the Internal Revenue Service and other appropriate taxing authorities reports relating to all dividends above a stipulated amount paid by the Fund to its shareholders as required by tax or other law, rule or regulation.
(e) Shareholder Account Services .
(i) PFPC may arrange, in accordance with the prospectus, for issuance of Shares obtained through:
Any pre-authorized check plan; and
Direct purchases through broker wire orders, checks and applications.
(ii) PFPC may arrange, in accordance with the prospectus, for a shareholders:
Exchange of Shares for shares of another fund with which the Fund has exchange privileges;
Automatic redemption from an account where that shareholder participates in an automatic redemption plan; and/or
Redemption of Shares from an account with a checkwriting privilege.
(f) Communications to Shareholders . Upon timely Written Instructions, PFPC shall mail all communications by the Fund to its shareholders, including:
(i) Reports to shareholders;
(ii) Confirmations of purchases and sales of Shares;
(iii) Monthly or quarterly statements;
(iv) Dividend and distribution notices; and
(v) Tax form information.
(g) Records . PFPC shall maintain records of the accounts for each shareholder showing the following information:
(i) Name, address and United States Tax Identification or Social Security number;
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(ii) Number and class of Shares held and number and class of Shares for which certificates, if any, have been issued, including certificate numbers and denominations;
(iii) Historical information regarding the account of each shareholder, including dividends and distributions paid and the date and price for all transactions on a shareholders account;
(iv) Any stop or restraining order placed against a shareholders account;
(v) Any correspondence relating to the current maintenance of a shareholders account;
(vi) Information with respect to withholdings; and
(vii) Any information required in order for PFPC to perform any calculations required by this Agreement.
(h) Shareholder Inspection of Stock Records . Upon a request from any Fund shareholder to inspect stock records, PFPC will notify the Fund and the Fund will issue instructions granting or denying each such request. Unless PFPC has acted contrary to the Funds instructions, the Fund agrees to and does hereby release PFPC from any liability for refusal of permission for a particular shareholder to inspect the Funds stock records.
(i) Withdrawal of Shares and Cancellation of Certificates . Upon receipt of Written Instructions, PFPC shall cancel outstanding certificates surrendered by the Fund to reduce the total amount of outstanding Shares by the number of Shares surrendered by the Fund.
(j) Print Mail . The Fund hereby engages PFPC as its exclusive print/mail service provider with respect to those items and for such fees as may be agreed to from time to time in writing by the Fund and PFPC.
15. Privacy . Each party hereto acknowledges and agrees that, subject to the reuse and re-disclosure provisions of Regulation S-P, 17 CFR Part 248.11, it shall not disclose the non-public
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personal information of investors in the Fund obtained under this Agreement, except as necessary to carry out the services set forth in this Agreement or as otherwise permitted by law or regulation.
16. Anti-Money Laundering (AML) Services . To the extent the other provisions of this Agreement require PFPC to establish, maintain and monitor accounts of investors in the Portfolios consistent with securities laws, PFPC shall perform reasonable actions necessary to help the Fund be in compliance with Section 352 of the USA PATRIOT Act, as follows: PFPC shall: (a) establish and implement written internal policies, procedures and controls reasonably designed to help prevent the Fund from being used to launder money or finance terrorist activities; (b) provide for independent testing, by an employee who is not responsible for the operation of PFPCs AML program or by an outside party, for compliance with PFPCs established AML policies and procedures; (c) designate a person or persons responsible for implementing and monitoring the operation and internal controls of PFPCs AML program; and (d) provide ongoing training of PFPC personnel relating to the prevention of money-laundering activities. Upon the reasonable request of the Fund, PFPC shall provide to the Fund: (x) a copy of PFPCs written AML policies and procedures (it being understood such information is to be considered confidential and treated as such and afforded all protections provided to confidential information under this Agreement); (y) at the option of PFPC, a copy of a written assessment or report prepared by the party performing the independent testing for compliance, or a summary thereof, or a certification that the findings of the independent party are satisfactory; and (z) a summary of the AML training provided for appropriate PFPC personnel. PFPC agrees to permit inspections relating to PFPCs AML program by U.S. Federal departments or regulatory agencies with appropriate jurisdiction and to make available to examiners from such departments or
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regulatory agencies such information and records relating to PFPCs AML program as such examiners shall reasonably request. Without limiting or expanding the foregoing provisions of this Section 16, the provisions of this Section 16 do not apply to Section 326 of the USA PATRIOT Act (or other sections other than Section 352) or regulations promulgated thereunder.
17. Customer Identification Program (CIP) Services .
(a) To help the Fund comply with its Customer Identification Program (which the Fund is required to have under regulations issued under Section 326 of the USA PATRIOT Act) PFPC will do the following:
(i) Implement procedures under which new accounts in the Portfolios are not established unless PFPC has obtained the name, date of birth (for natural persons only), address and government-issued identification number (collectively, the Data Elements) for each corresponding Customer (as defined in 31 CFR 103.131) (Customer).
(ii) Use collected Data Elements to attempt to reasonably verify the identity of each new Customer promptly before or after each corresponding new account is opened. Methods may consist of non-documentary methods (for which PFPC may use unaffiliated information vendors to assist with such verifications) and documentary methods (as permitted by 31 CFR 103.131), and may include procedures under which PFPC personnel perform enhanced due diligence to verify the identities of Customers the identities of whom were not successfully verified through the first-level (which will typically be reliance on results obtained from an information vendor) verification process(es).
(iii) Record the Data Elements and maintain records relating to verification of new Customers consistent with 31 CFR 103.131(b)(3).
(iv) Regularly report to the Fund about measures taken under (i)-(iii) above.
(v) If PFPC provides services by which prospective Customers may subscribe for Shares via the Internet or telephone, work with the Fund to notify prospective Customers, consistent with 31 CFR 103.131(b)(5), about the Funds Customer Identification Program.
(b) Notwithstanding anything to the contrary, and without expanding the scope of the express language set forth above in this Section 17, PFPC need not collect the Data Elements for
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(or verify) prospective Customers (or accounts) beyond the requirements of relevant customer identification program regulation (for example, PFPC will not verify Customers opening accounts through NSCC) and PFPC need not perform any task that need not be performed for the Fund to be in compliance with relevant customer identification program regulation.
(c) Notwithstanding anything to the contrary, PFPC need not perform any of the steps described above in this Section 17 with respect to persons purchasing Shares via exchange privileges.
18. Duration and Termination .
(a) This Agreement shall be effective on the date first written above and unless terminated pursuant to its terms shall continue for a period of three (3) years (the Initial Term).
(b) Upon the expiration of the Initial Term, this Agreement shall automatically renew for successive terms of one (1) year (Renewal Terms) each, unless the Fund or PFPC provides written notice to the other of its intent not to renew. Such notice must be received not less than ninety (90) days prior to the expiration of the Initial Term or the then current Renewal Term.
(c) In the event of termination, all expenses associated with movement of records and materials and conversion thereof to a successor transfer agent will be borne by the Fund and paid to PFPC prior to any such conversion.
(d) If a party hereto is guilty of a material failure to perform its duties and obligations hereunder (a Defaulting Party) the other party (the Non-Defaulting Party) may give written notice thereof to the Defaulting Party, and if such material breach shall not have been remedied within thirty (30) days after such written notice is given, then the
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Non-Defaulting Party may terminate this Agreement by giving thirty (30) days written notice of such termination to the Defaulting Party. In all cases relating to termination of this Agreement pursuant to the foregoing provisions of this Section 18(d), termination by the Non-Defaulting Party shall not constitute a waiver by the Non-Defaulting Party of any other rights it might have under this Agreement or otherwise against the Defaulting Party.
(e) Notwithstanding anything contained in this Agreement to the contrary, should a merger, acquisition, change in control, re-structuring, re-organization or any other decision involving the Fund or any affiliate of the Fund result in the Funds desire to cease to use PFPC as the provider of any of the services set forth hereunder in favor of another service provider prior to the expiration of the then current Initial or Renewal Term, PFPC shall make a good faith effort to facilitate a conversion of services to the Funds successor service provider, however, there can be no guarantee that PFPC will be able to facilitate such a conversion of services on the conversion date requested by the Fund. In connection with the foregoing and prior to such conversion to the successor service provider, the payment of all fees to PFPC as set forth herein shall be accelerated to a date prior to the conversion or termination of services and calculated as if the services had remained with PFPC until the expiration of the then current Initial or Renewal Term and calculated at the asset and/or Shareholder account levels, as the case may be, in existence on the date notice of termination was given to PFPC.
19. Notices . Notices shall be addressed (a) if to PFPC, at 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President (or such other address as PFPC may inform the Fund in writing from time to time); (b) if to the Fund, at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102, Attention: Grace C. Torres (or such other address
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as the Fund may inform PFPC in writing from time to time); or (c) if to neither of the foregoing, at such other address as shall have been given to the sender of any such notice or other communication. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.
20. Amendments . This Agreement, or any term thereof, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought.
21. Assignment . PFPC may assign its rights hereunder to any majority-owned direct or indirect subsidiary of PFPC or of The PNC Financial Services Group, Inc., provided that PFPC gives the Fund 30 days prior written notice of such assignment.
22. Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
23. Further Actions . Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
24. Miscellaneous .
(a) Entire Agreement . This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings between the parties relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties.
(b) No Changes that Materially Affect Obligations . Notwithstanding anything in this
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Agreement to the contrary, the Fund agrees not to make any modifications to its registration statement or adopt any policies which would affect materially the obligations or responsibilities of PFPC hereunder without the prior written approval of PFPC, which approval shall not be unreasonably withheld or delayed.
(c) Captions . The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
(d) Information . The Fund will provide such information and documentation as PFPC may reasonably request in connection with services provided by PFPC to the Fund.
(e) Governing Law . This Agreement shall be deemed to be a contract made in Delaware and governed by Delaware law, without regard to principles of conflicts of law.
(f) Partial Invalidity . If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
(g) Successors and Assigns . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
(h) No Representations or Warranties . Except as expressly provided in this Agreement, PFPC hereby disclaims all representations and warranties, express or implied, made to the Fund or any other person, including, without limitation, any warranties regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. PFPC disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.
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(i) Facsimile Signatures . The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.
(j) Customer Identification Program Notice . To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of PFPCs affiliates are financial institutions, and PFPC may, as a matter of policy, request (or may have already requested) the Funds name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that partys date of birth. PFPC may also ask (and may have already asked) for additional identifying information, and PFPC may take steps (and may have already taken steps) to verify the authenticity and accuracy of these data elements.
(k) This Agreement shall supercede and replace the Transfer Agency Services Agreement between the Fund and PFPC dated as of May 1, 1992.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.
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AMERICAN SKANDIA TRUST |
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Vice President and Director |
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EXHIBIT A
THIS EXHIBIT A, dated as of July 1, 2005, is Exhibit A to that certain Transfer Agency Services Agreement dated as of July 1, 2005, between PFPC Inc. and American Skandia Trust.
PORTFOLIOS
AST JP Morgan International Equity Portfolio
AST Alliance Growth & Income Portfolio
AST Money Market Portfolio
AST Goldman Sachs Concentrated Growth Portfolio
AST Neuberger Berman Mid-Cap Value Portfolio
AST DeAM Global Allocation Portfolio
AST Goldman Sachs High Yield Portfolio
AST T. Rowe Price Asset Allocation Portfolio
AST PIMCO Total Return Bond Portfolio
AST Hotchkis & Wiley Large CapValue Portfolio
AST State Street Research Small-Cap Growth Portfolio
AST T. Rowe Global Bond Portfolio
AST Neuberger Berman Mid-Cap Growth Portfolio
AST DeAM International Equity Portfolio
AST T. Rowe Price Natural Resources Portfolio
AST PIMCO Limited Maturity Bond Portfolio
AST Alliance Growth Portfolio
AST William Blair International Growth Portfolio
AST American Century Income & Growth Portfolio
AST American Century Strategic Balanced Portfolio
AST Gabelli Small-Cap Value Portfolio
AST Marsico Capital Growth Portfolio
AST Cohen & Steers Realty Portfolio
AST Goldman Sachs Small-Cap Value Portfolio
AST Sanford Bernstein Managed Index 500 Portfolio
AST DeAM Small-Cap Growth Portfolio
AST MFS Global Equity Portfolio
AST MFS Growth Portfolio
AST Alger All-Cap Growth Portfolio
AST Federated Aggressive Growth Portfolio
AST Gabelli All-Cap Value Portfolio
AST DeAM Large-Cap Value Portfolio
AST Lord Abbett Bond Debenture Portfolio
AST Goldman Sachs Mid-Cap Growth Portfolio
AST Alliance/Bernstein Growth + Value Portfolio
AST Sanford Bernstein Core Value Portfolio
AST DeAM Small-Cap Value Portfolio
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Exhibit 99.(j)
[KPMG LLP letterhead]
Consent of Independent Registered Public Accounting Firm
The Board of Trustees and Shareholders of
The American Skandia Trust:
We consent to the incorporation by reference, in this registration statement, of our report dated February 24, 2006 on the statement of assets and liabilities of American Skandia Trust, (comprised of AST JPMorgan International Equity Portfolio, AST William Blair International Growth Portfolio, AST LSV International Value Portfolio, AST MFS Global Equity Portfolio, AST Small-Cap Growth Portfolio, AST DeAM Small-Cap Growth Portfolio, AST Federated Aggressive Growth Portfolio, AST Goldman Sachs Small-Cap Value Portfolio, AST Small-Cap Value Portfolio, AST DeAM Small-Cap Value Portfolio, AST Goldman Sachs Mid-Cap Growth Portfolio, AST Neuberger Berman Mid-Cap Growth Portfolio, AST Neuberger Berman Mid-Cap Value Portfolio, AST Mid-Cap Value Portfolio, AST T. Rowe Price Natural Resources Portfolio, AST T. Rowe Large-Cap Growth Portfolio, AST MFS Growth Portfolio, AST Marsico Capital Growth Portfolio, AST Goldman Sachs Concentrated Growth Portfolio, AST DeAM Large-Cap Value Portfolio, AST Large-Cap Value Portfolio, AST AllianceBernstein Core Value Portfolio, AST Cohen & Steers Realty Portfolio, AST AllianceBernstein Managed Index 500 Portfolio, AST American Century Income & Growth Portfolio, AST AllianceBernstein Growth & Income Portfolio, AST Global Allocation Portfolio, AST American Century Strategic Balanced Portfolio, AST T. Rowe Price Asset Allocation Portfolio, AST T. Rowe Price Global Bond Portfolio, AST Goldman Sachs High Yield Portfolio, AST Lord Abbett Bond-Debenture Portfolio, AST PIMCO Total Return Bond Portfolio, AST PIMCO Limited Maturity Bond Portfolio, AST Money Market Portfolio, AST Aggressive Asset Allocation Portfolio, AST Balanced Asset Allocation Portfolio, AST Capital Growth Asset Allocation Portfolio, AST Conservative Asset Allocation Portfolio, AST Preservation Asset Allocation Portfolio, hereafter collectively referred to as the Funds), as of December 31, 2005 including the portfolios of investments as of December 31, 2005, the related statements of operations for the year then ended and the statements of changes in net assets and the financial highlights for each of the years in the two-year period then ended. These financial statements and financial highlights and our report thereon are included in the Annual Report of the Fund as filed on Form N-CSR.
We also consent to the references to our firm under the headings Financial Highlights in the Prospectus and Other Service Providers and Financial Statements in the Statement of Additional Information.
/s/ KPMG LLP |
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KPMG LLP |
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New York, New York |
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April 28, 2006 |
Exhibit 99(p)(23)
APPENDIX E-2
FIRST TRUST ADVISORS L.P.
INVESTMENT ADVISER CODE OF ETHICS
I. STATEMENT OF GENERAL PRINCIPLES
This Code of Ethics is being adopted by First Trust Advisors L.P. (the Company), in recognition of the fact that the Company owes a fiduciary duty of loyalty at all times to Clients, including investment companies for which the Company provides investment advisory services. This duty requires that the Company act in the best interests of Clients and always place the Clients interests first and foremost. In recognition of such duty it is the Companys policy that the personal securities transactions and other activities of Company personnel be conducted consistent with this Code of Ethics and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility that could occur through activities including, taking an investment opportunity from the Client for an employees own portfolio, insider trading or frontrunning Clients or investment company securities trades. It is also the Companys policy that Company personnel should not take inappropriate advantage of their position with respect to investors in investment companies for which the Company provides investment advisory services and that such personnel should avoid any situation that might compromise, or call into question, their exercise of fully independent judgment in the interest of Clients including investors in investment companies for which the Company provides investment advisory services.
II. DEFINITIONS
For Purposes of this Code of Ethics:
A. Client shall mean any client of the Company, including separate managed accounts and any Reportable Fund.
B. Access Person shall mean any officer, director and partner of the Company and any Supervised Person who (1) has access to nonpublic information regarding any Clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund; or (2) is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic.
C. Investment Person shall mean any Access Person of the Company who makes, participates in or executes decisions regarding the purchase or sale of securities for a Clients portfolio. Each person designated as an Investment Person is therefore also designated as an Access Person for purposes of this Code of Ethics.
D. Supervised Person shall include any of the Companys directors, officers, partners, employees and any other person who provides advice on behalf of the Company and is
subject to the Companys supervision and control as well as any other person designated by the Companys Chief Compliance Officer.
E. Reportable Fund shall have the same meaning as it does in Rule 204A-1 and generally means (1) any fund for which the Company serves as an investment adviser (including sub-adviser), including closed-end funds and open-end funds, or (2) any fund whose investment adviser or principal underwriter controls the Company, is controlled by the Company, or is under common control with the Company.
III. STANDARDS OF BUSINESS CONDUCT
The Company and all of its Supervised Persons shall at all times comply and adhere to the following standards of business conduct which reflect the Companys and all Supervised Persons fiduciary obligations:
A. Federal Securities Laws. The Company and all Supervised Persons must at all times comply with applicable federal securities laws, including the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach Bliley Act, any rules adopted by the Securities Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury. In connection with this standard of business conduct, Supervised Persons shall not, in connection with the purchase or sale, directly or indirectly, of a security held or to be acquired by a Client:
a. Defraud such Client in any manner;
b. Mislead such Client, including by making a statement that omits material facts;
c. Engage in any act, practice or course of conduct which operates or would operate as a fraud or deceit upon such Client;
d. Engage in any manipulative practice with respect to such Client; or
e. Engage in any manipulative practice with respect to securities, including price manipulation.
B. Conflicts of Interest. As a fiduciary, the Company has an affirmative duty of care, loyalty and honesty and good faith to act in the best interests of Clients. Supervised Persons can fulfill this duty by trying to avoid conflicts of interest and by fully disclosing all material facts with respect to any conflicts that may arise. Specific types of conflicts of interest that are prohibited include:
a. Conflicts among different Client accounts or favoring one account over another;
b. Competition with trading in Client accounts.
C. Insider Trading. In accordance with the Companys Insider Trading Policy, all Supervised Persons are prohibited from trading, either for their own accounts or on behalf of
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others, while in possession of material, non-public information as well as communicating material non-public information to others. Refer to Section 11 of the Companys Compliance Manual.
D. Personal Securities Transactions. All Access Persons shall comply with the policies and procedures included in this Code of Ethics with respect to personal securities transactions.
IV. PROHIBITED PRACTICES
In furtherance of the general principles and standards of business conduct set forth in this Code of Ethics, the following practices shall be prohibited:
A. No Access Person shall purchase any security during the initial public offering of such security.
B. No Access Person shall purchase any security in a private placement transaction unless the purchase has been approved in writing and in advance by the Compliance Department. In considering whether to approve any such transaction, the Compliance Department shall take into account, among other factors, whether the investment opportunity should be reserved for Clients and whether the opportunity is being offered to an individual by virtue of his position. Any Access Person who has been authorized to acquire securities in a private placement shall disclose that investment to the Compliance Department before he takes part in a subsequent consideration of any Clients investment in that issuer, and the decision to include securities of such issuer in a Clients portfolio shall be subject to independent review by the Compliance Department. The Compliance Department shall maintain a written record of any approvals granted hereunder including the reasons supporting such approvals.
C. No Access Person shall purchase or sell any security on a day during which there is buy or a sell order from any Client for that security until such order is executed or withdrawn. No Investment Person shall purchase or sell a security within seven days before or after that security is bought or sold by a Client.
D. No Investment Person shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities within 30 days.
E. No Investment Person shall serve on the Board of Directors of a publicly traded company absent prior authorization of the Compliance Department upon a determination that board service would be consistent with the interests of Clients (including any investors with respect to investment companies) and the establishment of appropriate Chinese wall procedures by the Compliance Department.
F. Any provision of this Code of Ethics prohibiting any transaction by an Access Person or Investment Person shall prohibit any transaction in which such person has, obtains or disposes of any beneficial ownership interest
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V. REPORTING REQUIREMENTS
In order to effectuate and monitor the foregoing policies and prohibitions, all Access Persons shall be required to comply with the following procedures:
A. The securities trading personnel of the Company shall provide the Compliance Department with a daily summary of buy and sell orders entered by, on behalf of, or with respect to Clients.
B. Each Access Person shall direct any brokers, dealers or banks at which he or she maintains accounts to provide on a timely basis (within 30 days of the calendar quarter) duplicate copies of confirmations of all personal securities transactions and periodic statements for all securities accounts to the Compliance Department. The Compliance Department shall date stamp all duplicate copies of personal securities transactions and account statements upon receipt.
C. Upon commencement of employment with the Company, each Access Person shall disclose all personal securities holdings to the Compliance Department within 10 days after such person becomes an Access Person and the information provided must be current as of a date no more than 45 days prior to the date such person becomes an access person by submitting the form attached to this Code of Ethics as Exhibit A.
D. Each Access Person shall disclose all personal securities holdings to the Compliance Department within 30 days of the end of each calendar year and the information provided must be current as of a date no more than 45 days prior to the date of the report by submitting the form attached to this Code of Ethics as Exhibit A.
E. Any provision of this Code of Ethics requiring an Access Person to report securities transactions or securities positions to the Company shall require the reporting of any transaction or position, in which such person has, acquires or disposes of any beneficial ownership interest.
F. The Chief Compliance Officer shall review all reports submitted by Access Persons to ensure that all reporting requirements are complied with.
VI. EXEMPTIONS
A. The following transactions shall be exempt from the Reporting Requirements included in Section V, as well as the Prohibited Transactions in Section IV; provided, however that transactions included in Section VI.A(7) must be included in the initial and annual holdings reports submitted pursuant to Sections V.C and V.D.
(1) Direct obligations of the Government of the United States;
(2) Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;
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(3) Shares issued by money market funds;
(4) Shares issued by open-end funds other than Reportable Funds;
(5) Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds;
(6) Securities held in accounts over which the Access Person has no direct influence or control; or
(7) Transactions effected pursuant to an automatic investment plan, including dividend reinvestment plans.
B. The following transactions shall be exempted from the provisions of Section IV C and D but not from the Reporting Requirements set forth in Section V above:
(1) The purchase or sale of shares of issuers whose shares are traded on a national or foreign securities exchange and which have a market capitalization of at least $1 billion; or
(2) Purchases and sales which are effected to establish or maintain a model investment portfolio on behalf of the Company
VII. REPORTING OF VIOLATIONS AND ANNUAL CERTIFICATION
A. All Supervised Persons must report any violations of this Code of Ethics promptly to the Chief Compliance Officer.
B. The Company shall provide each Supervised Person with a copy of this Code of Ethics and any amendments and require each Supervised Person to provide the Company with a written acknowledgement of their receipt of the Code of Ethics and any amendment.
C. Within 30 days following the end of each calendar year, each Access Person shall certify to the Company that he has received, read and understands this Code of Ethics and recognizes that he or she is subject to it and that he or she has complied with the requirements of this Code of Ethics by submitting the form attached hereto as Exhibit B.
D. The requirements of Section V(B), V(C), V(D), and VII(C) shall be deemed to be complied with by any Access Person who complies with substantially similar requirements contained in the First Trust Portfolios L.P. Code of Ethics.
VIII. SANCTIONS
Upon discovery of a violation of this Code of Ethics, including either violations of the enumerated provisions, the general principles or the standards of business conduct described
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herein, the Company may impose such sanctions as it deems appropriate, including, but not limited to, a fine, letter of censure, suspension or termination of the employment of the violator.
Amended as of September 1, 2005.
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